Common use of Certified Copies and Other Documents Clause in Contracts

Certified Copies and Other Documents. The Lenders shall have received such certificates and other documents relating to the Borrower and the Guarantors with respect to the matters herein contemplated as the Administrative Agent may request, including but not limited to: (i) certificates of good standing from the Secretary of State of New York if incorporated under the laws of the State of New York or doing business in New York and, if incorporated in a jurisdiction other than New York, from the Secretary of State or applicable Governmental Authority of such jurisdiction of incorporation and from the Secretary of State or applicable Governmental Authority of each jurisdiction in which an office is maintained; (ii) certificates of incorporation and all amendments thereto certified by the applicable Secretary of State or applicable Governmental Authority; (iii) certificates of an officer of the Borrower dated the date of this Agreement certifying (x) true and correct copies of the by-laws of the Borrower as in effect on the date of adoption of the resolutions referred to in (y) of this subsection (iii), (y) true and correct copies of resolutions adopted by the board of directors of the Borrower (1) authorizing the borrowings and the other extensions of credit from the Lenders hereunder, the execution, delivery and performance by the Borrower of each of the Loan Documents to which it is a party and the performance by the Borrower of its obligations under each of the Loan Documents to which it is a party, (2) approving forms in substantially execution form of each of the Loan Documents to which it is a party, and (3) authorizing officers of the Borrower to execute and deliver each of the Loan Documents to which it is a party, and (z) the incumbency and specimen signatures of the officers of the Borrower executing any documents delivered to the Administrative Agent or a Lender by the Borrower in connection herewith; and (iv) certificates of an officer of each Guarantor dated the date of this Agreement certifying (w) true and correct copies of the by-laws of such Guarantor as in effect on the date of adoption of the resolutions referred to in (x) of this subsection (iv), (x) true and correct copies of resolutions adopted by the board of directors of such Guarantor authorizing (1) the execution, delivery and performance by such Guarantor of each of the Loan Documents to which it is a party and the performance by such Guarantor of its obligations under each of the Loan Documents to which it is a party, (2) approving forms in substantially execution form of each of the Loan Documents to which it is a party, and (3) authorizing officers of such Guarantor to execute and deliver each of the Loan Documents to which it is a party, (y) true and correct copies of resolutions adopted by the shareholders of such Guarantor authorizing the execution and delivery of the Loan Documents to which it is a party and (z) the incumbency and specimen signatures of the officers of such Guarantor executing any documents delivered to the Administrative Agent or a Lender by such Guarantor in connection herewith.

Certified Copies and Other Documents. The Lenders Bank shall have ------------------------------------ received such certificates and other documents relating to the Borrower and the Guarantors with respect to the matters herein contemplated as the Administrative Agent Bank may reasonably request, including but not limited to: (i) With respect to the Borrower and each Guarantor, its certificate of incorporation certified by the Secretary of State of the Borrower's and each Guarantor's state of incorporation; (ii) With respect to the Borrower and each Guarantor, certificates of good standing from the Secretary of State of New York if incorporated under the laws of the State of New York or doing business in New York and, if incorporated in a jurisdiction other than New York, from the Secretary of State or applicable Governmental Authority of such jurisdiction Borrower's and each Guarantor's state of incorporation and from the Secretary of State or applicable Governmental Authority of each jurisdiction in which an office is maintained; (ii) certificates of incorporation the Borrower and all amendments thereto certified by the applicable Secretary of State or applicable Governmental Authorityeach Guarantor does business; (iii) certificates of an officer An Officers' Certificate of the Borrower dated the date of this Agreement certifying certifying, (xw) true and correct copies of the by-laws and any amendments thereto of the Borrower as in effect on the date of adoption of the resolutions referred to in (yx) of this subsection (iii), (yx) true and correct copies of resolutions adopted by the board of directors of the Borrower (1) authorizing the borrowings and the other extensions of credit Revolving Credit Loans from the Lenders hereunder, Bank hereunder and the execution, delivery and performance by the Borrower of each this Agreement and any other Loan Document executed in connection herewith and the granting of the Loan Documents to which it is a party and the performance security interest as contemplated by the Borrower of its obligations under each of the Loan Documents to which it is a partyBorrower's Security Agreement, (2) approving forms in substantially execution form of each of this Agreement and the other Loan Documents to which it is a partyDocuments, and (3) authorizing officers of the Borrower to execute and deliver each of this Agreement and the other Loan Documents to which it is a partyand any related documents, and (zy) the incumbency and specimen signatures of the officers of the Borrower executing any documents delivered to the Administrative Agent or a Lender Bank by the Borrower in connection herewith; andwith the Revolving Credit Loans, and (z) the truth of the representations and warranties contained in Section 3 hereof; (iv) certificates of an officer An Officers' Certificate of each Guarantor dated the date of this Agreement certifying (wv) true and correct copies of the by-laws and any amendments thereto of such Guarantor as in effect on the date of adoption of the resolutions referred to in (xv) of this subsection (iv), (xw) true and correct copies of the resolutions adopted by the board of directors of such Guarantor authorizing (1) authorizing the execution, delivery and performance by such Guarantor of each its Guarantee and Security Agreement and the granting of the Loan Documents to which it is a party and the performance security interest as contemplated by such Guarantor of its obligations under each of the Loan Documents to which it is a partyGuarantor's Security Agreement, (2) approving forms in substantially execution form of each of the Loan Documents to which it is a party, Guarantee and the Security Agreement and (3) authorizing officers of such Guarantor to execute and deliver each of the Loan Documents to which it is a partyits Guarantee and Security Agreement and any related documents, (yx) true and correct copies of resolutions adopted by the consents of shareholders of authorizing such Guarantor authorizing the execution Guarantor's Guarantee and delivery of the Loan Documents to which it is a party and Security Agreement (zy) the incumbency and specimen signatures of the officers of such the Guarantor executing any documents delivered to its Guarantee and Security Agreement and (z) the Administrative Agent or a Lender by such Guarantor truth of the representations and warranties contained in connection herewithSection 3 hereof.

Certified Copies and Other Documents. The Lenders There shall have received been delivered to the Bank such certificates and other documents relating to the Borrower Company and the Guarantors with respect to the matters herein contemplated as the Administrative Agent Bank may reasonably request, including but not limited to: (i) With respect to the Company and each Guarantor, its certificate of incorporation certified by the Secretary of State of the Company's and each Guarantor's state of incorporation; (ii) With respect to the Company and each Guarantor, certificates of good standing from the Secretary of State of New York the Company's and each Guarantor's state of incorporation and, if not incorporated under the laws of the State of New York or doing York, a certificate of authority to do business in New York and, if incorporated in a jurisdiction other than New York, from the New York Secretary of State or applicable Governmental Authority of such jurisdiction of incorporation and from the Secretary of State or applicable Governmental Authority of each jurisdiction in which an office is maintained; (ii) certificates of incorporation and all amendments thereto certified by the applicable Secretary of State or applicable Governmental AuthorityState; (iii) certificates of an officer An Officers' Certificate of the Borrower Company dated the date of this Agreement certifying (x) true and correct copies of the by-laws of the Borrower as in effect on the date of adoption of the resolutions referred to in (y) of this subsection (iii)certifying, (y) true and correct copies of resolutions adopted by the board of directors of the Borrower (1) authorizing the borrowings and the other extensions of credit from the Lenders hereunder, the execution, delivery and performance by the Borrower of each of the Loan Documents to which it is a party and the performance by the Borrower of its obligations under each of the Loan Documents to which it is a party, (2) approving forms in substantially execution form of each of the Loan Documents to which it is a party, and (3) authorizing officers of the Borrower to execute and deliver each of the Loan Documents to which it is a party, and (z) the incumbency and specimen signatures of the officers of the Borrower executing any documents delivered to the Administrative Agent or a Lender by the Borrower in connection herewith; and (iv) certificates of an officer of each Guarantor dated the date of this Agreement certifying (w) true and correct copies of the by-laws and any amendments thereto of such Guarantor the Company as in effect on the date of adoption of the resolutions referred to in (x) of this subsection (iviii), (x) true and correct copies of resolutions adopted by the board of directors of such Guarantor authorizing the Company (1) authorizing the Advances from the Bank hereunder and the execution, delivery and performance by such Guarantor the Company of each this Agreement and any other Loan Document executed in connection herewith and the granting of the Loan Documents to which it is a party and security interest as contemplated by the performance by such Guarantor of its obligations under each of the Loan Documents to which it is a partyCompany's Security Agreement, (2) approving forms in substantially execution form of each of this Agreement and the other Loan Documents to which it is a partyDocuments, and (3) authorizing officers of such Guarantor the Company to execute and deliver each of this Agreement and the other Loan Documents to which it is a partyand any related documents, (y) true and correct copies of resolutions adopted by the shareholders of such Guarantor authorizing the execution and delivery of the Loan Documents to which it is a party and (z) the incumbency and specimen signatures of the officers of such Guarantor the Company executing any documents delivered to the Administrative Agent or a Lender Bank by the Company in connection with the Advances, and (z) the truth of the representations and warranties contained in Section 3 hereof; (iv) An Officers' Certificate of each Guarantor dated the date of this Agreement certifying (x) true and correct copies of the by-laws and any amendments thereto of such Guarantor as in connection herewitheffect on the date of adoption of the resolutions referred to in the Guaranties, (y) the incumbency and specimen signatures of the officers of the Guarantor executing its Guaranty and (z) the truth of the representations and warranties contained in Section 3 hereof.

Certified Copies and Other Documents. The Lenders Bank shall have received such certificates and other documents relating to the Borrower and the Guarantors Guarantor with respect to the matters herein contemplated as the Administrative Agent Bank may request, including but not limited to: (i) certificates of good standing from the Secretary of State of New York if incorporated under the laws of the State of New York or doing business in New York and, if incorporated in a jurisdiction other than New York, from the Secretary of State or applicable Governmental Authority of such jurisdiction of incorporation and from the Secretary of State or applicable Governmental Authority of each jurisdiction in which an office the Borrower or the Guarantor is maintaineddoing business; (ii) certificates certificate of incorporation and all amendments thereto certified by the applicable Secretary of State or applicable Governmental Authority; (iii) certificates of an officer of the Borrower dated the date of this Agreement certifying certifying, (x) true and correct copies of the certificate of incorporation and by-laws of the Borrower as in effect on the date of adoption of the resolutions referred to in (y) of this subsection (iiiii), (y) true and correct copies of resolutions adopted by the board of directors of the Borrower (1) authorizing the borrowings and the other extensions of credit from the Lenders Bank hereunder, the execution, delivery and performance by the Borrower of each of this Agreement and the Loan Documents to which it is a party Revolving Credit Note and the performance by the Borrower of its obligations under each of this Agreement and the Loan Documents to which it is a partyRevolving Credit Note, (2) approving forms in substantially execution form of each of this Agreement and the Loan Documents to which it is a party, Revolving Credit Note and (3) authorizing officers of the Borrower to execute and deliver each of this Agreement and the Loan Documents to which it is a partyRevolving Credit Note, and (z) the incumbency and specimen signatures of the officers of the Borrower executing any documents delivered to the Administrative Agent or a Lender Bank by the Borrower in connection herewith; and; (iviii) certificates certificate of an officer the Secretary of each the Guarantor dated the date of this Agreement certifying certifying, (w) true and correct copies of the certificate of incorporation and by-laws of such the Guarantor as in effect on the date of adoption of the resolutions referred to in (x) of this subsection (iviii), (x) true and correct copies of resolutions adopted by the board of directors of such the Guarantor authorizing (1) the execution, delivery and performance by such the Guarantor of each of the Loan Documents to which it is a party Guarantee and the performance by such the Guarantor of its obligations under each of the Loan Documents to which it is a partyGuarantee, (2) approving forms in substantially execution form of each of the Loan Documents to which it is a partyGuarantee, and (3) authorizing officers of such the Guarantor to execute and deliver each of the Loan Documents to which it is a partyGuarantee, (y) true and correct copies of resolutions adopted by the shareholders of such the Guarantor authorizing the execution and delivery of the Loan Documents to which it is a party Guarantee and (z) the incumbency and specimen signatures of the officers of such the Guarantor executing any documents delivered to Bank by the Administrative Agent or a Lender by such Guarantor in connection herewith.

Certified Copies and Other Documents. The Lenders Administrative Agent shall have received such certificates and other documents relating the following with respect to the Borrower and the Guarantors with respect to the matters herein contemplated as the Administrative Agent may request, including but not limited toGuarantors: (i) certificates of good standing from the Secretary of State of New York if incorporated under the laws of the State of New York or doing business in New York and, if incorporated in a jurisdiction other than New York, from the Secretary of State or other applicable Governmental Authority of such jurisdiction of incorporation and from the Secretary of State or other applicable Governmental Authority of each jurisdiction in which an office is maintained; (ii) certificates of incorporation and all amendments thereto certified by the applicable Secretary of State or applicable Governmental Authority; (iii) certificates of an officer of the Borrower dated the date of this Agreement First Amendment certifying (x) true and correct copies no changes in the certificate of the incorporation or by-laws of the Borrower as in effect on from the date of adoption the Credit Agreement or attaching copies of the resolutions referred to in (y) of this subsection (iii)any amendments, (y) true and correct copies of resolutions adopted by the board of directors of the Borrower (1) authorizing the borrowings and the other extensions of credit from the Lenders hereunderunder the Credit Agreement as amended hereby, the execution, delivery and performance by the Borrower of each this First Amendment and the Security Agreement and any related documents including the grant of the Loan Documents to which it is a party and the performance by the Borrower of its obligations under each of the Loan Documents to which it is a partysecurity interest provided for therein, (2) approving forms in substantially execution form of each of this First Amendment and the Loan Documents to which it is a partySecurity Agreement, and (3) authorizing officers of the Borrower to execute and deliver each of this First Amendment and the Loan Documents to which it is a partySecurity Agreement and any related documents, and (z) the incumbency and specimen signatures of the officers of the Borrower executing any documents delivered to the Administrative Agent or a Lender by the Borrower in connection herewith; and (iviii) certificates of an officer of each Guarantor dated the date of this Agreement certifying First Amendment certifying, (w) true and correct copies no changes in the certificate of the incorporation or by-laws of such Guarantor as in effect on from the date of adoption the Credit Agreement or attaching copies of the resolutions referred to in (x) of this subsection (iv)any amendments, (x) true and correct copies of resolutions adopted by the board of directors of such each Guarantor authorizing (1) authorizing the execution, delivery and performance by such Guarantor of each the Security Agreement and any related documents including the grant of the Loan Documents to which it is a party and the performance by such Guarantor of its obligations under each of the Loan Documents to which it is a partysecurity interest provided for therein, (2) approving forms in substantially execution form of each of the Loan Documents to which it is a partySecurity Agreement, and (3) authorizing officers of such Guarantor to execute and deliver each of the Loan Documents to which it is a partySecurity Agreement and any related documents, (y) true and correct copies of resolutions adopted by the shareholders of such Guarantor authorizing the execution and delivery of the Loan Documents to which it is a party and (z) the incumbency and specimen signatures of the officers of such Guarantor executing any documents delivered to the Administrative Agent or a Lender by such Guarantor in connection herewithconnectionherewith, and (z) true and correct copies of resolutions adopted by the shareholders of such Guarantor authorizing the execution and delivery of the Security Agreement.

Certified Copies and Other Documents. The Lenders Administrative Agent shall have received such certificates and other documents relating to the Borrower and the Guarantors following with respect to the matters herein contemplated as Borrower and, unless otherwise indicated below, the Administrative Agent may request, including but not limited toGuarantors: (i) for the Borrower and each Domestic Subsidiary, certificates of good standing from the Secretary of State of New York if incorporated under the laws of the State of New York or doing business in New York and, if incorporated in a jurisdiction other than New York, from the Secretary of State or other applicable Governmental Authority of such jurisdiction of incorporation and from the Secretary of State or other applicable Governmental Authority of each jurisdiction in which an office is maintained, except any jurisdiction where the failure to be qualified would not have a Material Adverse Effect; (ii) certificates of incorporation and all amendments thereto certified by the applicable Secretary of State or applicable Governmental Authority; (iii) certificates of an officer of the Borrower dated the date of this Agreement Second Amendment certifying (x) true and correct copies no changes in the certificate of the incorporation or by-laws of the Borrower as in effect on from the date of adoption the Credit Agreement or attaching copies of the resolutions referred to in (y) of this subsection (iii)any amendments, (y) true and correct copies of resolutions adopted by the board of directors of the Borrower (1) authorizing the borrowings and the other extensions of credit from the Lenders hereunderunder the Credit Agreement as amended hereby, the execution, delivery and performance by the Borrower of each this Second Amendment and the Reaffirmation and Acknowledgment of Security Agreements and any related documents including the grant of the Loan Documents to which it is a party and the performance by the Borrower of its obligations under each of the Loan Documents to which it is a partysecurity interest provided for therein, (2) approving forms in substantially execution form of each of this Second Amendment and the Loan Documents to which it is a partySecurity Agreement, and (3) authorizing officers of the Borrower to execute and deliver each of this Second Amendment and the Loan Documents to which it is a partySecurity Agreement and any related documents, and (z) the incumbency and specimen signatures of the officers of the Borrower executing any documents delivered to the Administrative Agent or a Lender by the Borrower in connection herewith; and (iviii) certificates of an officer of each Guarantor dated the date of this Agreement certifying Second Amendment certifying, (w) true and correct copies no changes in the certificate of the incorporation or by-laws of such Guarantor as in effect on from the date of adoption the Credit Agreement or First Amendment, as the case may be, or attaching copies of the resolutions referred to in (x) of this subsection (iv)any amendments, (x) true and correct copies of resolutions adopted by the board of directors of such each Guarantor authorizing (1) authorizing the execution, delivery and performance by any Guarantor that is a party to the Security Agreements of the Reaffirmation and Acknowledgment of Security Agreements and any related documents including the grant of the security interest provided for therein, (2) authorizing the execution, delivery and performance by such Guarantor of each the Reaffirmation and Acknowledgment of the Loan Documents to which it is a party and the performance by such Guarantor of its obligations under each of the Loan Documents to which it is a party, (2) approving forms in substantially execution form of each of the Loan Documents to which it is a partyGuarantee, and (3) authorizing officers of such Guarantor to execute and deliver each of the Loan Documents to which it is a partyreaffirmations and any related documents, (y) true and correct copies of resolutions adopted by the shareholders of such Guarantor authorizing the execution and delivery of the Loan Documents to which it is a party and (z) the incumbency and specimen signatures of the officers of such Guarantor executing any documents delivered to the Administrative Agent or a Lender by such Guarantor in connection herewith, and (z) true and correct copies of resolutions adopted by the shareholders of such Guarantor authorizing the execution and delivery of the reaffirmations.

Certified Copies and Other Documents. The Lenders Administrative Agent shall have received such certificates and other documents relating to the Borrower and the Guarantors following with respect to the matters herein contemplated as Borrower and, unless otherwise indicated below, the Administrative Agent may request, including but not limited toGuarantors: (i) for the Borrower and each Subsidiary, certificates of good standing from the Secretary of State of New York if incorporated under the laws of the State of New York or doing business in New York and, if incorporated in a jurisdiction other than New York, from the Secretary of State or other applicable Governmental Authority of such jurisdiction of incorporation and from the Secretary of State or other applicable Governmental Authority of each jurisdiction in which an office is maintainedmaintained except any jurisdiction where the failure to be qualified would not have a material adverse effect; (ii) certificates of incorporation and all amendments thereto certified by the applicable Secretary of State or applicable Governmental Authority; (iii) certificates of an officer of the Borrower dated the date of this Agreement Second Amendment certifying (x) true and correct copies no changes in the certificate of the incorporation or by-laws of the Borrower as in effect on from the date of adoption the Agreement or attaching copies of the resolutions referred to in (y) of this subsection (iii)any amendments, (y) true and correct copies of resolutions adopted by the board of directors of the Borrower (1) authorizing the borrowings and the other extensions of credit from the Lenders hereunderunder the Agreement as amended hereby, the execution, delivery and performance by the Borrower of each of this Second Amendment, the Loan Documents to which it is a party Pledge Agreement and the performance by the Borrower of its obligations under each of the Loan Documents to which it is a party, Amended and Restated Security Agreement and any related documents (2) approving forms in substantially execution form of each of this Second Amendment, the Loan Documents to which it is a party, Pledge Agreement and the Amended and Restated Security Agreement and (3) authorizing officers of the Borrower to execute and deliver each of this Second Amendment, the Loan Documents to which it is a partyPledge Agreement and the Amended and Restated Security Agreement and any related documents, and (z) the incumbency and specimen signatures of the officers of the Borrower executing any documents delivered to the Administrative Agent or a Lender by the Borrower in connection herewith; and (iviii) certificates of an officer of each Guarantor dated the date of this Agreement certifying Second Amendment certifying, (w) true and correct copies no changes in the certificate of the incorporation (or equivalent) or by-laws of such Guarantor as in effect on (or equivalent) from the date of adoption the Agreement or attaching copies of the resolutions referred to in (x) of this subsection (iv)any amendments, (x) true and correct copies of resolutions adopted by the board of directors of such each Guarantor authorizing (1) authorizing the execution, delivery and performance by such Guarantor of each the Guaranty or Reaffirmation and Acknowledgment of the Loan Documents to which it is a party Guaranty, as applicable, and the performance by such Guarantor of its obligations under each of the Loan Documents to which it is a party, Amended and Restated Security Agreement and any related documents (2) approving forms in substantially execution form of each the Guaranty or Reaffirmation and Acknowledgment of Guaranty, as applicable, and the Loan Documents to which it is a partyAmended and Restated Security Agreement, and (3) authorizing officers of such Guarantor to execute and deliver each the Guaranty or Reaffirmation and Acknowledgment of Guaranty, as applicable, and the Loan Documents to which it is a partyAmended and Restated Security Agreement and any related documents, (y) true and correct copies of resolutions adopted by the shareholders of such Guarantor authorizing the execution and delivery of the Loan Documents to which it is a party and (z) the incumbency and specimen signatures of the officers of such Guarantor executing any documents delivered to the Administrative Agent or a Lender by such Guarantor in connection herewith, and (z) true and correct copies of resolutions adopted by the shareholders of such Guarantor authorizing the execution and delivery of the Guaranty or Reaffirmation and Acknowledgment of Guaranty, as applicable, and the Amended and Restated Security Agreement.

Certified Copies and Other Documents. The Lenders shall have ------------------------------------ received such certificates and other documents relating to the Borrower and the Guarantors with respect to the matters herein contemplated as the Administrative Agent Lender may request, including but not limited to: (i) certificates of good standing from the Secretary of State of New York if incorporated under the laws of the State of New York or doing business in New York and, if incorporated in a jurisdiction other than New York, from the Secretary of State or applicable Governmental Authority of such jurisdiction of incorporation and from the Secretary of State or applicable Governmental Authority of each jurisdiction in which an office is maintained; (ii) certificates of incorporation and all amendments thereto certified by the applicable Secretary of State or applicable Governmental Authority; (iii) certificates of an officer the Secretary of the Borrower dated the date of this Agreement certifying certifying, (x) true and correct copies of the by-laws of the Borrower as in effect on the date of adoption of the resolutions referred to in (y) of this subsection (iii), (y) true and correct copies of resolutions adopted by the board of directors of the Borrower (1) authorizing the borrowings and the other extensions of credit from the Lenders Lender hereunder, the execution, delivery and performance by the Borrower of each of the Loan Documents to which it is a party and the performance by the Borrower of its obligations under each of the Loan Documents to which it is a party, (2) approving forms in substantially execution form of each of the Loan Documents to which it is a party, and (3) authorizing officers of the Borrower to execute and deliver each of the Loan Documents to which it is a party, and (z) the incumbency and specimen signatures of the officers of the Borrower executing any documents delivered to the Administrative Agent or a Lender by the Borrower in connection herewith; and; (iv) certificates of an officer the Secretary of each Guarantor dated the date of this Agreement certifying certifying, (w) true and correct copies of the by-laws of such each Guarantor as in effect on the date of adoption of the resolutions referred to in (x) of this subsection (iviii), (x) true and correct copies of resolutions adopted by the board of directors of such each Guarantor authorizing (1) the execution, delivery and performance by such each Guarantor of each of the Loan Documents to which it is a party and the performance by such each Guarantor of its obligations under each of the Loan Documents to which it is a party, (2) approving forms in substantially execution form of each of the Loan Documents to which it is a party, and (3) authorizing officers of such each Guarantor to execute and deliver each of the Loan Documents to which it is a party, (y) true and correct copies of resolutions adopted by the shareholders of such each Guarantor authorizing the execution and delivery of the Loan Documents to which it is a party and (z) the incumbency and specimen signatures of the officers of such each Guarantor executing any documents delivered to the Administrative Agent or a Lender by such each Guarantor in connection herewith.

Certified Copies and Other Documents. The Lenders shall have received such certificates and other documents relating to the Borrower and the Guarantors with respect to the matters herein contemplated as the Administrative Agent may request, including but not limited to: (i) certificates of good standing from the Secretary of State of New York if incorporated under the laws of the State of New York or doing business in New York and, if incorporated in a jurisdiction other than New York, from the Secretary of State or applicable Governmental Authority of such jurisdiction of incorporation and from the Secretary of State or applicable Governmental Authority of each jurisdiction in which an office is maintained; (ii) certificates of incorporation and all amendments thereto certified by the applicable Secretary of State or applicable Governmental Authority; (iii) certificates of an officer of the Borrower dated the date of this Agreement certifying (x) true and correct copies of the by-laws of the Borrower as in effect on the date of adoption of the resolutions referred to in (y) of this subsection (iii), (y) true and correct copies of resolutions adopted by the board of directors of the Borrower (1) authorizing the borrowings and the other extensions of credit from the Lenders hereunder, the execution, delivery and performance by the Borrower of each of the Loan Documents to which it is a party and the performance by the Borrower of its obligations under each of the Loan Documents to which it is a party, (2) approving forms in substantially execution form of each of the Loan Documents to which it is a party, and (3) authorizing officers of the Borrower to execute and deliver each of the Loan Documents to which it is a party, and (z) the incumbency and specimen signatures of the officers of the Borrower executing any documents delivered to the Administrative Agent or a Lender by the Borrower in connection herewith; and; (iv) certificates of an officer of each Guarantor dated the date of this Agreement certifying (w) true and correct copies of the by-laws of such Guarantor as in effect on the date of adoption of the resolutions referred to in (x) of this subsection (iv), (x) true and correct copies of resolutions adopted by the board of directors of such Guarantor authorizing (1) the execution, delivery and performance by such Guarantor of each of the Loan Documents to which it is a party and the performance by such Guarantor of its obligations under each of the Loan Documents to which it is a party, (2) approving forms in substantially execution form of each of the Loan Documents to which it is a party, and (3) authorizing officers of such Guarantor to execute and deliver each of the Loan Documents to which it is a party, (y) true and correct copies of resolutions adopted by the shareholders of such Guarantor authorizing the execution and delivery of the Loan Documents to which it is a party and (z) the incumbency and specimen signatures of the officers of such Guarantor executing any documents delivered to the Administrative Agent or a Lender by such Guarantor in connection herewith.

Certified Copies and Other Documents. The Lenders Banks shall have ------------------------------------ received such certificates and other documents relating to the Borrower and the Guarantors with respect to the matters herein contemplated as the Administrative Agent Bank may request, including but not limited to: (i) certificates of good standing from the Secretary of State of New York if incorporated under the laws of the State of New York or doing business in New York and, if incorporated in a jurisdiction other than New York, from the Secretary of State or applicable Governmental Authority of such jurisdiction of incorporation and from the Secretary of State or applicable Governmental Authority of each jurisdiction in which an office is maintained; (ii) certificates of incorporation and all amendments thereto certified by the applicable Secretary of State or applicable Governmental Authority; (iii) certificates of an officer the Secretary of the Borrower dated the date of this Agreement certifying certifying, (x) true and correct copies of the by-laws of the Borrower as in effect on the date of adoption of the resolutions referred to in (y) of this subsection (iii), (y) true and correct copies of resolutions adopted by the board of directors of the Borrower (1) authorizing the borrowings and the other extensions of credit from the Lenders Bank hereunder, the execution, delivery and performance by the Borrower of each of the Loan Documents to which it is a party and the performance by the Borrower of its obligations under each of the Loan Documents to which it is a party, (2) approving forms in substantially execution form of each of the Loan Documents to which it is a party, and (3) authorizing officers of the Borrower to execute and deliver each of the Loan Documents to which it is a party, and (z) the incumbency and specimen signatures of the officers of the Borrower executing any documents delivered to the Administrative Agent or a Lender Bank by the Borrower in connection herewith; and; (iv) certificates of an officer the Secretary of each Guarantor dated the date of this Agreement certifying certifying, (w) true and correct copies of the by-laws of such each Guarantor as in effect on the date of adoption of the resolutions referred to in (x) of this subsection (iviii), (x) true and correct copies of resolutions adopted by the board of directors of such each Guarantor authorizing (1) the execution, delivery and performance by such each Guarantor of each of the Loan Documents to which it is a party and the performance by such each Guarantor of its obligations under each of the Loan Documents to which it is a party, (2) approving forms in substantially execution form of each of the Loan Documents to which it is a party, and (3) authorizing officers of such each Guarantor to execute and deliver each of the Loan Documents to which it is a party, (y) true and correct copies of resolutions adopted by the shareholders of such each Guarantor authorizing the execution and delivery of the Loan Documents to which it is a party and (z) the incumbency and specimen signatures of the officers of such each Guarantor executing any documents delivered to the Administrative Agent or a Lender Bank by such each Guarantor in connection herewith.

Certified Copies and Other Documents. The Lenders There shall have received ------------------------------------ been delivered to the Bank such certificates and other documents relating to the Borrower Company and the Guarantors each Guarantor with respect to the matters herein contemplated as the Administrative Agent Bank may request, including but not limited to: (i) certificates Certificate of good standing from the Secretary of State of New York if incorporated under the laws Delaware and certificates of the State of New York or doing authority to do business in New York and, if incorporated in a jurisdiction from each other than New York, from the Secretary of State or applicable Governmental Authority of such jurisdiction of incorporation and from the Secretary of State or applicable Governmental Authority of each jurisdiction in which an office is maintainedthe Company conducts business; (ii) certificates Certificate of incorporation and all amendments thereto certified by the applicable Delaware Secretary of State or applicable Governmental AuthorityState; (iii) certificates of an officer of the Borrower An Officers' Certificate dated the date of this Agreement certifying (x) true and correct copies of the by-laws of the Borrower as in effect on the date of adoption of the resolutions referred to in (y) of this subsection (iii)certifying, (y) true and correct copies of resolutions adopted by the board of directors of the Borrower (1) authorizing the borrowings and the other extensions of credit from the Lenders hereunder, the execution, delivery and performance by the Borrower of each of the Loan Documents to which it is a party and the performance by the Borrower of its obligations under each of the Loan Documents to which it is a party, (2) approving forms in substantially execution form of each of the Loan Documents to which it is a party, and (3) authorizing officers of the Borrower to execute and deliver each of the Loan Documents to which it is a party, and (z) the incumbency and specimen signatures of the officers of the Borrower executing any documents delivered to the Administrative Agent or a Lender by the Borrower in connection herewith; and (iv) certificates of an officer of each Guarantor dated the date of this Agreement certifying (w) true and correct copies of the by-laws of such Guarantor as in effect on the date of adoption of the resolutions referred to in (x) of this subsection (iviii), (x) true and correct copies of resolutions adopted by the board of directors of such Guarantor authorizing (1) authorizing respectively, the executionborrowings from the Bank hereunder, the execution and delivery of this Agreement, the Guaranty and the Loan Documents (as the case may be) and the performance by such Guarantor of each of its respective obligations under this Agreement and the Loan Documents to which it each is a party and the performance by such Guarantor of its obligations under each granting of the Loan Documents to which it is a partylien and security interest contemplated thereby, (2) approving forms in substantially execution form of each of this Agreement, the Guaranty and the Loan Documents to which it each is a party, and (3) authorizing officers of such Guarantor to execute and deliver each of this Agreement, the Guaranty and the Loan Documents to which it is a partyand any related documents, (y) true and correct copies of resolutions adopted by the shareholders of such Guarantor authorizing the execution and delivery of the Loan Documents to which it is a party and (z) the incumbency and specimen signatures of the officers of such Guarantor executing any documents delivered to the Administrative Agent or a Lender by Bank in connection with the Loans, and, in the case of any Guarantor, (z) the unanimous shareholders' consent of all the shareholders of such Guarantor in connection herewithentitle to vote.

Certified Copies and Other Documents. The Lenders There shall have received been delivered to the Bank such certificates and other documents relating to the Borrower Company and the Guarantors Guarantor with respect to the matters herein contemplated as the Administrative Agent Bank may request, including but not limited to: (i) certificates Certificates of good standing from the Secretary of State of New York if incorporated under the laws Delaware and certificates of the State of New York or doing authority to do business in New York and, if incorporated in a jurisdiction from each other than New York, from the Secretary of State or applicable Governmental Authority of such jurisdiction of incorporation and from the Secretary of State or applicable Governmental Authority of each jurisdiction in which an office is maintainedthe Company or the Guarantor conducts business; (ii) certificates Certificates of incorporation and all amendments thereto certified by the applicable Delaware Secretary of State or applicable Governmental AuthorityState; (iii) certificates of an officer An Officers' Certificate of the Borrower Company dated the date of this Agreement certifying certifying, (x) true and correct copies of the by-laws of the Borrower Company as in effect on the date of adoption of the resolutions referred to in (y) of this subsection (iii), (y) true and correct copies of resolutions adopted by the board of directors of the Borrower Company (1) authorizing the borrowings and the other extensions of credit from the Lenders Bank hereunder, the execution, execution and delivery and performance by the Borrower Company of each of this Agreement and the Loan Documents to which it is a party and the performance by the Borrower Company of its obligations under each of this Agreement and the Loan Documents to which it is a partyand the granting of the lien and security interest contemplated thereby, (2) approving forms in substantially execution form of each of this Agreement and the Loan Documents to which it is a partyDocuments, and (3) authorizing officers of the Borrower Company to execute and deliver each of this Agreement and the Loan Documents to which it is a partyand any related documents, and (z) the incumbency and specimen signatures of the officers of the Borrower Company executing any documents delivered to the Administrative Agent or a Lender Bank by the Borrower Company in connection herewith; andwith the Loans. (iv) certificates An Officers' Certificate of an officer of each the Guarantor dated the date of this Agreement certifying certifying, (wx) true and correct copies of the by-laws of such the Guarantor as in effect on the date of adoption of the resolutions referred to in (xy) of this subsection (iviii), (xy) true and correct copies of resolutions adopted by the board of directors of such the Guarantor authorizing and consent of the shareholders of the Guarantor (1) authorizing the execution, execution and delivery and performance by such the Guarantor of each of this Agreement and the Loan Documents to which it is a party and the performance by such the Guarantor of its obligations under each of this Agreement and the Loan Documents to which it is a partyand the granting of the lien and security interest contemplated thereby, (2) approving forms in substantially execution form of each of this Agreement and the Loan Documents to which it is a partyDocuments, and (3) authorizing officers of such the Guarantor to execute and deliver each of this Agreement and the Loan Documents to which it is a partyand any related documents, (y) true and correct copies of resolutions adopted by the shareholders of such Guarantor authorizing the execution and delivery of the Loan Documents to which it is a party and (z) the incumbency and specimen signatures of the officers of such the Guarantor executing any documents delivered to the Administrative Agent or a Lender Bank by such the Guarantor in connection herewithwith the Loans.

Certified Copies and Other Documents. The Lenders shall have ------------------------------------ received such certificates and other documents relating to the Borrower and the Guarantors with respect to the matters herein contemplated as the Administrative Agent may request, including but not limited to: (i) certificates of good standing from the Secretary of State of New York if incorporated under the laws of the State of New York or doing business in New York and, if incorporated in a jurisdiction other than New York, from the Secretary of State or applicable Governmental Authority of such jurisdiction of incorporation and from the Secretary of State or applicable Governmental Authority of each jurisdiction in which an office is maintained; (ii) certificates of incorporation and all amendments thereto certified by the applicable Secretary of State or applicable Governmental Authority; (iii) certificates of an officer of the Borrower dated the date of this Agreement certifying (x) true and correct copies of the by-laws of the Borrower as in effect on the date of adoption of the resolutions referred to in (y) of this subsection (iii), (y) true and correct copies of resolutions adopted by the board of directors of the Borrower (1) authorizing the borrowings and the other extensions of credit from the Lenders hereunder, the execution, delivery and performance by the Borrower of each of the Loan Documents to which it is a party and the performance by the Borrower of its obligations under each of the Loan Documents to which it is a party, (2) approving forms in substantially execution form of each of the Loan Documents to which it is a party, and (3) authorizing officers of the Borrower to execute and deliver each of the Loan Documents to which it is a party, and (z) the incumbency and specimen signatures of the officers of the Borrower executing any documents delivered to the Administrative Agent or a Lender by the Borrower in connection herewith; and; (iv) certificates of an officer of each Guarantor dated the date of this Agreement certifying (w) true and correct copies of the by-laws of such Guarantor as in effect on the date of adoption of the resolutions referred to in (x) of this subsection (iv), (x) true and correct copies of resolutions adopted by the board of directors of such Guarantor authorizing (1) the execution, delivery and performance by such Guarantor of each of the Loan Documents to which it is a party and the performance by such Guarantor of its obligations under each of the Loan Documents to which it is a party, (2) approving forms in substantially execution form of each of the Loan Documents to which it is a party, and (3) authorizing officers of such Guarantor to execute and deliver each of the Loan Documents to which it is a party, (y) true and correct copies of resolutions adopted by the shareholders of such Guarantor authorizing the execution and delivery of the Loan Documents to which it is a party and (z) the incumbency and specimen signatures of the officers of such Guarantor executing any documents delivered to the Administrative Agent or a Lender by such Guarantor in connection herewith.