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

Corporate Documents; Proceedings; etc. (a) On the Supplement Effective Date, the Administrative Agent shall have received a certificate, dated the Supplement Effective Date, signed by the chairman of the board, the president, any vice president or the treasurer of the Borrower and each Subsidiary of the Borrower, if any, which is to become a Credit Party on the Supplement Effective Date, and attested to by the secretary or any assistant secretary of the respective such Person, in the form of Exhibit F to the Credit Agreement with appropriate insertions, together with copies of the certificate of incorporation and by-laws of the respective such Person, and the resolutions of the respective such Person referred to in such certificate, and the foregoing shall be reasonably acceptable to the Agents. (b) On the Supplement Effective Date, the Administrative Agent shall have received certificates of all Credit Parties (other than the Credit Parties delivering certificates pursuant to preceding clause (a)) (x) certifying that there were no changes, or providing the text of any changes, to the certificate of incorporation and by-laws of such Credit Parties as delivered pursuant to Section 5.04 of the Credit Agreement, (y) to the effect that each such Credit Party is in good standing in its respective state of incorporation and in those states where each such Credit Party conducts business and (z) providing the resolutions adopted by each such Credit Party with respect to the actions contemplated in this Agreement (including, without limitation, with respect to the amendment and restatement of this Agreement, and the obligations of such Credit Party with respect to the increased extensions of credit pursuant hereto), and the foregoing shall be reasonably acceptable to the Agents in their reasonable discretion. (c) On or prior to the Supplement Effective Date, all corporate, and legal proceedings and all 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 Banks, and the Agents shall have received all information and copies of all documents and papers, including records of corporate and partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which any Agent may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, or governmental authorities. (d) To the extent that any condition precedent required to be satisfied under 9.04 (a), (b), or (c) above is not satisfied on the Supplement Effective Date, the satisfaction of such shall be solely a condition precedent to the incurrence of the Tranche C Term Loans on the initial Borrowing date.

Corporate Documents; Proceedings; etc. (a) On the Supplement Restatement ------------------------------------- Effective Date, the Administrative Agent shall have received a certificate, dated the Supplement Restatement Effective Date, signed by the chairman of the board, the president, any vice president or the treasurer of the Borrower and each Subsidiary of the Borrower, if any, Borrower which is to become a Credit Party on the Supplement Restatement Effective Date (excluding any such Person which was a Credit Party on the Original Effective Date), and attested to by the secretary or any assistant secretary of the respective such Person, in the form of Exhibit F to the Credit Agreement with appropriate insertions, together with copies of the certificate of incorporation and by-laws of the respective such Person, and the resolutions of the respective such Person referred to in such certificate, and the foregoing shall be reasonably acceptable to the Agents. (b) On the Supplement Restatement Effective Date, the Administrative Agent shall have received certificates of all Credit Parties (other than the Credit Parties delivering certificates pursuant to preceding clause (a)) (x) certifying that there were no changes, or providing the text of any changes, to the certificate of incorporation and by-laws of such Credit Parties as delivered pursuant to Section 5.04 of the Original Credit Agreement, (y) to the effect that each such Credit Party is in good standing in its respective state of incorporation and in those states where each such Credit Party conducts business and (z) providing the resolutions adopted by each such Credit Party with respect to the actions contemplated in this Agreement (including, including without limitation, limitation with respect to the amendment and restatement of this Agreement, and the obligations of such Credit Party with respect to the increased extensions of credit pursuant hereto), and the foregoing shall be reasonably acceptable to the Agents in their reasonable discretion. (c) On or prior to the Supplement Restatement Effective Date, all corporate, and legal proceedings and all 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 shall have received all information and copies of all documents and papers, including records of corporate and partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which any Agent may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, or governmental authorities. (d) To the extent that any condition precedent required to be satisfied under 9.04 (a), (b), or (c) above is not satisfied on the Supplement Effective Date, the satisfaction of such shall be solely a condition precedent to the incurrence of the Tranche C Term Loans on the initial Borrowing date.

Corporate Documents; Proceedings; etc. (a) On the Supplement Effective Initial Borrowing Date, the Administrative Agent Joint Lead Arrangers shall have received a certificatecertificate from each Credit Party, dated the Supplement Effective Initial Borrowing Date, signed by the chairman of the board, the chief executive officer, the president, the chief financial officer or any vice president or the treasurer of the Borrower and each Subsidiary of the Borrower, if any, which is to become a such Credit Party on the Supplement Effective DateParty, and attested to by the secretary or any assistant secretary of the respective such PersonCredit Party, substantially in the form of Exhibit F to the Credit Agreement with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or equivalent organizational documents), as applicable, of the respective such Person, Credit Party and the resolutions of the respective such Person Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the AgentsJoint Lead Arrangers. (b) On the Supplement Effective Initial Borrowing Date, the Administrative Agent Joint Lead Arrangers shall have received certificates of all Credit Parties (other than the Credit Parties delivering certificates pursuant to preceding clause (a)) (x) certifying that there were no changes, or providing the text of any changes, to the certificate of incorporation and by-laws of such Credit Parties as delivered pursuant to Section 5.04 of the Credit Agreement, (y) to the effect that each such Credit Party is in good standing in its respective state of incorporation and in those states where each such Credit Party conducts business and (z) providing the resolutions adopted by each such Credit Party with respect to the actions contemplated in this Agreement (including, without limitation, with respect to the amendment and restatement of this Agreement, and the obligations of such Credit Party with respect to the increased extensions of credit pursuant hereto), and the foregoing shall be reasonably acceptable to the Agents in their reasonable discretion. (c) On or prior to the Supplement Effective Date, all corporate, partnership, limited liability company and legal proceedings and all 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 BanksJoint Lead Arrangers, and the Agents Joint Lead Arrangers shall have received all information and copies of all documents and papers, including records of corporate and partnership proceedings, governmental approvals, good standing certificates and bring-down telegramstelegrams or facsimiles, if any, which any Agent the Joint Lead Arrangers may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, partnership, limited liability company or governmental authorities. (d) To the extent that any condition precedent required to be satisfied under 9.04 (a), (b), or (c) above is not satisfied on On the Supplement Effective Initial Borrowing Date, the satisfaction Joint Lead Arrangers shall have received a certificate, dated the Initial Borrowing Date and signed on behalf of such shall be solely a condition precedent to Aleris by the incurrence chairman of the Tranche C Term Loans board, the chief executive officer, the chief financial officer, the president or any vice president of Aleris, certifying on behalf of Aleris that all of the initial Borrowing conditions in Sections 6.04, 6.05, 6.06, 6.07, 6.08 and 7.01 have been satisfied on such date.

Corporate Documents; Proceedings; etc. (a) On the Supplement Restatement Effective Date, the Administrative Agent Joint Lead Arrangers shall have received a certificatecertificate from each Credit Party, dated the Supplement Restatement Effective Date, signed by the chairman of the board, the chief executive officer, the president, the chief financial officer or any vice president or the treasurer of the Borrower and each Subsidiary of the Borrower, if any, which is to become a such Credit Party on the Supplement Effective DateParty, and attested to by the secretary or any assistant secretary of the respective such PersonCredit Party, substantially in the form of Exhibit F to the Credit Agreement E with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or equivalent organizational documents), as applicable, of the respective such Person, Credit Party and the resolutions of the respective such Person Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the AgentsJoint Lead Arrangers. (b) On the Supplement Restatement Effective Date, the Administrative Agent Joint Lead Arrangers shall have received certificates of all Credit Parties (other than the Credit Parties delivering certificates pursuant to preceding clause (a)) (x) certifying that there were no changes, or providing the text of any changes, to the certificate of incorporation and by-laws of such Credit Parties as delivered pursuant to Section 5.04 of the Credit Agreement, (y) to the effect that each such Credit Party is in good standing in its respective state of incorporation and in those states where each such Credit Party conducts business and (z) providing the resolutions adopted by each such Credit Party with respect to the actions contemplated in this Agreement (including, without limitation, with respect to the amendment and restatement of this Agreement, and the obligations of such Credit Party with respect to the increased extensions of credit pursuant hereto), and the foregoing shall be reasonably acceptable to the Agents in their reasonable discretion. (c) On or prior to the Supplement Effective Date, all corporate, partnership, limited liability company and legal proceedings and all 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 BanksJoint Lead Arrangers, and the Agents Joint Lead Arrangers shall have received all information and copies of all documents and papers, including records of corporate and partnership proceedings, governmental approvals, good standing certificates and bring-down telegramstelegrams or facsimiles, if any, which any Agent the Joint Lead Arrangers may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, partnership, limited liability company or governmental authorities. (d) To the extent that any condition precedent required to be satisfied under 9.04 (a), (b), or (c) above is not satisfied on On the Supplement Restatement Effective Date, the satisfaction Joint Lead Arrangers shall have received a certificate, dated the Restatement Effective Date and signed on behalf of such shall be solely a condition precedent to Aleris by the incurrence chairman of the Tranche C Term Loans board, the chief executive officer, the chief financial officer, the president or any vice president of Aleris, certifying on behalf of Aleris that all of the initial Borrowing conditions in Sections 5.04, 5.05, 5.06, 5.07 and 5.14 have been satisfied on such date.

Corporate Documents; Proceedings; etc. (ai) On the Supplement Effective Escrow Release Date, the Administrative Agent shall have received a certificate, dated the Supplement Effective Escrow Release Date, signed by the chairman an authorized officer of the board, the president, any vice president or the treasurer of the Borrower and each Subsidiary of the Borrower, if any, which is to become a Credit Party on the Supplement Effective Date, and attested to by the secretary Secretary or any assistant secretary Assistant Secretary of the respective such PersonCredit Party, substantially in the form of Exhibit F to the Credit Agreement G with appropriate insertions, together with copies of the certificate of incorporation and incorporation, by-laws or equivalent organizational documents of such Credit Party (or, in the case of the respective Credit Agreement Parties, (x) any amendments or modifications to such Personorganizational documents since the Escrow Deposit Date or (y) a certification from an appropriate officer of such Credit Agreement Party that such organizational documents have not been amended or modified since the Escrow Deposit Date), and the resolutions of the respective such Person referred to in such certificate, and the foregoing shall be reasonably acceptable to the Agents. (b) On the Supplement Effective Date, the Administrative Agent shall have received certificates of all Credit Parties (other than the Credit Parties delivering certificates pursuant to preceding clause (a)) (x) certifying that there were no changes, or providing the text of any changes, to the certificate of incorporation and by-laws of such Credit Parties as delivered pursuant to Section 5.04 of the Credit Agreement, (y) to the effect that each such Credit Party is in good standing in its respective state of incorporation authorizing the transactions referred to herein and in those states where each such Credit Party conducts business and (z) providing the resolutions adopted by each such Credit Party with respect to the actions contemplated in this Agreement (including, without limitation, with respect to the amendment and restatement of this Agreement, and the obligations of such Credit Party with respect to the increased extensions of credit pursuant hereto), and the foregoing shall be reasonably acceptable to the Agents in their reasonable discretion. (c) On occurring on or prior to the Supplement Effective Escrow Release Date, all corporate, . (ii) All corporate and legal proceedings and all 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 BanksAgents, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate and partnership proceedings, governmental approvals, good standing certificates and bring-down telegramstelegrams or facsimiles, if any, which any Agent reasonably may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, corporate or governmental authorities. (diii) To On the extent that any condition precedent required Escrow Release Date and after giving effect to be satisfied under 9.04 the Transaction, all of the stock of (a), (b), or (cx) above is not satisfied on the Supplement Effective Date, the satisfaction of such Borrower shall be solely a condition precedent owned by the Canadian Parent and (y) each of Moore North America, Wallace and Finance Corp. shall be owned by the Xxxxower, in each caxx xxxx and clear of all liens (other than pursuant to the incurrence of the Tranche C Term Loans on the initial Borrowing dateSecurity Documents).

Corporate Documents; Proceedings; etc. (a) On the Supplement Restatement Effective Date, the Administrative Agent Joint Lead Arrangers shall have received a certificatecertificate from each Credit Party, dated the Supplement Restatement Effective Date, signed by the chairman of the board, the chief executive officer, the president, the chief financial officer or any vice president or the treasurer of the Borrower and each Subsidiary of the Borrower, if any, which is to become a such Credit Party on the Supplement Effective DateParty, and attested to by the secretary or any assistant secretary of the respective such PersonCredit Party, substantially in the form of Exhibit F to the Credit Agreement with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or equivalent organizational documents), as applicable, of the respective such Person, Credit Party and the resolutions of the respective such Person Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the AgentsJoint Lead Arrangers. (b) On the Supplement Restatement Effective Date, the Administrative Agent Joint Lead Arrangers shall have received certificates of all Credit Parties (other than the Credit Parties delivering certificates pursuant to preceding clause (a)) (x) certifying that there were no changes, or providing the text of any changes, to the certificate of incorporation and by-laws of such Credit Parties as delivered pursuant to Section 5.04 of the Credit Agreement, (y) to the effect that each such Credit Party is in good standing in its respective state of incorporation and in those states where each such Credit Party conducts business and (z) providing the resolutions adopted by each such Credit Party with respect to the actions contemplated in this Agreement (including, without limitation, with respect to the amendment and restatement of this Agreement, and the obligations of such Credit Party with respect to the increased extensions of credit pursuant hereto), and the foregoing shall be reasonably acceptable to the Agents in their reasonable discretion. (c) On or prior to the Supplement Effective Date, all corporate, partnership, limited liability company and legal proceedings and all 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 BanksJoint Lead Arrangers, and the Agents Joint Lead Arrangers shall have received all information and copies of all documents and papers, including records of corporate and partnership proceedings, governmental approvals, good standing certificates and bring-down telegramstelegrams or facsimiles, if any, which any Agent the Joint Lead Arrangers may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, partnership, limited liability company or governmental authorities. (d) To the extent that any condition precedent required to be satisfied under 9.04 (a), (b), or (c) above is not satisfied on On the Supplement Restatement Effective Date, the satisfaction Joint Lead Arrangers shall have received a certificate, dated the Restatement Effective Date and signed on behalf of such shall be solely a condition precedent to Aleris by the incurrence chairman of the Tranche C Term Loans board, the chief executive officer, the chief financial officer, the president or any vice president of Aleris, certifying on behalf of Aleris that all of the initial Borrowing conditions in Sections 6.04, 6.05, 6.06, 6.07 and 7.01 have been satisfied on such date.

Corporate Documents; Proceedings; etc. (a) On the Supplement Fourth Restatement Effective Date, the Administrative Agent shall have received a certificate, dated the Supplement Fourth Restatement Effective Date, signed by the chairman an Authorized Representative of the board, the president, any vice president or the treasurer of the Borrower Borrowers and each Subsidiary of the Borrower, if any, Borrowers which is to become a Credit Party on the Supplement Fourth Restatement Effective Date (excluding any such Person which was a Credit Party on the Third Restatement Effective Date), and attested to by the secretary or any assistant secretary another Authorized Representative of the such respective such Person, in the form of Exhibit F to the Credit Agreement with appropriate insertions, together with copies of the certificate of incorporation and by-laws of the such respective such Person, and the resolutions of the such respective such Person referred to in such certificate, and the foregoing shall be reasonably acceptable to the Agents. (b) On the Supplement Fourth Restatement Effective Date, the Administrative Agent shall have received bring-down certificates of all Credit Parties (other than the Credit Parties delivering certificates pursuant to preceding clause (a)) (x) certifying that there were no changes, or providing the text of any changes, to the certificate Certificate of incorporation Incorporation and byBy-laws Laws of such Credit Parties as delivered pursuant to Section 5.04 of the Original Credit Agreement, Section 5.04 of the First Restated Credit Agreement, Section 5.04 of the Second Restated Credit Agreement or Section 5.04 of the Existing Credit Agreement, as the case may be, (y) to the effect that each such Credit Party is in good standing in its respective state of incorporation and in those states where each such Credit Party conducts business and (z) providing the resolutions adopted by each such Credit Party with respect to the actions contemplated in this Agreement (including, including without limitation, limitation with respect to the amendment and restatement of this Agreement, and the obligations of such Credit Party with respect to the increased extensions of credit pursuant hereto), ) and the foregoing shall be reasonably acceptable to the Agents in their reasonable discretion. (c) On or prior to the Supplement Effective Date, all corporate, All corporate and legal proceedings and all 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 Banks, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate and partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which any the Administrative Agent reasonably may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, corporate or governmental authorities. (d) To the extent that any condition precedent required to be satisfied under 9.04 (a), (b), or (c) above is not satisfied on the Supplement Effective Date, the satisfaction of such shall be solely a condition precedent to the incurrence of the Tranche C Term Loans on the initial Borrowing date.

Corporate Documents; Proceedings; etc. (a) On the Supplement Restatement Effective Date, the Administrative Agent shall have received a certificate, dated the Supplement Restatement Effective Date, signed by the chairman of the board, the presidentPresident, any vice president Executive Vice President or the treasurer any Vice President of the Borrower Thomasville and each Subsidiary of the Borrower, if any, which Thomasville that is to become a Credit Party on the Supplement Effective Date, Subsidiary Guarantor and attested to by the secretary Secretary or any assistant secretary Assistant Secretary of Thomasville or the respective such PersonSubsidiary, in the form of Exhibit F to the Credit Agreement with appropriate insertions, together with copies of the certificate Certificate of incorporation Incorporation and byBy-laws Laws of Thomasville or the respective such Person, Subsidiary and the resolutions of Thomasville or the respective such Person Subsidiary referred to in such certificate, and the foregoing shall be reasonably acceptable to the AgentsAdministrative Agent in its reasonable discretion. (b) On the Supplement Restatement Effective Date, the Administrative Agent shall have received bring-down certificates of all Credit Parties (other than the Credit Parties delivering certificates pursuant to preceding clause (a)Thomasville and its Subsidiaries) (x) certifying that there were no changes, or providing the text of any changes, to the certificate Certificate of incorporation Incorporation and byBy-laws Laws of such Credit Parties as delivered pursuant to Section 5.04 of the Original Credit Agreement, Agreement and (y) to the effect that each such Credit Party is in good standing in its respective state of incorporation and in those states where each such Credit Party conducts business and (z) providing the resolutions adopted by each such Credit Party with respect to the actions contemplated in this Agreement (including, without limitation, with respect to the amendment and restatement of this Agreement, and the obligations of such Credit Party with respect to the increased extensions of credit pursuant hereto), and the foregoing shall be reasonably acceptable to the Agents in their reasonable discretionbusiness. (c) On or prior to the Supplement Effective Date, all corporate, All corporate and legal proceedings and all 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 Banks, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate and partnership proceedings, governmental approvalsappro- vals, good standing certificates and bring-down telegrams, if any, which any the Administrative Agent reasonably may have reasonably requested in connection therewith, such documents and papers where appropriate appro- priate to be certified by proper corporate, corporate or governmental authorities. (d) To the extent that any condition precedent required to be satisfied under 9.04 (a), (b), or (c) above is not satisfied on the Supplement Effective Date, the satisfaction of such shall be solely a condition precedent to the incurrence of the Tranche C Term Loans on the initial Borrowing date.

Corporate Documents; Proceedings; etc. (a) On the Supplement Effective Initial Borrowing Date, the Administrative Agent shall have received a certificatecertificate from each Credit Party, dated the Supplement Effective Initial Borrowing Date, signed by the chairman of President (President du Conseil d'Administration for a French Credit Party) (or another officer duly authorized by the board, the president, any vice president President or the treasurer Board of the Borrower and each Subsidiary Directors to do so) of the Borrower, if any, which is to become a such Credit Party on the Supplement Effective Date, and attested to by the secretary or any assistant secretary behalf of the respective such Person, Credit Party in the form of Exhibit F to the Credit Agreement Schedule 6 with appropriate insertions, together with certified copies of the certificate of incorporation and bystatuts (or equivalent organizational documents), extrait k-laws bis (or equivalent document in the country of the respective Credit Party) of such PersonCredit Party and its Subsidiaries the shares of which are pledged pursuant to the Security Documents dated within one month of the Initial Borrowing Date, copies of the minutes of such shareholders meetings and Board of Directors meetings and the resolutions of the respective relevant corporate body of such Person referred Credit Party authorizing the transactions contemplated under the Credit Documents and the execution of the Credit Documents to which such Credit Party is a party, and each such statuts and extrait k-bis shall be in the form provided to the Agent prior to the date hereof or in such certificateother form as is reasonably acceptable to the Agent, and the foregoing resolutions shall be in form and substance reasonably acceptable to the AgentsAgent. (b) On the Supplement Effective Date, the Administrative Agent shall have received certificates of all Credit Parties (other than the Credit Parties delivering certificates pursuant to preceding clause (a)) (x) certifying that there were no changes, or providing the text of any changes, to the certificate of incorporation and by-laws of such Credit Parties as delivered pursuant to Section 5.04 of the Credit Agreement, (y) to the effect that each such Credit Party is in good standing in its respective state of incorporation and in those states where each such Credit Party conducts business and (z) providing the resolutions adopted by each such Credit Party with respect to the actions contemplated in this Agreement (including, without limitation, with respect to the amendment and restatement of this Agreement, and the obligations of such Credit Party with respect to the increased extensions of credit pursuant hereto), and the foregoing shall be reasonably acceptable to the Agents in their reasonable discretion. (c) On or prior to the Supplement Effective Date, all corporate, All corporate and legal proceedings and all 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 BanksAgent, and on the Agents Initial Borrowing Date the Agent shall have received all information and copies of all documents and papers, including records of corporate and partnership proceedings, governmental approvals, good standing certificates and (in the case of any Credit Party located in the United States) a bring-down telegramstelegram or facsimile, if any, which any the Agent reasonably may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, corporate or governmental authorities. (d) To the extent that any condition precedent required to be satisfied under 9.04 (a), (b), or (c) above is not satisfied on the Supplement Effective Date, the satisfaction of such shall be solely a condition precedent to the incurrence of the Tranche C Term Loans on the initial Borrowing date.

Corporate Documents; Proceedings; etc. (a) On the Supplement Effective Initial ------------------------------------- Borrowing Date, the Administrative Agent shall have received a certificatecertificate from each Credit Party, dated the Supplement Effective Initial Borrowing Date, signed by the chairman Chairman of the boardBoard, the president, any vice president or the treasurer Vice Chairman of the Borrower and Board, the President or any Vice President of each Subsidiary of the Borrower, if any, which is to become a such Credit Party on the Supplement Effective DateParty, and attested to by the secretary Secretary or any assistant secretary Assistant Secretary of the respective each such PersonCredit Party, in the form of Exhibit F to the Credit Agreement with appropriate insertions, together with copies of the certificate of incorporation (or equivalent organizational document) and by-laws of the respective such Person, Credit Party and the resolutions of the respective such Person Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the AgentsSyndication Agent and the Administrative Agent. (b) On the Supplement Effective Date, the Administrative Agent shall have received certificates of all Credit Parties (other than the Credit Parties delivering certificates pursuant to preceding clause (a)) (x) certifying that there were no changes, or providing the text of any changes, to the certificate of incorporation and by-laws of such Credit Parties as delivered pursuant to Section 5.04 of the Credit Agreement, (y) to the effect that each such Credit Party is in good standing in its respective state of incorporation and in those states where each such Credit Party conducts business and (z) providing the resolutions adopted by each such Credit Party with respect to the actions contemplated in this Agreement (including, without limitation, with respect to the amendment and restatement of this Agreement, and the obligations of such Credit Party with respect to the increased extensions of credit pursuant hereto), and the foregoing shall be reasonably acceptable to the Agents in their reasonable discretion. (c) On or prior to the Supplement Effective Date, all corporate, All corporate and legal proceedings and all 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 Syndication Agent, the Administrative Agent and the BanksRequired Lenders, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate and partnership proceedings, governmental approvals, good standing certificates and bring-down telegramstelegrams or facsimiles, if any, which any either the Syndication Agent or the Administrative Agent reasonably may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, corporate or governmental authorities. (d) To the extent that any condition precedent required to be satisfied under 9.04 (a), (b), or (c) above is not satisfied on On the Supplement Effective Initial Borrowing Date, the satisfaction corporate, ownership and capital structure (including, without limitation, the terms of such any capital stock, options, warrants or other securities issued by Holdings or any of its Subsidiaries) of Holdings and its Subsidiaries shall be solely a condition precedent in form and substance reasonably satisfactory to the incurrence of Syndication Agent, the Tranche C Term Loans on Administrative Agent and the initial Borrowing dateRequired Lenders.

Corporate Documents; Proceedings; etc. (a) On the Supplement Restatement Effective Date, the Administrative Agent shall have received a certificate, dated the Supplement Restatement Effective Date, signed by the chairman of the board, the president, any vice president or the treasurer of Holdings, the Borrower and each Subsidiary of the Borrower, if any, Borrower which is to become a Credit Party on the Supplement Restatement Effective Date (excluding any such Person which was a Credit Party on the Original Effective Date), and attested to by the secretary or any assistant secretary of the respective such Person, in the form of Exhibit F to the Credit Agreement with appropriate insertions, together with copies of the certificate of incorporation and by-laws of the respective such Person, and the resolutions of the respective such Person referred to in such certificate, and the foregoing shall be reasonably acceptable to the Agents. (b) On the Supplement Restatement Effective Date, the Administrative Agent shall have received certificates of all Credit Parties (other than the Credit Parties delivering certificates pursuant to preceding clause (a)) (x) certifying that there were no changes, or providing the text of any changes, to the certificate of incorporation and by-laws of such Credit Parties as delivered pursuant to Section 5.04 of the Original Credit Agreement, (y) to the effect that each such Credit Party is in good standing in its respective state of incorporation and in those states where each such Credit Party conducts business and (z) providing the resolutions adopted by each such Credit Party with respect to the actions contemplated in this Agreement (including, including without limitation, limitation with respect to the Acquisition and the amendment and restatement of this Agreement, and the obligations of such Credit Party with respect to the increased extensions of credit pursuant hereto), and the foregoing shall be reasonably acceptable to the Agents in their reasonable discretion. (c) On or prior to the Supplement Effective Date, all corporate, 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 and partnership proceedings, governmental approvals, good standing certificates and bring-down telegramstelegrams or facsimiles, if any, which any Agent reasonably may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, corporate or governmental authorities. (d) To the extent that any condition precedent required to be satisfied under 9.04 (a), (b), or (c) above is not satisfied on the Supplement Effective Date, the satisfaction of such shall be solely a condition precedent to the incurrence of the Tranche C Term Loans on the initial Borrowing date.

Corporate Documents; Proceedings; etc. (a) On the Supplement Effective Initial Borrowing Date, the Administrative Agent shall have received a certificatecertificate from each Credit Party, dated the Supplement Effective Initial Borrowing Date, signed by the chairman of the boardChief Executive Officer, the president, President or any vice president or the treasurer Vice President of the Borrower and each Subsidiary of the Borrower, if any, which is to become a such Credit Party on the Supplement Effective DateParty, and attested to by the secretary Secretary or any assistant secretary Assistant Secretary of the respective such PersonCredit Party, in the form of Exhibit F to the Credit Agreement with appropriate insertions, together with copies of the certificate or articles of incorporation incorporation, certificate of formation, operating agreements and by-laws (or equivalent organizational documents), as applicable, of the respective such Person, Credit Party and the resolutions of the respective such Person 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) On the Supplement Effective Date, the Administrative Agent shall have received certificates of all Credit Parties (other than the Credit Parties delivering certificates pursuant to preceding clause (a)) (x) certifying that there were no changes, or providing the text of any changes, to the certificate of incorporation and by-laws of such Credit Parties as delivered pursuant to Section 5.04 of the Credit Agreement, (y) to the effect that each such Credit Party is in good standing in its respective state of incorporation and in those states where each such Credit Party conducts business and (z) providing the resolutions adopted by each such Credit Party with respect to the actions contemplated in this Agreement (including, without limitation, with respect to the amendment and restatement of this Agreement, and the obligations of such Credit Party with respect to the increased extensions of credit pursuant hereto), and the foregoing shall be reasonably acceptable to the Agents in their reasonable discretion. (c) On or prior to the Supplement Effective Initial Borrowing Date, all corporate, limited liability company and legal proceedings and all 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 BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate and partnership limited liability company proceedings, governmental approvals, good standing certificates and bring-down telegramstelegrams or facsimiles, if any, which any the Administrative Agent reasonably may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, limited liability company or governmental authorities. (d) To the extent that any condition precedent required to be satisfied under 9.04 (a), (b), or (c) above is not satisfied on On the Supplement Effective Initial Borrowing Date, the satisfaction ownership and capital structure (including, without limitation, the terms of such any equity interests, options, warrants or other securities issued by the Borrower or any of its Subsidiaries) shall be solely a condition precedent in form and substance reasonably satisfactory to the incurrence of Administrative Agent and the Tranche C Term Loans on the initial Borrowing dateRequired Lenders.

Corporate Documents; Proceedings; etc. (ai) On the Supplement Restatement Effective Date, the Administrative Agent shall have received a certificate, dated the Supplement Restatement Effective Date, signed by the chairman an authorized officer of the board, the president, any vice president or the treasurer of the Borrower and each Subsidiary of the Borrower, if any, which is to become a New Credit Party on the Supplement Effective Date, and attested to by the secretary Secretary or any assistant secretary Assistant Secretary of the respective such PersonNew Credit Party, in the form of Exhibit F to the Credit Agreement with appropriate insertions, together with copies of the certificate of incorporation and by-laws of the respective such PersonNew Credit Party, and the resolutions of the respective such Person New Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the Agents. (bii) On the Supplement Restatement Effective Date, the Administrative Agent shall have received bring-down certificates of all Credit Parties (other than the New Credit Parties delivering certificates pursuant to preceding clause (a)Parties) (x) certifying that there were no changes, or providing the text of any changes, to the certificate of incorporation and by-laws of such Credit Parties as delivered pursuant to Section 5.04 5.05 of the Original Credit Agreement, (y) to the effect that each such Credit Party is in good standing in its respective state of incorporation and in those states where each such Credit Party conducts business and (z) providing the resolutions adopted by each such Credit Party with respect to the actions contemplated in this Agreement (including, without limitation, with respect to the amendment and restatement of this Agreement, and the obligations of such Credit Party with respect to the increased extensions of credit pursuant hereto), and the foregoing shall be reasonably acceptable to the Agents in their reasonable discretion. (ciii) On or prior to the Supplement Effective Date, all corporate, All corporate and legal proceedings and all 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 BanksAgents, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate and partnership proceedings, governmental approvals, good standing certificates and bring-down telegramstelegrams or facsimiles, if any, which any either Agent reasonably may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, corporate or governmental authorities. (d) To the extent that any condition precedent required to be satisfied under 9.04 (a), (b), or (c) above is not satisfied on the Supplement Effective Date, the satisfaction of such shall be solely a condition precedent to the incurrence of the Tranche C Term Loans on the initial Borrowing date.

Corporate Documents; Proceedings; etc. (a) On the Supplement Restatement -------------------------------------- Effective Date, the Administrative Agent shall have received a certificate, dated the Supplement Restatement Effective Date, signed by the chairman of the board, the president, any vice president or the treasurer of the Borrower and each Subsidiary of the Borrower, if any, Borrower which is to become a Credit Party on the Supplement Restatement Effective DateDate (excluding any such Person which was a Credit Party on the effective date of Tranche C under the Original Credit Agreement), and attested to by the secretary or any assistant secretary of the respective such Person, in the form of Exhibit F to the Credit Agreement with appropriate insertions, together with copies of the certificate of incorporation and by-laws of the respective such Person, and the resolutions of the respective such Person referred to in such certificate, and the foregoing shall be reasonably acceptable to the Agents. (b) On the Supplement Restatement Effective Date, the Administrative Agent shall have received certificates of all Credit Parties (other than the Credit Parties delivering certificates pursuant to preceding clause (a)) (x) certifying that there were no changes, or providing the text of any changes, to the certificate of incorporation and by-laws of such Credit Parties as delivered pursuant to Section 5.04 of the Original Credit Agreement, (y) to the effect that each such Credit Party is in good standing in its respective state of incorporation and in those states where each such Credit Party conducts business and (z) providing the resolutions adopted by each such Credit Party with respect to the actions contemplated in this Agreement (including, including without limitation, limitation with respect to the amendment and restatement of this Agreement, and the obligations of such Credit Party with respect to the increased extensions of credit pursuant hereto), and the foregoing shall be reasonably acceptable to the Agents in their reasonable discretion. (c) On or prior to the Supplement Restatement Effective Date, all corporate, corporate and legal proceedings and all 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 shall have received all information and copies of all documents and papers, including records of corporate and partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which any Agent may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, or governmental authorities. (d) To the extent that any condition precedent required to be satisfied under 9.04 (a), (b), or (c) above is not satisfied on the Supplement Effective Date, the satisfaction of such shall be solely a condition precedent to the incurrence of the Tranche C Term Loans on the initial Borrowing date.

Corporate Documents; Proceedings; etc. (ai) The Joint Lead Arrangers shall have received a certificate from each New Credit Party, dated the Restatement Effective Date, signed by the Chairman of the Board, the Chief Executive Officer, the President or any Vice President of such New Credit Party, and attested to by the Secretary or any Assistant Secretary of such New Credit Party, substantially in the form of Exhibit F with appropriate insertions and deletions, together with copies of the certificate or articles of incorporation and by-laws (or equivalent organizational documents), as applicable, of such New Credit Party and the resolutions of such New Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably satisfactory to the Joint Lead Arrangers. (ii) On the Supplement Restatement Effective Date, the Administrative Agent shall have received a certificate, dated the Supplement Effective Date, signed by the chairman of the board, the president, any vice president or the treasurer of the Borrower and certificate from each Subsidiary of the Borrower, if any, which is to become a Credit Party on the Supplement Effective Date, and attested to by the secretary or any assistant secretary of the respective such Person, in the form of Exhibit F to the Credit Agreement with appropriate insertions, together with copies of the certificate of incorporation and by-laws of the respective such Person, and the resolutions of the respective such Person referred to in such certificate, and the foregoing shall be reasonably acceptable to the Agents. (b) On the Supplement Effective Date, the Administrative Agent shall have received certificates of all Credit Parties (other than the New Credit Parties delivering certificates pursuant to preceding clause (a)Parties) (x) certifying that there were no material changes, or providing the text of any material changes, to the certificate of incorporation and incorporation, by-laws or equivalent organizational documents of such Credit Parties as Party delivered pursuant to Section 5.04 5.01(c) of the Existing Credit Agreement, (y) to the effect certifying that each such Credit Party is in good standing in its respective state of incorporation organization and in those states where each such Credit Party conducts business and (z) providing the resolutions adopted by each such Credit Party with respect to the actions contemplated in this Agreement (including, without limitation, with respect to the amendment and restatement of by this Agreement, and the obligations all of such Credit Party with respect to the increased extensions of credit pursuant hereto), and the foregoing shall be reasonably acceptable to the Agents in their reasonable discretionAdministrative Agent. (ciii) On or prior to the Supplement Restatement Effective Date, all corporate, and legal proceedings and all 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 Banks, and the Agents Joint Lead Arrangers shall have received all information and copies of all documents and papers, including records of corporate and partnership proceedings, necessary governmental approvals, good standing certificates and bring-down telegramstelegrams or facsimiles, if any, which any Agent the Joint Lead Arrangers reasonably may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, limited liability company or governmental authorities. (d) To the extent that any condition precedent required to be satisfied under 9.04 (a), (b), or (c) above is not satisfied on the Supplement Effective Date, the satisfaction of such shall be solely a condition precedent to the incurrence of the Tranche C Term Loans on the initial Borrowing date.

Corporate Documents; Proceedings; etc. (a) On the Supplement Restatement Effective Date, the Administrative Agent shall have received a certificate, dated the Supplement Restatement Effective Date, signed by the chairman an Authorized Officer of the boardHoldings, the president, any vice president or the treasurer of the each Borrower and each Subsidiary of the Borrower, if any, Adience which is to become a Credit Party on the Supplement Restatement Effective Date (excluding any such Subsidiary which was a Credit Party in the Original Effective Date), and attested to by the secretary Secretary or any assistant secretary Assistant Secretary of the respective such Person, in the form of Exhibit F to the Credit Agreement with appropriate insertions, together with copies of the certificate of incorporation (or equivalent organizational document) and by-laws of such Person (or, in the respective case of Holdings and each Borrower, the text of any changes to such Person, certificate of incorporation or by-laws) and the resolutions of the respective such Person referred to in such certificate, and the foregoing shall be reasonably acceptable to the AgentsAdministrative Agent. (b) On the Supplement Restatement Effective Date, the Administrative Agent shall have received certificates of all Credit Parties (other than the Credit Parties delivering certificates pursuant to preceding clause (a)) signed by an Authorized Officer of such Credit Party, and attested to by the Secretary or any Assistant Secretary of such Credit Party, (x) certifying that there were no changes, or providing the text of any changes, to the certificate of incorporation and by-laws of such Credit Parties as delivered pursuant to Section 5.04 5.03 of the Original Credit Agreement, (y) to the effect that each such Credit Party is in good standing in its respective state of incorporation and in those states where each such Credit Party conducts business and (z) providing the resolutions adopted by each such Credit Party with respect to the actions contemplated in this Agreement (including, without limitation, with respect to Acquisition and the amendment and restatement of this Agreement, and the obligations of such Credit Party with respect to the increased extensions of credit pursuant hereto), and the foregoing shall be reasonably acceptable to the Agents Administrative Agent in their its reasonable discretion. (c) On or prior to the Supplement Effective Date, all corporate, All corporate and legal proceedings and all 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 and partnership proceedings, governmental approvals, good standing certificates and bring-down telegramstelegrams or facsimiles, if any, which any the Administrative Agent reasonably may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, corporate or governmental authorities. (d) To the extent that any condition precedent required to be satisfied under 9.04 (a), (b), or (c) above is not satisfied on the Supplement Effective Date, the satisfaction of such shall be solely a condition precedent to the incurrence of the Tranche C Term Loans on the initial Borrowing date.

Corporate Documents; Proceedings; etc. (a) On the Supplement Effective Merger Date, the Administrative Agent shall have received a certificatecertificate from the Surviving Entity, dated the Supplement Effective Merger Date, signed by the chairman President (or another officer duly authorized by the President or the Board of Directors to do so) of the board, the president, any vice president or the treasurer Surviving Entity on behalf of the Borrower and each Subsidiary of the Borrower, if any, which is to become a Credit Party on the Supplement Effective Date, and attested to by the secretary or any assistant secretary of the respective such Person, Surviving Entity in the form of Exhibit F to the Credit Agreement Schedule 6 with appropriate insertions, together with certified copies of the certificate Articles of incorporation Incorporation (or equivalent organizational documents), and by-laws (or equivalent document) of the respective Surviving Entity, updated to the Merger Date, copies of the minutes of such Person, shareholders meetings and Board of Directors meetings and the resolutions of the respective relevant corporate body of the Surviving Entity authorizing the Merger and the execution of any Credit Documents to which the Surviving Entity is a party and that is to be executed and delivered on the Merger Date or in connection with the Merger, and such Person referred to Articles of Incorporation and by-laws shall be in such certificateform as is reasonably acceptable to the Agent, and the foregoing resolutions shall be in form and substance reasonably acceptable to the AgentsAgent. (b) On the Supplement Effective Date, the Administrative Agent shall have received certificates of all Credit Parties (other than the Credit Parties delivering certificates pursuant to preceding clause (a)) (x) certifying that there were no changes, or providing the text of any changes, to the certificate of incorporation and by-laws of such Credit Parties as delivered pursuant to Section 5.04 of the Credit Agreement, (y) to the effect that each such Credit Party is in good standing in its respective state of incorporation and in those states where each such Credit Party conducts business and (z) providing the resolutions adopted by each such Credit Party with respect to the actions contemplated in this Agreement (including, without limitation, with respect to the amendment and restatement of this Agreement, and the obligations of such Credit Party with respect to the increased extensions of credit pursuant hereto), and the foregoing shall be reasonably acceptable to the Agents in their reasonable discretion. (c) On or prior to the Supplement Effective Date, all corporate, All corporate and legal proceedings and all instruments and agreements in connection with the Merger and the transactions contemplated by this Agreement and the other Credit Documents on the Merger Date shall be reasonably satisfactory in form and substance to the Agents and the BanksAgent, and on the Agents Merger Date the Agent shall have received all information and copies of all documents and papers, including records of corporate and partnership proceedings, governmental approvals, good standing certificates and (in the case of any Credit Party located in the United States) a bring-down telegramstelegram or facsimile, if any, which any the Agent reasonably may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, corporate or governmental authorities. (d) To the extent that any condition precedent required to be satisfied under 9.04 (a), (b), or (c) above is not satisfied on the Supplement Effective Date, the satisfaction of such shall be solely a condition precedent to the incurrence of the Tranche C Term Loans on the initial Borrowing date.

Corporate Documents; Proceedings; etc. (a) On the Supplement Effective Initial Borrowing Date, the Administrative Agent shall have received a certificatecertificate from each Credit Party, dated the Supplement Effective Initial Borrowing Date, signed by the chairman of the boardChief Executive Officer, the president, President or any vice president or the treasurer Vice President of the Borrower and each Subsidiary of the Borrower, if any, which is to become a such Credit Party on the Supplement Effective DateParty, and attested to by the secretary Secretary or any assistant secretary Assistant Secretary of the respective such PersonCredit Party, in the form of Exhibit F to the Credit Agreement G with appropriate insertions, together with copies of the certificate or articles of incorporation incorporation, certificate of formation, operating agreements and by-laws (or equivalent organizational documents), as applicable, of the respective such Person, Credit Party and the resolutions of the respective such Person 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) On the Supplement Effective Date, the Administrative Agent shall have received certificates of all Credit Parties (other than the Credit Parties delivering certificates pursuant to preceding clause (a)) (x) certifying that there were no changes, or providing the text of any changes, to the certificate of incorporation and by-laws of such Credit Parties as delivered pursuant to Section 5.04 of the Credit Agreement, (y) to the effect that each such Credit Party is in good standing in its respective state of incorporation and in those states where each such Credit Party conducts business and (z) providing the resolutions adopted by each such Credit Party with respect to the actions contemplated in this Agreement (including, without limitation, with respect to the amendment and restatement of this Agreement, and the obligations of such Credit Party with respect to the increased extensions of credit pursuant hereto), and the foregoing shall be reasonably acceptable to the Agents in their reasonable discretion. (c) On or prior to the Supplement Effective Initial Borrowing Date, all corporate, limited liability company, partnership and legal proceedings and all instruments and agreements in connection with the Bank Refinancing and the other transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agents and the BanksAdministrative Agent, and the Agents Administrative Agent shall have received received, in respect of each Credit Party, 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 telegramstelegrams or facsimiles, if any, which any the Administrative Agent reasonably may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, limited liability company, partnership or governmental authorities. (d) To the extent that any condition precedent required to be satisfied under 9.04 (a), (b), or (c) above is not satisfied on On the Supplement Effective Initial Borrowing Date, the satisfaction ownership and capital structure (including, without limitation, the terms of such any equity interests, options, warrants or other securities issued by the Borrower or any of its Subsidiaries) of the Borrower and its Subsidiaries shall be solely a condition precedent in form and substance reasonably satisfactory to the incurrence of the Tranche C Term Loans on the initial Borrowing dateAdministrative Agent.

Corporate Documents; Proceedings; etc. (a) On the Supplement Effective Initial Borrowing Date, the Administrative Agent shall have received a certificatecertificate from each Credit Party, dated the Supplement Effective Initial Borrowing Date, signed by the chairman a Secretary or Assistant Secretary of the board, the president, any vice president or the treasurer of the Borrower and each Subsidiary of the Borrower, if any, which is to become a Credit Party on the Supplement Effective Date, and attested to by the secretary (or any assistant secretary of the respective such Persona Managing Entity thereof), in the form of Exhibit F to the Credit Agreement with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws or partnership agreement (or equivalent organizational documents), as applicable, of such Credit Party, any Managing Entity of such Persons (which certificate of incorporation or articles of incorporation shall be certified by the office of the respective such PersonSecretary of State of the state of incorporation), and the resolutions and other corporate or organizational proceedings of the respective Credit Party and such Person Managing Entity referred to in such certificatecertificate relating to the authorization, execution and delivery of the Credit Documents, and each of the foregoing shall be reasonably in form and substance acceptable to the AgentsAdministrative Agent. (b) On the Supplement Effective Date, the Administrative Agent shall have received certificates of all Credit Parties (other than the Credit Parties delivering certificates pursuant to preceding clause (a)) (x) certifying that there were no changes, or providing the text of any changes, to the certificate of incorporation and by-laws of such Credit Parties as delivered pursuant to Section 5.04 of the Credit Agreement, (y) to the effect that each such Credit Party is in good standing in its respective state of incorporation and in those states where each such Credit Party conducts business and (z) providing the resolutions adopted by each such Credit Party with respect to the actions contemplated in this Agreement (including, without limitation, with respect to the amendment and restatement of this Agreement, and the obligations of such Credit Party with respect to the increased extensions of credit pursuant hereto), and the foregoing shall be reasonably acceptable to the Agents in their reasonable discretion. (c) On or prior to the Supplement Effective Initial Borrowing Date, all corporate, corporate and other legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents 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 BanksAdministrative Agent, and the Agents Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate and partnership proceedings, governmental approvals, good standing certificates and bring-down telegramstelegrams or facsimiles, if any, which any the Administrative Agent reasonably may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, limited liability company, partnership or governmental authoritiesGovernmental Authorities. (d) To the extent that any condition precedent required to be satisfied under 9.04 (a), (b), or (c) above is Except for the Transaction, no Credit Party shall have changed its jurisdiction of organization or incorporation or been a party to any merger or consolidation and shall not satisfied on the Supplement Effective Date, the satisfaction of such shall be solely a condition precedent have succeeded to the incurrence all or any substantial part of the Tranche C Term Loans on liabilities of any other Person at any time following the initial Borrowing datedate of the most recent financial statements referred to in Section 7.05.

Corporate Documents; Proceedings; etc. (a) On the Supplement Restatement Effective Date, the Administrative Agent shall have received a certificatecertificate from the Parent and each Credit Party, dated the Supplement Restatement Effective Date, signed by the chairman an Authorized Officer of the board, the president, any vice president or the treasurer of the Borrower and each Subsidiary of the Borrower, if any, which is to become a Credit Party on the Supplement Effective Datesuch entity, and attested to by the secretary Secretary or any assistant secretary Assistant Secretary (or if such entity does not have a Secretary or Assistant Secretary, any other officer or director of the respective such Personentity) of such entity, substantially in the form of Exhibit F to the Credit Agreement 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 Person, entity and the resolutions of the respective such Person entity referred to in such certificate, and the foregoing shall be reasonably acceptable to the Agents. (b) On Administrative Agent; provided that each of the Supplement Borrowers, Holdings and Trico Subsea Holding shall only be required to deliver to the Administrative Agent on the Restatement Effective Date a certificate, dated the Restatement Effective Date, the Administrative Agent shall have received certificates of all Credit Parties (other than the Credit Parties delivering certificates pursuant to preceding clause (a)) (x) certifying that there were no changes, or providing the text of any changes, to the certificate of incorporation and by-laws of such Credit Parties as delivered pursuant to Section 5.04 of the Credit Agreement, (y) to the effect that each such Credit Party is in good standing in its respective state of incorporation and in those states where each such Credit Party conducts business and (z) providing the resolutions adopted signed by each such Credit Party with respect to the actions contemplated in this Agreement (including, without limitation, with respect to the amendment and restatement of this Agreement, and the obligations an Authorized Officer of such Credit Party with respect confirming that there have been no changes to the increased extensions Certificate of credit pursuant hereto)Incorporation or By-laws (or equivalent organizational documents) since the effective date of the Original Shipping Credit Agreement or the Original Subsea Credit Agreement, as applicable, together with resolutions referred to in such certificate, and the foregoing shall be reasonably acceptable to the Agents in their reasonable discretionAdministrative Agent. (cb) On or prior to the Supplement Restatement Effective Date, all corporate, limited liability company, partnership and legal proceedings proceedings, and all instruments and agreements in respect of the Parent 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 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 telegramstelegrams or facsimiles, if any, which any the Administrative Agent reasonably may have reasonably requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate, corporate or governmental authorities. (d) To the extent that any condition precedent required to be satisfied under 9.04 (a), (b), or (c) above is not satisfied on the Supplement Effective Date, the satisfaction of such shall be solely a condition precedent to the incurrence of the Tranche C Term Loans on the initial Borrowing date.