Common use of Corporate Documents; Proceedings Clause in Contracts

Corporate Documents; Proceedings. (a) On the Third Restatement -------------------------------- Effective Date, the Administrative Agent shall have received from the Borrower and each New Credit Party a certificate, dated the Third Restatement Effective Date, signed by the chairman, a vice-chairman, 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, in the form of Exhibit F with appropriate insertions, together with copies of the certificate of incorporation, by-laws or equivalent organizational documents of such New Credit Party and the resolutions of such New Credit Party referred to in such certificate and all of the foregoing (including each such certificate of incorporation, by-laws or other organizational document) shall be reasonably satisfactory to the Agents. (b) On the Third Restatement Effective Date, the Administrative Agent shall have received a certificate from each Credit Party (other than the New Credit Parties) (x) certifying that there were no changes, or providing the text of any changes, to the certificate of incorporation, by-laws or equivalent organizational documents of such Credit Party as delivered pursuant to Section 5.04 of each of the Original Credit Agreement, the First Amended and Restated Credit Agreement and the Second Amended and Restated Credit Agreement, (y) to the effect that such Credit Party is in good standing in its respective state of organization and in those states where such Credit Party conducts business and (z) providing the resolutions adopted by such Credit Party with respect to the actions contemplated by this Agreement (including, without limitation, with respect to the SMT Merger, 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 all of the foregoing shall be acceptable to the Agents. (c) On the Third Restatement Effective Date, 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 Agents, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring- down certificates and any other records of Company proceedings and governmental approvals, if any, which either Agent reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities.

Corporate Documents; Proceedings. (ai) On the Third Restatement -------------------------------- Effective DateFor OFI, the Administrative Agent shall have received from the Borrower and each New Credit Party a certificate, dated the Third Restatement Effective Date, signed by the chairman, a vice-chairmanPresident, the president Chief Financial Officer, any Vice President, the Treasurer or any vice- president Assistant Treasurer of such New Credit Party OFI, and attested to by the secretary Secretary or any assistant secretary of such New Credit PartyAssistant Secretary thereof, in the form of Exhibit F D-1 with appropriate insertions, together with copies of the certificate Certificate of incorporation, byIncorporation and By-laws or equivalent organizational documents Laws of such New Credit Party OFI and the resolutions of such New Credit Party Borrower referred to in such certificate and all of the foregoing (including each such certificate of incorporation, by-laws or other organizational document) shall be reasonably satisfactory to the Agentscertificate. (bii) On the Third Restatement Effective DateFor OFL, the Administrative Agent shall have received a certificate from each certificate, signed by a director of OFL in the form Credit Party (other than Agreement of Exhibit D-2, with appropriate insertions, together with copies of the New Credit Parties) (x) certifying that there were no changes, or providing the text of any changes, to the certificate of incorporation, by-laws or equivalent organizational documents of such Credit Party as delivered pursuant to Section 5.04 of each of the Original Credit Agreement, the First Amended and Restated Credit Agreement OFL and the Second Amended and Restated Credit Agreement, (y) resolutions of OFL referred to the effect that in such Credit Party is in good standing in its respective state of organization and in those states where such Credit Party conducts business and (z) providing the resolutions adopted by such Credit Party with respect to the actions contemplated by this Agreement (including, without limitation, with respect to the SMT Merger, 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 all of the foregoing shall be acceptable to the Agentscertificate. (ciii) On The Administrative Agent shall have received a certificate, signed by the Third Restatement Effective DatePresident, 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 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 AgentsBanks, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring- down certificates and any other records of Company corporate proceedings and governmental approvals, if any, which either Agent any Bank reasonably may have requested in connection therewith, such documents and papers, papers where appropriate, appropriate to be certified by proper Company corporate or governmental authorities.

Corporate Documents; Proceedings. (ai) On the Third Restatement -------------------------------- Effective DateFor OFI, the Administrative Agent shall have received from the Borrower and each New Credit Party a certificate, dated the Third Restatement Effective Date, signed by the chairman, a vice-chairmanPresident, the president Chief Financial Officer, any Vice President, the Treasurer or any vice- president Assistant Treasurer of such New Credit Party OFI, and attested to by the secretary Secretary or any assistant secretary of such New Credit PartyAssistant Secretary thereof, in the form of Exhibit F D-1 with appropriate insertions, together with copies of the certificate Certificate of incorporation, byIncorporation and By-laws or equivalent organizational documents Laws of such New Credit Party OFI and the resolutions of such New Credit Party Borrower referred to in such certificate and all of the foregoing (including each such certificate of incorporation, by-laws or other organizational document) shall be reasonably satisfactory to the Agentscertificate. (bii) On the Third Restatement Effective DateFor OCI, the Administrative Agent shall have received a certificate from each Credit Party certificate, signed by the President, the Chief Financial Officer, any Vice President, the Treasurer or any Assistant Treasurer of OCI, and attested to by the Secretary or any Assistant Secretary thereof, in the form of Exhibit D-2 with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws of OCI and the resolutions of such Borrower referred to in such certificate. (other than iii) For OFP, the New Credit Parties) (x) certifying that there were no changesAdministrative Agent shall have received a certificate, or providing signed by a director of OFP in the text form of any changesExhibit D-3, to with appropriate insertions, together with copies of the certificate of incorporation, by-laws or equivalent organizational documents of such Credit Party as delivered pursuant to Section 5.04 of each of the Original Credit Agreement, the First Amended and Restated Credit Agreement OFP and the Second Amended and Restated Credit Agreement, (y) resolutions of OFP referred to the effect that in such Credit Party is in good standing in its respective state of organization and in those states where such Credit Party conducts business and (z) providing the resolutions adopted by such Credit Party with respect to the actions contemplated by this Agreement (including, without limitation, with respect to the SMT Merger, 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 all of the foregoing shall be acceptable to the Agentscertificate. (civ) On The Administrative Agent shall have received a certificate, signed by the Third Restatement Effective DatePresident, 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-4, 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. (v) For each Borrower, all 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 AgentsBanks, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring- down certificates and any other records of Company corporate proceedings and governmental approvals, if any, which either Agent any Bank reasonably may have requested in connection therewith, such documents and papers, papers where appropriate, appropriate to be certified by proper Company corporate or governmental authorities.

Corporate Documents; Proceedings. (a) On the Third Restatement Initial -------------------------------- Effective Borrowing Date, the Administrative Agent shall have received from the Borrower and each New Credit Party a certificate, dated the Third Restatement Effective Initial Borrowing Date, signed by the chairman, a vice-chairman, the president or any vice- vice-president of such New Credit Party Party, and attested to by the secretary or any assistant secretary of such New Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the certificate Certificate of incorporation, byIncorporation and By-laws or equivalent organizational documents Laws of such New Credit Party and the resolutions of such New Credit Party referred to in such certificate and all of the foregoing (including each such certificate Certificate of incorporation, byIncorporation and By-laws or other organizational documentLaws) shall be reasonably satisfactory to the AgentsAgent. (b) On the Third Restatement Effective Date, the Administrative Agent shall have received a certificate from each Credit Party (other than the New Credit Parties) (x) certifying that there were no changes, or providing the text of any changes, to the certificate of incorporation, by-laws or equivalent organizational documents of such Credit Party as delivered pursuant to Section 5.04 of each of the Original Credit Agreement, the First Amended and Restated Credit Agreement and the Second Amended and Restated Credit Agreement, (y) to the effect that such Credit Party is in good standing in its respective state of organization and in those states where such Credit Party conducts business and (z) providing the resolutions adopted by such Credit Party with respect to the actions contemplated by this Agreement (including, without limitation, with respect to the SMT Merger, 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 all of the foregoing shall be acceptable to the Agents. (c) On the Third Restatement Effective Initial Borrowing Date, all Company 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 AgentsAgent, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring- bring-down certificates and any other records of Company corporate proceedings and governmental approvals, if any, which either the Agent reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company corporate or governmental authorities. (c) On the Initial Borrowing Date and after giving effect to those elements of the Transaction to be consummated on such date, the capital structure (including, without limitation, the terms of any capital stock, options, warrants or other securities issued by Holdings or any of its Subsidiaries), and management of Holdings and its Subsidiaries shall be in form and substance satisfactory to the Agent.

Corporate Documents; Proceedings. (ai) On the Third Restatement -------------------------------- Effective Closing Date, the Administrative Agent shall have received from the Borrower and each New Credit Party a certificate, dated the Third Restatement Effective Closing Date, signed by the chairmanPresident or Vice President of the Borrower, a vice-chairman, the president or any vice- president of such New Credit Party and attested to by the secretary Secretary or any assistant secretary Assistant Secretary of the Borrower, in form and substance satisfactory to the Agent, certifying (A) resolutions of the Board of Directors of the Borrower authorizing and approving this Agreement, the Notes, the other Credit Documents and the transactions contemplated hereby, (B) the signatures and incumbency of the Borrower's officers executing this Agreement, the Notes, any other Credit Documents to which the Borrower is a party and the documents, instruments or other certificates to be delivered in connection with this Agreement and the other Credit Documents, and (C) the Certificate of Incorporation and By-Laws of the Borrower together with copies of the Certificate of Incorporation and By-Laws of the Borrower and the resolutions of the Borrower referred to in such certificate. (ii) On the Closing Date, the Agent shall have received a certificate, dated the Closing Date, signed by the President or Vice President of each of the Borrower's Subsidiaries party to any Credit Document, and attested to by the Secretary or any Assistant Secretary of such New Credit PartySubsidiary, in form and substance satisfactory to the form Agent, certifying (A) the resolutions adopted by the Board of Exhibit F Directors of such Subsidiary approving and authorizing the Subsidiary Guaranty, the Subsidiary Security Agreement, the Subsidiary Pledge Agreement, the Trademark Security Agreement and the transactions contemplated thereby and by this Agreement, (B) the signatures and incumbency of the officers of such Subsidiary executing the Credit Documents to which such Subsidiary is a party and the documents, instruments or other certificates to be delivered in connection with appropriate insertionsthis Agreement and the other Credit Documents, and (C) the Articles or Certificate of Incorporation or other charter documents and By-Laws of such Subsidiary, together with copies of the certificate Articles or Certificate of incorporation, byIncorporation or other charter documents and By-laws or equivalent organizational documents Laws of such New Credit Party Subsidiary and the resolutions of such New Credit Party Subsidiary referred to in such certificate and all of the foregoing (including each such certificate of incorporation, by-laws or other organizational document) shall be reasonably satisfactory to the Agentscertificate. (biii) On the Third Restatement Effective Closing Date, the Administrative Agent shall have received a certificate from each Credit Party (copies of the Articles or Certificate of Incorporation or other than the New Credit Parties) (x) certifying that there were no changes, or providing the text of any changes, to the certificate of incorporation, by-laws or equivalent organizational charter documents of such Credit Party as delivered pursuant to Section 5.04 of each of the Original Borrower and each of the Borrower's Subsidiaries party to any Credit AgreementDocument, certified as of a recent date prior to delivery by the First Amended and Restated Credit Agreement and the Second Amended and Restated Credit AgreementSecretary of State of its jurisdiction of incorporation, (y) to the effect that such Credit Party is in together with a good standing in certificate from its respective state jurisdiction of organization and in those states where such Credit Party conducts business and (z) providing the resolutions adopted by such Credit Party with respect incorporation dated a recent date prior to the actions contemplated by this Agreement (including, without limitation, with respect to the SMT Merger, 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 all of the foregoing shall be acceptable to the Agentsdelivery. (civ) On the Third Restatement Effective DateAll corporate, all Company partnership 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 AgentsBanks, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring- down certificates and any other records of Company corporate proceedings and governmental approvals, if any, which either Agent that any Bank reasonably may have requested in connection therewith, such documents and papers, where appropriate, papers as appropriate to be certified by proper Company corporate, partnership or governmental authorities.

Corporate Documents; Proceedings. (a) On the Third Restatement -------------------------------- Effective Date, the Administrative Agent shall have received from the Borrower and each New Credit Party a certificate, dated the Third Restatement Effective Date, signed by the chairman, a vice-chairman, the president or any vice- vice-president of such New Credit Party Party, and attested to by the secretary or any assistant secretary of such New Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the certificate Certificate of incorporation, byIncorporation and By-laws or equivalent organizational documents Laws of such New Credit Party and the resolutions of such New Credit Party referred to in such certificate and all of the foregoing (including each such certificate Certificate of incorporation, byIncorporation and By-laws or other organizational documentLaws) shall be reasonably satisfactory to the AgentsAgent. (b) On the Third Restatement Effective Date, the Administrative Agent shall have received a certificate from each Credit Party (other than the New Credit Parties) (x) certifying that there were no changes, or providing the text of any changes, to the certificate of incorporation, by-laws or equivalent organizational documents of such Credit Party as delivered pursuant to Section 5.04 of each of the Original Credit Agreement, the First Amended and Restated Credit Agreement and the Second Amended and Restated Credit Agreement, (y) to the effect that such Credit Party is in good standing in its respective state of organization and in those states where such Credit Party conducts business and (z) providing the resolutions adopted by such Credit Party with respect to the actions contemplated by this Agreement (including, without limitation, with respect to the SMT Merger, 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 all of the foregoing shall be acceptable to the Agents. (c) On the Third Restatement Effective Date, all Company 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 AgentsAgent, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring- bring-down certificates and any other records of Company corporate proceedings and governmental approvals, if any, which either the Agent reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company corporate or governmental authorities. (c) On the Restatement Effective 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.