Common use of Certificate of Authorized Officer Clause in Contracts

Certificate of Authorized Officer. The undersigned hereby certifies to Agent and each Lender that (1) each Loan Party has previously delivered to Agent a true, correct and complete copy of such Loan Party’s organizational documents (collectively, the “Delivered Organization Documents”), (2) since such delivery, there has been no change in the Delivered Organization Documents except for those changes attached hereto, and, except as disclosed on an attachment, no such document has been repealed, revoked, rescinded or amended in any respect, and each remains in full force and effect, (3) each Loan Party remains in good standing in the jurisdiction of its organization, (4) except for those resolutions attached hereto (which were duly adopted by the parties named therein), the resolutions (the “Delivered Resolutions”) previously delivered to Agent by the Loan Parties authorize the execution, delivery and performance of the foregoing Amendment by the Loan Parties, (5) the Delivered Resolutions authorize Person(s) holding the office(s) indicated above or, if none, the office(s) held by the Person(s) executing the foregoing (the “Authorized Executing Office”) to execute the foregoing Amendment on behalf of the applicable Loan Parties, (6) the Person executing the foregoing Amendment on behalf of each Loan Party has been duly elected and now holds the Authorized Executing Office set forth below his(her) name, and the signature set forth above is his(her) true signature, (7) the undersigned is authorized to deliver this Certificate on behalf of each Loan Party, and (8) Agent and each Lender may conclusively rely on this Certificate unless and until superseding documents shall be delivered to Agent. M/I HOMES, INC., as the Borrower and the parent of each Guarantor By: ___________________________________________

Certificate of Authorized Officer. The undersigned hereby certifies to the Agent and each Lender that (1) each of the Loan Party Parties has previously delivered to the Agent a true, correct and complete copy of such Loan Party’s organizational documents its Organization Documents (collectively, the “Delivered Organization Documents”), (2) since such delivery, there has been no change in the Delivered Organization Documents except for those changes attached heretoattached, and, except as disclosed on an attachment, and no such document has been repealed, revoked, rescinded or amended in any respect, and each remains in full force and effect, (3) each of the Loan Party Parties remains in good standing in the jurisdiction of its organization, (4) except for those resolutions attached hereto (which were duly adopted by the parties named therein), the resolutions (the “Delivered Resolutions”) previously delivered to the Agent by the Loan Parties authorize the execution, delivery and performance of the foregoing Amendment by the Loan PartiesAmendment, (5) the Delivered Resolutions authorize the Person(s) holding the office(s) indicated above or, if none, the office(s) held by the Person(s) executing the foregoing (the “Authorized Executing Office”) to execute the foregoing Amendment on behalf of the applicable respective Loan Parties, (6) the each Person executing the foregoing Amendment on behalf of each a Loan Party has been duly elected and now holds the Authorized Executing Office set forth below his(her) name, and the signature set forth above is his(her) true signature, (7) the undersigned is authorized to deliver this Certificate on behalf of each of the Loan PartyParties, and (8) the Agent and each Lender may conclusively rely on this Certificate unless and until superseding documents shall be delivered to the Agent. MType/I HOMES, INC., as the Borrower and the parent Print Name: Certificate of each Guarantor ByAuthorized Officer EXHIBIT D FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: _____________________________________ To: Bank of the West, as Agent Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of June 17, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among AMVAC Chemical Corporation, a California corporation (the “Company”), the Designated Borrowers from time to time party thereto, the other Loan Parties and Lenders from time to time party thereto, and Bank of the West, as Agent, L/C Issuer and Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the _________________________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to Agent on the behalf of the Company, and that: [Use following paragraph 1 for fiscal year-end financial statements]

Certificate of Authorized Officer. The undersigned hereby certifies to the Agent and each Lender that (1) each of the Loan Party Parties has previously delivered to the Agent a true, correct and complete copy of such Loan Party’s organizational documents its Organization Documents (collectively, the “Delivered Organization Documents”), (2) since such delivery, there has been no change in the Delivered Organization Documents except for those changes attached heretoattached, and, except as disclosed on an attachment, and no such document has been repealed, revoked, rescinded or amended in any respect, and each remains in full force and effect, (3) each of the Loan Party Parties remains in good standing in the jurisdiction of its organization, (4) except for those resolutions attached hereto (which were duly adopted by the parties named therein), the resolutions (the “Delivered Resolutions”) previously delivered to the Agent by the Loan Parties authorize the execution, delivery and performance of the foregoing Amendment by the Loan PartiesAmendment, (5) the Delivered Resolutions authorize the Person(s) holding the office(s) indicated above or, if none, the office(s) held by the Person(s) executing the foregoing (the “Authorized Executing Office”) to execute the foregoing Amendment on behalf of the applicable respective Loan Parties, (6) the each Person executing the foregoing Amendment on behalf of each a Loan Party has been duly elected and now holds the Authorized Executing Office set forth below his(her) name, and the signature set forth above is his(her) true signature, (7) the undersigned is authorized to deliver this Certificate on behalf of each of the Loan PartyParties, and (8) the Agent and each Lender may conclusively rely on this Certificate unless and until superseding documents shall be delivered to the Agent. M/s/ Xxxxxxx X. Xxxxxxxx Type/I HOMESPrint Name: Xxxxxxx X. Xxxxxxxx CAO, INC.General Counsel and Secretary Certificate of Authorized Officer Schedule 2.01 (Commitments) LENDER REVOLVING COMMITMENT APPLICABLE PERCENTAGE Bank of the West $ 60,000,000.00 24.000000000 % BMO Xxxxxx Bank, N.A. $ 53,000,000.00 21.200000000 % Xxxxx Fargo Bank, N.A. $ 53,000,000.00 21.200000000 % AgStar Financial Services, PCA $ 47,000,000.00 18.800000000 % GreenStone Farm Credit Services, ACA $ 27,000,000.00 10.800000000 % Umpqua Bank $ 10,000,000.00 4.000000000 % TOTAL $ 250,000,000.00 100.000000000 % Schedule 2.01 EXHIBIT D FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: To: Bank of the West, as Agent Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of June 17, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Borrower “Agreement”; the terms defined therein being used herein as therein defined), among AMVAC Chemical Corporation, a California corporation (the “Company”), the Designated Borrowers from time to time party thereto, the other Loan Parties and Lenders from time to time party thereto, and Bank of the parent West, as Agent, L/C Issuer and Swing Line Lender. The undersigned Responsible Officer hereby certifies as of each Guarantor Bythe date hereof that he/she is the of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to Agent on the behalf of the Company, and that: ___________________________________________[Use following paragraph 1 for fiscal year-end financial statements]

Certificate of Authorized Officer. The undersigned hereby certifies to Agent and each Lender that (1) each Loan Party has previously delivered to Agent a true, correct and complete copy of such Loan Party’s 's organizational documents (collectively, the “"Delivered Organization Documents”"), (2) since such delivery, there has been no change in the Delivered Organization Documents except for those changes attached hereto, and, except as disclosed on an attachment, no such document has been repealed, revoked, rescinded or amended in any respect, and each remains in full force and effect, (3) each Loan Party remains in good standing in the jurisdiction of its organization, (4) except for those resolutions attached hereto (which were duly adopted by the parties named therein), the resolutions (the “"Delivered Resolutions”") previously delivered to Agent by the Loan Parties authorize the execution, delivery and performance of the foregoing Amendment by the Loan Parties, (5) the Delivered Resolutions authorize Person(s) holding the office(s) indicated above or, if none, the office(s) held by the Person(s) executing the foregoing (the “"Authorized Executing Office”") to execute the foregoing Amendment on behalf of the applicable Loan Parties, (6) the Person executing the foregoing Amendment on behalf of each Loan Party has been duly elected and now holds the Authorized Executing Office set forth below his(her) name, and the signature set forth above is his(her) true signature, (7) the undersigned is authorized to deliver this Certificate on behalf of each Loan Party, and (8) the Administrative Agent and each Lender may conclusively rely on this Certificate unless and until superseding documents shall be delivered to Agent. M/I HOMESExecuted this 26th day of September, INC.2008. MENTOR CORPORATION, as the Borrower and the parent of each Guarantor a Minnesota corporation By: ___________________________________________/s/Xxxxxxx X'Xxxxx Xxxxxxx X'Xxxxx Vice President and Chief Financial Officer

Certificate of Authorized Officer. The undersigned undersigned, an Authorized Officer of Mentor Corporation, a Minnesota corporation (the "Borrower"), hereby certifies to the other parties to the Credit Agreement dated as of May 25, 2005 (as amended, supplemented or otherwise modified prior to the date hereof, the "Credit Agreement") among the Borrower, Bank of the West, a California banking corporation, as Administrative Agent and each Lender that (1) each Loan Party has previously delivered the Lenders from time to Agent a truetime party thereto that, correct and complete copy as of such Loan Party’s organizational documents (collectively, the “Delivered Organization Documents”)date hereof, (2a) since such delivery, there no event has been no change occurred that could result in the Delivered Organization Documents except for those changes attached hereto, and, except as disclosed on an attachment, no such document has been repealed, revoked, rescinded or amended in any respect, and each remains in full force and effect, (3) each Loan Party remains in good standing in the jurisdiction of its organization, (4) except for those resolutions attached hereto (which were duly adopted by the parties named therein), the resolutions (the “Delivered Resolutions”) previously delivered to Agent by the Loan Parties authorize the execution, delivery and performance of the foregoing Amendment by the Loan Parties, (5) the Delivered Resolutions authorize Person(s) holding the office(s) indicated above or, if none, the office(s) held by the Person(s) executing the foregoing (the “Authorized Executing Office”) to execute the foregoing Amendment on behalf of the applicable Loan Parties, (6) the Person executing the foregoing Amendment on behalf of each Loan Party has been duly elected and now holds the Authorized Executing Office set forth below his(her) name, and the signature set forth above is his(her) true signature, (7) the undersigned is authorized to deliver this Certificate on behalf of each Loan Partya Material Adverse Effect, and (8) Agent and each Lender may conclusively rely on b) no event has occurred that would be a Potential Default or Event of Default under the Credit Agreement. Terms used in this Certificate unless and until superseding documents shall be delivered to Agentare used as defined in the Credit Agreement. M/I HOMESExecuted this 26th day of September, INC.2008. MENTOR CORPORATION, as the Borrower and the parent of each Guarantor a Minnesota corporation By: /s/Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Vice President General Counsel and Secretary Exhibit A Form of Parent Guaranty GUARANTY This Guaranty (this "Guaranty") is made as of ___________________________________________, 2008, by and among the undersigned (the "Guarantor"), in favor of BANK OF THE WEST, a California banking corporation, as Administrative Agent (the "Administrative Agent"), and the Guaranteed Parties, as such term and other capitalized terms used, but not otherwise defined in this Guaranty, are defined in the Credit Agreement dated as of May 25, 2005 (as the same may be modified, amended and restated from time to time, herein called the "Credit Agreement") among MENTOR CORPORATION, a Minnesota corporation (the "Borrower"), the Administrative Agent, UNION BANK OF CALIFORNIA, N.A. as Syndication Agent, XXXXX FARGO BANK, N.A., as Documentation Agent and the Lenders party thereto (the "Lenders"). Pursuant to the Credit Agreement, the Lenders have agreed to extend credit to the Borrower on the terms and subject to the conditions contained therein, including the condition that the Guarantor execute and deliver this Guaranty for the benefit of the Guaranteed Parties, and the Guarantor has determined that it will derive direct and indirect economic benefits pursuant to the terms of the Credit Agreement.

Certificate of Authorized Officer. The undersigned hereby certifies to the Agent and each Lender that (1) each of the Loan Party Parties has previously delivered to the Agent a true, correct and complete copy of such Loan Party’s organizational documents its Organization Documents (collectively, the “"Delivered Organization Documents”"), (2) since such delivery, there has been no change in the Delivered Organization Documents except for those changes attached heretoattached, and, except as disclosed on an attachment, and no such document has been repealed, revoked, rescinded or amended in any respect, and each remains in full force and effect, (3) each of the Loan Party Parties remains in good standing in the jurisdiction of its organization, (4) except for those resolutions attached hereto (which were duly adopted by the parties named therein), the resolutions (the “"Delivered Resolutions”") previously delivered to the Agent by the Loan Parties authorize the execution, delivery and performance of the foregoing Amendment by the Loan PartiesAmendment, (5) the Delivered Resolutions authorize the Person(s) holding the office(s) indicated above or, if none, the office(s) held by the Person(s) executing the foregoing (the “"Authorized Executing Office”") to execute the foregoing Amendment on behalf of the applicable respective Loan Parties, (6) the each Person executing the foregoing Amendment on behalf of each a Loan Party has been duly elected and now holds the Authorized Executing Office set forth below his(her) name, and the signature set forth above is his(her) true signature, (7) the undersigned is authorized to deliver this Certificate on behalf of each of the Loan PartyParties, and (8) the Agent and each Lender may conclusively rely on this Certificate unless and until superseding documents shall be delivered to the Agent. MType/I HOMES, INC., as the Borrower and the parent Print Name: Xxx X. Xxxxxxxx Certificate of each Guarantor ByAuthorized Officer 1187805/LA -1- EXHIBIT D FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: _____________________________________ To: Bank of the West, as Agent Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of June 17, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement"; the terms defined therein being used herein as therein defined), among AMVAC Chemical Corporation, a California corporation (the "Company"), the Designated Borrowers from time to time party thereto, the other Loan Parties and Lenders from time to time party thereto, and Bank of the West, as Agent, L/C Issuer and Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the _________________________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to Agent on the behalf of the Company, and that: [Use following paragraph 1 for fiscal year-end financial statements]

Certificate of Authorized Officer. The undersigned hereby certifies to the Agent and each Lender that (1) each of the Loan Party Parties has previously delivered to the Agent a true, correct and complete copy of such Loan Party’s organizational documents its Organization Documents (collectively, the “Delivered Organization Documents”), (2) since such delivery, there has been no change in the Delivered Organization Documents except for those changes attached heretoattached, and, except as disclosed on an attachment, and no such document has been repealed, revoked, rescinded or amended in any respect, and each remains in full force and effect, (3) each of the Loan Party Parties remains in good standing in the jurisdiction of its organization, (4) except for those resolutions attached hereto (which were duly adopted by the parties named therein), the resolutions (the “Delivered Resolutions”) previously delivered to the Agent by the Loan Parties authorize the execution, delivery and performance of the foregoing Amendment by the Loan PartiesAmendment, (5) the Delivered Resolutions authorize the Person(s) holding the office(s) indicated above or, if none, the office(s) held by the Person(s) executing the foregoing (the “Authorized Executing Office”) to execute the foregoing Amendment on behalf of the applicable respective Loan Parties, (6) the each Person executing the foregoing Amendment on behalf of each a Loan Party has been duly elected and now holds the Authorized Executing Office set forth below his(her) name, and the signature set forth above is his(her) true signature, (7) the undersigned is authorized to deliver this Certificate on behalf of each of the Loan PartyParties, and (8) the Agent and each Lender may conclusively rely on this Certificate unless and until superseding documents shall be delivered to the Agent. MType/I HOMES, INC.Print Name: Certificate of Authorized Officer EXHIBIT D FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: To: Bank of the West, as Agent Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of June 17, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Borrower “Agreement”; the terms defined therein being used herein as therein defined), among AMVAC Chemical Corporation, a California corporation (the “Company”), the Designated Borrowers from time to time party thereto, the other Loan Parties and Lenders from time to time party thereto, and Bank of the parent West, as Agent, L/C Issuer and Swing Line Lender. The undersigned Responsible Officer hereby certifies as of each Guarantor Bythe date hereof that he/she is the of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to Agent on the behalf of the Company, and that: ___________________________________________[Use following paragraph 1 for fiscal year-end financial statements]