Common use of Certified Copies and Other Documents Clause in Contracts

Certified Copies and Other Documents. There shall have been ------------------------------------ delivered to the Bank such certificates and other documents relating to the Company with respect to the matters herein contemplated as the Bank may request, including but not limited to: (i) Certificate of good standing from the Secretary of State of Delaware and certificates of authority to do business from each other jurisdiction in which the Company conducts business and an undertaking letter with respect to good standing in New York State; (ii) Certificate of incorporation certified by the Delaware Secretary of State; (iii) An Officers' Certificate of the Company dated the date of this Agreement certifying, (x) true and correct copies of the by-laws of the 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 Company (1) authorizing the borrowings from the Bank hereunder, the execution and delivery by the Company of this Agreement and the Loan Documents and the performance by the Company of its obligations under this Agreement and the Loan Documents and the granting of the lien and security interest contemplated thereby, (2) approving forms in substantially execution form of this Agreement and the Loan Documents, and (3) authorizing officers of the Company to execute and deliver this Agreement and the Loan Documents and any related documents, and (z) the incumbency and specimen signatures of the officers of the Company executing any documents delivered to the Bank by the Company in connection with the Loans.

Certified Copies and Other Documents. There shall have been ------------------------------------ delivered to the Bank such certificates and other documents relating to the Company and each Guarantor with respect to the matters herein contemplated as the Bank may request, including but not limited to: (i) Certificate of good standing from the Secretary of State of Delaware the state of incorporation, and certificates of authority to do business from each other jurisdiction in which the Company or any Guarantor conducts business and an undertaking letter with respect to good standing in New York Statebusiness; (ii) Certificate of incorporation certified by the Delaware Secretary of StateState of the state of incorporation; (iii) An Officers' Certificate of the Company dated the date of this Agreement certifying, (xw) true and correct copies of the by-laws of the Company 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 Company (1) authorizing respectively, the borrowings from the Bank hereunder, the execution and delivery by the Company of this Agreement Agreement, the Guaranty and the Loan Documents (as the case may be) and the performance by the Company of its respective obligations under this Agreement and the Loan Documents to which each is a party and the granting of the lien and security interest contemplated thereby, (2) approving forms in substantially execution form of this Agreement Agreement, the Guaranty and the Loan DocumentsDocuments to which each is a party, and (3) authorizing officers of the Company to execute and deliver this Agreement Agreement, the Guaranty and the Loan Documents and any related documents, and (zy) the incumbency and specimen signatures of the officers of the Company executing any documents delivered to the Bank by the Company in connection with the Loans, and, in the case of any Guarantor, (z) the unanimous shareholders' consent of all the shareholders of such Guarantor entitle to vote.

Certified Copies and Other Documents. There The Bank shall have been ------------------------------------ delivered to the Bank received such certificates and other documents relating to the Company Borrower with respect to the matters herein contemplated as the Bank may request, including but not limited to: (i) Certificate certificates of good standing from the Secretary of State of Delaware New York if incorporated or formed under the laws of the State of New York or doing business in New York and, if incorporated or formed in a jurisdiction other than New York, from the Secretary of State or applicable Governmental Authority of such jurisdiction of incorporation and certificates from the Secretary of authority to do business from State or applicable Governmental Authority of each other jurisdiction in which the Company conducts business and an undertaking letter with respect to good standing in New York State;office is maintained; and (ii) Certificate certificates of incorporation certified by the Delaware Secretary of State; (iii) An Officers' Certificate an officer of the Company Borrower dated on or about the date of this Agreement certifyingcertifying as to (w) true and current copies of the Borrower’s certificate of incorporation and all amendments thereto, (x) true and correct copies of the by-laws bylaws of the Company as in effect on the date of adoption of the resolutions referred to in (y) of this subsection (iii)Borrower and all amendments thereto, (y) true and correct copies of resolutions adopted by the board of directors of the Company Borrower authorizing (1) authorizing the borrowings from the Bank hereunderexecution, the execution delivery and delivery performance by the Company Borrower of this Agreement and each of the Loan Documents to which it is a party and the performance by the Company Borrower of its obligations under this Agreement and each of the Loan Documents and the granting of the lien and security interest contemplated therebyto which it is a party, (2) approving forms in substantially execution form of this Agreement and each of the Loan DocumentsDocuments to which it is a party, and (3) authorizing officers of the Company Borrower to execute and deliver this Agreement and each of the Loan Documents and any related documentsto which it is a party, and (z) the incumbency and specimen signatures of the duly authorized officers of the Company Borrower executing the Loan Documents and any other documents delivered to the Bank by the Company Borrower in connection with the Loansherewith.