Common use of Corporate Documents; Proceedings Clause in Contracts

Corporate Documents; Proceedings. (a) On the First Restatement Effective Date, the Administrative Agent shall have received a certificate from each Credit Party, dated the First Restatement Effective Date, signed by the President, any Senior Vice President or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of such Credit Party, in the form of Exhibit E to the 5-Year Credit Agreement with appropriate insertions, together with copies of the certificate of incorporation, partnership agreement and by-laws of such Credit Party (or equivalent organizational documents), as the case may be, and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the Administrative Agent in its reasonable discretion. (b) 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 Documents shall be reasonably satisfactory in form and substance to the Administrative Agent and the Required Banks, and the Administrative Agent shall have received true and correct copies of all Documents, together with all information and copies of all other documents and papers, including records of corporate proceedings, partnership proceedings, limited liability company proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities.

Corporate Documents; Proceedings. (a) On the First Restatement Effective Initial Borrowing Date, the Administrative Agent shall have received a certificate from each Credit Partycertificate, dated the First Restatement Effective Initial Borrowing Date, signed by the Chief Executive Officer, President, any Senior Vice Chief Financial Officer, President or any Vice President of such each Credit Party, and attested to by the Secretary or any Assistant Secretary of such Credit Party, in the form of Exhibit E to the 5-Year Credit Agreement EXHIBIT F with appropriate insertions, together with copies of the certificate Certificate of incorporation, partnership agreement Incorporation and byBy-laws Laws or Certificate of Formation and Operating Agreement of such Credit Party (or equivalent organizational documents), as the case may be, and the resolutions or, consents or similar evidence of authority of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the Administrative Agent and the Required Banks in its reasonable their sole discretion. (b) All corporate, partnership, limited liability company and legal proceedings and all instruments and agreements in connection with relating to the transactions contemplated by this Agreement and the other Documents shall be reasonably satisfactory in form and substance to the Administrative Agent and the Required Banks, and the Administrative Agent shall have received true and correct copies of all Documents, together with all information and copies of all other documents and papers, including records of corporate proceedings, partnership proceedings, limited liability company proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Administrative Agent reasonably or the Required Banks may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities.

Corporate Documents; Proceedings. (a) On the First Restatement Effective Date, the The Administrative Agent shall have received a certificate from each Credit Party, dated the First Restatement Effective Initial Borrowing Date, signed by the President, any Senior Vice President or any Vice President (or, in the case of the Guarantor, an authorized representative) of such Credit Party, and attested to by a Director or the Secretary or any Assistant Secretary general manager of such Credit Party, as applicable, substantially in the form of Exhibit E to the 5-Year Credit Agreement C with appropriate insertions, together with copies of the certificate or articles of incorporation, partnership agreement and by-laws (estatutos sociales) or equivalent organizational documents (including, without limitation, any amendments or modifications thereto) of such Credit Party (or equivalent organizational documents), as the case may be, and the resolutions of such Credit Party referred to in such certificate, certificate and all of the foregoing shall be reasonably acceptable satisfactory to the Administrative Agent in its reasonable discretionAgents (acting jointly). (b) All corporate, partnership, limited liability company 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 Administrative Agent and the Required BanksAgents (acting jointly), and the Administrative Agent shall have received true and correct copies of all Documents, together with all information and copies of all other documents and papers, including records of corporate proceedings, partnership proceedings, limited liability company proceedings, governmental approvals, approvals and good standing certificates and bring-down telegramscertificates, if any, which the Administrative Agent Agents reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authoritiesGovernmental Authorities.

Corporate Documents; Proceedings. (ai) On the First Restatement Effective DateFor OFI, the Administrative Agent shall have received a certificate from each Credit Party, dated the First Restatement Effective Datecertificate, signed by the President, the Chief Financial Officer, any Senior Vice President President, the Treasurer or any Vice President Assistant Treasurer of such Credit PartyOFI, and attested to by the Secretary or any Assistant Secretary of such Credit Partythereof, in the form of Exhibit E to the 5-Year Credit Agreement D-1 with appropriate insertions, together with copies of the certificate Certificate of incorporation, partnership agreement Incorporation and byBy-laws Laws of such Credit Party (or equivalent organizational documents), as the case may be, OFI and the resolutions of such Credit Party Borrower referred to in such certificate. (ii) For OFL, and the foregoing shall be reasonably acceptable to the Administrative Agent shall have received a certificate, signed by a director of OFL in its reasonable discretionthe form of Exhibit D-2, with appropriate insertions, together with copies of the organizational documents of OFL and the resolutions of OFL referred to in such certificate. (biii) All corporateThe Administrative Agent shall have received a certificate, partnershipsigned by the President, limited liability company the Chief Financial Officer, any Vice President, the Treasurer or the Assistant Treasurer of the Guarantor and attested to by the Secretary or any Assistant Secretary of the Guarantor, in the form of Exhibit D-3, with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws of the Guarantor and the Resolutions of the Guarantor referred to in such Certificate. (iv) For each Borrower, all corporate and legal proceedings and all instruments and agreements in connection with the transactions contemplated by in this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative Agent and the Required Banks, and the Administrative Agent shall have received true and correct copies of all Documents, together with all information and copies of all other documents and papers, including records of corporate proceedings, partnership proceedings, limited liability company proceedings, proceedings and governmental approvals, good standing certificates and bring-down telegrams, if any, which the Administrative Agent any Bank reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities.

Corporate Documents; Proceedings. (a) On the First Second Restatement Effective Date, the Administrative Agent shall have received a certificate from each Credit Party, dated the First Second Restatement Effective Date, signed by the President, any Senior Vice President or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of such Credit Party, in the form of Exhibit E to the 5-Year Credit Agreement with appropriate insertions, together with copies of the certificate of incorporation, partnership agreement and by-laws of such Credit Party (or equivalent organizational documents), as the case may be, and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the Administrative Agent in its reasonable discretion. (b) 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 Documents shall be reasonably satisfactory in form and substance to the Administrative Agent and the Required Banks, and the Administrative Agent shall have received true and correct copies of all Documents, together with all information and copies of all other documents and papers, including records of corporate proceedings, partnership proceedings, limited liability company proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities.papers

Corporate Documents; Proceedings. (ai) On the First Restatement Effective Initial Borrowing Date, the Administrative Agent shall have received a certificate from each Credit Partycertificate, dated the First Restatement Effective Initial Borrowing Date, signed by the President, any Senior Vice President or any Vice President of such each Credit Party, and attested to by the Secretary or any Assistant Secretary of such Credit Party, in the form of Exhibit E to the 5-Year Credit Agreement F with appropriate insertions, together with copies of the certificate Certificate of incorporation, partnership agreement Incorporation and by-laws ByLaws of such Credit Party (or equivalent organizational documents), as the case may be, and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the Administrative Agent in its reasonable discretionCo-Arrangers. (bii) All corporate, partnership, limited liability company 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 Administrative Agent Co-Arrangers and the Required Banks, and the Administrative Agent shall have received true and correct copies of all Documents, together with all information and copies of all other documents and papers, including records of corporate proceedings, partnership proceedings, limited liability company proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Administrative Agent Co-Arrangers reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities.

Corporate Documents; Proceedings. (a) On the First Restatement Effective Original Closing -------------------------------- Date, the Administrative Agent shall have received a certificate from each Credit PartyParty a certificate, dated the First Restatement Effective Original Closing Date, signed by the President, any Senior Vice President president or any Vice President vice president of such Credit Party, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of such Credit Party, in the form of Exhibit E to the 5-Year Existing Credit Agreement with appropriate insertions, together with copies of the certificate Certificate of incorporation, partnership agreement Incorporation and byBy-laws Laws of such Credit Party (or equivalent organizational documents), as the case may be, and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be have been reasonably acceptable to the Administrative Agent in its reasonable discretionAgents and the Required Banks. (b) All corporate, partnership, limited liability company corporate and legal proceedings and all instruments and agreements in connection with relating to the transactions contemplated by this the Existing Credit Agreement and the other Documents (as defined in the Existing Credit Agreement) shall be reasonably satisfactory in form and substance to the Administrative Agent Agents and the Required Banks, and the Administrative Agent shall have received true and correct copies of all Documents, together with all information and copies of all other documents and papers, including records of corporate proceedings, partnership proceedings, limited liability company proceedings, governmental approvals, good standing certificates, certificates of merger and bring-down telegrams, if any, which the Administrative Agent reasonably Agents or the Required Banks may have reasonably requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or governmental authorities.

Corporate Documents; Proceedings. (a) On the First Restatement Effective Initial Borrowing Date, the Administrative Agent shall have received a certificate from each Credit PartyParty a certificate, dated the First Restatement Effective Initial Borrowing Date, signed by the Presidentchairman, any Senior Vice President a vice-chairman, the president or any Vice President vice-president of such Credit Party, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of such Credit Party, in the form of Exhibit E to the 5-Year Credit Agreement G with appropriate insertions, together with copies of the certificate of incorporation, partnership agreement incorporation and by-laws of such Credit Party (or equivalent organizational documents), as the case may be, ) and the resolutions of such Credit Party referred to in such certificate, certificate and all of the foregoing (including each such certificate of incorporation and by-laws (or equivalent organizational documents)) shall be reasonably acceptable satisfactory to the Administrative Agent in its reasonable discretionAgents. (b) All On the Initial Borrowing 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 Transaction Documents shall be reasonably satisfactory in form and substance to the Administrative Agent and the Required BanksAgents, and the Administrative Agent shall have received true and correct copies of all Documents, together with all information and copies of all other certificates, documents and papers, including good standing certificates, bring-down certificates and any other records of corporate proceedings, partnership proceedings, limited liability company proceedings, proceedings and governmental approvals, good standing certificates and bring-down telegrams, if any, which the Administrative Agent Agents reasonably may have requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or governmental authorities. (c) On the Initial Borrowing Date and after giving effect to the Transaction, the corporate and capital structure (including, without limitation, the terms of any capital stock, options, warrants or other securities issued by the Borrower or any of its Subsidiaries) of the Borrower and each of its Subsidiaries shall be in form and substance reasonably satisfactory to the Agents.

Corporate Documents; Proceedings. (a) On the First Restatement Effective Initial Borrowing Date, the Administrative Agent shall have received a certificate from each Credit PartyParty a certificate, dated the First Restatement Effective Initial Borrowing Date, signed by the President, any Senior Vice President or any Vice President an Authorized Officer of such Credit Party, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of such Credit Party, in the form of Exhibit E to the 5-Year Credit Agreement F with appropriate insertions, together with copies of the certificate of incorporation, partnership agreement and by-laws or equivalent organizational documents of such Credit Party (or equivalent organizational documents), as the case may be, and the resolutions of such Credit Party referred to in such certificate, certificate and all of the foregoing (including each such certificate of incorporation, by-laws or other organizational document) shall be reasonably acceptable satisfactory to the Administrative Agent in its reasonable discretionAgent. (b) All corporateOn the Initial Borrowing Date, partnership, limited liability company and legal all Company proceedings of each Credit Party 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 Administrative Agent and the Required BanksAgent, and the Administrative Agent shall have received true and correct copies of all Documents, together with all information and copies of all other certificates, documents and papers, including records of corporate proceedings, partnership proceedings, limited liability company proceedings, governmental approvals, good standing certificates and certificates, bring-down telegramscertificates and any other records of Company proceedings for each Credit Party and governmental approvals, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate Company or governmental authorities.

Corporate Documents; Proceedings. (a1) On the First Restatement Effective Closing Date, the Administrative Agent shall have received a certificate from each Credit Partycertificate, dated the First Restatement Effective Closing Date, signed by an authorized officer of the PresidentBorrower, any Senior Vice President in form and substance satisfactory to the Agent, certifying (i) resolutions of the Board of Directors of the Borrower authorizing and approving the execution and delivery by the Borrower of this Agreement and the Note and the other Credit Documents to which it is a party and the transactions contemplated hereby and thereby, (ii) the certificate or any Vice President articles of such Credit Partyincorporation of the Borrower, and attested to by (iii) the Secretary or any Assistant Secretary bylaws of such Credit Partythe Borrower. (2) On the Closing Date, in the form of Exhibit E Agent shall have received, with respect to the 5-Year Credit Agreement with appropriate insertionsBorrower, together with copies of the a good standing certificate from its jurisdiction of incorporation, partnership agreement and by-laws of such Credit Party (or equivalent organizational documents), as the case may be, and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable dated a recent date prior to the Administrative Agent in its reasonable discretionClosing Date. (b3) All corporate, partnership, limited liability company 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 Administrative Agent and the Required Banks, and the Administrative Agent shall have received true and correct copies of all Documents, together with all information and copies of all other documents and papers, including records of corporate proceedings, partnership proceedings, limited liability company proceedings, proceedings and governmental approvals, good standing certificates and bring-down telegrams, if any, which the Administrative Agent any Bank reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities.

Corporate Documents; Proceedings. (a) On the First Restatement Effective Initial Borrowing Date, the Administrative Agent shall have received a certificate from each Credit PartyParty a certificate, dated the First Restatement Effective Initial Borrowing Date, signed by the Presidentchairman, any Senior Vice President a vice-chairman, the president or any Vice President vice-president of such Credit Party, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of such Credit Party, in the form of Exhibit E to the 5-Year Credit Agreement F with appropriate insertions, together with copies of the certificate of incorporation, partnership agreement incorporation and by-laws of such Credit Party (or equivalent organizational documents), as the case may be, ) and the resolutions of such Credit Party referred to in such certificate, certificate and all of the foregoing (including each such certificate of incorporation and by-laws (or equivalent organizational documents)) shall be reasonably acceptable satisfactory to the Administrative Agent in its reasonable discretionAgents. (b) All On the Initial Borrowing 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 Transaction Documents shall be reasonably satisfactory in form and substance to the Administrative Agent and the Required BanksAgents, and the Administrative Agent shall have received true and correct copies of all Documents, together with all information and copies of all other certificates, documents and papers, including good standing certificates, bring-down certificates and any other records of corporate proceedings, partnership proceedings, limited liability company proceedings, proceedings and governmental approvals, good standing certificates and bring-down telegrams, if any, which the Administrative Agent Agents reasonably may have requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or governmental authorities. (c) On the Initial Borrowing Date and after giving effect to the Transaction, the corporate 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 of its Subsidiaries shall be in form and substance reasonably satisfactory to the Agents, and the management of Holdings and its Subsidiaries shall be reasonably satisfactory to the Agents.

Corporate Documents; Proceedings. (a) On the First Restatement Effective Initial Borrowing -------------------------------- Date, the Administrative Agent shall have received a certificate from each Credit PartyParty a certificate, dated the First Restatement Effective Initial Borrowing Date, signed by the Presidentchairman, any Senior Vice President a vice-chairman, the president or any Vice President vice-president of such Credit Party, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of such Credit Party, in the form of Exhibit E to the 5-Year Credit Agreement F with appropriate insertions, together with copies of the certificate of incorporation, partnership agreement and by-laws or equivalent organizational documents of such Credit Party (or equivalent organizational documents), as the case may be, and the resolutions of such Credit Party referred to in such certificate, certificate and all of the foregoing (including each such certificate of incorporation, by- laws or other organizational document) shall be reasonably acceptable satisfactory to the Administrative Agent in its reasonable discretionAgent. (b) All corporateOn the Initial Borrowing Date, partnership, limited liability company all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Documents shall be reasonably satisfactory in form and substance to the Administrative Agent and the Required BanksAgent, and the Administrative Agent shall have received true and correct copies of all Documents, together with all information and copies of all other certifi xxxxx, documents and papers, including records of corporate proceedings, partnership proceedings, limited liability company proceedings, governmental approvals, good standing certificates and certificates, bring-down telegramscertificates and any other records of Company proceedings and governmental approvals, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate Company or governmental authorities. (c) On the Initial Borrowing Date and after giving effect to the Transaction, the capital structure (including, without limitation, the terms of any capital stock, options, warrants or other securities issued by the Borrower or any of its Subsidiaries), and management of the Borrower and its Subsidiaries shall be in form and substance satisfactory to the Agent.

Corporate Documents; Proceedings. (a) On the First Restatement Effective Initial Borrowing -------------------------------- Date, the Administrative Agent shall have received a certificate from each Credit PartyParty a certificate, dated the First Restatement Effective Initial Borrowing Date, signed by the Presidentchairman, any Senior Vice President a vice- chairman, the president or any Vice President vice-president of such Credit Party, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of such Credit Party, in the form of Exhibit E to the 5-Year Credit Agreement F with appropriate insertions, together with copies of the certificate of incorporation, partnership agreement and by-laws or equivalent organizational documents of such Credit Party (or equivalent organizational documents), as the case may be, and the resolutions of such Credit Party referred to in such certificate, certificate and all of the foregoing (including each such certificate of incorporation, by-laws or other organizational document) shall be reasonably acceptable satisfactory to the Administrative Agent in its reasonable discretionAgents. (b) All corporateOn the Initial Borrowing Date, partnership, limited liability company all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Documents shall be reasonably satisfactory in form and substance to the Administrative Agent and the Required BanksAgents, and the Administrative Agent shall have received true and correct copies of all Documents, together with all information and copies of all other certificates, documents and papers, including records of corporate proceedings, partnership proceedings, limited liability company proceedings, governmental approvals, good standing certificates and certificates, bring-down telegramscertificates and any other records of Company proceedings and governmental approvals, if any, which the Administrative any Agent reasonably may have requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate Company or governmental authorities. (c) On the Initial Borrowing Date and after giving effect to the Transaction, the capital structure (including, without limitation, the terms of any capital stock, options, warrants or other securities issued by the Borrower or any of its Subsidiaries), and management of the Borrower and its Subsidiaries shall be as described in the Tender Offer Documents.

Corporate Documents; Proceedings. (a) On the First Restatement Effective Conspec Acquisition Date, the Administrative Agent shall have received a certificate from each Credit PartyConspec Entity a certificate, dated the First Restatement Effective Conspec Acquisition Date, signed by the Presidentchairman, any Senior Vice President a vice-chairman, the president or any Vice President vice-president of such Credit PartyConspec Entity, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of such Credit PartyConspec Entity, in the form of Exhibit E to the 5-Year Credit Agreement G with appropriate insertions, together with copies of the certificate of incorporation, partnership agreement incorporation and by-laws of such Credit Party Conspec Entity (or equivalent organizational documents) and the resolutions of such Conspec Entity referred to in such certificate and all of the foregoing (including each such certificate of incorporation and by-laws (or equivalent organizational documents), as the case may be, and the resolutions of such Credit Party referred to in such certificate, and the foregoing ) shall be reasonably acceptable satisfactory to the Administrative Agent in its reasonable discretionAgents. (b) All On the Conspec Acquisition 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 Documents Conspec Acquisition shall be reasonably reason- ably satisfactory in form and substance to the Administrative Agent and the Required BanksAgent, and the Administrative Agent shall have received true and correct copies of all Documents, together with all information and copies of all other certificates, documents and papers, including good standing certificates, bring-down certificates and any other records of corporate proceedings, partnership proceedings, limited liability company proceedings, proceedings and governmental approvals, good standing certificates and bring-down telegrams, if any, which the 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 authorities.

Corporate Documents; Proceedings. (ai) On the First Restatement Effective Initial Borrowing Date, the Administrative Agent shall have received a certificate from each Credit Partycertificate, dated the First Restatement Effective Initial Borrowing Date, signed by the President, any Senior Vice President president or any Vice President vice president of such each Credit Party, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of such Credit Party, in the form of Exhibit E to the 5-Year Credit Agreement F with appropriate insertions, together with copies of the certificate of incorporation, partnership agreement incorporation and by-laws (or equivalent organizational documents including unanimous shareholder agreements, if any relating to such Credit Party) of such Credit Party (or equivalent organizational documents), as the case may be, and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the Administrative Agent in its reasonable discretionAgents. (bii) All corporate, partnership, limited liability company 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 Administrative Agent and the Required BanksAgents, and the Administrative Agent shall have received true and correct copies of all Documents, together with all information and copies of all other documents and papers, including records of corporate proceedings, partnership proceedings, limited liability company proceedings, governmental approvals, good standing certificates (or equivalents thereof) and bring-down telegrams, if any, which the Administrative Agent Agents reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities.

Corporate Documents; Proceedings. (a) On the First Restatement Effective Initial Borrowing Date, the Administrative Agent shall have received a certificate from each Credit Partycertificate, dated the First Restatement Effective Initial Borrowing Date, signed by the President, any Senior Vice President or President, any Vice President or the Controller of such Credit Partythe Borrower, and attested to by the Secretary or any Assistant Secretary of such Credit Partythe Borrower, in the form of Exhibit E to the 5-Year Credit Agreement E-1 with appropriate insertions, together with copies of the certificate of incorporation, partnership agreement incorporation and by-laws of such Credit Party (or equivalent organizational documents), as the case may be, Borrower and the resolutions of such Credit Party the Borrower referred to in such certificate, and the foregoing shall be reasonably acceptable to the Administrative Agent in its reasonable discretion. (b) On the Initial Borrowing Date, the Agent shall have received a certificate, dated the Initial Borrowing Date, signed by the President, any Senior Vice President, any Vice President or the Controller of the Equity Sponsor, and attested to by the Secretary or any Assistant Secretary of the Equity Sponsor, in the form of Exhibit E-2 with appropriate insertions, together with copies of the certificate of incorporation and by-laws of the Equity Sponsor and the resolutions of the Equity Sponsor referred to in such certificate. (c) All corporate, partnership, limited liability company corporate and legal proceedings and all instruments and agreements in connection with the transactions contemplated by in this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative Agent and the Required Banks, and the Administrative Agent shall have received true and correct copies of all Documents, together with all information and copies of all other documents and papers, including records of corporate proceedings, partnership proceedings, limited liability company proceedings, proceedings and governmental approvals, good standing certificates and bring-down telegrams, if any, which the Administrative Agent any Bank reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities.

Corporate Documents; Proceedings. (a) On the First Restatement Effective Initial Borrowing Date, the Administrative Agent shall have received a certificate from each Credit PartyParty a certificate, dated the First Restatement Effective Initial Borrowing Date, signed by the Presidentchairman, any Senior Vice President a vice-chairman, the president or any Vice President vice-president of such Credit Party, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of such Credit Party, in the form of Exhibit E to the 5-Year Credit Agreement F with appropriate insertions, together with copies of the certificate Certificate of incorporation, partnership agreement Incorporation and byBy-laws Laws of such Credit Party (or equivalent organizational documents), as the case may be, and the resolutions of such Credit Party referred to in such certificate, certificate and all of the foregoing (including each such Certificate of Incorporation and By-Laws) shall be reasonably acceptable satisfactory to the Administrative Agent in its reasonable discretionAgent. (b) All corporateOn the Initial Borrowing Date, partnership, limited liability company all corporate and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Documents shall be reasonably satisfactory in form and substance to the Administrative Agent and the Required BanksAgent, and the Administrative Agent shall have received true and correct copies of all Documents, together with all information and copies of all other certificates, documents and papers, including good standing certificates, bring-down certificates and any other records of corporate proceedings, partnership proceedings, limited liability company proceedings, proceedings and governmental approvals, good standing certificates and bring-down telegrams, if any, which the 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 authorities. (c) On the Initial Borrowing Date and after giving effect to the Transaction, the capital structure (including, without limitation, the terms of any capital stock, options, warrants or other securities issued by Parent or any of its Subsidiaries) of Parent and each of its Subsidiaries shall be in form and substance satisfactory to the Agent, and the management of Parent and its Subsidiaries shall be satisfactory to the Agent.

Corporate Documents; Proceedings. (a) On the First Restatement Effective Date, the Administrative Agent shall have received a certificate from each Credit PartyParty a certificate, dated the First Restatement Effective Date, signed by the Presidentchairman, any Senior Vice President a vice-chairman, the president or any Vice President vice-president of such Credit Party, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of such Credit Party, in the form of Exhibit E to the 5-Year Credit Agreement F with appropriate insertions, together with copies of the certificate of incorporation, partnership agreement incorporation and by-laws of such Credit Party (or equivalent organizational documents), as the case may be, ) and the resolutions of such Credit Party referred to in such certificate, certificate and all of the foregoing fore- going (including each such certificate of incorporation and by-laws (or equivalent organizational documents)) shall be reasonably acceptable satisfactory to the Administrative Agent in its reasonable discretionAgents. (b) All On the Restatement 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 Transaction Documents shall be reasonably satisfactory in form and substance to the Administrative Agent and the Required BanksAgents, and the Administrative Agent shall have received true and correct copies of all Documents, together with all information and copies of all other certificates, documents and papers, including good standing certificates, bring-down certificates and any other records of corporate proceedings, partnership proceedings, limited liability company proceedings, proceedings and governmental approvals, good standing certificates and bring-down telegrams, if any, which the Administrative Agent Agents reasonably may have requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or governmental authorities.