INCUMBENCY CERTIFICATE
— FORM (CONSOLIDATED) —
NOTE TO DRAFT: This document is a blank form / template of a consolidated incumbency certificate. It is intended to be completed and executed at or prior to closing in connection with the issuance of Senior Secured Notes. All bracketed fields (indicated by "[Insert …]" or "[_]") are to be completed with the applicable information prior to execution. Specimen signature lines are to be signed in original ink by each listed authorized signatory. This form should not be executed until all information has been inserted and reviewed by counsel for the Issuers, the Guarantors, the Trustee, the Collateral Agent, and the Initial Purchasers, as applicable.
INCUMBENCY CERTIFICATE
Delivered Pursuant to Section [__] of the Purchase Agreement dated as of [Insert Pricing Date], among the Issuers, the Guarantors, and the Initial Purchasers
In connection with the [Insert Aggregate Principal Amount] [Insert Coupon Rate]% Senior Secured Notes due [Insert Maturity Year]
PART I — INTRODUCTORY RECITALS AND CERTIFICATION LANGUAGE
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 jurisdiction of organization] (the "Co-Issuer" and, together with the Issuer, the "Issuers"), the Guarantors (as defined therein) party thereto, and [Insert Initial Purchaser(s) Full Legal Name(s)] (collectively, the "Initial Purchasers"), in connection with the issuance by the Issuers of [Insert Aggregate Principal Amount] aggregate principal amount of [Insert Coupon Rate]% Senior Secured Notes due [Insert Maturity Year] (the "Notes").
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 such capacity for different entities, separate certificates or separate execution pages may be required.]
The undersigned, [Insert Name of Certifying Officer], being the duly [elected/appointed] [Insert Title — e.g., Secretary / Assistant Secretary / Director] of each of the entities listed in the schedules attached hereto (each, a "Covered Entity" and collectively, the "Covered Entities"), hereby certifies, on behalf of each such Covered Entity and not in any personal capacity, as follows:
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 Certificate and has held such office or position continuously since the date of such person's election or appointment thereto.
(b) Each such person is duly authorized to execute and deliver, on behalf of the applicable Covered Entity, each of the following agreements, instruments, certificates, and other documents to which such Covered Entity is or will be a party (collectively, the "Transaction Documents"):
(i) the Indenture, dated as of [Insert Closing Date] (the "Indenture"), among the Issuers, the Guarantors party thereto, and [Insert Trustee Full Legal Name], as Trustee and Collateral Agent (in such capacities, the "Trustee" and the "Collateral Agent," respectively);
(ii) the Purchase Agreement;
(iii) the Registration Rights Agreement, dated as of [Insert Closing Date] (the "Registration Rights Agreement"), among the Issuers, the Guarantors party thereto, and the Initial Purchasers;
(iv) each applicable Security Document, including, without limitation, any Collateral Agreement, pledge and security agreement, debenture, charge, nantissement, cession fiduciaire, or other instrument creating or evidencing a lien on or security interest in assets of any Covered Entity for the benefit of the Collateral Agent (collectively, the "Security Documents");
(v) the Intercreditor Agreement, dated as of [Insert Closing Date] (the "Intercreditor Agreement"), among [Insert parties thereto];
(vi) the Paying Agency Agreement, dated as of [Insert Closing Date] (the "Paying Agency Agreement"), among the Issuers and [Insert Paying Agent Full Legal Name], as Paying Agent; and
(vii) each other agreement, instrument, certificate, or document required to be executed and delivered by any Covered Entity in connection with the issuance of the Notes and the transactions contemplated by the Purchase Agreement and the Indenture.
(c) The signature set forth opposite each such person's name in the applicable Schedule is the true and genuine specimen signature of such person, and each such person has affixed such signature to this Certificate in the presence of the undersigned or has otherwise confirmed to the undersigned the authenticity of such signature.
(d) This Certificate is being delivered pursuant to Section [__] of the Purchase Agreement and Section [__] of the Indenture as a condition to the consummation of the closing on [Insert Closing Date] (the "Closing Date") of the issuance and sale of the Notes.
(e) [Insert any additional representations required by the Trustee, the Collateral Agent, or the Initial Purchasers, including, without limitation, any representations as to the absence of proceedings for dissolution or liquidation of any Covered Entity, or any representations regarding the continued effectiveness of board or member resolutions authorizing the execution and delivery of the Transaction Documents. If no additional representations are required, this paragraph may be deleted or marked "Intentionally Omitted."]
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 definitions set forth herein and the definitions set forth in the Indenture, the definitions set forth in the Indenture shall control. References herein to any agreement or instrument shall mean such agreement or instrument as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
PART II — SCHEDULE OF ISSUERS
Schedule A — Issuer
SCHEDULE A
ISSUER
Entity Name: [Insert Full Legal Name of Issuer]
Jurisdiction of Organization / Entity Type: [Insert jurisdiction of organization and entity type — e.g., exempted company incorporated with limited liability under the laws of the Cayman Islands]
Registered Office Address: [Insert registered office address — e.g., c/o [Insert Registered Agent Name], [Insert Street Address], [Insert City], [Insert Country / Territory]]
Organizational Identifier: [Insert Cayman Islands Registrar of Companies registration number or other organizational identifier, if applicable — e.g., Cayman Registry No. [__]]
Transaction Documents to which this Entity is a Party: Indenture (as Issuer), Purchase Agreement, Registration Rights Agreement, Security Documents (as applicable), Intercreditor Agreement, Paying Agency Agreement, and each other Transaction Document to which the Issuer is a party.
[Instruction: List below each officer, director, or other authorized person of the Issuer who is empowered to execute Transaction Documents on behalf of the Issuer. Add additional rows as needed. Each listed person must sign in original ink in the "Specimen Signature" column.]
Table of Authorized Signatories — Issuer:
Schedule B — Co-Issuer
SCHEDULE B
CO-ISSUER
Entity Name: [Insert Full Legal Name of Co-Issuer]
Jurisdiction of Organization / Entity Type: [Insert jurisdiction of organization and entity type — e.g., corporation organized under the laws of the State of Delaware]
Registered Agent Name and Address: [Insert registered agent name and address — e.g., [Insert Registered Agent Name], [Insert Street Address], [Insert City], [Insert State] [Insert Zip Code]]
Employer Identification Number (EIN): [Insert EIN, if applicable — e.g., []-[_]]
Transaction Documents to which this Entity is a Party: Indenture (as Co-Issuer), Purchase Agreement, Registration Rights Agreement, Security Documents (as applicable), and each other Transaction Document to which the Co-Issuer is a party.
[Instruction: List below each officer, director, or other authorized person of the Co-Issuer who is empowered to execute Transaction Documents on behalf of the Co-Issuer. Add additional rows as needed. Each listed person must sign in original ink in the "Specimen Signature" column.]
Table of Authorized Signatories — Co-Issuer:
PART III — SCHEDULE OF GUARANTOR SUBSIDIARIES
[General Instruction: A separate schedule is to be completed for each Guarantor subsidiary that is a party to the Transaction Documents. For entities organized outside the United States, identify the applicable local counsel (if any) who has confirmed the authority of the listed signatories under local law. The Transaction Documents to which each Guarantor is a party should be identified on the applicable schedule, as different Guarantors may be party to different Security Documents depending on the jurisdiction in which such Guarantor's assets are located. Schedules should be numbered consecutively (C-1, C-2, C-3, etc.).]
Schedule C-1 — Guarantor Subsidiary 1
SCHEDULE C-1
GUARANTOR
Entity Name: [Insert Full Legal Name of Guarantor Subsidiary 1]
Jurisdiction of Organization / Entity Type: [Insert jurisdiction of organization and entity type — e.g., limited company incorporated under the laws of the Federal Republic of Nigeria, registered with the Corporate Affairs Commission ("CAC")]
Registered Office Address: [Insert registered office address — e.g., [Insert Street Address], [Insert City], [Insert State], Nigeria]
Organizational Identifier: [Insert applicable organizational identifier — e.g., CAC Registration Number: RC [__]]
Transaction Documents to which this Guarantor is a Party:
(i) Indenture (as Guarantor);
(ii) Collateral Agreement (Nigeria) — Debenture and Charge, dated as of [Insert Closing Date], between [Insert Guarantor Name] and the Collateral Agent;
(iii) Purchase Agreement;
(iv) Registration Rights Agreement; and
(v) [Insert any additional Transaction Documents to which this Guarantor is a party].
Local Counsel Confirmation: [Insert local counsel firm name — e.g., [__] & Co., Lagos, Nigeria] has confirmed the authority of the persons listed below to bind this Guarantor under Nigerian law. [Reference: Legal opinion of [Insert local counsel firm name] dated [Insert Closing Date].]
[Instruction: List below each officer, director, or other authorized person of this Guarantor who is empowered to execute Transaction Documents on behalf of this Guarantor. Add additional rows as needed. Each listed person must sign in original ink in the "Specimen Signature" column.]
Table of Authorized Signatories — Guarantor Subsidiary 1:
Schedule C-2 — Guarantor Subsidiary 2
SCHEDULE C-2
GUARANTOR
Entity Name: [Insert Full Legal Name of Guarantor Subsidiary 2]
Jurisdiction of Organization / Entity Type: [Insert jurisdiction of organization and entity type — e.g., limited liability company organized under the laws of the State of Delaware]
Registered Agent Name and Address: [Insert registered agent name and address — e.g., [Insert Registered Agent Name], [Insert Street Address], [Insert City], Delaware [Insert Zip Code]]
Employer Identification Number (EIN): [Insert EIN, if applicable — e.g., []-[_]]
Transaction Documents to which this Guarantor is a Party:
(i) Indenture (as Guarantor);
(ii) Collateral Agreement (U.S.) — Pledge and Security Agreement, dated as of [Insert Closing Date], among [Insert Guarantor Name] and the Collateral Agent;
(iii) Purchase Agreement;
(iv) Registration Rights Agreement; and
(v) [Insert any additional Transaction Documents to which this Guarantor is a party].
[Instruction: List below each officer, director, manager, or other authorized person of this Guarantor who is empowered to execute Transaction Documents on behalf of this Guarantor. Add additional rows as needed. Each listed person must sign in original ink in the "Specimen Signature" column.]
Table of Authorized Signatories — Guarantor Subsidiary 2:
Schedule C-3 — Guarantor Subsidiary 3
SCHEDULE C-3
GUARANTOR
Entity Name: [Insert Full Legal Name of Guarantor Subsidiary 3]
Jurisdiction of Organization / Entity Type: [Insert jurisdiction of organization and entity type — e.g., limited liability company organized under the laws of the State of Delaware / corporation organized under the laws of [Insert jurisdiction] / other entity type]
Registered Office / Agent Address: [Insert registered office address or registered agent name and address, as applicable]
Organizational Identifier: [Insert applicable organizational identifier — e.g., EIN, state file number, or foreign registration number, as applicable]
Transaction Documents to which this Guarantor is a Party:
(i) Indenture (as Guarantor);
(ii) [Insert applicable Security Document(s) — e.g., Collateral Agreement — Pledge and Security Agreement, or other Security Document, as applicable], dated as of [Insert Closing Date], between [Insert Guarantor Name] and the Collateral Agent;
(iii) Purchase Agreement;
(iv) Registration Rights Agreement; and
(v) [Insert any additional Transaction Documents to which this Guarantor is a party].
Local Counsel Confirmation (if applicable): [Insert local counsel firm name, if applicable, and reference to legal opinion, or indicate "Not applicable — U.S. entity."]
[Instruction: List below each officer, director, manager, or other authorized person of this Guarantor who is empowered to execute Transaction Documents on behalf of this Guarantor. Add additional rows as needed. Each listed person must sign in original ink in the "Specimen Signature" column.]
Table of Authorized Signatories — Guarantor Subsidiary 3:
Schedule C-4 — Guarantor Subsidiary 4
SCHEDULE C-4
GUARANTOR
Entity Name: [Insert Full Legal Name of Guarantor Subsidiary 4]
Jurisdiction of Organization / Entity Type: [Insert jurisdiction of organization and entity type — e.g., société anonyme organized under the laws of the Republic of Senegal]
Registered Office Address: [Insert registered office address — e.g., [Insert Street Address], Dakar, Senegal]
Organizational Identifier: [Insert applicable organizational identifier — e.g., Registre du Commerce et du Crédit Mobilier (RCCM) No. [__]; NINEA No. [__]]
Transaction Documents to which this Guarantor is a Party:
(i) Indenture (as Guarantor);
(ii) Collateral Agreement (Senegal) — Nantissement and Cession Fiduciaire, dated as of [Insert Closing Date], between [Insert Guarantor Name] and the Collateral Agent;
(iii) Purchase Agreement;
(iv) Registration Rights Agreement; and
(v) [Insert any additional Transaction Documents to which this Guarantor is a party].
Local Counsel Confirmation: [Insert local counsel firm name — e.g., [__] Avocats, Dakar, Senegal] has confirmed the authority of the persons listed below to bind this Guarantor under Senegalese law and the Uniform Acts of the Organisation pour l'Harmonisation en Afrique du Droit des Affaires ("OHADA"). [Reference: Legal opinion of [Insert local counsel firm name] dated [Insert Closing Date].]
[Instruction: List below each officer, director, or other authorized person of this Guarantor who is empowered to execute Transaction Documents on behalf of this Guarantor. For entities organized under Senegalese law or OHADA law, titles may include "Directeur Général," "Président du Conseil d'Administration," "Administrateur," or similar designations. Add additional rows as needed. Each listed person must sign in original ink in the "Specimen Signature" column.]
Table of Authorized Signatories — Guarantor Subsidiary 4:
Schedule C-5 — Guarantor Subsidiary 5
SCHEDULE C-5
GUARANTOR
Entity Name: [Insert Full Legal Name of Guarantor Subsidiary 5]
Jurisdiction of Organization / Entity Type: [Insert jurisdiction of organization and entity type — e.g., corporation organized under the laws of the State of Delaware]
Registered Agent Name and Address: [Insert registered agent name and address — e.g., [Insert Registered Agent Name], [Insert Street Address], [Insert City], Delaware [Insert Zip Code]]
Employer Identification Number (EIN): [Insert EIN, if applicable — e.g., []-[_]]
Transaction Documents to which this Guarantor is a Party:
(i) Indenture (as Guarantor);
(ii) [Insert applicable Security Document(s)], dated as of [Insert Closing Date], between [Insert Guarantor Name] and the Collateral Agent;
(iii) Purchase Agreement;
(iv) Registration Rights Agreement; and
(v) [Insert any additional Transaction Documents to which this Guarantor is a party].
[Instruction: List below each officer, director, or other authorized person of this Guarantor who is empowered to execute Transaction Documents on behalf of this Guarantor. Add additional rows as needed. Each listed person must sign in original ink in the "Specimen Signature" column.]
Table of Authorized Signatories — Guarantor Subsidiary 5:
Schedule C-6 — Guarantor Subsidiary 6
SCHEDULE C-6
GUARANTOR
Entity Name: [Insert Full Legal Name of Guarantor Subsidiary 6]
Jurisdiction of Organization / Entity Type: [Insert jurisdiction of organization and entity type — e.g., private limited company incorporated under the laws of England and Wales]
Registered Office Address: [Insert registered office address — e.g., [Insert Street Address], London [Insert Postcode], England]
Companies House Registration Number: [Insert Companies House registration number, if applicable — e.g., Company No. [__]]
Transaction Documents to which this Guarantor is a Party:
(i) Indenture (as Guarantor);
(ii) Collateral Agreement (England) — Debenture, dated as of [Insert Closing Date], between [Insert Guarantor Name] and the Collateral Agent;
(iii) Purchase Agreement;
(iv) Registration Rights Agreement; and
(v) [Insert any additional Transaction Documents to which this Guarantor is a party].
Local Counsel Confirmation: [Insert local counsel firm name — e.g., [__] LLP, London, England] has confirmed the authority of the persons listed below to bind this Guarantor under the laws of England and Wales. [Reference: Legal opinion of [Insert local counsel firm name] dated [Insert Closing Date].]
[Instruction: List below each officer, director, or other authorized person of this Guarantor who is empowered to execute Transaction Documents on behalf of this Guarantor. For entities incorporated under the laws of England and Wales, attention should be paid to execution formalities under Section 44 of the Companies Act 2006 (execution by two directors, or by a director and the company secretary). Add additional rows as needed. Each listed person must sign in original ink in the "Specimen Signature" column.]
Table of Authorized Signatories — Guarantor Subsidiary 6:
PART IV — ADDITIONAL SCHEDULES (IF APPLICABLE)
Schedule D — Additional Guarantors Joined by Supplemental Indenture
SCHEDULE D
ADDITIONAL GUARANTORS — SUPPLEMENTAL INDENTURE
[Instruction: If any additional Guarantor subsidiary is joined to the Indenture by a Supplemental Indenture prior to or on the Closing Date, add a schedule in the format of Schedules C-1 through C-6 above for each such entity. Each such additional schedule should be numbered consecutively (e.g., Schedule C-7, Schedule C-8, etc.) and should include (a) the full legal name of the additional Guarantor, (b) its jurisdiction of organization and entity type, (c) its registered office address and organizational identifier, (d) a list of the Transaction Documents to which it is a party, (e) local counsel confirmation (if organized outside the United States), and (f) a table of authorized signatories with specimen signatures.]
[Reserved — to be completed if applicable.]
If no additional Guarantors have been joined by Supplemental Indenture as of the Closing Date, this Schedule D shall be deemed not applicable and may be disregarded for purposes of this Certificate.
PART V — EXECUTION AND ATTESTATION
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, separate certificates or separate execution pages may be required for each entity for which a different certifying officer must sign.]
IN WITNESS WHEREOF, the undersigned has executed this Incumbency Certificate as of the date set forth below, on behalf of each Covered Entity and not in any individual or personal capacity.
[INSERT ISSUER FULL LEGAL NAME] (on its own behalf and on behalf of each Covered Entity listed herein)
By: ________
Name: [Insert Name of Certifying Officer]
Title: [Insert Title — e.g., Secretary / Assistant Secretary / Director]
Date: [Insert Closing Date]
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 authorized to do so. The counter-signing officer should be a senior officer or a member of the board of directors — e.g., the Chief Executive Officer, the Board Chair, or another Director of the Issuer.]
The undersigned, [Insert Name of Counter-Signing Officer], being the duly [elected / appointed] [Insert Title — e.g., Chief Executive Officer / Board Chair / Director] of [Insert Issuer Full Legal Name], hereby confirms that [Insert Name of Certifying Officer] is the duly [elected / appointed] [Insert Title — e.g., Secretary / Assistant Secretary / Director] of [Insert Issuer Full Legal Name], that [he/she] holds such office as of the date hereof, and that the signature set forth in Section 5.1 above is the true and genuine signature of such person.
[INSERT ISSUER FULL LEGAL NAME]
By: ________
Name: [Insert Name of Counter-Signing Officer]
Title: [Insert Title — e.g., Chief Executive Officer / Board Chair / Director]
Date: [Insert Closing Date]
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 schedule) may be required — consult with local counsel in each relevant jurisdiction to determine (a) whether notarization or apostille is required, (b) the form of notarial acknowledgment required, and (c) any additional formalities (e.g., consularization, legalization, or sworn translation). If notarization is not required, this Section 5.3 may be deleted or marked "Not Applicable."]
NOTARIAL ACKNOWLEDGMENT
STATE OF [___] )
) ss.:
COUNTY OF [___] )
On this _ day of ___, 20_, before me, the undersigned notary public, personally appeared ______, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that [he/she] executed the same in [his/her] authorized capacity, and that by [his/her] signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
________________________________________
Notary Public
Name (printed): ________ My Commission Expires: ________ [Notarial Seal / Stamp]
PART VI — NOTES AND INSTRUCTIONS FOR COMPLETION
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 case at or prior to the closing of the issuance and sale of the Notes. The number of original counterparts required should be confirmed with counsel for each of the foregoing parties.
(b) All names and titles set forth in the Schedules hereto must correspond exactly to the organizational documents (e.g., certificate of incorporation, articles of association, memorandum of association, certificate of formation, limited liability company agreement, or equivalent constitutive document) and the board resolutions, member resolutions, or shareholder resolutions (as applicable) of each Covered Entity authorizing the execution and delivery of the Transaction Documents.
(c) If an authorized signatory holds positions at more than one Covered Entity, such person's name, title, and specimen signature must appear on each applicable Schedule. A specimen signature provided on one Schedule shall not be deemed to apply to any other Schedule unless such person's name and title are separately listed on such other Schedule.
(d) Each specimen signature must be provided in original ink. Facsimile, stamped, or digitally reproduced signatures are not acceptable as specimen signatures for purposes of this Certificate, unless otherwise agreed in writing by the Trustee and the Initial Purchasers.
(e) The certifying officer should retain a copy of this Certificate (together with copies of all supporting board or member resolutions) in the corporate records of each Covered Entity.
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 law to bind the relevant Covered Entity. Such confirmation should address, at a minimum, (i) whether the listed signatories have been duly appointed to the offices or positions indicated, (ii) whether any additional corporate or regulatory approvals are required for such persons to execute the Transaction Documents, and (iii) whether the form and substance of this Certificate are sufficient under local law to evidence the authority of the listed signatories.
(b) References to applicable local counsel opinions should be noted on each applicable Schedule — e.g., "[Insert local counsel firm name] has confirmed authority under [Insert jurisdiction] law."
(c) For Guarantors organized under the laws of England and Wales, attention should be paid to the execution requirements of Section 44 of the Companies Act 2006 (which generally provides that a document is validly executed by a company if it is signed by two authorized signatories, being either two directors or one director and the company secretary). The schedules for any such Guarantor should list at least two persons who satisfy these requirements.
(d) For Guarantors organized under Senegalese law or OHADA law, the certifying officer should confirm with local counsel that the listed signatories have authority to execute the nantissement and cession fiduciaire (or other security instruments governed by Senegalese law or the OHADA Uniform Act on Security Interests) and that any required filings, registrations, or notarizations in connection therewith have been identified and will be completed at or promptly following closing.
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 certificate shall be in substantially the form hereof and shall be delivered to [Insert Trustee Full Legal Name], the Collateral Agent, and the Initial Purchasers promptly upon such change and, in any event, no later than the Closing Date.
(b) Following the Closing Date, if the Indenture or any other Transaction Document requires the delivery of updated incumbency certificates in connection with (i) the joinder of additional Guarantors by Supplemental Indenture, (ii) the replacement of authorized signatories, or (iii) any other event requiring the delivery of updated incumbency information, such updated certificates should be prepared in substantially the form of this Certificate and delivered to the Trustee and the Collateral Agent in accordance with the requirements of the Indenture and the applicable Transaction Documents.
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 organizational documents (e.g., certificate of incorporation, articles of association, bylaws, limited liability company agreement, or equivalent constitutive documents) and board or member resolutions of each Covered Entity authorizing the execution and delivery of the Transaction Documents.
(b) Officers' Certificate — a certificate of one or more officers of the Issuers, certifying as to the accuracy of the representations and warranties of the Issuers and the Guarantors contained in the Purchase Agreement and the Indenture as of the Closing Date, and as to the satisfaction of the conditions to closing set forth in the Purchase Agreement.
(c) Board / Member Resolutions — certified copies of the resolutions of the board of directors (or equivalent governing body) or the members (as applicable) of each Covered Entity, authorizing the execution, delivery, and performance of the Transaction Documents to which such Covered Entity is a party and the consummation of the transactions contemplated thereby.