Common use of Subsidiary Documents Clause in Contracts

Subsidiary Documents. 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, 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 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), 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 the Effective Date; (ii) Copies of the Bylaws of each such domestic corporate Wholly Owned Subsidiary of Company, certified as of the Effective Date by its corporate 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 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); (iii) 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; (iv) 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, 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; (viii) Executed originals (to the extent not previously executed and delivered to Lenders) of the Subsidiary Guaranty, the Security Agreement, the Pledge Agreement and the other Loan Documents to which any corporate or partnership Subsidiary of Company is a party; and (ix) Such other documents as 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 followingfollowing 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 Effective Closing Date: (ia) Certified copies of the Certificate or Articles 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 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)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 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)business, each dated a recent date prior to the Effective Date; (iib) Copies of the Bylaws of each such domestic corporate Wholly Owned Subsidiary of CompanySubsidiary, 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 delivered on the Closing Date pursuant to subsection 4.1 of the Existing Credit Agreement are being in full force and effect without modification or amendment); (iiic) 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; (iv) 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; (viid) Signature and incumbency certificates of its officers, partners or other Persons officers 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; (viiie) Executed originals (to the extent not previously executed and delivered to Lenders) of the Subsidiary Guaranty, the Security Pledge Agreement, the Pledge Security Agreement and the other Loan Documents to which any corporate or partnership such Subsidiary of Company is a party; and (ixf) Such other documents as Agents Administrative Agent may reasonably request.

Subsidiary Documents. On or before the Effective Restatement Date, the Company shall deliver or cause to be delivered to Lenders (or to Chase Co- the Administrative Agent for and the Requisite Lenders with sufficient originally executed copies, where appropriate, the following for each Lender and its counselSubsidiary that is a Loan Party (which may be waived by the Requisite Lenders for any Subsidiary with respect to the items described in clause (i) the followingbelow), each, unless otherwise noted, dated the Effective Restatement Date: (i) Certified 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 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)Organizational Certificate, together with a good standing certificate from the secretary of state applicable Governmental Authority of its jurisdiction of incorporation 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 (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)business, each dated a recent date prior to the Effective Restatement Date; (ii) Copies copies of the Bylaws of each such domestic corporate Wholly Owned Subsidiary of Companyits Organizational Documents, certified as of the Effective Restatement 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 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)secretary; (iii) Resolutions copies of the Board of Directors of each such domestic corporate Wholly Owned Subsidiary of Company its Organizational Authorizations 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 Guarantee Agreement (as applicable) and the other Loan Transaction Documents and Related Agreements to which such Subsidiary it is partyparty 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; (iv) Conformed copies incumbency certificates of its officers executing the partnership agreement of each domestic Subsidiary of Company that Guarantee Agreement and the other Transaction Documents to which it is a partnership, certified by each general partner of such partnership Subsidiary party 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)Restatement Date; (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 executed originals 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 standingGuarantee Agreement, 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, 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 it is partya party that are to be delivered on the Restatement Date; (viiivi) Executed originals (to the extent not previously executed and delivered to Lenders) certified copies of each of the Subsidiary Guaranty, the Security Agreement, the Pledge Agreement and the other Loan Transaction Documents to which any corporate or partnership Subsidiary of Company it is a partyparty that are to be delivered on the Restatement Date; and (ixvii) Such such other documents as Agents the Administrative Agent may reasonably request.

Subsidiary Documents. On or before the Restatement Effective Date, Company ChipPAC shall deliver or cause to be delivered to Lenders (or to Chase Co- the Administrative Agent for the Lenders with sufficient originally executed copies, where appropriate, the following for each Lender and of its counselSubsidiaries other than Company, including the Malaysian Subsidiary (which may be waived by the Agents for any Subsidiaries of ChipPAC with respect to the items described in clause (i) the followingbelow), each, unless otherwise noted, dated the Restatement 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 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)Organizational Certificate, together with a good standing certificate (to the extent such a certificate is applicable and available in the relevant jurisdiction) from the secretary of state applicable Governmental Authority of its jurisdiction of incorporation incorporation, organization or formation and each other state jurisdiction in which it is qualified as a foreign corporation or other entity to do business (except any such other state or states in which failure to be so qualified could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect), each dated a recent date prior to the Restatement Effective Date; (ii) Copies of the Bylaws Organizational Documents of each such domestic corporate Wholly Owned Subsidiary of CompanySubsidiary, certified as of the Restatement 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 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)secretary; (iii) Resolutions Copies of the Board Organizational Authorizations of Directors of each such domestic corporate Wholly Owned Subsidiary of Company approving and authorizing the execution, delivery and performance of all the Subsidiary Guaranty, Loan Documents to be executed on the Security Agreement, the Pledge Agreement, the Trademark Security Agreement, the Limited Partnership Security Agreement (as applicable) Restatement Effective Date and the other Loan Purchase Transactions Documents and Related Agreements 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; (iv) 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 Incumbency certificates of its officers, partners or other Persons officers 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 partywill become a party on the Restatement Closing Date; (viiiv) Executed originals (to of all the extent not previously executed and delivered to Lenders) of the Subsidiary Guaranty, the Security Agreement, the Pledge Agreement and the other Loan Documents to be executed on the Restatement Effective Date to which any corporate or partnership such Subsidiary of Company is a party; and (ixvi) Such other documents as Agents the Administrative Agent may reasonably request.. 100

Subsidiary Documents. 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 followingfollowing for such Subsidiary (other than Union and its Subsidiaries) as specified, 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 on the Closing Date pursuant to subsection 4.1 of the Existing Credit Agreement 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 the Effective Date; (ii) Copies of the Bylaws of each such domestic corporate Wholly Owned Subsidiary of Company, certified as of the Effective Date by its corporate 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 on the Closing Date pursuant to subsection 4.1 of the Existing Credit Agreement Lenders are in full force and effect without modification or amendment); (iii) 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 partyparty 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; (iv) 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 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 4.1 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, 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 of each Subsidiary of Company that is a partnership 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, 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; (viii) Executed originals (to the extent not previously executed and delivered to Lenders) of the Subsidiary Guaranty, the Security Agreement, the Pledge Agreement and the other Loan Documents to which any corporate or partnership Subsidiary of Company is a party; and (ix) Such other documents as Agents may reasonably request.

Subsidiary Documents. On or before the Effective Closing Date, Company ChipPAC shall deliver or cause to be delivered to Lenders (or to Chase Co- the Administrative Agent for the Lenders with sufficient originally executed copies, where appropriate, the following for each Lender and of its counselSubsidiaries other than Company (which may be waived by the Agents for any Subsidiaries of ChipPAC with respect to the items described in clause (i) below) after giving effect to the followingRecapitalization Transactions, each, unless otherwise noted, dated the Effective Closing 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 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)Organizational Certificate, together with a good standing certificate (to the extent such a certificate is applicable and available in the relevant jurisdiction) from the secretary of state applicable Governmental Authority of its jurisdiction of incorporation incorporation, organization or formation and each other state jurisdiction in which it is qualified as a foreign corporation or other entity to do business (except any such other state or states in which failure to be so qualified could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect), each dated a recent date prior to the Effective Closing Date; (ii) Copies of the Bylaws Organizational Documents of each such domestic corporate Wholly Owned Subsidiary of CompanySubsidiary, certified as of the Effective Closing 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 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)secretary; (iii) Resolutions Copies of the Board Organizational Authorizations 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 the Transaction Documents 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; (iv) Conformed copies Incumbency certificates of its officers executing 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 partnershipGuaranty, 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, 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; (viiiv) Executed originals (to the extent not previously executed and delivered to Lenders) of the Subsidiary Guaranty, the Security Agreement, the Pledge Agreement Guaranty and the other Loan Documents to which any corporate or partnership such Subsidiary of Company is a party; and (ixvi) Such other documents as Agents the Administrative Agent may reasonably request.

Subsidiary Documents. On or before the Effective Date, Company shall deliver or cause to be delivered to Lenders (or to Chase Co- Co-Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the followingfollowing for such Subsidiary (other than Union and its Subsidiaries) as specified, 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 on the Closing Date pursuant to subsection 4.1 of the Existing Credit Agreement 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 the Effective Date; (ii) Copies of the Bylaws of each such domestic corporate Wholly Owned Subsidiary of Company, certified as of the Effective Date by its corporate 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 on the Closing Date pursuant to subsection 4.1 of the Existing Credit Agreement Lenders are in full force and effect without modification or amendment); (iii) 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 partyparty 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; (iv) 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 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 4.1 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, 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 of each Subsidiary of Company that is a partnership 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, 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; (viii) Executed originals (to the extent not previously executed and delivered to Lenders) of the Subsidiary Guaranty, the Security Agreement, the Pledge Agreement and the other Loan Documents to which any corporate or partnership Subsidiary of Company is a party; and (ix) Such other documents as Agents may reasonably request.

Subsidiary Documents. On or before the Effective Closing Date, Company shall deliver or cause to be delivered to Lenders (or to Chase Co- Co-Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the Effective Closing 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 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)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 the Effective Closing Date; (ii) Copies of the Bylaws of each such domestic corporate Wholly Owned Subsidiary of Company, certified as of the Effective Closing 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 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)secretary; (iii) 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 Closing Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) 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 Closing 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 Closing Date; (vi) All documents executed by the appropriate partners approving or authorizing 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 the general partner of such partnership Subsidiary or other Loan Party; (vii) Signature and incumbency certificates of its 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; (viii) Executed originals (to the extent not previously executed and delivered to Lenders) of the Subsidiary Guaranty, the Security Agreement, the Pledge Agreement and the other Loan Documents to which any corporate or partnership Subsidiary of Company is a party; and (ix) Such other documents as Agents may reasonably request.