Common use of CORPORATE AND LOAN DOCUMENTS Clause in Contracts

CORPORATE AND LOAN DOCUMENTS. The Borrower shall deliver or cause to be delivered to the Agents and the Banks the following documents, in all cases duly executed, delivered and/or certified, as the case may be: (a) Certified copies of the resolutions of the board of directors of the Borrower evidencing approval of the execution, delivery and performance of this Agreement and the Notes provided for herein; (b) Certified copies of resolutions of the board of directors of the Parent evidencing approval of the execution, delivery and performance of the Guaranty; (c) Copies of the Articles of Incorporation of the Borrower in effect as of the Restatement Effective Date, certified by the Ohio Secretary of State as of a recent date; (d) Copies of the Articles of Incorporation of the Parent in effect as of the Restatement Effective Date, certified by the Ohio Secretary of State as of a recent date; (e) Copies of the Code of Regulations of the Borrower in effect as of the Restatement Effective Date, certified as true and complete as of the Restatement Effective Date by the secretary of the Borrower; (f) Copies of the Code of Regulations of the Parent in effect as of the Restatement Effective Date, certified as true and complete as of the Restatement Effective Date by the secretary of the Parent; (g) A good standing certificate for the Borrower from the State of Ohio as of a recent date; (h) A good standing certificate for the Parent from the State of Ohio as of a recent date. (i) A certificate of the secretary or assistant secretary of the Borrower certifying the names of the officers of the Borrower authorized to sign this Agreement and the Notes, together with the true signatures of such officers. (j) A certificate of the secretary or assistant secretary of the Parent certifying the names of the officers of the Parent authorized to sign the Guaranty, together with the true signatures of such officers. (k) The Borrower, the Agents, and the Banks shall have executed and delivered counterparts of the Agreement. (l) The Parent shall have executed and delivered the Guaranty to the Agents and the Banks. (m) The Borrower shall have executed and delivered to each Bank (other than the Additional Banks), a Revolving Loan Note payable to the account of each respective Bank in the amount of their respective Commitments. (n) The Borrower shall have executed and delivered to each Swing Line Lender, a Swing Line Note payable to the account of each respective Swing Line Lender in the amount of their respective Swing Line Commitments. (o) A certificate of the secretary or assistant secretary of the Borrower certifying that as of the Restatement Effective Date and after giving effect thereto and to the Loans made hereunder (i) there exists no Possible Default or Event of Default and (ii) all representations and warranties contained herein shall be true and correct in all material respects. (p) A certificate of the secretary or assistant secretary of the Parent certifying that as of the Restatement Effective Date and after giving effect thereto and to the Loans made hereunder (i) there exists no Possible Default or Event of Default and (ii) all representations and warranties contained herein shall be true and correct in all material respects.

CORPORATE AND LOAN DOCUMENTS. The Borrower shall deliver or cause to be delivered to the Agents and Agent on behalf of the Banks shall have received the following documents, in all cases duly executed, delivered and/or certified, as the case may be: (a) Certified copies of the resolutions of the board of directors of the Borrower evidencing approval of the execution, delivery and performance of this Agreement and Agreement, the Notes provided for herein;, the Side Letter and the First Amendment to the Pledge Agreement of even date herewith. (b) Certified copies of resolutions of the board of directors of the Parent evidencing approval of the execution, delivery and performance of the Side Letter and the Guaranty;. (c) Copies of the Articles of Incorporation of the Borrower in effect as of the Restatement Effective Date, certified by the Ohio Secretary of State as of a recent date;. (d) Copies of the Articles of Incorporation of the Parent in effect as of the Restatement Effective Date, certified by the Ohio Secretary of State as of a recent date;. (e) Copies of the Code of Regulations of the Borrower in effect as of the Restatement Effective Date, certified as true and complete as of the Restatement Effective Date by the secretary of the Borrower;. (f) Copies of the Code of Regulations of the Parent in effect as of the Restatement Effective Date, certified as true and complete as of the Restatement Effective Date by the secretary of the Parent;. (g) A good standing certificate for the Borrower from the State of Ohio as of a recent date;. (h) A good standing certificate for the Parent from the State of Ohio as of a recent date. (i) A certificate of the secretary or assistant secretary of the Borrower certifying the names of the officers of the Borrower authorized to sign this Agreement Agreement, the Notes, the Side Letter and the NotesFirst Amendment to the Pledge Agreement of even date herewith, together with the true signatures of such officers. (j) A certificate of the secretary or assistant secretary of the Parent certifying the names of the officers of the Parent authorized to sign the Side Letter and the Guaranty, together with the true signatures of such officers. (k) The Counterparts of this Agreement duly executed and delivered by the Borrower, the Agents, Agents and the Banks shall have Banks, of the Side Letter duly executed and delivered counterparts by the Borrower, the Parent, the Agents and the Banks, of the AgreementGuaranty duly executed and delivered by the Parent and of the First Amendment to Pledge Agreement of even date herewith duly executed and delivered by the Borrower. (l) The Parent shall have executed and delivered the Guaranty to the Agents and the Banks. (m) The Borrower shall have executed and delivered to For each Bank (other than the Additional Banks)Bank, a Revolving Loan Note payable to the account of each respective Bank in the amount of their respective Commitments. (nm) The Borrower shall have executed and delivered to For each Swing Line Lender, a Swing Line Note payable to the account of each respective Swing Line Lender in the amount of their respective Swing Line Commitments. (on) A certificate of the secretary or assistant secretary of the Borrower certifying that as of the Restatement Effective Date and after giving effect thereto and to the Loans made hereunder (i) there exists no Possible Default or Event of Default and (ii) all representations and warranties contained herein and in the Pledge Agreement (as the same may be amended by the First Amendment to the Pledge Agreement of even date herewith) shall be true and correct in all material respects. (po) A certificate of the secretary or assistant secretary of the Parent certifying that as of the Restatement Effective Date and after giving effect thereto and to the Loans made hereunder (i) there exists no Possible Default or Event of Default and (ii) all representations and warranties contained herein and in the Guaranty shall be true and correct in all material respects.

CORPORATE AND LOAN DOCUMENTS. The Borrower shall deliver or cause to be delivered to the Agents and the Banks the following documents, in all cases duly executed, delivered and/or certified, as the case may be: (a) Certified copies of the resolutions of the board of directors of the Borrower evidencing approval of the execution, delivery and performance of this Agreement and the Notes provided for herein; (b) Certified copies of resolutions of the board of directors of the Parent evidencing approval of the execution, delivery and performance of the Guaranty; (c) Copies of the Articles of Incorporation of the Borrower in effect as of the Restatement Effective DateBorrower, certified by the Ohio Secretary of State as of a recent date; (d) Copies of the Articles of Incorporation of the Parent in effect as of the Restatement Effective DateParent, certified by the Ohio Secretary of State as of a recent date; (e) Copies of the Code of Regulations of the Borrower in effect as of the Restatement Effective DateBorrower, certified as true and complete as of the Restatement Effective Closing Date by the secretary of the Borrower; (f) Copies of the Code of Regulations of the Parent in effect as of the Restatement Effective DateParent, certified as true and complete as of the Restatement Effective Closing Date by the secretary of the Parent; (g) A Borrower good standing certificate for the Borrower from the State of Ohio as of a recent date; (h) A Parent good standing certificate for the Parent from the State of Ohio as of a recent date. (i) A certificate of the secretary or assistant secretary of the Borrower certifying the names of the officers of the Borrower authorized to sign this Agreement and the Notes, together with the true signatures of such officers. (j) A certificate of the secretary or assistant secretary of the Parent certifying the names of the officers of the Parent authorized to sign the Guaranty, together with the true signatures of such officers. (k) The Borrower, the Agents, and the Banks shall have executed and delivered counterparts of the Agreement. (l) The Parent shall have executed and delivered the Guaranty to the Agents and the Banks. (m) The Borrower shall have executed and delivered to each Bank (other than the Additional Banks), a Revolving Loan Note and a Term Note payable to the account of each respective Bank in the amount of their respective CommitmentsCommitments for Revolving Loans and Term Loans. (n) The Borrower shall have executed and delivered to each Swing Line Lender, a Swing Line Note payable to the account of each respective Swing Line Lender in the amount of their respective Swing Line Commitments. (o) A certificate of the secretary or assistant secretary of the Borrower certifying that as of the Restatement Effective Closing Date and after giving effect thereto and to the Loans made hereunder (i) there exists shall exist no Possible Default or Event of Default and (ii) all representations and warranties contained herein shall be true and correct in all material respects. (po) A certificate of the secretary or assistant secretary of the Parent certifying that as of the Restatement Effective Closing Date and after giving effect thereto and to the Loans made hereunder (i) there exists shall exist no Possible Default or Event of Default and (ii) all representations and warranties contained herein shall be true and correct in all material respects.

CORPORATE AND LOAN DOCUMENTS. The Borrower shall deliver or cause to be delivered to the Agents and Agent on behalf of the Banks shall have received the following documents, in all cases duly executed, delivered and/or certified, as the case may be: (a) Certified copies of the resolutions of the board of directors of the Borrower evidencing approval of the execution, delivery and performance of this Agreement and Agreement, the Notes provided for herein;, the Side Letter and the Pledge Agreement. (b) Certified copies of resolutions of the board of directors of the Parent evidencing approval of the execution, delivery and performance of the Side Letter and the Guaranty;. (c) Copies of the Articles of Incorporation of the Borrower in effect as of the Restatement Effective Date, certified by the Ohio Secretary of State as of a recent date;. (d) Copies of the Articles of Incorporation of the Parent in effect as of the Restatement Effective Date, certified by the Ohio Secretary of State as of a recent date;. (e) Copies of the Code of Regulations of the Borrower in effect as of the Restatement Effective Date, certified as true and complete as of the Restatement Effective Date by the secretary of the Borrower;. (f) Copies of the Code of Regulations of the Parent in effect as of the Restatement Effective Date, certified as true and complete as of the Restatement Effective Date by the secretary of the Parent;. (g) A good standing certificate for the Borrower from the State of Ohio as of a recent date;. (h) A good standing certificate for the Parent from the State of Ohio as of a recent date. (i) A certificate of the secretary or assistant secretary of the Borrower certifying the names of the officers of the Borrower authorized to sign this Agreement Agreement, the Notes, the Side Letter and the NotesPledge Agreement, together with the true signatures of such officers. (j) A certificate of the secretary or assistant secretary of the Parent certifying the names of the officers of the Parent authorized to sign the Side Letter and the Guaranty, together with the true signatures of such officers. (k) The Counterparts of this Agreement duly executed and delivered by the Borrower, the Agents, Agents and the Banks shall have Banks, of the Side Letter duly executed and delivered counterparts by the Borrower, the Parent, the Agents and the Banks, of the AgreementGuaranty duly executed and delivered by the Parent and of the Pledge Agreement duly executed and delivered by the Borrower. (l) The Parent shall have executed and delivered the Guaranty to the Agents and the Banks. (m) The Borrower shall have executed and delivered to For each Bank (other than the Additional Banks)Bank, a Revolving Loan Note payable to the account of each respective Bank in the amount of their respective Commitments. (nm) The Borrower shall have executed and delivered to For each Swing Line Lender, a Swing Line Note payable to the account of each respective Swing Line Lender in the amount of their respective Swing Line Commitments. (on) A certificate of the secretary or assistant secretary of the Borrower certifying that as of the Restatement Effective Date and after giving effect thereto and to the Loans made hereunder (i) there exists no Possible Default or Event of Default and (ii) all representations and warranties contained herein and in the Pledge Agreement shall be true and correct in all material respects. (po) A certificate of the secretary or assistant secretary of the Parent certifying that as of the Restatement Effective Date and after giving effect thereto and to the Loans made hereunder (i) there exists no Possible Default or Event of Default and (ii) all representations and warranties contained herein and in the Guaranty shall be true and correct in all material respects.

CORPORATE AND LOAN DOCUMENTS. The Borrower shall deliver or cause to be delivered to the Agents Agent and the Banks the following documents, in all cases duly executed, and delivered by the Borrower and/or the Parent, and/or certified, as the case may be: (a1) Certified copies of the resolutions of the board of directors of the Borrower evidencing approval of the execution, delivery delivery, and performance of this Second Amendment to Credit Agreement and the Revolving Loan Notes provided for hereinin the form attached as Exhibit D (such notes, in the form attached as Exhibit D, are sometimes referred to herein as the "amended Revolving Loan Notes"); (b2) Certified copies of resolutions of the board Board of directors Directors of the Parent evidencing approval of the execution, delivery delivery, and performance of the Second Amendment to Guaranty; (c3) Copies of the Articles of Incorporation of the Borrower in effect as of the Restatement Effective DateBorrower, certified by the Ohio Secretary of State as of a recent date; (d4) Copies of the Articles of Incorporation of the Parent in effect as of the Restatement Effective DateParent, certified by the Ohio Secretary of State as of a recent current date; (e5) Copies of the Code of Regulations of the Borrower in effect as of the Restatement Effective DateBorrower, certified as true and complete as of the Restatement Effective Second Amendment Closing Date by the secretary Secretary of the Borrower; (f6) Copies of the Code of Regulations of the Parent in effect as of the Restatement Effective DateParent, certified as true and complete as of the Restatement Effective Second Amendment Closing Date by the secretary Secretary of the Parent; (g7) A Borrower good standing certificate for the Borrower from the State of Ohio as of a recent datecertificate; (h) 8) A Parent good standing certificate for the Parent from the State of Ohio as of a recent date.certificate; (i9) A certificate of the secretary or assistant secretary of the Borrower certifying the names of the officers of the Borrower authorized to sign this Second Amendment to Credit Agreement and the amended Revolving Loan Notes, together with the true signatures of such officers.; (j10) A certificate of the secretary or assistant secretary of the Parent certifying the names of the officers of the Parent authorized to sign the Second Amendment to Guaranty, together with the true signatures of such officers. (k) The Borrower, the Agents, and the Banks shall have executed and delivered counterparts of the Agreement. (l) The Parent shall have executed and delivered the Guaranty to the Agents and the Banks. (m) The Borrower shall have executed and delivered to each Bank (other than the Additional Banks), a Revolving Loan Note payable to the account of each respective Bank in the amount of their respective Commitments. (n) The Borrower shall have executed and delivered to each Swing Line Lender, a Swing Line Note payable to the account of each respective Swing Line Lender in the amount of their respective Swing Line Commitments. (o) A certificate of the secretary or assistant secretary of the Borrower certifying that as of the Restatement Effective Date and after giving effect thereto and to the Loans made hereunder (i) there exists no Possible Default or Event of Default and (ii) all representations and warranties contained herein shall be true and correct in all material respects. (p) A certificate of the secretary or assistant secretary of the Parent certifying that as of the Restatement Effective Date and after giving effect thereto and to the Loans made hereunder (i) there exists no Possible Default or Event of Default and (ii) all representations and warranties contained herein shall be true and correct in all material respects.;

CORPORATE AND LOAN DOCUMENTS. The Borrower shall deliver or cause to be delivered to the Agents and the Banks the following documents, in all cases duly executed, delivered and/or certified, as the case may be: (a) Certified copies of the resolutions of the board of directors of the Borrower evidencing approval of the execution, delivery and performance of this Amended Credit Agreement and the Notes provided for herein; (b) Certified copies of resolutions of the board of directors of the Parent evidencing approval of the execution, delivery and performance of the Amended Guaranty; (c) Copies of the Articles of Incorporation of the Borrower in effect as of the Restatement Effective DateBorrower, certified by the Ohio Secretary of State as of a recent date; (d) Copies of the Articles of Incorporation of the Parent in effect as of the Restatement Effective DateParent, certified by the Ohio Secretary of State as of a recent date; (e) Copies of the Code of Regulations of the Borrower in effect as of the Restatement Effective DateBorrower, certified as true and complete as of the Restatement Effective Closing Date by the secretary of the Borrower; (f) Copies of the Code of Regulations of the Parent in effect as of the Restatement Effective DateParent, certified as true and complete as of the Restatement Effective Closing Date by the secretary of the Parent; (g) A Borrower good standing certificate for the Borrower from the State of Ohio as of a recent date; (h) A Parent good standing certificate for the Parent from the State of Ohio as of a recent date. (i) A certificate of the secretary or assistant secretary of the Borrower certifying the names of the officers of the Borrower authorized to sign this Amended Credit Agreement and the Notes, together with the true signatures of such officers. (j) A certificate of the secretary or assistant secretary of the Parent certifying the names of the officers of the Parent authorized to sign the Amended Guaranty, together with the true signatures of such officers. (k) The Borrower, the Agents, and the Banks shall have executed and delivered counterparts of the Amended Credit Agreement. (l) The Parent shall have executed and delivered the Amended Guaranty to the Agents Agent and the Banks. (m) The Borrower shall have executed and delivered to each Bank (other than the Additional Banks), a Revolving Loan Note payable to the account of each respective Bank in the amount of their respective Commitments. (n) The Borrower shall have executed and delivered to each Swing Line Lender, a Swing Line Note payable to the account of each respective Swing Line Lender in the amount of their respective Swing Line Commitments. (o) A certificate of the secretary or assistant secretary of the Borrower certifying that as of the Restatement Effective Date date of this Amended Credit Agreement and after giving effect thereto and to the Loans made hereunder (i) there exists shall exist no Possible Default or Event of Default and (ii) all representations and warranties contained herein shall be true and correct in all material respects. (pn) A certificate of the secretary or assistant secretary of the Parent certifying that as of the Restatement Effective Date date of this Amended Credit Agreement and after giving effect thereto and to the Loans made hereunder (i) there exists shall exist no Possible Default or Event of Default and (ii) all representations and warranties contained herein shall be true and correct in all material respects.

CORPORATE AND LOAN DOCUMENTS. The Borrower shall deliver or cause to be delivered to the Agents and Agent on behalf of the Banks shall have received the following documents, in all cases duly executed, delivered and/or certified, as the case may be: (a) Certified copies of the resolutions of the board of directors of the Borrower evidencing approval of the execution, delivery and performance of this Agreement and Agreement, the Notes provided for herein;herein and any other Related Writing dated of even date herewith and executed and delivered by the Borrower. (b) Certified copies of resolutions of the board of directors of the Parent evidencing approval of the execution, delivery and performance of the Guaranty;Guaranty and any other Related Writing dated of even date herewith and executed and delivered by the Parent. (c) Copies of the Articles of Incorporation of the Borrower in effect as of the Restatement Effective Date, certified by the Ohio Secretary of State as of a recent date;. (d) Copies of the Articles of Incorporation of the Parent in effect as of the Restatement Effective Date, certified by the Ohio Secretary of State as of a recent date;. (e) Copies of the Code of Regulations of the Borrower in effect as of the Restatement Effective Date, certified as true and complete as of the Restatement Effective Date by the secretary of the Borrower;. (f) Copies of the Code of Regulations of the Parent in effect as of the Restatement Effective Date, certified as true and complete as of the Restatement Effective Date by the secretary of the Parent;. (g) A good standing certificate for the Borrower from the State of Ohio as of a recent date;. (h) A good standing certificate for the Parent from the State of Ohio as of a recent date. (i) A certificate of the secretary or assistant secretary of the Borrower certifying the names of the officers of the Borrower authorized to sign this Agreement Agreement, the Notes and any other Related Writing dated of even date herewith and executed and delivered by the NotesBorrower, together with the true signatures of such officers. (j) A certificate of the secretary or assistant secretary of the Parent certifying the names of the officers of the Parent authorized to sign the GuarantyGuaranty and any other Related Writing dated of even date herewith and executed and delivered by the Parent, together with the true signatures of such officers. (k) The Counterparts of this Agreement duly executed and delivered by the Borrower, the Agents, Agents and the Banks shall have Banks, of the Guaranty duly executed and delivered counterparts by the Parent and of the AgreementSecond Amendment to Pledge Agreement of even date herewith duly executed and delivered by the Borrower. (l) The Parent shall have executed and delivered the Guaranty to the Agents and the Banks. (m) The Borrower shall have executed and delivered to For each Bank (other than the Additional Banks)Bank, a Revolving Loan Note payable to the account of each respective Bank in the amount of their respective Commitments. (nm) The Borrower shall have executed and delivered to For each Swing Line Lender, a Swing Line Note payable to the account of each respective Swing Line Lender in the amount of their respective Swing Line Commitments. (on) A certificate of the secretary or assistant secretary of the Borrower certifying that as of the Restatement Effective Date and after giving effect thereto and to the Loans made hereunder (i) there exists no Possible Default or Event of Default and (ii) all representations and warranties contained herein and in the Pledge Agreement (as the same may be amended by the Second Amendment to Pledge Agreement of even date herewith) shall be true and correct in all material respects. (po) A certificate of the secretary or assistant secretary of the Parent certifying that as of the Restatement Effective Date and after giving effect thereto and to the Loans made hereunder (i) there exists no Possible Default or Event of Default and (ii) all representations and warranties contained herein and in the Guaranty shall be true and correct in all material respects.