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

Corporate Documents; Proceedings; etc. (a) On the Initial Borrowing Date, the Administrative Agent shall have received a certificate from each Credit Party, dated the Initial Borrowing Date, signed by the Chief Executive Officer, the 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 F with appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements and by-laws (or equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative Agent. (b) On the Initial Borrowing Date, all corporate, limited liability company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate and limited liability company proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, 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, limited liability company or governmental authorities. (c) On the Initial Borrowing Date, the ownership and capital structure (including, without limitation, the terms of any equity interests, options, warrants or other securities issued by the Borrower or any of its Subsidiaries) shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

Corporate Documents; Proceedings; etc. (a) On the Initial Borrowing Restatement Effective Date, the Administrative Agent shall have received a certificate from each Credit Partycertificate, dated the Initial Borrowing Restatement Effective Date, signed by the Chief Executive Officerchairman of the board, the President president, any vice president or the treasurer of Holdings, the Borrower and each Subsidiary of the Borrower which is to become a Credit Party on the Restatement Effective Date (excluding any Vice President of such Person which was a Credit PartyParty on the Original Effective Date), and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of the respective such Credit PartyPerson, in the form of Exhibit F with appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements incorporation and by-laws (or equivalent organizational documents)of the respective such Person, as applicable, of such Credit Party and the resolutions of the respective such Credit Party Person referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative AgentAgents. (b) On the Initial Borrowing Restatement Effective Date, the Administrative Agent shall have received certificates of all corporateCredit Parties (other than the Credit Parties delivering certificates pursuant to preceding clause (a)) (x) certifying that there were no changes, limited liability company or providing the text of any changes, to the certificate of incorporation and by-laws of such Credit Parties as delivered pursuant to Section 5.04 of the Original Credit Agreement, (y) to the effect that each such Credit Party is in good standing in its respective state of incorporation and in those states where each such Credit Party conducts business and (z) providing the resolutions adopted by each such Credit Party with respect to the actions contemplated in this Agreement (including without limitation with respect to the Acquisition and the amendment and restatement of this Agreement, and the obligations of such Credit Party with respect to the increased extensions of credit pursuant hereto), and the foregoing shall be reasonably acceptable to the Agents in their reasonable discretion. (c) All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative AgentAgents and the Required Banks, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate and limited liability company proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Administrative any Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, limited liability company corporate or governmental authorities. (c) On the Initial Borrowing Date, the ownership and capital structure (including, without limitation, the terms of any equity interests, options, warrants or other securities issued by the Borrower or any of its Subsidiaries) shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

Corporate Documents; Proceedings; etc. (ai) On the Initial Borrowing Escrow Release Date, the Administrative Agent shall have received a certificate from each Credit Partycertificate, dated the Initial Borrowing Escrow Release Date, signed by the Chief Executive Officer, the President or any Vice President an authorized officer of such each Credit Party, Party and attested to by the Secretary or any Assistant Secretary of such Credit Party, substantially in the form of Exhibit F G with appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements and by-laws (or equivalent organizational documents), as applicable, documents of such Credit Party (or, in the case of the Credit Agreement Parties, (x) any amendments or modifications to such organizational documents since the Escrow Deposit Date or (y) a certification from an appropriate officer of such Credit Agreement Party that such organizational documents have not been amended or modified since the Escrow Deposit Date), and the resolutions of such Credit Party authorizing the transactions referred to in such certificate, herein and each of the foregoing shall be in form and substance reasonably acceptable occurring on or prior to the Administrative AgentEscrow Release Date. (bii) On the Initial Borrowing Date, all corporate, 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 Credit Documents shall be reasonably satisfactory in form and substance reasonably satisfactory to the Administrative AgentAgents, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate and limited liability company proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Administrative any Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, limited liability company corporate or governmental authorities. (ciii) On the Initial Borrowing DateEscrow Release Date and after giving effect to the Transaction, all of the ownership and capital structure stock of (including, without limitation, x) the terms of any equity interests, options, warrants or other securities issued Borrower shall be owned by the Borrower or any Canadian Parent and (y) each of its Subsidiaries) Moore North America, Wallace and Finance Corp. shall be owned by the ▇▇▇▇ower, in form each ca▇▇ ▇▇▇▇ and substance reasonably satisfactory clear of all liens (other than pursuant to the Administrative Agent and the Required LendersSecurity Documents).

Corporate Documents; Proceedings; etc. (a) On the Initial Borrowing Restatement ------------------------------------- Effective Date, the Administrative Agent shall have received a certificate from each Credit Partycertificate, dated the Initial Borrowing Restatement Effective Date, signed by the Chief Executive Officerchairman of the board, the President president, any vice president or the treasurer of the Borrower and each Subsidiary of the Borrower which is to become a Credit Party on the Restatement Effective Date (excluding any Vice President of such Person which was a Credit PartyParty on the Original Effective Date), and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of the respective such Credit PartyPerson, in the form of Exhibit F with appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements incorporation and by-laws (or equivalent organizational documents)of the respective such Person, as applicable, of such Credit Party and the resolutions of the respective such Credit Party Person referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative AgentAgents. (b) On the Initial Borrowing Restatement Effective Date, the Administrative Agent shall have received certificates of all Credit Parties (other than the Credit Parties delivering certificates pursuant to preceding clause (a)) (x) certifying that there were no changes, or providing the text of any changes, to the certificate of incorporation and by-laws of such Credit Parties as delivered pursuant to Section 5.04 of the Original Credit Agreement, (y) to the effect that each such Credit Party is in good standing in its respective state of incorporation and in those states where each such Credit Party conducts business and (z) providing the resolutions adopted by each such Credit Party with respect to the actions contemplated in this Agreement (including without limitation with respect to the amendment and restatement of this Agreement, and the obligations of such Credit Party with respect to the increased extensions of credit pursuant hereto), and the foregoing shall be reasonably acceptable to the Agents in their reasonable discretion. (c) On or prior to the Restatement Effective Date, all corporate, limited liability company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative AgentAgents and the Required Banks, and the Administrative Agent Agents shall have received all information and copies of all documents and papers, including records of corporate and limited liability company partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimilestelegrams, if any, which the Administrative any Agent reasonably may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, limited liability company or governmental authorities. (c) On the Initial Borrowing Date, the ownership and capital structure (including, without limitation, the terms of any equity interests, options, warrants or other securities issued by the Borrower or any of its Subsidiaries) shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

Corporate Documents; Proceedings; etc. (a) On the Initial ------------------------------------- Borrowing Date, the Administrative Agent shall have received a certificate from each Credit Party, dated the Initial Borrowing Date, signed by the Chief Executive OfficerChairman of the Board, the Vice Chairman of the Board, the President or any Vice President of each such Credit Party, and attested to by the Secretary or any Assistant Secretary of each such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the certificate of incorporation (or articles of incorporation, certificate of formation, operating agreements equivalent organizational document) and by-laws (or equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Syndication Agent and the Administrative Agent. (b) On the Initial Borrowing Date, all corporate, 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 Credit Documents shall be reasonably satisfactory in form and substance to the Syndication Agent, the Administrative AgentAgent and the Required Lenders, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate and limited liability company proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which either the Syndication Agent or the Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, limited liability company corporate or governmental authorities. (c) On the Initial Borrowing Date, the corporate, ownership and capital structure (including, without limitation, the terms of any equity interestscapital stock, options, warrants or other securities issued by the Borrower Holdings or any of its Subsidiaries) of Holdings and its Subsidiaries shall be in form and substance reasonably satisfactory to the Syndication Agent, the Administrative Agent and the Required Lenders.

Corporate Documents; Proceedings; etc. (a) On the Initial Borrowing Merger Date, the Administrative Agent shall have received a certificate from each Credit Partythe Surviving Entity, dated the Initial Borrowing Merger Date, signed by the Chief Executive Officer, President (or another officer duly authorized by the President or any Vice President the Board of such Credit Party, and attested Directors to by do so) of the Secretary or any Assistant Secretary Surviving Entity on behalf of such Credit Party, the Surviving Entity in the form of Exhibit F Schedule 6 with appropriate insertions, together with certified copies of the certificate Articles of Incorporation (or articles of incorporationequivalent organizational documents), certificate of formation, operating agreements and by-laws (or equivalent organizational documents)document) of the Surviving Entity, as applicableupdated to the Merger Date, copies of the minutes of such Credit Party shareholders meetings and Board of Directors meetings and the resolutions of the relevant corporate body of the Surviving Entity authorizing the Merger and the execution of any Credit Documents to which the Surviving Entity is a party and that is to be executed and delivered on the Merger Date or in connection with the Merger, and such Credit Party referred to Articles of Incorporation and by-laws shall be in such certificateform as is reasonably acceptable to the Agent, and each of the foregoing resolutions shall be in form and substance reasonably acceptable to the Administrative Agent. (b) On the Initial Borrowing Date, all corporate, limited liability company All corporate and legal proceedings and all instruments and agreements in connection with the Merger and the transactions contemplated by this Agreement and the other Credit Documents on the Merger Date shall be reasonably satisfactory in form and substance to the Administrative Agent, and on the Administrative Merger Date the Agent shall have received all information and copies of all documents and papers, including records of corporate and limited liability company proceedings, governmental approvals, good standing certificates and (in the case of any Credit Party located in the United States) a bring-down telegrams telegram or facsimilesfacsimile, 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, limited liability company corporate or governmental authorities. (c) On the Initial Borrowing Date, the ownership and capital structure (including, without limitation, the terms of any equity interests, options, warrants or other securities issued by the Borrower or any of its Subsidiaries) shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

Corporate Documents; Proceedings; etc. (a) On the Initial Borrowing Date, the Administrative Agent shall have received a certificate from each Credit Party, dated the Initial Borrowing Date, signed by the Chief Executive Officer, the 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 F G with appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements and by-laws (or equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative Agent. (b) On the Initial Borrowing Date, all corporate, limited liability company company, partnership and legal proceedings and all instruments and agreements in connection with the Bank Refinancing and the other transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received received, in respect of each Credit Party, all information and copies of all documents and papers, including records of corporate and corporate, limited liability company and partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, 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, limited liability company company, partnership or governmental authorities. (c) On the Initial Borrowing Date, the ownership and capital structure (including, without limitation, the terms of any equity interests, options, warrants or other securities issued by the Borrower or any of its Subsidiaries) of the Borrower and its Subsidiaries shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required LendersAgent.

Corporate Documents; Proceedings; etc. (ai) On the Initial Borrowing Restatement Effective Date, the Administrative Agent shall have received a certificate from each Credit Partycertificate, dated the Initial Borrowing Restatement Effective Date, signed by the Chief Executive Officer, the President or any Vice President an authorized officer of such each 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 or articles of incorporation, certificate of formation, operating agreements incorporation and by-laws (or equivalent organizational documents), as applicable, of such New Credit Party Party, and the resolutions of such New Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative AgentAgents. (bii) On the Initial Borrowing Restatement Effective Date, the Administrative Agent shall have received bring-down certificates of all corporateCredit Parties (other than the New Credit Parties) (x) certifying that there were no changes, limited liability company or providing the text of any changes, to the certificate of incorporation and by-laws of such Credit Parties as delivered pursuant to Section 5.05 of the Original Credit Agreement, (y) to the effect that each such Credit Party is in good standing in its respective state of incorporation and in those states where each such Credit Party conducts business and (z) providing the resolutions adopted by such Credit Party with respect to the actions contemplated in this Agreement (including, without limitation, with respect to the amendment and restatement of this Agreement). (iii) All corporate and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative AgentAgents, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate and limited liability company proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Administrative either Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, limited liability company corporate or governmental authorities. (c) On the Initial Borrowing Date, the ownership and capital structure (including, without limitation, the terms of any equity interests, options, warrants or other securities issued by the Borrower or any of its Subsidiaries) shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

Corporate Documents; Proceedings; etc. (a) On the Initial Borrowing Effective Date, the Administrative Agent shall have received a certificate from each Credit Party, dated the Initial Borrowing Effective Date, signed on behalf of such Credit Party by the Chairman of the Board, the Chief Executive Officer, the 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 F with appropriate insertions, together toge ther with copies of the certificate or articles of incorporation, certificate of formation, operating agreements incorporation (or equivalent organizational document) and by-laws (or equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative Agent. (b) On the Initial Borrowing Date, all corporate, limited liability company All corporate and legal proceedings and all instruments and agreements agree ments 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 AgentAgent and the Required Banks, and the Administrative Agent shall have received all information infor mation and copies of all documents and papers, including records of corporate and limited liability company proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, 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, limited liability company corporate or governmental authorities. (c) On the Initial Borrowing Effective Date, the corporate, ownership and capital structure (including, without limitation, the terms of any equity interestscapital stock, options, warrants or other securities issued by the Borrower or any of its Subsidiaries) of the Borrower and its Subsidiaries shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required LendersBanks.

Corporate Documents; Proceedings; etc. (a) On the Initial Borrowing Restatement -------------------------------------- Effective Date, the Administrative Agent shall have received a certificate from each Credit Partycertificate, dated the Initial Borrowing Restatement Effective Date, signed by the Chief Executive Officerchairman of the board, the President president, any vice president or the treasurer of the Borrower and each Subsidiary of the Borrower which is to become a Credit Party on the Restatement Effective Date (excluding any Vice President such Person which was a Credit Party on the effective date of such Tranche C under the Original Credit PartyAgreement), and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of the respective such Credit PartyPerson, in the form of Exhibit F with appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements incorporation and by-laws (or equivalent organizational documents)of the respective such Person, as applicable, of such Credit Party and the resolutions of the respective such Credit Party Person referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative AgentAgents. (b) On the Initial Borrowing Restatement Effective Date, the Administrative Agent shall have received certificates of all Credit Parties (other than the Credit Parties delivering certificates pursuant to preceding clause (a)) (x) certifying that there were no changes, or providing the text of any changes, to the certificate of incorporation and by-laws of such Credit Parties as delivered pursuant to the Original Credit Agreement, (y) to the effect that each such Credit Party is in good standing in its respective state of incorporation and in those states where each such Credit Party conducts business and (z) providing the resolutions adopted by each such Credit Party with respect to the actions contemplated in this Agreement (including without limitation with respect to the amendment and restatement of this Agreement, and the obligations of such Credit Party with respect to the increased extensions of credit pursuant hereto), and the foregoing shall be reasonably acceptable to the Agents in their reasonable discretion. (c) On or prior to the Restatement Effective Date, all corporate, 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 AgentAgents and the Required Banks, and the Administrative Agent Agents shall have received all information and copies of all documents and papers, including records of corporate and limited liability company partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimilestelegrams, if any, which the Administrative any Agent reasonably may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, limited liability company or governmental authorities. (c) On the Initial Borrowing Date, the ownership and capital structure (including, without limitation, the terms of any equity interests, options, warrants or other securities issued by the Borrower or any of its Subsidiaries) shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

Corporate Documents; Proceedings; etc. (ai) On the Initial Borrowing Date, the Administrative Agent The Joint Lead Arrangers shall have received a certificate from each New Credit Party, dated the Initial Borrowing Restatement Effective Date, signed by the Chairman of the Board, the Chief Executive Officer, the President or any Vice President of such New Credit Party, and attested to by the Secretary or any Assistant Secretary of such New Credit Party, substantially in the form of Exhibit F with appropriate insertionsinsertions and deletions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements incorporation and by-laws (or equivalent organizational documents), as applicable, of such New Credit Party and the resolutions of such New Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably satisfactory to the Joint Lead Arrangers. (ii) On the 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 material changes, or providing the text of any material changes, to the certificate of incorporation, by-laws or equivalent organizational documents of such Credit Party delivered pursuant to Section 5.01(c) of the Existing Credit Agreement, (y) certifying 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, and all of the foregoing shall be reasonably acceptable to the Administrative Agent. (biii) On the Initial Borrowing Restatement Effective Date, all corporate, limited liability company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent Joint Lead Arrangers shall have received all information and copies of all documents and papers, including records of corporate and limited liability company proceedings, necessary governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Administrative Agent Joint Lead Arrangers reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, limited liability company or governmental authorities. (c) On the Initial Borrowing Date, the ownership and capital structure (including, without limitation, the terms of any equity interests, options, warrants or other securities issued by the Borrower or any of its Subsidiaries) shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

Corporate Documents; Proceedings; etc. (a) On the Initial Borrowing Date, the Administrative Agent shall have received a certificate from each Credit Partycertificate, dated the Initial Borrowing Date, signed by the Chief Executive Officer, the President or any Vice President an Authorized Officer of such each Credit Party, and attested to by the Secretary or any Assistant Secretary of such Credit Party, as the case may be, in the form of Exhibit F with appropriate insertions, together with copies of the certificate or articles Certificate of incorporation, certificate of formation, operating agreements Incorporation and byBy-laws Laws (or equivalent organizational documents), as applicable, ) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable satisfactory to the Administrative Agent. (b) On the Initial Borrowing Date, all corporate, limited liability company All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative AgentAgent and the Required Lenders, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate and limited liability company proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Administrative any Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, limited liability company corporate or governmental authorities. (c) On the Initial Borrowing DateDate and after giving effect to the Transaction, the ownership and capital structure (including, without limitation, the terms of any equity interestscapital 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 reasonably satisfactory to the Administrative Agent and the Required Lenders.

Corporate Documents; Proceedings; etc. (a) On the Initial Borrowing Date, the Administrative Agent shall have received a certificate from each Credit Party, dated the Initial Borrowing Date, signed by the Chief Executive Officer, President (President du Conseil d'Administration for a French Credit Party) (or another officer duly authorized by the President or any Vice President the Board of Directors to do so) of such Credit Party, and attested to by the Secretary or any Assistant Secretary Party on behalf of such Credit Party, Party in the form of Exhibit F Schedule 6 with appropriate insertions, together with certified copies of the certificate or articles of incorporation, certificate of formation, operating agreements and by-laws statuts (or equivalent organizational documents), as applicable, extrait k-bis (or equivalent document in the country of the Credit Party) of such Credit Party and its Subsidiaries the shares of which are pledged pursuant to the Security Documents dated within one month of the Initial Borrowing Date, copies of the minutes of such shareholders meetings and Board of Directors meetings and the resolutions of the relevant corporate body of such Credit Party referred authorizing the transactions contemplated under the Credit Documents and the execution of the Credit Documents to in which such certificateCredit Party is a party, and each of such statuts and extrait k-bis shall be in the form provided to the Agent prior to the date hereof or in such other form as is reasonably acceptable to the Agent, and the foregoing resolutions shall be in form and substance reasonably acceptable to the Administrative Agent. (b) On the Initial Borrowing Date, all corporate, 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 Credit Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and on the Administrative Initial Borrowing Date the Agent shall have received all information and copies of all documents and papers, including records of corporate and limited liability company proceedings, governmental approvals, good standing certificates and (in the case of any Credit Party located in the United States) a bring-down telegrams telegram or facsimilesfacsimile, 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, limited liability company corporate or governmental authorities. (c) On the Initial Borrowing Date, the ownership and capital structure (including, without limitation, the terms of any equity interests, options, warrants or other securities issued by the Borrower or any of its Subsidiaries) shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

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

Corporate Documents; Proceedings; etc. (a) On the Initial Borrowing Restatement Effective Date, the Administrative Agent Joint Lead Arrangers shall have received a certificate from each Credit Party, dated the Initial Borrowing Restatement Effective Date, signed by the Chief Executive Officerchairman of the board, the President chief executive officer, the president, the chief financial officer 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, substantially in the form of Exhibit F with appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements incorporation and by-laws (or equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative AgentJoint Lead Arrangers. (b) On the Initial Borrowing Restatement Effective Date, the Joint Lead Arrangers shall have received all corporate, partnership, limited liability company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative AgentJoint Lead Arrangers, and the Administrative Agent Joint Lead Arrangers shall have received all information and copies of all documents and papers, including records of corporate and limited liability company proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Administrative Agent reasonably Joint Lead Arrangers may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, partnership, limited liability company or governmental authorities. (c) On the Initial Borrowing Restatement Effective Date, the ownership Joint Lead Arrangers shall have received a certificate, dated the Restatement Effective Date and capital structure (including, without limitationsigned on behalf of Aleris by the chairman of the board, the terms of any equity interestschief executive officer, optionsthe chief financial officer, warrants or other securities issued by the Borrower president or any vice president of its Subsidiaries) shall be Aleris, certifying on behalf of Aleris that all of the conditions in form Sections 6.04, 6.05, 6.06, 6.07 and substance reasonably satisfactory to the Administrative Agent and the Required Lenders7.01 have been satisfied on such date.

Corporate Documents; Proceedings; etc. (a) On the Initial Borrowing Restatement Effective Date, the Administrative Agent shall have received a certificate from the Parent and each Credit Party, dated the Initial Borrowing Restatement Effective Date, signed by the Chief Executive Officer, the President or any Vice President an Authorized Officer of such Credit Partyentity, and attested to by the Secretary or any Assistant Secretary (or if such entity does not have a Secretary or Assistant Secretary, any other officer or director of such Credit Partyentity) of such entity, substantially in the form of Exhibit F G, with appropriate insertions, together with copies of the certificate Certificate of Incorporation and By-Laws (or articles equivalent organizational documents) of incorporationsuch entity and the resolutions of such entity referred to in such certificate, certificate and the foregoing shall be reasonably acceptable to the Administrative Agent; provided that each of formationthe Borrowers, operating agreements Holdings and byTrico Subsea Holding shall only be required to deliver to the Administrative Agent on the Restatement Effective Date a certificate, dated the Restatement Effective Date, signed by an Authorized Officer of such Credit Party confirming that there have been no changes to the Certificate of Incorporation or By-laws (or equivalent organizational documents)) since the effective date of the Original Shipping Credit Agreement or the Original Subsea Credit Agreement, as applicable, of such Credit Party and the together with resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative Agent. (b) On the Initial Borrowing Restatement Effective Date, all corporate, limited liability company company, partnership and legal proceedings proceedings, and all instruments and agreements in respect of the Parent in connection with the transactions contemplated by this Agreement and the other Credit Documents Documents, shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate and corporate, limited liability company and partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, 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, limited liability company corporate or governmental authorities. (c) On the Initial Borrowing Date, the ownership and capital structure (including, without limitation, the terms of any equity interests, options, warrants or other securities issued by the Borrower or any of its Subsidiaries) shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

Corporate Documents; Proceedings; etc. (a) On the Initial Borrowing Date, the Administrative Agent shall have received a certificate from the Borrower and each Credit PartySubsidiary thereof, dated the Initial Borrowing Date, signed by the Chief Executive OfficerChairman of the Board, the President or President, any Vice President or, in the case of any certificate from any Subsidiary of the Borrower only, the Secretary of each such Credit PartyPerson, and attested to by the Secretary or any Assistant Secretary of such Credit PartyPerson, in the form of Exhibit F G with appropriate insertions, together with copies of the certificate of incorporation (or articles of incorporation, certificate of formation, operating agreements equivalent organizational document) and by-laws (or equivalent organizational documents), as applicable, of such Credit Party Person and the resolutions of such Credit Party Person referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative AgentAgents. (b) On the Initial Borrowing Date, all corporate, 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 Credit Documents shall be reasonably satisfactory in form and substance to the Administrative AgentAgents and the Required Lenders, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate and limited liability company proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Administrative either Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, limited liability company corporate or governmental authorities. (c) On the Initial Borrowing Date, the corporate, ownership and capital structure (including, without limitation, the terms of any equity interestscapital stock, options, warrants or other securities issued by the Borrower or any of its Subsidiaries) of the Borrower and its Subsidiaries shall be in form and substance reasonably satisfactory to the Administrative Agent Agents and the Required Lenders.

Corporate Documents; Proceedings; etc. (a) On the Initial Borrowing Date, the Administrative Agent Joint Lead Arrangers shall have received a certificate from each Credit Party, dated the Initial Borrowing Date, signed by the Chief Executive Officerchairman of the board, the President chief executive officer, the president, the chief financial officer 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, substantially in the form of Exhibit F E with appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements incorporation and by-laws (or equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative AgentJoint Lead Arrangers. (b) On the Initial Borrowing Date, the Joint Lead Arrangers shall have received all corporate, partnership, limited liability company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative AgentJoint Lead Arrangers, and the Administrative Agent Joint Lead Arrangers shall have received all information and copies of all documents and papers, including records of corporate and limited liability company proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Administrative Agent reasonably Joint Lead Arrangers may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, partnership, limited liability company or governmental authorities. (c) On the Initial Borrowing Date, the ownership Joint Lead Arrangers shall have received a certificate, dated the Borrowing Date and capital structure (including, without limitationsigned on behalf of Aleris by the chairman of the board, the terms of any equity interestschief executive officer, optionsthe chief financial officer, warrants or other securities issued by the Borrower president or any vice president of its Subsidiaries) shall be Aleris, certifying on behalf of Aleris that all of the conditions in form Sections 5.04, 5.05, 5.06, 5.07, 5.08 and substance reasonably satisfactory to the Administrative Agent and the Required Lenders6.01 have been satisfied on such date.

Corporate Documents; Proceedings; etc. (a) On the Initial Borrowing Date, the Administrative Agent Joint Lead Arrangers shall have received a certificate an Officers’ Certificate from each Credit Party, dated the Initial Borrowing Date, signed by the Chief Executive Officer, the President or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of such Credit Party, substantially in the form of Exhibit F E with appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements incorporation and by-laws (or equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative AgentJoint Lead Arrangers. (b) On the Initial Borrowing Date, the Joint Lead Arrangers shall have received all corporate, partnership, limited liability company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative AgentJoint Lead Arrangers, and the Administrative Agent Joint Lead Arrangers shall have received all information and copies of all documents and papers, including records of corporate and limited liability company proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Administrative Agent reasonably Joint Lead Arrangers may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, partnership, limited liability company or governmental authorities. (c) On the Initial Borrowing Date, the ownership Joint Lead Arrangers shall have received a certificate, dated the Borrowing Date and capital structure (including, without limitationsigned on behalf of Aleris by the chairman of the board, the terms of any equity interestschief executive officer, optionsthe chief financial officer, warrants or other securities issued by the Borrower president or any vice president of its Subsidiaries) shall be Aleris, certifying on behalf of Aleris that all of the conditions in form Sections 5.04, 5.05, 5.06, 5.07, 5.08 and substance reasonably satisfactory to the Administrative Agent and the Required Lenders5.13 have been satisfied on such date.

Corporate Documents; Proceedings; etc. (a) On the Initial Borrowing Restatement Effective Date, the Administrative Agent shall have received a certificate from each Credit Partycertificate, dated the Initial Borrowing Restatement Effective Date, signed by the Chief President, any Executive Officer, the Vice President or any Vice President of such Credit Party, Thomasville and each Subsidiary of Thomasville that is a Subsidiary Guarantor and attested to by the Secretary or any Assistant Secretary of Thomasville or the respective such Credit PartySubsidiary, in the form of Exhibit F with appropriate insertions, together with copies of the certificate Certificate of Incorporation and By-Laws of Thomasville or articles of incorporation, certificate of formation, operating agreements and by-laws (or equivalent organizational documents), as applicable, of the respective such Credit Party Subsidiary and the resolutions of Thomasville or the respective such Credit Party Subsidiary referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative AgentAgent in its reasonable discretion. (b) On the Initial Borrowing Restatement Effective Date, the Administrative Agent shall have received bring-down certificates of all corporateCredit Parties (other than Thomasville and its Subsidiaries) (x) certifying that there were no changes, limited liability company or providing the text of any changes, to the Certificate of Incorporation and By-Laws of such Credit Parties as delivered pursuant to Section 5.04 of the Original Credit Agreement and (y) to the effect that each such Credit Party is in good standing in its respective state of incorporation and in those states where each such Credit Party conducts business. (c) All corporate and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, Agent and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate and limited liability company proceedings, governmental approvalsappro- vals, good standing certificates and bring-down telegrams or facsimilestelegrams, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate appro- priate to be certified by proper corporate, limited liability company corporate or governmental authorities. (c) On the Initial Borrowing Date, the ownership and capital structure (including, without limitation, the terms of any equity interests, options, warrants or other securities issued by the Borrower or any of its Subsidiaries) shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

Corporate Documents; Proceedings; etc. (a) On the Initial Borrowing Date, the Administrative Agent Joint Lead Arrangers shall have received a certificate from each Credit Party, dated the Initial Borrowing Date, signed by the Chief Executive Officerchairman of the board, the President chief executive officer, the president, the chief financial officer 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, substantially in the form of Exhibit F with appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements incorporation and by-laws (or equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative AgentJoint Lead Arrangers. (b) On the Initial Borrowing Date, the Joint Lead Arrangers shall have received all corporate, partnership, limited liability company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative AgentJoint Lead Arrangers, and the Administrative Agent Joint Lead Arrangers shall have received all information and copies of all documents and papers, including records of corporate and limited liability company proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Administrative Agent reasonably Joint Lead Arrangers may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, partnership, limited liability company or governmental authorities. (c) On the Initial Borrowing Date, the ownership Joint Lead Arrangers shall have received a certificate, dated the Initial Borrowing Date and capital structure (including, without limitationsigned on behalf of Aleris by the chairman of the board, the terms of any equity interestschief executive officer, optionsthe chief financial officer, warrants or other securities issued by the Borrower president or any vice president of its Subsidiaries) shall be Aleris, certifying on behalf of Aleris that all of the conditions in form Sections 6.04, 6.05, 6.06, 6.07, 6.08 and substance reasonably satisfactory to the Administrative Agent and the Required Lenders7.01 have been satisfied on such date.

Corporate Documents; Proceedings; etc. (a) On the Initial Borrowing Date, the Administrative Agent shall have received a certificate from each Credit Party, dated the Initial Borrowing Date, signed by the Chief Executive Officer, the President or any Vice President of such Credit Party, and attested to by the a Secretary or any Assistant Secretary of such the Credit PartyParty (or of a Managing Entity thereof), in the form of Exhibit F with appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements incorporation and by-laws or partnership agreement (or equivalent organizational documents), as applicable, of such Credit Party Party, any Managing Entity of such Persons (which certificate of incorporation or articles of incorporation shall be certified by the office of the Secretary of State of the state of incorporation), and the resolutions and other corporate or organizational proceedings of such the Credit Party and such Managing Entity referred to in such certificatecertificate relating to the authorization, execution and delivery of the Credit Documents, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative Agent. (b) On the Initial Borrowing Date, all corporate, limited liability company corporate and other legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents Documents, including in respect of the conversion of American Seafoods Holdings, LLC to a Delaware limited partnership, shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate and limited liability company proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, 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, limited liability company company, partnership or governmental authoritiesGovernmental Authorities. (c) On Except for the Initial Borrowing DateTransaction, no Credit Party shall have changed its jurisdiction of organization or incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the ownership and capital structure (including, without limitation, the terms liabilities of any equity interests, options, warrants or other securities issued by Person at any time following the Borrower or any date of its Subsidiaries) shall be the most recent financial statements referred to in form and substance reasonably satisfactory to the Administrative Agent and the Required LendersSection 7.05.

Corporate Documents; Proceedings; etc. (a) On the Initial Borrowing Restatement Effective Date, the Administrative Agent Joint Lead Arrangers shall have received a certificate from each Credit Party, dated the Initial Borrowing Restatement Effective Date, signed by the Chief Executive Officerchairman of the board, the President chief executive officer, the president, the chief financial officer 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, substantially in the form of Exhibit F E with appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements incorporation and by-laws (or equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative AgentJoint Lead Arrangers. (b) On the Initial Borrowing Restatement Effective Date, the Joint Lead Arrangers shall have received all corporate, partnership, limited liability company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative AgentJoint Lead Arrangers, and the Administrative Agent Joint Lead Arrangers shall have received all information and copies of all documents and papers, including records of corporate and limited liability company proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Administrative Agent reasonably Joint Lead Arrangers may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, partnership, limited liability company or governmental authorities. (c) On the Initial Borrowing Restatement Effective Date, the ownership Joint Lead Arrangers shall have received a certificate, dated the Restatement Effective Date and capital structure (including, without limitationsigned on behalf of Aleris by the chairman of the board, the terms of any equity interestschief executive officer, optionsthe chief financial officer, warrants or other securities issued by the Borrower president or any vice president of its Subsidiaries) shall be Aleris, certifying on behalf of Aleris that all of the conditions in form Sections 5.04, 5.05, 5.06, 5.07 and substance reasonably satisfactory to the Administrative Agent and the Required Lenders5.14 have been satisfied on such date.

Corporate Documents; Proceedings; etc. (a) On the Initial Borrowing Restatement Effective Date, the Administrative Agent shall have received a certificate from each Credit Partycertificate, dated the Initial Borrowing Restatement Effective Date, signed by an Authorized Officer of Holdings, each Borrower and each Subsidiary of Adience which is to become a Credit Party on the Chief Executive OfficerRestatement Effective Date (excluding any such Subsidiary which was a Credit Party in the Original Effective Date), and attested to by the Secretary or any Assistant Secretary of such Person, in the form of Exhibit F with appropriate insertions, together with copies of the certificate of incorporation (or equivalent organizational document) and by-laws of such Person (or, in the case of Holdings and each Borrower, the President text of any changes to such certificate of incorporation or any Vice President by-laws) and the resolutions of such Person referred to in such certificate, and the foregoing shall be reasonably acceptable to the Administrative Agent. (b) On the Restatement Effective Date, the Administrative Agent shall have received certificates of all Credit Parties (other than the Credit Parties delivering certificates pursuant to preceding clause (a)) signed by an Authorized Officer of such Credit Party, and attested to by the Secretary or any Assistant Secretary of such Credit Party, in (x) certifying that there were no changes, or providing the form text of Exhibit F with appropriate insertionsany changes, together with copies of to the certificate or articles of incorporation, certificate of formation, operating agreements incorporation and by-laws of such Credit Parties as delivered pursuant to Section 5.03 of the Original Credit Agreement, (or equivalent organizational documents)y) to the effect that each such Credit Party is in good standing in its respective state of incorporation and in those states where each such Credit Party conducts business and (z) providing the resolutions adopted by each such Credit Party with respect to the Acquisition and the amendment and restatement of this Agreement, as applicable, and the obligations of such Credit Party and with respect to the resolutions increased extensions of such Credit Party referred to in such certificatecredit pursuant hereto), and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative AgentAgent in its reasonable discretion. (bc) On the Initial Borrowing Date, all corporate, 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 Credit Documents shall be reasonably satisfactory in form and substance to the Administrative AgentAgent and the Required Banks, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate and limited liability company proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, 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, limited liability company corporate or governmental authorities. (c) On the Initial Borrowing Date, the ownership and capital structure (including, without limitation, the terms of any equity interests, options, warrants or other securities issued by the Borrower or any of its Subsidiaries) shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

Corporate Documents; Proceedings; etc. (a) On the Initial Borrowing Date, the Administrative Agent shall have received a certificate from each Credit Partycertificate, dated the Initial Borrowing Date, signed by the Chairman of the Board, the Chief Executive Financial Officer, the President or any Vice President of such each Credit Party, and attested to by the Secretary or any Assistant Secretary of such Credit Party, as the case may be, in the form of Exhibit F with appropriate insertions, together with copies of the certificate or articles Certificate of incorporation, certificate of formation, operating agreements Incorporation and byBy-laws Laws (or equivalent organizational documents), as applicable, ) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable satisfactory to the Administrative AgentAgents. (b) On the Initial Borrowing Date, all corporate, limited liability company All corporate and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative AgentAgents and the Required Lenders, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate and limited liability company proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Administrative any Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, limited liability company corporate or governmental authorities. (c) On the Initial Borrowing DateDate and after giving effect to the Transaction, the ownership and capital structure (including, without limitation, the terms of any equity interestscapital stock, options, warrants or other securities issued by the Borrower or any of its Subsidiaries) ), and management of PCA and its Subsidiaries shall be in form and substance reasonably satisfactory to the Administrative Agent Agents and the Required Lenders.

Corporate Documents; Proceedings; etc. (a) On the Initial Borrowing Fourth Restatement Effective Date, the Administrative Agent shall have received a certificate from each Credit Partycertificate, dated the Initial Borrowing Fourth Restatement Effective Date, signed by an Authorized Representative of the Chief Executive Officer, Borrowers and each Subsidiary of the President or Borrowers which is to become a Credit Party on the Fourth Restatement Effective Date (excluding any Vice President of such Person which was a Credit PartyParty on the Third Restatement Effective Date), and attested to by the Secretary or any Assistant Secretary another Authorized Representative of such Credit Partyrespective Person, in the form of Exhibit F with appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements incorporation and by-laws (or equivalent organizational documents), as applicable, of such Credit Party respective Person, and the resolutions of such Credit Party respective Person referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative AgentAgents. (b) On the Initial Borrowing Fourth Restatement Effective Date, the Administrative Agent shall have received bring-down certificates of all corporateCredit Parties (x) certifying that there were no changes, limited liability company or providing the text of any changes, to the Certificate of Incorporation and By-Laws of such Credit Parties as delivered pursuant to Section 5.04 of the Original Credit Agreement, Section 5.04 of the First Restated Credit Agreement, Section 5.04 of the Second Restated Credit Agreement or Section 5.04 of the Existing Credit Agreement, as the case may be, (y) to the effect that each such Credit Party is in good standing in its respective state of incorporation and in those states where each such Credit Party conducts business and (z) providing the resolutions adopted by each such Credit Party with respect to the actions contemplated in this Agreement (including without limitation with respect to the amendment and restatement of this Agreement, and the obligations of such Credit Party with respect to the increased extensions of credit pursuant hereto) and the foregoing shall be reasonably acceptable to the Agents in their reasonable discretion. (c) All corporate and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, Agent and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate and limited liability company proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimilestelegrams, 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, limited liability company corporate or governmental authorities. (c) On the Initial Borrowing Date, the ownership and capital structure (including, without limitation, the terms of any equity interests, options, warrants or other securities issued by the Borrower or any of its Subsidiaries) shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.