Common use of Corporate Documents; Proceedings Clause in Contracts

Corporate Documents; Proceedings. (a) On the Restatement Effective Date, the Administrative Agent shall have received from the Borrower and each New Credit Party a certificate, dated the 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 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 the Original 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 MTI 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 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. (d) 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 the Borrower or any of its Subsidiaries), and management of the Borrower and its Subsidiaries shall be in form and substance satisfactory to the Agents.

Corporate Documents; Proceedings. (a) On the Second Restatement Effective Date, the Administrative Agent shall have received from the Borrower and each New Credit Party a certificate, dated the Second 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 F-1 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 Second 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 and the First 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 MTI 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 Second 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. (d) 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 the Borrower or any of its Subsidiaries), and management of the Borrower and its Subsidiaries shall be in form and substance satisfactory to the Agents.

Corporate Documents; Proceedings. (ai) On the Restatement Effective Date, the Administrative Agent shall have received from the Borrower and each New Credit Party a certificate, dated the Restatement Effective 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. In lieu of delivering a copy of its Certificate of Incorporation or By-Laws to the Agent pursuant to the preceding sentence, the Borrower may certify in its certificate delivered pursuant to this clause (i) that such Certificate of Incorporation or By-Laws, as the case may be, were delivered to the Agent pursuant to the Existing Credit Agreement and that there has been no change in such Certificate of Incorporation or By-Laws, as the case may be, since the date of such New delivery. (ii) On the Effective Date, the Agent shall have received a certificate, dated the Effective Date, signed by the President or Vice President of each of the Borrower's Subsidiaries party to any Credit PartyDocument, and attested to by the Secretary or any Assistant Secretary of such Subsidiary, 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 Consent to Amendment and Restatement, the Subsidiary Guaranty, the Subsidiary Security Agreement, the Subsidiary Pledge Agreement, the Trademark Security Agreement, the Subsidiary Trademark Security Agreement (if such Subsidiary is a party thereto), the Subsidiary Partnership Security Agreement (if such Subsidiary is a party thereto) and the transactions contemplated thereby and by this Agreement, (B) the signatures and incumbency of the officers 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 certificate. In lieu of delivering a copy of its Articles or Certificate of Incorporation or other charter documents or By-Laws to the Agent pursuant to the preceding sentence, any of the foregoing Borrower's Subsidiaries may certify in its certificate delivered pursuant to this clause (including each ii) that such certificate Articles or Certificate of incorporationIncorporation, byother charter documents or By-laws or other organizational document) shall be reasonably satisfactory Laws, as the case may be, were delivered to the AgentsAgent pursuant to the Existing Credit Agreement and that there has been no change in such Articles or Certificate of Incorporation, other charter documents or By-Laws, as the case may be, since the date of such delivery. (biii) On the Restatement Effective Date, the Administrative Agent shall have received copies of the Articles or Certificate of Incorporation or other charter documents of each of the Borrower and each of the Borrower's Subsidiaries party to any Credit Document, certified as of a certificate from each Credit Party (other than recent date prior to delivery by the New Credit Parties) (x) certifying that there were no changes, or providing the text Secretary of any changes, to the certificate State of its jurisdiction of incorporation, by-laws together with a good standing certificate from its jurisdiction of incorporation dated a recent date prior to delivery; provided, however, that the Articles or equivalent organizational Certificate of Incorporation or other charter documents of such Credit Party as a Subsidiary need not be delivered pursuant to Section 5.04 this clause (iii) if such Subsidiary certifies pursuant to clause (ii) above that such Articles or Certificate of the Original Credit Agreement, (y) Incorporation or other charter documents were delivered 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 Agent pursuant to the actions contemplated by this Existing Credit Agreement (including, without limitation, with respect to and that there has been no change in such Articles or Certificate of Incorporation or other charter documents since the MTI Merger, the amendment and restatement of this Agreement, and the obligations date 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 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. (d) 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 the Borrower or any of its Subsidiaries), and management of the Borrower and its Subsidiaries shall be in form and substance satisfactory to the Agents.

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 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 MTI 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-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. (d) 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 the Borrower or any of its Subsidiaries), and management of the Borrower and its Subsidiaries shall be in form and substance satisfactory to the Agents.

Corporate Documents; Proceedings. (ai) On the Restatement Effective Closing Date, the Administrative Agent shall have received from the Borrower and each New Credit Party a certificate, dated the 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 Restatement Effective Closing Date, the Administrative Agent shall have received copies of the Articles or Certificate of Incorporation or other charter documents of each of the Borrower and each of the Borrower's Subsidiaries party to any Credit Document, certified as of a certificate from each Credit Party (other than recent date prior to delivery by the New Credit Parties) (x) certifying that there were no changes, or providing the text Secretary of any changes, to the certificate State of its jurisdiction of incorporation, by-laws or equivalent organizational documents of such Credit Party as delivered pursuant to Section 5.04 of the Original Credit Agreement, (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 MTI 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 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. (d) 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 the Borrower or any of its Subsidiaries), and management of the Borrower and its Subsidiaries shall be in form and substance satisfactory to the Agents.