Contract analysis

Section 1.1 — Certificate Title and Reference This Incumbency Certificate (this "Certificate") is delivered pursuant to Section [__] of that certain Purchase Agreement, dated as of [Insert Pricing Date] (the "Purchase Agreement"), by and among [Insert Issuer Full Legal Name], a [Insert entity type and jurisdiction of organization] (the "Issuer"), [Insert Co-Issuer Full Legal Name], a [Insert entity type and jurisdict

Section 1.2 — Certifying Officer Identification [Instruction: Insert name and title of the certifying officer — e.g., the Secretary, Assistant Secretary, or an authorized Director of each entity, as applicable. If a single individual serves in the relevant capacity for all Covered Entities, a single certificate may be executed by such individual on behalf of all Covered Entities. If different individuals serve in suc

Section 1.3 — Certification Statements (a) Each person whose name appears in the schedules annexed hereto as Schedule A, Schedule B, and Schedules C-1 through C-[__] (collectively, the "Schedules") is, as of the date hereof, duly [elected/appointed] to the office or position set forth opposite such person's name in the applicable Schedule, and each such person holds such office or position as of the date of this Cert

Section 1.4 — Defined Terms Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture, dated as of [Insert Closing Date], among [Insert Issuer Full Legal Name], [Insert Co-Issuer Full Legal Name], the Guarantors party thereto, and [Insert Trustee Full Legal Name], as Trustee and Collateral Agent (the "Indenture"). In the event of any conflict between the d

Section 5.1 — Execution by Certifying Officer [Instruction: This Certificate shall be executed by the Secretary, Assistant Secretary, or authorized Director of [Insert Issuer Full Legal Name] on behalf of each Covered Entity. The certifying officer should sign below, indicating the capacity in which he or she is signing. If the certifying officer does not serve in the relevant capacity for all Covered Entities, separ

Section 5.2 — Confirmation of Certifying Officer's Authority [Instruction: The following counter-signature is to be provided by an officer or director of the Issuer (other than the certifying officer named in Section 5.1 above) to confirm the identity, incumbency, and authority of the certifying officer. This counter-signature ensures that the person executing this Certificate in Section 5.1 is in fact duly authorize

Section 5.3 — Notarization Block (If Required) [Instruction: If notarization is required by any applicable jurisdiction or by the Trustee, the Collateral Agent, or any Initial Purchaser, insert a notarial acknowledgment in the form required by the applicable jurisdiction below. For Covered Entities organized outside the United States, a notarized or apostilled version of this Certificate (or of the applicable schedul

Section 6.1 — General Instructions The following general instructions apply to the preparation, completion, and delivery of this Incumbency Certificate: (a) This form is to be completed by the Secretary or other authorized officer of each Covered Entity. A completed and executed original of this Certificate is to be delivered to (i) the Trustee, (ii) the Collateral Agent, and (iii) the Initial Purchasers, in each cas

Section 6.2 — Local Law Considerations (a) For Guarantors organized under non-U.S. law (including, without limitation, Guarantors organized under the laws of the Federal Republic of Nigeria, the Republic of Senegal, or England and Wales), the certifying officer should confirm with local counsel that the persons listed as authorized signatories on the applicable Schedule have proper authority under applicable local la

Section 6.3 — Updates and Amendments (a) If any change in incumbency occurs between the date of this Certificate and the Closing Date — including, without limitation, the resignation, removal, replacement, or new appointment of any authorized signatory listed in the Schedules hereto — a supplemental or replacement Incumbency Certificate shall be delivered reflecting such change. Any such supplemental or replacement c

Section 6.4 — Cross-Reference to Related Closing Deliverables This Incumbency Certificate should be cross-referenced with the following closing deliverables, each of which is required to be delivered at or prior to the closing of the issuance and sale of the Notes: (a) Secretary's / Director's Certificate — a certificate of the Secretary or an authorized Director of each Covered Entity, certifying as to the organizat