Common use of Corporate Documents; Proceedings; etc Clause in Contracts

Corporate Documents; Proceedings; etc. (a) On the Effective Date, the Agents shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective Date, signed by an Authorized Officer and attested to by the Secretary or any Assistant Secretary of each Credit Party, together with copies of the Certificate of Incorporation and By-Laws of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the Agents. (b) All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by the Credit Documents shall be reasonably satisfactory in form and substance to the Agents and the Required Banks, and the Agents shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer the chairman of the board, the chief executive officer, the president, the chief financial officer or any vice president of such Credit Party, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation and Byby-Laws laws (or other equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate On the Initial Borrowing Date, all corporate, limited liability company, partnership and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, approvals and good standing certificates and bring-down telegrams or facsimiles, if anycertificates, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate corporate, limited liability company, partnership or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Original Effective Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Original Effective Date, signed by an Authorized Officer the chairman of the board, the chief executive officer, the president or any vice president of each Credit Party, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of each such Credit Party, in the form of Exhibit F, with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate On the Original Effective Date, all corporate, limited liability company, partnership and legal proceedings proceedings, and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents Documents, shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate corporate, limited liability company and partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer the President or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate of Incorporation incorporation (or equivalent organizational document) and Byby-Laws laws of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each such certificate of incorporation and by-laws shall be in the form provided to the Agents prior to the Effective Date or in such other form as is reasonably acceptable to the Agents, and the foregoing resolutions shall be in form and substance reasonably acceptable to the Agents. (b) All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit other Documents shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAgents, and the Agents shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and (in the case of the Borrower, Merger Sub and Red Lion) bring-down telegrams or facsimiles, if any, which the Agents any Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificatecertificate from each Credit Party or, with sufficient copies for each Bankwhere applicable, the general partner of such Credit Party, dated as of the Effective Initial Borrowing Date, signed by an the chairman of the board, the chief executive officer, the president, any vice president, or any other Authorized Officer Representative of such Person, and attested to by the Secretary secretary, any assistant secretary or any Assistant Secretary other Authorized Representative of each Credit Partysuch Person other than the Authorized Representative signing such certificate of such Person, in the form of Exhibit E, with appropriate insertions, together with copies of the Certificate certificate of Incorporation incorporation and Byby-Laws laws (or equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party (or, where applicable, the general partner of such Credit Party) referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate On the Initial Borrowing Date, all corporate, limited liability company, partnership and legal proceedings proceedings, and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents Documents, shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate corporate, limited liability company and partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper partnership, corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Initial Borrowing Date, signed by an Authorized the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer or the Controller of such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation and Byby-Laws laws (or equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the AgentsAdministrative Agent. (b) All On the Initial Borrowing Date, all corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate corporate, limited liability company or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (ai) On the Effective Date, the Agents The Mandated Lead Arranger shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective Datesuch date, signed by an Authorized Officer Officer, member or general partner of the Credit Party owning or operating the Existing Vessel, and attested to by the Secretary secretary or any Assistant Secretary of each assistant secretary (or, to the extent such Credit Party does not have a secretary or assistant secretary, the analogous Person within such Credit Party) of such Credit Party, as the case may be, in the form of Exhibit D, with appropriate insertions, together with copies of any changes to the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and for certifying there have been no changes thereto or to the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the AgentsMandated Lead Arranger. (bii) All corporate corporate, limited liability company, partnership and legal proceedings proceedings, and all material instruments and agreements in connection with the transactions contemplated by the Credit Documents this Agreement, shall be reasonably satisfactory in form and substance to the Agents and the Required BanksMandated Lead Arranger, and the Agents Mandated Lead Arranger shall have received all information and copies of all documents and papers, including records of corporate corporate, limited liability company and partnership proceedings, governmental approvals, approvals and good standing certificates and bring-down telegrams or facsimilescertificates, if any, which the Agents reasonably Mandated Lead Arranger may have reasonably requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On or prior to the Restatement Effective Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Restatement Effective Date, signed by an Authorized the Chairman of the Board, the President, the Chief Financial Officer or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate of Incorporation incorporation and Byby-Laws laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate corporate, partnership and limited liability company and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents Administrative Agent and the Required BanksLenders, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Date, signed by an Authorized Officer the Chairman of the Board, the President or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate of Incorporation incorporation (or equivalent organizational document) and Byby-Laws laws of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be in form and substance reasonably acceptable to the AgentsAdministrative Agent and the Documentation Agent. (b) All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents Administrative Agent, the Documentation Agent and the Required BanksLenders, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On The Borrower shall cause the Effective Date, the Agents shall have received Administrative Agent to receive a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Second Closing Date, signed by an Authorized Officer and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit H with appropriate insertions, together with copies of the Certificate certificate of Incorporation incorporation and ByinfoUSA Amended and Restated Credit Agreement by-Laws laws (or equivalent organizational documents) of such Credit Party if not delivered pursuant to the Old Credit Agreement, and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate corporate, partnership and limited liability company and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by the OneSource Acquisition Documents, this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents Administrative Agent and the Required BanksLenders, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Incremental Term Loan Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective Incremental Term Loan Borrowing Date, signed by an Authorized Officer of each Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, as the case may be, in the form of Exhibit F with appropriate insertions, together with (to the extent required by such certificate) copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable satisfactory to the AgentsAdministrative Agent. (b) All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents Administrative Agent and the Required BanksLenders, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents any Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective Initial Borrowing Date, signed by the Chairman of the Board, the President, any Vice President, the Chief Financial Officer, the Treasurer or an Authorized Officer Representative of each Credit Party, and attested to by the Secretary or Secretary, any Assistant Secretary or another Authorized Representative of each such Credit PartyParty in the form of Exhibit F, with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the Agents. (b) All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit other Documents shall be reasonably satisfactory in form and substance to the Agents and the Required BanksLenders, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents any Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Date, the Agents Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Date, signed on behalf of such Credit Party by an Authorized Officer the Chairman of the Board, the Chief Executive Officer, the President or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, together in the form of Exhibit F with appropriate insertions, toge ther with copies of the Certificate certificate or articles of Incorporation incorporation (or equivalent organizational document) and Byby-Laws laws of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be in form and substance reasonably acceptable to the AgentsAgent. (b) All corporate and legal proceedings and all material instruments and agreements agree ments in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents Agent and the Required Banks, and the Agents Agent shall have received all information infor mation and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of On the Effective Date Date, the corporate, ownership and signed capital structure (including, without limitation, the terms of any capital stock, options, warrants or other securities issued by the Authorized Officers, giving the name and bearing a specimen signature Borrower or any of each individual who shall sign, in the name and on behalf its Subsidiaries) of each of Holdings, the Borrower and its Subsidiaries, each of Subsidiaries shall be in form and substance reasonably satisfactory to the Credit Documents Agent and related agreementsthe Required Banks.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for each Bankcertificate from the Borrower, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer the Chairman of the Board, the Chief Executive Officer, the President or any Vice President of the Borrower, and attested to by the Secretary or any Assistant Secretary of each Credit Partythe Borrower, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation and Byby-Laws laws (or equivalent organizational documents), as applicable, of such Credit Party the Borrower and the resolutions of such Credit Party the Borrower referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the AgentsAdministrative Agent. (b) All On the Initial Borrowing Date, all corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit other Documents shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate corporate, limited liability company or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from (i) each BankCredit Party (other than the Land Trusts), dated as of the Effective Date, signed on behalf of such Credit Party by an Authorized Officer the chairman of the board, the chief executive officer, the president, the chief financial officer or any vice president of such Credit Party, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation (or equivalent organizational document) and Byby-Laws laws of such Credit Party and the resolutions of such Credit Party referred to in such certificatecertificate and (ii) each Land Trust, dated on or prior to the Effective Date and signed on behalf on such Land Trust by an authorized representative thereof, together with certified copies of the organizational documents of such Land Trust, and all of the foregoing shall be in form and substance reasonably acceptable to the Agents. (b) All corporate corporate, trust and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit other Documents shall be reasonably satisfactory in form and substance to the Agents and the Required Banks, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents any Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate corporate, trust or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective Initial Borrowing Date, signed by the Chairman of the Board, the President, any Vice President, the Treasurer or an Authorized Officer authorized manager, member or general partner of each Credit Party, and attested to by the Secretary or any Assistant Secretary of each (or, to the extent such Credit Party does not have a Secretary or Assistant Secretary, the analogous Person within such Credit Party) of such Credit Party, as the case may be, in the form of Exhibit D, with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate corporate, limited liability company, partnership and legal proceedings proceedings, and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit Documents other Documents, shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate corporate, limited liability company and partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents reasonably Administrative Agent may have reasonably requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective Date, signed by an Authorized Officer Officer, member or general partner of each Credit Party, and attested to by the Secretary secretary or any Assistant Secretary of each assistant secretary (or, to the extent such Credit Party does not have a secretary or assistant secretary, the analogous Person within such Credit Party) of such Credit Party, as the case may be, in substantially the form of Exhibit D, with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate corporate, limited liability company, partnership and legal proceedings proceedings, and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit Documents other Documents, shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate corporate, limited liability company and partnership proceedings, governmental approvals, approvals and good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents reasonably Administrative Agent may have reasonably requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Restatement Effective Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Restatement Effective Date, signed on behalf of such Credit Party by an Authorized Officer the Chairman of the Board, the Chief Executive Officer, the President, any Vice President or any Director of such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation (or equivalent organizational document) and Byby-Laws laws of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be in form and substance reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents Administrative Agent and the Required BanksLenders, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Restatement Effective Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankPerson becoming a Credit Party as a result of the Sea Mar Acquisition, dated as of the Restatement Effective Date, signed by an Authorized Officer the Chairman of the Board, the Chief Executive Officer, the President or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation (or equivalent organizational document) and Byby-Laws laws of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be in form and substance reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents each Agent and the Required Banks, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents such Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from the Borrower and each BankSubsidiary thereof, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer the Chairman of the Board, the President, any Vice President or, in the case of any certificate from any Subsidiary of the Borrower only, the Secretary of each such Person, and attested to by the Secretary or any Assistant Secretary of each Credit Partysuch Person, in the form of Exhibit G with appropriate insertions, together with copies of the Certificate certificate of Incorporation incorporation (or equivalent organizational document) and Byby-Laws laws of such Credit Party Person and the resolutions of such Credit Party Person referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Agents. (b) All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents and the Required BanksLenders, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents either Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings On the Initial Borrowing Date, the corporate, ownership and each Credit Party an incumbency certificatecapital structure (including, dated as without limitation, the terms of the Effective Date and signed any capital stock, options, warrants or other securities issued by the Authorized Officers, giving the name and bearing a specimen signature Borrower or any of each individual who shall sign, in the name and on behalf its Subsidiaries) of each of Holdings, the Borrower and its Subsidiaries, each of Subsidiaries shall be in form and substance reasonably satisfactory to the Credit Documents Agents and related agreementsthe Required Lenders.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer the Chairman of the Board, the Chief Executive Officer, the President or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation and Byby-Laws laws (or equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the AgentsAdministrative Agent. (b) All On the Initial Borrowing Date, all corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit other Documents shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate corporate, limited liability company or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer the chairman of the board, the chief executive officer, the president, the chief financial officer or any vice president of such Credit Party, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of each such Credit Party, substantially in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation and Byby-Laws laws (or equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate On the Initial Borrowing Date, all corporate, partnership, limited liability company and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents reasonably Administrative Agent may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate corporate, partnership, limited liability company or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective Date, signed by an Authorized Officer Officer, member or general partner of the Borrower and each Initial Subsidiary Guarantor, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary (or, to the extent the Borrower or any of the Initial Subsidiary Guarantors do not have a secretary or assistant secretary, the analogous Person within the Borrower or Initial Subsidiary Guarantors) of the Borrower and each Credit PartyInitial Subsidiary Guarantor, in substantially the form of Exhibit D, with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party the Borrower and each Initial Subsidiary Guarantor and the resolutions of such Credit Party the Borrower and each Initial Subsidiary Guarantor referred to in such certificate, and the foregoing shall be reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate corporate, limited liability company, partnership and legal proceedings proceedings, and all material instruments and agreements in connection with the transactions contemplated by the Credit Documents this Agreement, shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate corporate, limited liability company and partnership proceedings, governmental approvals, approvals and good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents reasonably Administrative Agent may have reasonably requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer the chairman of the board, the chief executive officer, the president or any vice president of such Credit Party, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation and Byby-Laws laws (or equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Agents. (b) All corporate On the Initial Borrowing Date, all corporate, partnership, limited liability company and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAgents, and the Agents shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents reasonably any Agent may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate corporate, partnership, limited liability company or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Restatement Effective Date, the Agents shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Restatement Effective Date, signed by an Authorized Officer the President or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate of Incorporation incorporation (or equivalent organizational document) and Byby-Laws laws of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each such certificate of incorporation and by-laws shall be in the form provided to the Agents prior to the Restatement Effective Date or in such other form as is reasonably acceptable to the Agents, and the foregoing resolutions shall be in form and substance reasonably acceptable to the Agents. (b) All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit other Documents shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAgents, and the Agents shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents reasonably any Agent may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Executive Vice President or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate of Incorporation incorporation (or equivalent organizational document) and Byby-Laws laws of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be in form and substance reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit other Documents shall be reasonably satisfactory in form and substance to the Agents Administrative Agent and the Required Banks, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings On the Initial Borrowing Date, the corporate, ownership and each Credit Party an incumbency certificatecapital structure (including, dated as without limitation, the terms of the Effective Date and signed any capital stock, options, warrants or other securities issued by the Authorized Officers, giving the name and bearing a specimen signature Borrower or any of each individual who shall sign, in the name and on behalf its Subsidiaries) of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.Subsidiaries shall be in

Corporate Documents; Proceedings; etc. (ai) On the Effective each Vessel Acquisition Borrowing Date, the Agents Mandated Lead Arranger shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective such Borrowing Date, signed by an Authorized Officer Officer, member or general partner of the Credit Party consummating the Vessel Acquisition on such date, and attested to by the Secretary secretary or any Assistant Secretary of each assistant secretary (or, to the extent such Credit Party does not have a secretary or assistant secretary, the analogous Person within such Credit Party) of such Credit Party, as the case may be, in the form of Exhibit D, with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the AgentsMandated Lead Arranger. (bii) All corporate corporate, limited liability company, partnership and legal proceedings proceedings, and all material instruments and agreements in connection with the transactions contemplated by the Credit Documents this Agreement, shall be reasonably satisfactory in form and substance to the Agents and the Required BanksMandated Lead Arranger, and the Agents Mandated Lead Arranger shall have received all information and copies of all documents and papers, including records of corporate corporate, limited liability company and partnership proceedings, governmental approvals, approvals and good standing certificates and bring-down telegrams or facsimilescertificates, if any, which the Agents reasonably Mandated Lead Arranger may have reasonably requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer the chairman of the board, the chief executive officer, the treasurer, the president or any vice president of such Credit Party, and attested to by the Secretary secretary -40- or any Assistant Secretary assistant secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation and Byby-Laws laws (or equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate On the Initial Borrowing Date, all corporate, partnership, limited liability company and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents reasonably Administrative Agent may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate corporate, partnership, limited liability company or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party (other than SITEL Belgium NV and SITEL Teleservices Canada Inc.), dated as of the Effective Date, signed on behalf of such Credit Party by an Authorized Officer the Chairman of the Board, the Chief Executive Officer, the President, any Vice President or any Director of such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation (or equivalent organizational document) and Byby-Laws laws of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be in form and substance reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents Administrative Agent and the Required BanksLenders, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (ai) On the Effective Date, the Agents The Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Date, signed by the chairman of the board, the chief executive officer, the president, any vice president of each Credit Party (or, to the extent any Credit Party does not have such officers, an Authorized Officer officer, director or manager that is an authorized signatory thereof for such purposes), and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of each such Credit PartyParty (or to the extent that any Credit Party does not have such officers, an officer, director or manager that is an authorized signatory thereof for such purposes), in the form of Exhibit F, with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be reasonably acceptable to the AgentsAgent. (bii) All corporate On the Effective Date, all corporate, limited liability company, partnership and legal proceedings proceedings, and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents Documents, shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAgent, and the Agents Agent shall have received all information and copies of all documents and papers, including records of corporate corporate, limited liability company and partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Agent reasonably may have requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Date, signed by an Authorized Officer the chairman of the board, the chief executive officer, the president, the chief financial officer or any vice president of such Credit Party, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of each such Credit Party, substantially in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation and Byby-Laws laws (or equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Agents. (b) All corporate On the Effective Date, all corporate, partnership, limited liability company and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAgents, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates (other than with respect to Charter Medical of Puerto Rico, Inc. and MBH of Puerto Rico, Inc. which shall be delivered by Magellan to the Administrative Agent within 60 days after the Effective Date or such later date as agreed by the Administrative Agent in its reasonable discretion) and bring-down telegrams or facsimiles, if any, which the Agents reasonably any Agent may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate corporate, partnership, limited liability company or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Amendment and Restatement Effective Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Amendment and Restatement Effective Date, signed by an Authorized Officer and attested to by the Secretary chairman of the board, the chief executive officer, any managing director, the president or any Assistant Secretary vice president or director of each such Credit Party, with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and the resolutions of the governing authority of such Credit Party referred to in such certificate, and each of the foregoing shall be reasonably acceptable to the Agents.Administrative Agent (b) All corporate On the Amendment and Restatement Effective Date, all corporate, limited liability company, partnership and legal proceedings proceedings, and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents Documents, shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate corporate, limited liability company and partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial -------------------------------------- Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer the chairman of the board, the president, any vice president, the chief financial officer or the treasurer of each Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with (in the case of the Parent, the Borrower and each First-Tier Subsidiary of the Parent or the Borrower) copies of the Certificate certificate of Incorporation incorporation and Byby-Laws laws of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the Agents. (b) All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit other Documents shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAgents, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Date, signed by an Authorized Officer the chairman of the board, the chief executive officer, the president, the chief financial officer or any vice president of such Credit Party, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation and Byby-Laws laws (or equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the AgentsAdministrative Agent. (b) All On the Effective Date, all corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit other Documents shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate corporate, limited liability company or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Restatement Effective Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for each Bank, dated as of the Restatement Effective Date, signed by an Authorized Officer of each Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, all in the form of Exhibit G with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation, partnership agreement, limited liability company agreement and Byby-Laws laws (or other equivalent organization documents) of such Credit Party and the resolutions resolutions, or such other administrative approval, of such Credit Party Party, as the case may be, referred to in such certificate, and all of the foregoing shall be reasonably acceptable to the Agents. (b) All On the Restatement Effective Date, all corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents and the Required Banks, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer of each Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, all in the form of Exhibit F with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws of such Credit Party Party, as the case may be, and the resolutions resolutions, or such other administrative approval, of such Credit Party Party, as the case may be, referred to in such certificate, and the foregoing shall be reasonably acceptable to the AgentsAdministrative Agent. (b) All On the Initial Borrowing Date, all corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit other Documents shall be reasonably satisfactory in form and substance to the Agents Administrative Agent and the Required Banks, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (ai) On the Effective Date, the Agents The Administrative Agent shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective Datesuch date, signed by an Authorized Officer Officer, member or general partner of the Credit Party owning or operating the Vessel to which such Loan relates, and attested to by the Secretary secretary or any Assistant Secretary of each assistant secretary (or, to the extent such Credit Party does not have a secretary or assistant secretary, the analogous Person within such Credit Party) of such Credit Party, as the case may be, in the form of Exhibit D, with appropriate insertions, together with copies of any changes to the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and for certifying there have been no changes thereto or to the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the AgentsAdministrative Agent. (bii) All corporate corporate, limited liability company, partnership and legal proceedings proceedings, and all material instruments and agreements in connection with the transactions contemplated by the Credit Documents this Agreement, shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate corporate, limited liability company and partnership proceedings, governmental approvals, approvals and good standing certificates and bring-down telegrams or facsimilescertificates, if any, which the Agents reasonably Administrative Agent may have reasonably requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Date, the Agents each Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Date, signed by an Authorized Officer the Chairman of the Board, the Chief Executive Officer, the President or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation (or equivalent organizational document) and Byby-Laws laws of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be in form and substance reasonably acceptable to the Agents. (b) All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents each Agent and the Required Banks, and the Agents each Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents such Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of On the Effective Date Date, the corporate, ownership and signed capital structure (including, without limitation, the terms of any capital stock, options, warrants or other securities issued by the Authorized Officers, giving the name and bearing a specimen signature Borrower or any of each individual who shall sign, in the name and on behalf its Subsidiaries) of each of Holdings, the Borrower PESCO and its Subsidiaries, each of Subsidiaries shall be in form and substance reasonably satisfactory to the Credit Documents Agents and related agreementsthe Required Banks.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer of each Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, as the case may be, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable satisfactory to the AgentsAdministrative Agent. (b) All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit other Documents shall be reasonably satisfactory in form and substance to the Agents Administrative Agent and the Required BanksLenders, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents any Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of On the Effective Initial Borrowing Date and signed after giving effect to the Transaction, the ownership and capital structure (including, without limitation, the terms of any capital stock, options, warrants or other securities issued by the Authorized OfficersBorrower or any of its Subsidiaries), giving the name and bearing a specimen signature management of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of Subsidiaries shall be in form and substance reasonably satisfactory to the Credit Documents Administrative Agent and related agreementsthe Required Lenders.

Corporate Documents; Proceedings; etc. (ai) On the Effective DateBorrowing Date of a Loan in respect of deposits under Purchase Agreements for any Additional Vessel (other than a Capesize Vessel), the Agents Mandated Lead Arranger shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective such Borrowing Date, signed by an Authorized Officer Officer, member or general partner of the Credit Party consummating the Vessel Acquisition on such date, and attested to by the Secretary secretary or any Assistant Secretary of each assistant secretary (or, to the extent such Credit Party does not have a secretary or assistant secretary, the analogous Person within such Credit Party) of such Credit Party, as the case may be, in substantially the form of Exhibit D, with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the AgentsMandated Lead Arranger. (bii) All corporate corporate, limited liability company, partnership and legal proceedings proceedings, and all material instruments and agreements in connection with the transactions contemplated by the Credit Documents this Agreement, shall be reasonably satisfactory in form and substance to the Agents and the Required BanksMandated Lead Arranger, and the Agents Mandated Lead Arranger shall have received all information and copies of all documents and papers, including records of corporate corporate, limited liability company and partnership proceedings, governmental approvals, approvals and good standing certificates and bring-down telegrams or facsimilescertificates, if any, which the Agents reasonably Mandated Lead Arranger may have reasonably requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (ai) On the Effective Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective Date, signed by the Chairman of the Board, the President, any Vice President, the Treasurer or an Authorized Officer authorized manager, member or general partner of each Credit Party, and attested to by the Secretary or any Assistant Secretary of each (or, to the extent such Credit Party does not have a Secretary or Assistant Secretary, the analogous Person within such Credit Party) of such Credit Party, as the case may be, in the form of Exhibit E, with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the AgentsAdministrative Agent and each of the Joint Lead Arrangers. (bii) All corporate corporate, limited liability company, partnership and legal proceedings proceedings, and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit Documents other Documents, shall be reasonably satisfactory in form and substance to the Agents Administrative Agent and each of the Required BanksJoint Lead Arrangers, and the Agents Administrative Agent and the Joint Lead Arrangers shall have received all information and copies of all documents and papers, including records of corporate corporate, limited liability company and partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents reasonably Administrative Agent or either Joint Lead Arranger may have reasonably requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer of each Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, all in the form of Exhibit F with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws of such Credit Party Party, as the case may be, and the resolutions resolutions, or such other administrative approval, of such Credit Party Party, as the case may be, referred to in such certificate, and the foregoing shall be reasonably acceptable to the AgentsAdministrative Agent. (b) All On the Initial Borrowing Date, all corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit other Documents shall be reasonably satisfactory in form and substance to the Agents Administrative Agent and the Required BanksLenders, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer of each Credit Party, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of each such Credit Party, substantially in the form of Exhibit G, with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate On the Initial Borrowing Date, all corporate, limited liability company, partnership and legal proceedings proceedings, and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents Documents, shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate corporate, limited liability company and partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (ai) On the Effective DateBorrowing Date for the initial Pre-Delivery Installment in respect of an Additional Newbuilding Vessel, the Agents Mandated Lead Arranger shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective such Borrowing Date, signed by an Authorized Officer Officer, member or general partner of the Credit Party consummating the Vessel Acquisition on such date, and attested to by the Secretary secretary or any Assistant Secretary of each assistant secretary (or, to the extent such Credit Party does not have a secretary or assistant secretary, the analogous Person within such Credit Party) of such Credit Party, as the case may be, in substantially the form of Exhibit D, with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the AgentsMandated Lead Arranger. (bii) All corporate corporate, limited liability company, partnership and legal proceedings proceedings, and all material instruments and agreements in connection with the transactions contemplated by the Credit Documents this Agreement, shall be reasonably satisfactory in form and substance to the Agents and the Required BanksMandated Lead Arranger, and the Agents Mandated Lead Arranger shall have received all information and copies of all documents and papers, including records of corporate corporate, limited liability company and partnership proceedings, governmental approvals, approvals and good standing certificates and bring-down telegrams or facsimilescertificates, if any, which the Agents reasonably Mandated Lead Arranger may have reasonably requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective Date, signed by an Authorized Officer Officer, member or general partner of the Borrower, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary (or, to the extent the Borrower does not have a secretary or assistant secretary, the analogous Person within the Borrower) of each Credit Partythe Borrower, in substantially the form of Exhibit D, with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party the Borrower and the resolutions of such Credit Party the Borrower referred to in such certificate, and the foregoing shall be reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate corporate, limited liability company, partnership and legal proceedings proceedings, and all material instruments and agreements in connection with the transactions contemplated by the Credit Documents this Agreement, shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate corporate, limited liability company and partnership proceedings, governmental approvals, approvals and good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents reasonably Administrative Agent may have reasonably requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificates from each BankCredit Party, dated as of the Effective Date, signed by an Authorized the president, any vice-president or a Senior Financial Officer of such Credit Party and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of each such Credit PartyParty or its general partner or managing member, as the case may be, in the form of Exhibit I with appropriate insertions, together with copies of the Certificate certificate of Incorporation incorporation and Byby-Laws laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and all of the foregoing shall be reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate Company and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents Administrative Agent and the Required BanksLenders, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Restatement Effective Date, the Agents Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Restatement Effective Date, signed on behalf of such Credit Party by an Authorized Officer the Chairman of the Board, the Chief Executive Officer, the President or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation (or equivalent organizational document) and Byby-Laws laws of such Credit Party (but only to the extent that any such organizational documents have been modified since the Effective Date) and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be in form and substance reasonably acceptable to the AgentsAgent. (b) All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit other Documents shall be reasonably satisfactory in form and substance to the Agents Agent and the Required Banks, and the Agents Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer the Chairman of the Board, the President or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate of Incorporation incorporation (or equivalent organizational document) and Byby-Laws laws of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be in form and substance reasonably acceptable to the AgentsAgent. (b) All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit other Documents shall be reasonably satisfactory in form and substance to the Agents Agent and the Required Banks, and the Agents Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from On the Initial Borrowing Date, the corporate, ownership and capital structure (including, without limitation, the terms of any capital stock, options, warrants or other securities issued by Holdings or any of its Subsidiaries) of Holdings and each Credit Party an incumbency certificate, dated as of its Subsidiaries shall be in form and substance reasonably satisfactory to the Effective Date Agent and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreementsRequired Banks.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Initial Borrowing Date, signed by an Authorized the Chairman of the Board, the President, the Chief Financial Officer or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate of Incorporation incorporation and Byby-Laws laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate corporate, partnership and limited liability company and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit other Documents shall be reasonably satisfactory in form and substance to the Agents Administrative Agent and the Required BanksLenders, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer the President or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate of Incorporation incorporation (or equivalent organizational document) and Byby-Laws laws of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each such certificate of incorporation and by-laws shall be in the form provided to the Agents prior to the Effective Date or in such other form as is reasonably acceptable to the Agents, and the foregoing resolutions shall be in form and substance reasonably acceptable to the Agents. (b) All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit other Documents shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAgents, and the Agents shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents reasonably any Agent may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Initial Borrowing Date, signed by an Authorized the Chairman of the Board, the President, the Chief Financial Officer or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate of Incorporation incorporation and Byby-Laws laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate corporate, partnership and limited liability company and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents Administrative Agent and the Required BanksLenders, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (ai) On the Amendment Effective Date, the Agents shall have received a certificate, with sufficient copies for each Bank, dated as of the Amendment Effective Date, signed by an Authorized Officer and attested to by the Secretary or any Assistant Secretary of each Credit Party, together with copies of the Certificate of Incorporation and By-Laws of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the Agents. (bii) All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by the Credit Documents shall be reasonably satisfactory in form and substance to the Agents and the Required Banks, and the Agents shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authorities. (ciii) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Amendment Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (ai) On the Effective Date, the Agents shall have received a A certificate, with sufficient copies for each Bank, dated as the date of the Effective Datedelivery of the relevant Additional Vessel to the relevant Credit Party, signed by an Authorized Officer Officer, member or general partner of the Credit Party owning or operating the Additional Vessel, and attested to by the Secretary secretary or any Assistant Secretary of each assistant secretary (or, to the extent such Credit Party does not have a secretary or assistant secretary, the analogous Person within such Credit Party) of such Credit Party, as the case may be, in the form of Exhibit D, with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the AgentsAdministrative Agent. (bii) All corporate corporate, limited liability company, partnership and legal proceedings proceedings, and all material instruments and agreements in connection with the transactions contemplated by the Credit Documents this Agreement, shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate corporate, limited liability company and partnership proceedings, governmental approvals, approvals and good standing certificates and bring-down telegrams or facsimilescertificates, if any, which the Agents reasonably Administrative Agent may have reasonably requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer of each Credit Party, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of each such Credit Party, in the form of Exhibit G, with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate On the Initial Borrowing Date, all corporate, limited liability company, partnership and legal proceedings proceedings, and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents Documents, shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate corporate, limited liability company and partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective ------------------------------------- Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Date, signed on behalf of such Credit Party by an Authorized Officer the Chairman of the Board, the Chief Executive Officer, the President or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation (or equivalent organizational document) and Byby-Laws laws of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be in form and substance reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate corporate, partnership, limited liability company and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents Administrative Agent and the Required Banks, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Date, the Agents shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Date, signed on behalf of such Credit Party by an Authorized Officer the Chairman of the Board, the Chief Executive Officer, the President or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation and Byby-Laws laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be in form and substance reasonably acceptable to the Agents. (b) All corporate corporate, partnership, limited liability company and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAgents, and the Agents shall have received all information and copies of all documents and papers, including records of corporate corporate, partnership or limited liability company proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective Date, signed by the President, any Vice President, the Treasurer or an Authorized Officer authorized manager, member or general partner of each Credit Party, and attested to by the Secretary or any Assistant Secretary of each (or, to the extent such Credit Party does not have a Secretary or Assistant Secretary, the analogous Person within such Credit Party) of such Credit Party, as the case may be, in the form of Exhibit D, with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate corporate, limited liability company, partnership and legal proceedings proceedings, and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents Documents, shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate corporate, limited liability company and partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents reasonably Administrative Agent may have reasonably requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Mandated Lead Arranger shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer Officer, member or general partner of each Credit Party, and attested to by the Secretary secretary or any Assistant Secretary of each assistant secretary (or, to the extent such Credit Party does not have a secretary or assistant secretary, the analogous Person within such Credit Party) of such Credit Party, as the case may be, in substantially the form of Exhibit D, with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the AgentsMandated Lead Arranger. (b) All corporate corporate, limited liability company, partnership and legal proceedings proceedings, and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit Documents other Documents, shall be reasonably satisfactory in form and substance to the Agents and the Required BanksMandated Lead Arranger, and the Agents Mandated Lead Arranger shall have received all information and copies of all documents and papers, including records of corporate corporate, limited liability company and partnership proceedings, governmental approvals, approvals and good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents reasonably Mandated Lead Arranger may have reasonably requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Restatement Effective Date, the Agents Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Restatement Effective Date, signed on behalf of each such Credit Party by an Authorized Officer the Chairman of the Board, the Chief Executive Officer, the President or any Vice President of such Credit Party, and attested to by the Chief Financial Officer, the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation (or equivalent organizational document) and Byby-Laws laws of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be in form and substance reasonably acceptable to the AgentsAgent. (b) All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents Agent and the Required BanksLenders, and the Agents Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial -------------------------------------- Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer the Chairman of the Board, the Chief Executive Officer, the President or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit H with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation and Byby-Laws laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the AgentsAdministrative Agent. (b) All On the Initial Borrowing Date, all corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit other Documents shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate corporate, limited liability company or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (ai) On the Effective each Vessel Acquisition Borrowing Date, the Agents Lead Arrangers shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective such Borrowing Date, signed by an Authorized Officer Officer, member or general partner of the Credit Party consummating the Vessel Acquisition on such date, and attested to by the Secretary secretary or any Assistant Secretary of each assistant secretary (or, to the extent such Credit Party does not have a secretary or assistant secretary, the analogous Person within such Credit Party) of such Credit Party, as the case may be, in the form of Exhibit D, with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the AgentsLead Arrangers. (bii) All corporate corporate, limited liability company, partnership and legal proceedings proceedings, and all material instruments and agreements in connection with the transactions contemplated by the Credit Documents this Agreement, shall be reasonably satisfactory in form and substance to the Agents and the Required BanksLead Arrangers, and the Agents Lead Arrangers shall have received all information and copies of all documents and papers, including records of corporate corporate, limited liability company and partnership proceedings, governmental approvals, approvals and good standing certificates and bring-down telegrams or facsimilescertificates, if any, which the Agents reasonably Lead Arrangers may have reasonably requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer the Chairman of the Board, the Chief Executive Officer, the President or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation and Byby-Laws laws (or equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the AgentsAdministrative Agent and the Joint Lead Arrangers. (b) All On the Initial Borrowing Date, all corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit other Documents shall be reasonably satisfactory in form and substance to the Agents Administrative Agent and the Required BanksJoint Lead Arrangers, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent or either Joint Lead Arranger reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate corporate, limited liability company or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (ai) On the Fourth Amendment Effective Date, the Agents Administrative Agent shall have received a certificatecertificate of (i) Starwood Hotels & Resorts Worldwide, with sufficient copies for Inc. and (ii) Companhia Palmares Hotéis e Turismo, in each Bankcase, dated as of the Fourth Amendment Effective Date, signed by an Authorized Officer of such Credit Party, and attested to by the Secretary or Secretary, any Assistant Secretary or other Authorized Officer of each such Credit Party, substantially in the form of Exhibit G to the Existing Credit Agreement with appropriate insertions, together with copies of the Certificate declaration of Incorporation trust, certificate of incorporation and Byby-Laws laws or partnership agreement of such Credit Party (or other equivalent organizational documents) and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the AgentsAdministrative Agent. (bii) All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Fourth Amendment and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, approvals and good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer of each Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, all in the form of Exhibit F with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws of such Credit Party Party, as the case may be, and the resolutions resolutions, or such other administrative approval, of such Credit Party Party, as the case may be, referred to in such certificate, and the foregoing shall be reasonably acceptable to the AgentsAdministrative Agent. (b) All On the Initial Borrowing Date, all corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents Administrative Agent and the Required BanksLenders, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer the chairman of the board, the chief executive officer, the president, the chief financial officer or any vice president of such Credit Party, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation and Byby-Laws laws (or other equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate On the Initial Borrowing Date, all corporate, limited liability company, partnership and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit other Documents shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate corporate, limited liability company, partnership or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Lead Arrangers shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer Officer, member or general partner of each Credit Party, and attested to by the Secretary secretary or any Assistant Secretary of each assistant secretary (or, to the extent such Credit Party does not have a secretary or assistant secretary, the analogous Person within such Credit Party) of such Credit Party, as the case may be, in the form of Exhibit D, with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the AgentsLead Arrangers. (b) All corporate corporate, limited liability company, partnership and legal proceedings proceedings, and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit Documents other Documents, shall be reasonably satisfactory in form and substance to the Agents and the Required BanksLead Arrangers, and the Agents Lead Arrangers shall have received all information and copies of all documents and papers, including records of corporate corporate, limited liability company and partnership proceedings, governmental approvals, approvals and good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents reasonably Lead Arrangers may have reasonably requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer the Chairman of the Board, the Chief Financial Officer, the President or any Vice President of each Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, as the case may be, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable satisfactory to the Agents. (b) All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit other Documents shall be reasonably satisfactory in form and substance to the Agents and the Required BanksLenders, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents any Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of On the Effective Initial Borrowing Date and signed after giving effect to the Transaction, the ownership and capital structure (including, without limitation, the terms of any capital stock, options, warrants or other securities issued by the Authorized OfficersBorrower or any of its Subsidiaries), giving the name and bearing a specimen signature management of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower PCA and its Subsidiaries, each of Subsidiaries shall be in form and substance satisfactory to the Credit Documents Agents and related agreementsthe Required Lenders.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer the Chairman of the Board, the Chief Executive Officer, the President or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation and Byby-Laws laws (or equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Agents. (b) All On the Initial Borrowing Date, all corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit other Documents shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAgents, and each of the Agents shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents reasonably such Agent may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate corporate, limited liability company or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificates from each BankCredit Party, dated as of the Effective Date, signed by an Authorized the president, any vice-president or a Senior Financial Officer of such Credit Party or its general partner or managing member, as the case may be, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of each such Credit PartyParty or its general partner or managing member, as the case may be, in the form of Exhibit H with appropriate insertions, together with copies of the Certificate certificate of Incorporation incorporation and Byby-Laws laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and all of the foregoing shall be reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate Company and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents Administrative Agent and the Required BanksLenders, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Restatement Effective Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for each Bank, dated as of the Restatement Effective Date, signed by an Authorized Officer the Chairman of the Board, the Chief Financial Officer, the President or any Vice President of each Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, as the case may be, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable satisfactory to the Agents. (b) All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit other Documents shall be reasonably satisfactory in form and substance to the Agents and the Required BanksLenders, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents any Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer Officer, member or general partner of each Credit Party, and attested to by the Secretary secretary or any Assistant Secretary of each assistant secretary (or, to the extent such Credit Party does not have a secretary or assistant secretary, the analogous Person within such Credit Party) of such Credit Party, as the case may be, in the form of Exhibit D, with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate corporate, limited liability company, partnership and legal proceedings proceedings, and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit Documents other Documents, shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate corporate, limited liability company and partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents reasonably Administrative Agent may have reasonably requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer the Chairman of the Board, the President or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate of Incorporation incorporation and Byby-Laws laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the AgentsAdministrative Agent (it being understood that, in any event, the resolutions of the Borrower shall contain the designations referred to in the third recital of this Agreement). (b) All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit other Documents shall be reasonably satisfactory in form and substance to the Agents Administrative Agent and the Required BanksLenders, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Closing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective Closing Date, signed by the Chairman of the Board, the President, any Vice President, the Treasurer or an Authorized Officer authorized manager, member or general partner of each Credit Party, and attested to by the Secretary or any Assistant Secretary of each (or, to the extent such Credit Party does not have a Secretary or Assistant Secretary, the analogous Person within such Credit Party) of such Credit Party, as the case may be, in form and substance satisfactory to the Lenders, with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the AgentsLenders. (b) All corporate corporate, limited liability company, partnership and legal proceedings proceedings, and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit Documents other Documents, shall be reasonably satisfactory in form and substance to the Agents Administrative Agent and the Required BanksLenders, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate corporate, limited liability company and partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents reasonably Administrative Agent or the Lenders may have requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Date, ------------------------------------- the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Date, signed by an Authorized a Responsible Officer of such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation, certificate of formation, operating agreements, certificate of partnership, partnership agreements and Byby-Laws laws (or equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate On the Effective Date, all corporate, limited liability company, partnership and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate corporate, limited liability company and partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewiththerewith prior to the Effective Date, such documents and papers where appropriate to be certified by proper corporate a Responsible Officer, a Secretary or Governmental Authorities. (c) The Administrative Agent shall have received from Holdings and each an Assistant Secretary of a Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing or a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreementsproper governmental authority.

Corporate Documents; Proceedings; etc. (a) On the Restatement Effective Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for each Bank, dated as of the Restatement Effective Date, signed by an Authorized Officer Representative of each Credit Party, and attested to by the Secretary or any Assistant Secretary another Authorized Representative of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate of Incorporation incorporation and Byby-Laws laws (or equivalent organizational documents) of such Credit Party Party, (or, if such organizational documents have not been amended, modified or supplemented since the Original Effective Date such certificate shall certify that there have been no amendments, modifications or supplements to such organizational documents since the Original Effective Date), and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be in form and substance reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate corporate, partnership, limited liability company and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance reasonably satisfactory to the Agents and the Required BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimilestelegrams, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer the Chairman of the Board, the President, any Vice President or the Treasurer of each Credit Party and of DelCorp, and attested to by the Secretary or any Assistant Secretary of each such Credit PartyParty or DelCorp, as the case may be, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit other Documents shall be reasonably satisfactory in form and substance to the Agents Administrative Agent and the Required Banks, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer of each Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, all in the form of Exhibit G with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation, limited liability company formation certificates, operating agreement, member agreement, partnership agreement, limited liability company agreement and Byby-Laws laws (or other equivalent organization documents) of such Credit Party and the resolutions resolutions, or such other administrative approval, of such Credit Party Party, as the case may be, referred to in such certificate, and all of the foregoing shall be reasonably acceptable to the Agents. (b) All On the Initial Borrowing Date, all corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit other Transaction Documents shall be reasonably satisfactory in form and substance to the Agents and the Required BanksLenders, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, approvals and good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer the chairman of the board, the president, any vice president or the treasurer of the Borrower and each Subsidiary of the Borrower which is to become a Credit Party on the Initial Borrowing Date, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of each Credit Partythe respective such Person, in the form of Exhibit G with appropriate insertions, together with copies of the Certificate certificate of Incorporation incorporation and Byby-Laws laws (or equivalent organizational documents) of the respective such Credit Party Person, and the resolutions of the respective such Credit Party Person referred to in such certificate, and the foregoing shall be reasonably acceptable to the AgentsAdministrative Agent. (b) All On or prior to the Initial Borrowing Date, all corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents Lead Arranger and the Required BanksLenders, and the Agents Lead Arranger and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate corporate, limited liability company and partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimilestelegrams, if any, which the Agents reasonably Lead Arranger may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate corporate, or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective Date, signed by an Authorized Officer the chairman of the board, the president, any vice president or the treasurer of the Borrower and each Credit Party, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of each the respective Credit Party, in the form of Exhibit G with appropriate insertions, together with copies of the Certificate certificate of Incorporation incorporation and Byby-Laws laws of such Credit Party Party, and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the AgentsJoint Lead Arrangers. (b) All corporate On or prior to the Effective Date, all corporate, and legal proceedings proceed­ings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents and the Required BanksJoint Lead Arrangers, and the Agents Joint Lead Arrangers shall have received all information and copies of all documents docu­ments and papers, including records of corporate proceedingsand partnership proceed­ings, governmental approvalsgovern­mental approvals (to the extent required), good standing certificates and bring-down telegrams or facsimilestelegrams, if any, which the Agents reasonably Joint Lead Arrangers may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate corporate, or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (ai) On the Effective Date, the Agents The Administrative Agent shall have received a certificate, with sufficient copies for each Bank, dated as of the Effective initial Borrowing Date, signed by an Authorized Officer Officer, member or general partner of the Credit Parties owning or operating the Initial Vessels, and attested to by the Secretary secretary or any Assistant Secretary of each assistant secretary (or, to the extent such Credit Party does not have a secretary or assistant secretary, the analogous Person within such Credit Party) of such Credit Party, as the case may be, in the form of Exhibit D, with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the AgentsAdministrative Agent. (bii) All corporate corporate, limited liability company, partnership and legal proceedings proceedings, and all material instruments and agreements in connection with the transactions contemplated by the Credit Documents this Agreement, shall be reasonably satisfactory in form and substance to the Agents and the Required BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate corporate, limited liability company and partnership proceedings, governmental approvals, approvals and good standing certificates and bring-down telegrams or facsimilescertificates, if any, which the Agents reasonably Administrative Agent may have reasonably requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (ai) On the Effective Funding Date, the Agents you shall have received a certificate, with sufficient copies for certificate from each Bank, Credit Party dated as of the Effective Date, Funding Date signed by an Authorized Officer and attested to by the a Secretary or any Assistant Secretary of each such Credit PartyParty (or of a Managing Entity thereof), in the form of Exhibit B with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation or formation and Byby-Laws laws or partnership agreement (or equivalent organizational documents), as applicable of such Credit Party and any Managing Entity of such Persons (which certificate of incorporation or articles of incorporation shall be certified by the office of the Secretary of State of the state of incorporation) and the resolutions and other corporate or organizational proceedings of such Credit Party Person referred to in such certificatecertificate relating to the authorization, execution and delivery of the Senior Notes and the Senior Note Documents, each of the foregoing shall be reasonably in form and substance acceptable to the Agentsyou. (bii) All On the Funding Date, all corporate and other legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit Documents other Senior Note Documents, including in respect of the conversion of American Seafoods Holdings, LLC to a Delaware limited partnership, shall be reasonably satisfactory in form and substance to the Agents and the Required Banksyou, and the Agents you shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents you reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate corporate, limited liability company, partnership or Governmental Authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Initial Borrowing Date, signed by an Authorized Officer the Chairman of the Board, the Chief Executive Officer, the President or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit F (or, in respect of each Canadian Credit Party, with such modification thereto as may be reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation and Byby-Laws laws (or equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the AgentsAdministrative Agent and the Joint Lead Arrangers. (b) All On the Initial Borrowing Date, all corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit other Documents shall be reasonably satisfactory in form and substance to the Agents Administrative Agent and the Required BanksJoint Lead Arrangers, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent or either Joint Lead Arranger reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate corporate, limited liability company or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Initial -------------------------------------- Borrowing Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Initial Borrowing Date, signed on behalf of such Credit Party by an Authorized Officer the Chairman of the Board, the Chief Executive Officer, the President or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit G with appropriate insertions, together with with, except as otherwise provided in Section 8.17(i)(IV), copies of the Certificate certificate or articles of Incorporation incorporation (or equivalent organizational document) and Byby-Laws laws of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be in form and substance reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate corporate, partnership, limited liability company and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the Credit other Documents shall be reasonably satisfactory in form and substance to the Agents Administrative Agent and the Required BanksLenders, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate corporate, partnership or limited liability company proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.

Corporate Documents; Proceedings; etc. (a) On the Effective Date, the Agents Administrative Agent shall have received a certificate, with sufficient copies for certificate from each BankCredit Party, dated as of the Effective Date, signed on behalf of such Credit Party by an Authorized Officer the Chairman of the Board, the Chief Executive Officer, the President, any Vice President or any Director of such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate or articles of Incorporation incorporation (or equivalent organizational document) and Byby-Laws laws of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be in form and substance reasonably acceptable to the AgentsAdministrative Agent. (b) All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents Administrative Agent and the Required BanksLenders, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authoritiesgovernmental authorities. (c) The Administrative Agent shall have received from Holdings and each Credit Party an incumbency certificate, dated as of the Effective Date and signed by the Authorized Officers, giving the name and bearing a specimen signature of each individual who shall sign, in the name and on behalf of each of Holdings, the Borrower and its Subsidiaries, each of the Credit Documents and related agreements.