Common use of Subsidiary Documents Clause in Contracts

Subsidiary Documents. (i) On or before the Effective Date, Company shall deliver or cause to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following for each of its Subsidiaries (other than AmeriComm Holdings and each of its Subsidiaries), each unless otherwise noted, dated a recent date prior to their delivery to Lenders: (a) a certificate of its corporate secretary or an assistant secretary to the effect that there have been no (x) amendments to its Certificate of Incorporation or Bylaws after the Closing Date and (y) changes after the Closing Date in the incumbency of its officers; (b) resolutions of its Board of Directors approving and authorizing the execution, delivery and performance of the Acknowledgement and Consent, certified as of the Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (c) a good standing certificate from the Secretary of State of the State of its jurisdiction of incorporation, dated a recent date prior to the Effective Date; (d) executed originals of the Acknowledgement and Consent and (to the extent not previously executed and delivered to Lenders) the other Loan Documents to which it is a party; and (e) such other documents as Administrative Agent may reasonably request. (ii) On or before the Effective Date, Company shall deliver or cause to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following for AmeriComm Holdings and each of its Subsidiaries, each, unless otherwise noted, dated the Closing Date: (a) Certified copies of the Certificate or Articles of Incorporation of such Subsidiary, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which it is qualified as a foreign corporation to do business, each dated a recent date prior to the Effective Date; (b) Copies of the Bylaws of such Subsidiary, certified as of the Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (c) Resolutions of the Board of Directors of such Subsidiary approving and authorizing the execution, delivery and performance of the Subsidiary Guaranty, the Pledge Agreement, the Security Agreement and the other Loan Documents to which such Subsidiary is party, certified as of the Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (d) Signature and incumbency certificates of its officers executing the Subsidiary Guaranty, the Pledge Agreement, the Security Agreement and the other Loan Documents to which such Subsidiary is party; (e) Executed originals of the Subsidiary Guaranty, the Pledge Agreement, the Security Agreement and the other Loan Documents to which such Subsidiary is a party; and (f) Such other documents as Administrative Agent may reasonably request.

Subsidiary Documents. (i) On or before the Effective Date, Company shall deliver or cause to be delivered to Lenders (or to Chase Co- Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following for each of its Subsidiaries (other than AmeriComm Holdings and each of its Subsidiaries)following, each each, unless otherwise noted, dated a recent date prior to their delivery to Lendersthe Effective Date: (ai) Certified copies of the Certificate of Incorporation (or equivalent organizational document) of each domestic corporate Wholly Owned Subsidiary of Company (or, in lieu thereof, a certificate of its the corporate secretary or an assistant secretary to the effect that there have been no (x) amendments to its Certificate of Incorporation or Bylaws after the Closing Date and (y) changes after the Closing Date in the incumbency of its officers; (b) resolutions of its Board of Directors approving and authorizing the execution, delivery and performance of the Acknowledgement and Consent, certified such Subsidiary certifying as of the Effective Date by that its corporate secretary or an assistant secretary as being Certificate of Incorporation delivered on the Closing Date pursuant to subsection 4.1 of the Existing Credit Agreement is in full force and effect without modification or amendment; (c) a good standing certificate from the Secretary of State of the State of its jurisdiction of incorporation, dated a recent date prior to the Effective Date; (d) executed originals of the Acknowledgement and Consent and (to the extent not previously executed and delivered to Lenders) the other Loan Documents to which it is a party; and (e) such other documents as Administrative Agent may reasonably request. (ii) On or before the Effective Date, Company shall deliver or cause to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following for AmeriComm Holdings and each of its Subsidiaries, each, unless otherwise noted, dated the Closing Date: (a) Certified copies of the Certificate or Articles of Incorporation of such Subsidiary), together with a good standing certificate from the Secretary secretary of State state of its jurisdiction of incorporation and each other state in which it is qualified as a foreign corporation to do businessbusiness (except any such other state or states in which failure to be so qualified could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), each dated a recent date prior to the Effective Date; (bii) Copies of the Bylaws of each such Subsidiarydomestic corporate Wholly Owned Subsidiary of Company, certified as of the Effective Date by its corporate secretary secretary, or an assistant secretary (or, in lieu thereof, a certificate of such secretary certifying as being of the Effective Date that the Bylaws of such Subsidiary delivered on the Closing Date pursuant to subsection 4.1 of the Existing Credit Agreement are in full force and effect without modification or amendment); (ciii) Resolutions of the Board of Directors of each such domestic corporate Wholly Owned Subsidiary of Company approving and authorizing the execution, delivery and performance of the Subsidiary Guaranty, the Security Agreement, the Pledge Agreement, the Trademark Security Agreement, the Limited Partnership Security Agreement (as applicable) and the other Loan Documents and Related Agreements to which such Subsidiary is party, certified as of the Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (div) Conformed copies of the partnership agreement of each domestic Subsidiary of Company that is a partnership, certified by each general partner of such partnership Subsidiary as of the Effective Date as being in full force and effect without modification or amendment (or, in lieu thereof, a certificate of such general partner certifying as of the Effective Date that the partnership agreement of such partnership Subsidiary delivered on the Closing Date pursuant to subsection 4.1 of the Existing Credit Agreement is in full force and effect without modification or amendment); (v) Certificates of limited partnership or statements of partnership, as applicable, of each such Subsidiary of Company that is a partnership, certified by the Secretary of State (or similar official) of its jurisdiction of formation (or, in lieu thereof, a certificate of the general partner of such partnership Subsidiary certifying as of the Effective Date that the certificate of limited partnership or statement of partnership of such Subsidiary delivered on the Closing Date pursuant to subsection 4.1 of the Existing Credit Agreement is in full force and effect without modification or amendment), and a certificate of existence or good standing, as the case may be, from the Secretary of State (or similar official) of such jurisdiction, together with a certificate or other evidence of good standing from the secretary of state of each other state in which it is authorized as a foreign limited partnership to do business (except any such other state or states in which failure to be so qualified could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), each dated as of a recent date prior to the Effective Date; (vi) All documents executed by the appropriate partners approving or authorizing the execution, delivery and performance of the Subsidiary Guaranty, the Security Agreement, the Pledge Agreement, the Trademark Security Agreement, the Limited Partnership Security Agreement (as applicable) and the other Loan Documents and Related Agreements to which such Subsidiary is a party, each certified as of the Effective Date by the general partner of such partnership Subsidiary or other Loan Party; (vii) Signature and incumbency certificates of its officers officers, partners or other Persons executing the Subsidiary Guaranty, the Security Agreement, the Pledge Agreement, the Trademark Security Agreement, the Limited Partnership Security Agreement (as applicable) and the other Loan Documents to which such Subsidiary is party; (eviii) Executed originals (to the extent not previously executed and delivered to Lenders) of the Subsidiary Guaranty, the Pledge Security Agreement, the Security Pledge Agreement and the other Loan Documents to which such any corporate or partnership Subsidiary of Company is a party; and (fix) Such other documents as Administrative Agent Agents may reasonably request.

Subsidiary Documents. (i) On or before the Effective Date, Company shall deliver or cause to be delivered to Lenders (or to Chase Co-Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following for each of its Subsidiaries such Subsidiary (other than AmeriComm Holdings Union and each of its Subsidiaries)) as specified, each each, unless otherwise noted, dated the Effective Date: (i) Certified copies of the Certificate of Incorporation (or equivalent organizational document) of each domestic corporate Wholly Owned Subsidiary of Company (or, in lieu thereof, a certificate of the corporate secretary of such Subsidiary certifying as of the Effective Date that its Certificate of Incorporation previously delivered to Existing Lenders is in full force and effect without modification or amendment), together with a good standing certificate from the secretary of state of its jurisdiction of incorporation and each other state in which it is qualified as a foreign corporation to do business (except any such other state or states in which failure to be so qualified could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect) (or, in lieu thereof, a certificate of the secretary of such Subsidiary certifying as of the Effective Date that such Subsidiary is in good standing in all such jurisdictions), each dated a recent date prior to their delivery to Lenders:the Effective Date; (aii) a certificate Copies of the Bylaws of each such domestic corporate Wholly Owned Subsidiary of Company, certified as of the Effective Date by its corporate secretary secretary, or an assistant secretary (or, in lieu thereof, a certificate of such secretary certifying as of the Effective Date that the Bylaws of such Subsidiary previously delivered to the Existing Lenders are in full force and effect that there have been no (x) amendments to its Certificate of Incorporation without modification or Bylaws after the Closing Date and (y) changes after the Closing Date in the incumbency of its officersamendment); (biii) resolutions Resolutions of its the Board of Directors of each such domestic corporate Wholly Owned Subsidiary of Company approving and authorizing the execution, delivery and performance of the Acknowledgement Subsidiary Guaranty, the Security Agreement, the Pledge Agreement, the Trademark Security Agreement, the Limited Partnership Security Agreement (as applicable) and Consentthe other Loan Documents to which such Subsidiary is party and, in the case of Merger Sub, approving and authorizing the consummation of the Tender Offer and the Union Merger in the manner contemplated by the Union Acquisition Documents, certified as of the Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (civ) Conformed copies of the partnership agreement of each domestic Subsidiary of Company that is a partnership, certified by each general partner of such partnership Subsidiary as of the Effective Date as being in full force and effect without modification or amendment (or, in lieu thereof, a certificate of such general partner certifying as of the Effective Date that the partnership agreement of such partnership Subsidiary delivered on the Closing Date pursuant to subsection 4.2 of the Existing Credit Agreement is in full force and effect without modification or amendment); (v) Certificates of limited partnership or statements of partnership, as applicable, of each such Subsidiary of Company that is a partnership, certified by the Secretary of State (or similar official) of its jurisdiction of formation (or, in lieu thereof, a certificate of the general partner of such partnership Subsidiary certifying as of the Effective Date that the certificate of limited partnership or statement of partnership of such Subsidiary delivered on the Closing Date pursuant to subsection 4.2 of the Existing Credit Agreement is in full force and effect without modification or amendment), and a certificate of existence or good standing certificate standing, as the case may be, from the Secretary of State (or similar official) of such jurisdiction, together with a certificate or other evidence of good standing from the State secretary of its jurisdiction state of incorporationeach other state in which it is authorized as a foreign limited partnership to do business (except any such other state or states in which failure to be so qualified could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), each dated as of a recent date prior to the Effective Date; (dvi) All documents executed originals by the appropriate partners of the Acknowledgement and Consent and (to the extent not previously executed and delivered to Lenders) the other Loan Documents to which it each Subsidiary of Company that is a party; and (e) such other documents as Administrative Agent may reasonably request. (ii) On partnership approving or before the Effective Date, Company shall deliver or cause to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following for AmeriComm Holdings and each of its Subsidiaries, each, unless otherwise noted, dated the Closing Date: (a) Certified copies of the Certificate or Articles of Incorporation of such Subsidiary, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which it is qualified as a foreign corporation to do business, each dated a recent date prior to the Effective Date; (b) Copies of the Bylaws of such Subsidiary, certified as of the Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (c) Resolutions of the Board of Directors of such Subsidiary approving and authorizing the execution, delivery and performance of the Subsidiary Guaranty, the Security Agreement, the Pledge Agreement, the Trademark Security Agreement, the Limited Partnership Security Agreement (as applicable) and the other Loan Documents to which such Subsidiary is a party, each certified as of the Effective Date by its corporate secretary the general partner of such partnership Subsidiary or an assistant secretary as being in full force and effect without modification or amendmentother Loan Party; (dvii) Signature and incumbency certificates of its officers officers, partners or other Persons executing the Subsidiary Guaranty, the Security Agreement, the Pledge Agreement, the Trademark Security Agreement, the Limited Partnership Security Agreement (as applicable) and the other Loan Documents to which such Subsidiary is party; (eviii) Executed originals (to the extent not previously executed and delivered to Lenders) of the Subsidiary Guaranty, the Pledge Security Agreement, the Security Pledge Agreement and the other Loan Documents to which such any corporate or partnership Subsidiary of Company is a party; and (fix) Such other documents as Administrative Agent Agents may reasonably request.

Subsidiary Documents. (i) On or before the Effective Closing Date, Company shall deliver or cause to be delivered to Lenders (or to Chase Co-Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following for each of its Subsidiaries (other than AmeriComm Holdings and each of its Subsidiaries)following, each each, unless otherwise noted, dated the Closing Date: (i) Certified copies of the Certificate of Incorporation (or equivalent organizational document) of each domestic corporate Wholly Owned Subsidiary of Company, together with a good standing certificate from the secretary of state of its jurisdiction of incorporation and each other state in which it is qualified as a foreign corporation to do business (except any such other state or states in which failure to be so qualified could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), each dated a recent date prior to their delivery to Lenders:the Closing Date; (aii) a certificate Copies of the Bylaws of each such domestic corporate Wholly Owned Subsidiary of Company, certified as of the Closing Date by its corporate secretary or an assistant secretary to the effect that there have been no (x) amendments to its Certificate of Incorporation or Bylaws after the Closing Date and (y) changes after the Closing Date in the incumbency of its officerssecretary; (biii) resolutions Resolutions of its the Board of Directors of each such domestic corporate Wholly Owned Subsidiary of Company approving and authorizing the execution, delivery and performance of the Acknowledgement Subsidiary Guaranty, the Security Agreement, the Pledge Agreement, the Trademark Security Agreement, the Limited Partnership Security Agreement (as applicable) and Consentthe other Loan Documents and Related Agreements to which such Subsidiary is party, certified as of the Effective Closing Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (civ) a good standing certificate from the Secretary of State of the State of its jurisdiction of incorporation, dated a recent date prior to the Effective Date; (d) executed originals of the Acknowledgement and Consent and (to the extent not previously executed and delivered to Lenders) the other Loan Documents to which it is a party; and (e) such other documents as Administrative Agent may reasonably request. (ii) On or before the Effective Date, Company shall deliver or cause to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following for AmeriComm Holdings and each of its Subsidiaries, each, unless otherwise noted, dated the Closing Date: (a) Certified Conformed copies of the Certificate or Articles partnership agreement of Incorporation each domestic Subsidiary of Company that is a partnership, certified by each general partner of such Subsidiary, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which it is qualified as a foreign corporation to do business, each dated a recent date prior to the Effective Date; (b) Copies of the Bylaws of such Subsidiary, certified partnership as of the Effective Closing Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (cv) Resolutions Certificates of limited partnership or statements of partnership, as applicable, of each such Subsidiary of Company that is a partnership, certified by the Board Secretary of Directors State (or similar official) of its jurisdiction of formation and a certificate of existence or good standing, as the case may be, from the Secretary of State (or similar official) of such Subsidiary jurisdiction, together with a certificate or other evidence of good standing from the secretary of state of each other state in which it is authorized as a foreign limited partnership to do business (except any such other state or states in which failure to be so qualified could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), each dated as of a recent date prior to the Closing Date; (vi) All documents executed by the appropriate partners approving and authorizing or authorizing, the execution, delivery and performance of the Subsidiary Guaranty, the Security Agreement, the Pledge Agreement, the Trademark Security Agreement, the Limited Partnership Security Agreement (as applicable) and the other Loan Documents and Related Agreements to which such Subsidiary is a party, each certified as of the Effective Closing Date by its corporate secretary the general partner of such partnership Subsidiary or an assistant secretary as being in full force and effect without modification or amendmentother Loan Party; (dvii) Signature and incumbency certificates of its officers officers, partners or other Persons executing the Subsidiary Guaranty, the Security Agreement, the Pledge Agreement, the Trademark Security Agreement, the Limited Partnership Security Agreement (as applicable) and the other Loan Documents to which such Subsidiary is party; (eviii) Executed originals of the Subsidiary Guaranty, the Pledge Security Agreement, the Security Pledge Agreement and the other Loan Documents to which such any corporate or partnership Subsidiary of Company is a party; and (fix) Such other documents as Administrative Agent Agents may reasonably request.

Subsidiary Documents. (i) On or before the Effective Date, Company shall deliver or cause to be delivered to Lenders (or to Chase Co- Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following for each of its Subsidiaries such Subsidiary (other than AmeriComm Holdings Union and each of its Subsidiaries)) as specified, each each, unless otherwise noted, dated the Effective Date: (i) Certified copies of the Certificate of Incorporation (or equivalent organizational document) of each domestic corporate Wholly Owned Subsidiary of Company (or, in lieu thereof, a certificate of the corporate secretary of such Subsidiary certifying as of the Effective Date that its Certificate of Incorporation previously delivered to Existing Lenders is in full force and effect without modification or amendment), together with a good standing certificate from the secretary of state of its jurisdiction of incorporation and each other state in which it is qualified as a foreign corporation to do business (except any such other state or states in which failure to be so qualified could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect) (or, in lieu thereof, a certificate of the secretary of such Subsidiary certifying as of the Effective Date that such Subsidiary is in good standing in all such jurisdictions), each dated a recent date prior to their delivery to Lenders:the Effective Date; (aii) a certificate Copies of the Bylaws of each such domestic corporate Wholly Owned Subsidiary of Company, certified as of the Effective Date by its corporate secretary secretary, or an assistant secretary (or, in lieu thereof, a certificate of such secretary certifying as of the Effective Date that the Bylaws of such Subsidiary previously delivered to the Existing Lenders are in full force and effect that there have been no (x) amendments to its Certificate of Incorporation without modification or Bylaws after the Closing Date and (y) changes after the Closing Date in the incumbency of its officersamendment); (biii) resolutions Resolutions of its the Board of Directors of each such domestic corporate Wholly Owned Subsidiary of Company approving and authorizing the execution, delivery and performance of the Acknowledgement Subsidiary Guaranty, the Security Agreement, the Pledge Agreement, the Trademark Security Agreement, the Limited Partnership Security Agreement (as applicable) and Consentthe other Loan Documents to which such Subsidiary is party and, in the case of Merger Sub, approving and authorizing the consummation of the Tender Offer and the Union Merger in the manner contemplated by the Union Acquisition Documents, certified as of the Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (civ) Conformed copies of the partnership agreement of each domestic Subsidiary of Company that is a partnership, certified by each general partner of such partnership Subsidiary as of the Effective Date as being in full force and effect without modification or amendment (or, in lieu thereof, a certificate of such general partner certifying as of the Effective Date that the partnership agreement of such partnership Subsidiary delivered on the Closing Date pursuant to subsection 4.2 of the Existing Credit Agreement is in full force and effect without modification or amendment); (v) Certificates of limited partnership or statements of partnership, as applicable, of each such Subsidiary of Company that is a partnership, certified by the Secretary of State (or similar official) of its jurisdiction of formation (or, in lieu thereof, a certificate of the general partner of such partnership Subsidiary certifying as of the Effective Date that the certificate of limited partnership or statement of partnership of such Subsidiary delivered on the Closing Date pursuant to subsection 4.2 of the Existing Credit Agreement is in full force and effect without modification or amendment), and a certificate of existence or good standing certificate standing, as the case may be, from the Secretary of State (or similar official) of such jurisdiction, together with a certificate or other evidence of good standing from the State secretary of its jurisdiction state of incorporationeach other state in which it is authorized as a foreign limited partnership to do business (except any such other state or states in which failure to be so qualified could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), each dated as of a recent date prior to the Effective Date; (dvi) All documents executed originals by the appropriate partners of the Acknowledgement and Consent and (to the extent not previously executed and delivered to Lenders) the other Loan Documents to which it each Subsidiary of Company that is a party; and (e) such other documents as Administrative Agent may reasonably request. (ii) On partnership approving or before the Effective Date, Company shall deliver or cause to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following for AmeriComm Holdings and each of its Subsidiaries, each, unless otherwise noted, dated the Closing Date: (a) Certified copies of the Certificate or Articles of Incorporation of such Subsidiary, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which it is qualified as a foreign corporation to do business, each dated a recent date prior to the Effective Date; (b) Copies of the Bylaws of such Subsidiary, certified as of the Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (c) Resolutions of the Board of Directors of such Subsidiary approving and authorizing the execution, delivery and performance of the Subsidiary Guaranty, the Security Agreement, the Pledge Agreement, the Trademark Security Agreement, the Limited Partnership Security Agreement (as applicable) and the other Loan Documents to which such Subsidiary is a party, each certified as of the Effective Date by its corporate secretary the general partner of such partnership Subsidiary or an assistant secretary as being in full force and effect without modification or amendmentother Loan Party; (dvii) Signature and incumbency certificates of its officers officers, partners or other Persons executing the Subsidiary Guaranty, the Security Agreement, the Pledge Agreement, the Trademark Security Agreement, the Limited Partnership Security Agreement (as applicable) and the other Loan Documents to which such Subsidiary is party; (eviii) Executed originals (to the extent not previously executed and delivered to Lenders) of the Subsidiary Guaranty, the Pledge Security Agreement, the Security Pledge Agreement and the other Loan Documents to which such any corporate or partnership Subsidiary of Company is a party; and (fix) Such other documents as Administrative Agent Agents may reasonably request.

Subsidiary Documents. (i) On or before the Restatement Effective Date, Company ChipPAC shall deliver or cause to be delivered to Lenders (or to the Administrative Agent for the Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following for each of its Subsidiaries (other than AmeriComm Holdings and each Company, including the Malaysian Subsidiary (which may be waived by the Agents for any Subsidiaries of its SubsidiariesChipPAC with respect to the items described in clause (i) below), each each, unless otherwise noted, dated the Restatement Effective Date: (i) Certified copies of the Organizational Certificate, together with a good standing certificate (to the extent such a certificate is applicable and available in the relevant jurisdiction) from the applicable Governmental Authority of its jurisdiction of incorporation, organization or formation and each other jurisdiction in which it is qualified as a foreign corporation or other entity to do business (except any such state in which failure to be qualified could not reasonably be expected to have a Material Adverse Effect), each dated a recent date prior to their delivery to Lenders:the Restatement Effective Date; (aii) a certificate Copies of the Organizational Documents of such Subsidiary, certified as of the Restatement Effective Date by its corporate secretary or an assistant secretary to the effect that there have been no (x) amendments to its Certificate of Incorporation or Bylaws after the Closing Date and (y) changes after the Closing Date in the incumbency of its officerssecretary; (biii) resolutions Copies of its Board the Organizational Authorizations of Directors such Subsidiary approving and authorizing the execution, delivery and performance of all the Acknowledgement Loan Documents to be executed on the Restatement Effective Date and Consentthe Purchase Transactions Documents to which such Subsidiary is party, certified as of the Restatement Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (civ) a good standing certificate from the Secretary of State of the State Incumbency certificates of its jurisdiction of incorporation, dated a recent date prior to officers executing the Effective Date; (d) executed originals of the Acknowledgement and Consent and (to the extent not previously executed and delivered to Lenders) the other Loan Documents to which it is a party; and (e) such other documents as Administrative Agent may reasonably request. (ii) On or before the Effective Date, Company shall deliver or cause to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following for AmeriComm Holdings and each of its Subsidiaries, each, unless otherwise noted, dated the Closing Date: (a) Certified copies of the Certificate or Articles of Incorporation of such Subsidiary, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which it is qualified as a foreign corporation to do business, each dated a recent date prior to the Effective Date; (b) Copies of the Bylaws of such Subsidiary, certified as of the Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (c) Resolutions of the Board of Directors of such Subsidiary approving and authorizing the execution, delivery and performance of the Subsidiary Guaranty, the Pledge Agreement, the Security Agreement and the other Loan Documents to which such Subsidiary is party, certified as of will become a party on the Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendmentRestatement Closing Date; (dv) Signature and incumbency certificates Executed originals of its officers executing all the Subsidiary Guaranty, the Pledge Agreement, the Security Agreement and the other Loan Documents to be executed on the Restatement Effective Date to which such Subsidiary is party; (e) Executed originals of the Subsidiary Guaranty, the Pledge Agreement, the Security Agreement and the other Loan Documents to which such Subsidiary is a party; and (fvi) Such other documents as the Administrative Agent may reasonably request.. 100

Subsidiary Documents. (i) On or before the Effective Restatement Date, the Company shall deliver or cause to be delivered to Lenders (or to the Administrative Agent for and the Requisite Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following for each of its Subsidiaries Subsidiary that is a Loan Party (other than AmeriComm Holdings and each of its Subsidiarieswhich may be waived by the Requisite Lenders for any Subsidiary with respect to the items described in clause (i) below), each each, unless otherwise noted, dated the Restatement Date: (i) certified copies of its Organizational Certificate, together with a good standing certificate from the applicable Governmental Authority of its jurisdiction of incorporation, organization or formation, each state in which any of its Real Property Assets are located, and each other state in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to their delivery to Lenders:the Restatement Date; (aii) a certificate copies of its Organizational Documents, certified as of the Restatement Date by its corporate secretary or an assistant secretary to the effect that there have been no (x) amendments to its Certificate of Incorporation or Bylaws after the Closing Date and (y) changes after the Closing Date in the incumbency of its officerssecretary; (biii) resolutions copies of its Board of Directors Organizational Authorizations approving and authorizing the execution, delivery and performance of the Acknowledgement Guarantee Agreement and Consentthe other Transaction Documents to which it is party or by which it or its assets may be bound that are to be delivered on the Restatement Date, certified as of the Effective Restatement Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (civ) incumbency certificates of its officers executing the Guarantee Agreement and the other Transaction Documents to which it is a good standing certificate from the Secretary of State party as of the State of its jurisdiction of incorporation, dated a recent date prior to the Effective Restatement Date; (dv) executed originals of the Acknowledgement Guarantee Agreement, as the case may be, and Consent and (to the extent not previously executed and delivered to Lenders) the other Loan Documents to which it is a partyparty that are to be delivered on the Restatement Date; (vi) certified copies of each of the other Transaction Documents to which it is a party that are to be delivered on the Restatement Date; and (evii) such other documents as the Administrative Agent may reasonably request. (ii) On or before the Effective Date, Company shall deliver or cause to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following for AmeriComm Holdings and each of its Subsidiaries, each, unless otherwise noted, dated the Closing Date: (a) Certified copies of the Certificate or Articles of Incorporation of such Subsidiary, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which it is qualified as a foreign corporation to do business, each dated a recent date prior to the Effective Date; (b) Copies of the Bylaws of such Subsidiary, certified as of the Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (c) Resolutions of the Board of Directors of such Subsidiary approving and authorizing the execution, delivery and performance of the Subsidiary Guaranty, the Pledge Agreement, the Security Agreement and the other Loan Documents to which such Subsidiary is party, certified as of the Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (d) Signature and incumbency certificates of its officers executing the Subsidiary Guaranty, the Pledge Agreement, the Security Agreement and the other Loan Documents to which such Subsidiary is party; (e) Executed originals of the Subsidiary Guaranty, the Pledge Agreement, the Security Agreement and the other Loan Documents to which such Subsidiary is a party; and (f) Such other documents as Administrative Agent may reasonably request.