Common use of PARTY DOCUMENTS Clause in Contracts

PARTY DOCUMENTS. On or before the Closing Date, Company shall, and shall cause Parent and Acquisition Co. to, deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender) the following with respect to Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Closing Date: (i) Certified copies of the Certificate or Articles of Incorporation of such Person, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which such Person does a material amount of business and is qualified as a foreign corporation to do business and, to the extent applicable and generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Closing Date; (ii) Copies of the Bylaws of such Person, certified as of the Closing Date by an Authorized Officer of such Person or such Person's corporate secretary or assistant secretary; (iii) Resolutions of the Board of Directors of such Person approving and authorizing the execution, delivery and performance of the Loan Documents and the Related Agreements to which it is a party, and the consummation of the transactions contemplated by the foregoing, certified as of the Closing Date by an Authorized Officer of such Person or such Person's corporate secretary or assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates with respect to each Authorized Officer of such Person executing any Loan Document or authorized to execute any notice, request or other document that may be delivered pursuant thereto; (v) Executed originals of the Credit Agreement, any Notes requested by any Lender at least one Business Day prior to the Closing Date, the Parent Guaranty, the Parent Pledge Agreement, the Finance Co. Pledge Agreement, the Acquisition Co. Guaranty, the Collateral Account Agreement and the Investment Account Agreement; and (vi) Such other documents as Agents may reasonably request.

PARTY DOCUMENTS. On or before the Closing Date, Company shall, and shall cause Parent and Acquisition Co. each other Loan Party to, deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each LenderLender and its counsel) the following with respect to Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Closing Date: (i) Certified copies of the Agreement of Limited Partnership or Certificate or Articles of Incorporation of such Person, together with a good standing certificate from the Secretary of State of its jurisdiction of formation or incorporation and each other state in which such Person does a material amount of business and is qualified as a foreign corporation Person to do business (except, with respect to Loan Parties, other than Company, any such other state or states in which failure to be qualified could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (provided that no -------- such state shall be a state in which real property of the applicable Loan Party is located)) and, to the extent applicable and generally available, a certificate or other evidence of good standing or existence as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Closing Date; (ii) Copies of the Bylaws of each such PersonPerson that is a corporation, certified as of the Closing Date by an Authorized Officer of such Person or such Person's corporate secretary or an assistant secretary; (iii) Resolutions of the Board of Directors Directors, general partner or other authorizing body of such Person approving and authorizing the execution, delivery and performance of the Loan Documents and the Related Agreements to which it is a party, and the consummation of the transactions contemplated by the foregoing, certified as of the Closing Date by the secretary or an Authorized Officer assistant secretary or general partner of such Person or such Person's corporate secretary or assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates with respect to each Authorized Officer of the officers of such Person executing any the Loan Document or authorized Documents to execute any notice, request or other document that may be delivered pursuant theretowhich it is a party; (v) Executed originals of the Credit Agreement, any Notes requested by any Lender at least one Business Day prior Loan Documents to the Closing Date, the Parent Guaranty, the Parent Pledge Agreement, the Finance Co. Pledge Agreement, the Acquisition Co. Guaranty, the Collateral Account Agreement and the Investment Account Agreementwhich such Person is a party; and (vi) Such other documents as Agents any Agent may reasonably request.

PARTY DOCUMENTS. On or before the Closing Date, Company shall, and shall deliver or cause Parent and Acquisition Co. to, deliver to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each LenderLender and its counsel) the following with respect to Holdings, Company or such Loan Party, as the case may beand each Subsidiary of Company, each, unless otherwise noted, dated the Closing Date: (i) Certified copies of the its Certificate or Articles of Incorporation (including, in the case of such PersonHoldings, the Holdings Certificate of Designation), together with a good standing certificate from the Secretary of State of its the jurisdiction of its incorporation and each other state in which such Person does a material amount of business and it is qualified as a foreign corporation to do business and, to the extent applicable and generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictionsstates, each dated a recent date prior to the Closing Date; (ii) Copies of the Bylaws of such Personits Bylaws, certified as of the Closing Date by an Authorized Officer of such Person or such Person's its corporate secretary or an assistant secretary; (iii) Resolutions of the its Board of Directors (a) approving and authorizing the execution, delivery and performance of such Person each of the Loan Documents to which it is a party, (b) approving and authorizing the execution, delivery and performance of the Related Transaction Documents to which it is a party and, (c) to the extent applicable, approving and authorizing the Transactions in accordance with and in the manner contemplated by the Loan Documents and the Related Agreements to which it is a partyTransaction Documents, and the consummation of the transactions contemplated by the foregoingin each case, certified as of the Closing Date by an Authorized Officer of such Person or such Person's its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates with respect of its officers executing each of the Loan Documents to each Authorized Officer of such Person executing any Loan Document or authorized to execute any notice, request or other document that may be delivered pursuant theretowhich it is a party; (v) Executed originals of the Credit this Agreement, any the Notes requested (duly executed in accordance with subsection 2.1E, drawn to the order of each Lender and the Swing Line Lender and with appropriate insertions) and the other Loan Documents, including, without limitation, the Holdings Pledge Agreement, the Holdings Security Agreement, the Company Security Agreement, the Company Trademark Security Agreement, the Company Pledge Agreement, the Collateral Account Agreement, the Subsidiary Guaranty executed by any Lender at least one Business Day each of Company's Subsidiaries, the Subsidiary Security Agreements executed by each of Company's Subsidiaries, the Subsidiary Trademark Security Agreements executed by each of Company's Subsidiaries, and the Subsidiary Pledge Agreements executed by each of Company's Subsidiaries; (vi) A Margin Determination Certificate demonstrating in reasonable detail the Leverage Ratio for the four consecutive Fiscal Quarters ended as of the last day of the Fiscal Quarter ended immediately prior to the Closing Date, the Parent Guaranty, the Parent Pledge Agreement, the Finance Co. Pledge Agreement, the Acquisition Co. Guaranty, the Collateral Account Agreement and the Investment Account Agreement; and (vivii) Such other documents as Agents Agent or either Arranger may reasonably request.

PARTY DOCUMENTS. On or before the Closing Date, Company shall, and shall cause Parent and Acquisition Co. each other Loan Party to, deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each LenderLender and its counsel) the following with respect to Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Closing Date: (i) Certified copies of the Certificate or Articles of Incorporation of such Person, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which such Person does a material amount of business and is qualified as a foreign corporation to do business and, to the extent applicable and generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Closing Date; (ii) Copies of the Bylaws of such Person, certified as of the Closing Date by an Authorized Officer of such Person or such Person's corporate secretary or an assistant secretary; (iii) Resolutions of the Board of Directors of such Person approving and authorizing the execution, delivery and performance of the Loan Documents and the Related Agreements to which it is a party, and the consummation of the transactions contemplated by the foregoing, certified as of the Closing Date by the corporate secretary or an Authorized Officer assistant secretary of such Person or such Person's corporate secretary or assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates with respect to each Authorized Officer of the officers of such Person executing any the Loan Document or authorized Documents to execute any notice, request or other document that may be delivered pursuant theretowhich it is a party; (v) Executed originals of the Credit this Agreement, any the Notes requested by any (duly executed in accordance with subsection 2.1E, drawn to the order of each Lender at least one Business Day prior and Swing Line Lender and with appropriate insertions) and the other Loan Documents to be executed on the Closing Date, including without limitation the Parent Guaranty, the Parent Pledge Master Assignment Agreement, substantially in the Finance Co. Pledge Agreementform of Exhibit XIV ----------- annexed hereto, executed by the Acquisition Co. GuarantyCompany and 81 the Acknowledgement and Consent, substantially in the Collateral Account Agreement form of Exhibit XIII ------------ annexed hereto, executed by the Company and each of the Investment Account Agreementother Loan Parties; and (vi) Such other documents as Agents Agent may reasonably request.

PARTY DOCUMENTS. On or before the Closing Date, Company shall, and shall cause Parent and Acquisition Co. each other Loan Party to, deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each LenderLender and its counsel) the following with respect to Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Closing Date: (i) Certified copies of the Certificate or Articles of Incorporation of such Person, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation (except for ValueRx of Iowa, Inc. and each other state in which such Person does a material amount of business and is qualified as a foreign corporation to do business MHI, Inc.) and, to the extent applicable generally available (except for Medintell Systems Corporation, MedCounter, Inc., ValueRx Pharmacy Program, Inc., ValueRx of Michigan, Inc., ValueRx of Iowa, Inc., Denali Associates, Inc., Cost Containment Corporation of America, Diagnostek of Springfield, Inc., Health Care Services, Inc., Prescription Drug Service West, Inc. and generally availableMHI, Inc.), a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictionsjurisdiction, each dated a recent date prior to the Closing Date; (ii) Copies of the Bylaws of such Person, certified as of the Closing Date by an Authorized Officer of such Person or such Person's corporate secretary or an assistant secretary; (iii) Resolutions of the Board of Directors of such Person approving and authorizing the execution, delivery and performance of the Loan Documents and the Related Agreements to which it is a party, and the consummation of the transactions contemplated by the foregoing, certified as of the Closing Date by the corporate secretary or an Authorized Officer assistant secretary of such Person or such Person's corporate secretary or assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates with respect to each Authorized Officer of the officers of such Person executing any the Loan Document or authorized Documents to execute any notice, request or other document that may be delivered pursuant theretowhich it is a party; (v) Executed originals of the Credit Agreement, any Notes requested by any Lender at least one Business Day prior Loan Documents to the Closing Date, the Parent Guaranty, the Parent Pledge Agreement, the Finance Co. Pledge Agreement, the Acquisition Co. Guaranty, the Collateral Account Agreement and the Investment Account Agreementwhich such Person is a party; and (vi) Such other documents as Agents Agent may reasonably request.

PARTY DOCUMENTS. On or before the Closing Merger Date, Company shall, and shall cause Parent and Acquisition Co. each other Loan Party (including Target) to, deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each LenderLender and its counsel) the following with respect to Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Closing Merger Date: (i) Certified copies of the Certificate or Articles of Incorporation of such Person, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which such Person does a material amount of business and is qualified as a foreign corporation to do business and, to the extent applicable and generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Closing Merger Date; (ii) Copies of the Bylaws of such Person, certified as of the Closing Merger Date by an Authorized Officer of such Person or such Person's corporate secretary or an assistant secretary; (iii) Resolutions of the Board of Directors of such Person approving and authorizing the execution, delivery and performance of the Merger Date Loan Documents and the Related Agreements to which it is a party, and approving and authorizing the consummation of the transactions Tender Offer and the Merger in the manner contemplated by the foregoingTender Offer Materials, certified as of the Closing Merger Date by the corporate secretary or an Authorized Officer assistant secretary of such Person or such Person's corporate secretary or assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates with respect to each Authorized Officer of the officers of such Person executing any the Merger Date Loan Document or authorized Documents and the Related Agreements to execute any notice, request or other document that may be delivered pursuant theretowhich it is a party; (v) Executed originals of the Credit Agreement, any Notes requested by any Lender at least one Business Day prior Merger Date Loan Documents to the Closing Date, the Parent Guaranty, the Parent Pledge Agreement, the Finance Co. Pledge Agreement, the Acquisition Co. Guaranty, the Collateral Account Agreement and the Investment Account Agreementwhich such Person is a party; and (vi) Such other documents as Agents Administrative Agent may reasonably request.

PARTY DOCUMENTS. On or before the Closing Date, Company shall, and shall deliver or cause Parent and Acquisition Co. to, deliver to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each LenderLender and its counsel) the following with respect to Holdings, Company or such Loan Party, as the case may beand each Subsidiary of Company, each, unless otherwise noted, dated the Closing Date: (i) Certified copies of the its Certificate or Articles of Incorporation (including, in the case of such PersonHoldings, the Holdings Certificate of Designation), together with a good standing certificate from the Secretary of State of its the jurisdiction of its incorporation and each other state in which such Person does a material amount of business and it is qualified as a foreign corporation to do business and, to the extent applicable and generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictionsstates, each dated a recent date prior to the Closing Date; (ii) Copies of the Bylaws of such Personits Bylaws, certified as of the Closing Date by an Authorized Officer of such Person or such Person's its corporate secretary or an assistant secretary; (iii) Resolutions of the its Board of Directors (a) approving and authorizing the execution, delivery and performance of such Person each of the Loan Documents to which it is a party, (b) approving and authorizing the execution, delivery and performance of the Related Transaction Documents to which it is a party and, (c) to the extent applicable, approving and authorizing the Transactions in accordance with and in the manner contemplated by the Loan Documents and the Related Agreements to which it is a partyTransaction Documents, and the consummation of the transactions contemplated by the foregoingin each case, certified as of the Closing Date by an Authorized Officer of such Person or such Person's its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates with respect to of its officers executing each Authorized Officer of such Person executing any Loan Document or authorized to execute any notice, request or other document that may be delivered pursuant thereto; (v) Executed originals of the Credit Agreement, any Notes requested by any Lender at least one Business Day prior Loan Documents to the Closing Date, the Parent Guaranty, the Parent Pledge Agreement, the Finance Co. Pledge Agreement, the Acquisition Co. Guaranty, the Collateral Account Agreement and the Investment Account Agreement; and (vi) Such other documents as Agents may reasonably request.which it is a party;

PARTY DOCUMENTS. On or before the Closing Initial Funding Date, Company shall, and shall and/or shall cause Parent and Acquisition Co. each other Loan Party (to the extent such Loan Party is delivering Loan Documents or Collateral Documents on the Initial Funding Date) to, deliver to Lenders (or to Administrative Agent Agents for Lenders with sufficient originally executed copies, where appropriate, for each LenderLender and its counsel) the following with respect to Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Closing Initial Funding Date; provided that documents relating to Empress Joliet need not be delivered until the Empress Joliet Acquisition Date: (i) Certified copies of the Certificate or Articles of Incorporation of such Person, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which such Person does a material amount of business and is qualified as a foreign corporation to do business and, to the extent applicable and generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Closing Initial Funding Date; (ii) Copies of the Bylaws of such Person, certified as of the Closing Initial Funding Date by an Authorized Officer of such Person or such Person's corporate secretary or an assistant secretary; (iii) Resolutions of the Board of Directors of such Person approving and authorizing the execution, delivery and performance of the Loan Documents and the Related Agreements to which it is a party, and the consummation of the transactions contemplated by the foregoing, certified as of the Closing Initial Funding Date by the corporate secretary or an Authorized Officer assistant secretary of such Person or such Person's corporate secretary or assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates with respect to each Authorized Officer of the officers of such Person executing any the Loan Document or authorized Documents to execute any notice, request or other document that may be delivered pursuant theretowhich it is a party; (v) Executed originals of the Credit Agreement, any Notes requested by any Lender at least one Business Day prior Loan Documents to which such Person is a party (to the Closing extent such Loan Documents were not delivered on the Signing Date, the Parent Guaranty, the Parent Pledge Agreement, the Finance Co. Pledge Agreement, the Acquisition Co. Guaranty, the Collateral Account Agreement and the Investment Account Agreement); and (vi) Such other documents as Agents may reasonably request.

PARTY DOCUMENTS. On or before the Closing Date, Company shallthe Borrowers shall deliver, and shall cause Parent and Acquisition Co. to, each other Loan Party to deliver to the Lenders (or to the Administrative Agent for the Lenders with sufficient originally executed copies, where appropriate, for each LenderLender and its counsel) the following with respect to Company the Borrowers or such Loan Party, as the case may be, each, unless otherwise noted, dated the Closing Date: (i) Certified copies of the Certificate or Articles of Incorporation of such PersonIncorporation, partnership agreement or other organizational document, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation organization and each other state in which such Person does a material amount of business and is qualified as a foreign corporation to do business and, to the extent applicable and generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Closing Date; (ii) Copies of the Bylaws of such Person, certified as of the Closing Date by an Authorized Officer of such Person or such Person's corporate secretary or an assistant secretarysecretary or, with respect to a partnership, such Person's general partner; (iii) Resolutions of the Board of Directors of such Person or, with respect to a partnership, any required consents of the partners, approving and authorizing the execution, delivery and performance of the Loan Documents and the Related Agreements to which it is a party, and the consummation of the transactions contemplated by the foregoing, certified as of the Closing Date by an Authorized Officer the corporate secretary of such Person or an assistant secretary, or, if applicable, the general partner of such Person's corporate secretary or assistant secretary Person as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates with respect to each Authorized Officer of the officer or partner of such Person executing any the Loan Document or authorized Documents to execute any notice, request or other document that may be delivered pursuant theretowhich it is a party; (v) Executed originals of the Credit Agreement, any Notes requested by any Lender at least one Business Day prior Loan Documents to the Closing Date, the Parent Guaranty, the Parent Pledge Agreement, the Finance Co. Pledge Agreement, the Acquisition Co. Guaranty, the Collateral Account Agreement and the Investment Account Agreement; and (vi) Such other documents as Agents may reasonably request.which such Person is a party;

PARTY DOCUMENTS. On or before the Closing Date, Company shall, shall and shall cause Parent and Acquisition Co. to, each other Loan Party to deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each LenderLender and its counsel) the following with respect to Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Closing Date: (i) Certified copies of the Certificate or Articles of Incorporation constating documents of such Person, together together, except as set forth in Schedule 4.1A(i), with a good standing certificate (or equivalent thereto) from the Secretary of State of its jurisdiction of incorporation and and, except where failure to be in good standing, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, each other state or province in which such Person does a material amount of business and it is qualified as a foreign corporation to do business and, except where failure to be in good standing, individually or in the extent applicable and generally availableaggregate, could not reasonably be expected to result in a Material Adverse Effect, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Closing Date; (ii) Copies of the Bylaws of such Person, certified as of the Closing Date by an Authorized Officer of such Person or such Person's its corporate secretary or an assistant secretary; (iii) Resolutions of the Board of Directors of such Person approving and authorizing the execution, delivery and performance of the Loan Documents and the Related Agreements to which it is a party, and the consummation of the transactions contemplated by the foregoing, certified as of the Closing Date by an Authorized Officer of such Person or such Person's its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates with respect to each Authorized Officer of the officers of such Person executing any this Agreement and the other Loan Document or authorized Documents to execute any notice, request or other document that may be delivered pursuant theretowhich it is a party; (v) Executed originals of the Credit Agreement, any Notes requested by any Lender at least one Business Day prior to the Closing Date, the Parent Guaranty, the Parent Pledge this Agreement, the Finance Co. Pledge AgreementNotes (duly executed in accordance with subsection 2.1E, drawn to the Acquisition Co. Guaranty, the Collateral Account Agreement order of each applicable Lender and with appropriate insertions) and the Investment Account Agreementother Loan Documents to which such Person is a party; and (vi) Such other documents as Co-Syndication Agents may reasonably request.

PARTY DOCUMENTS. On or before the Closing Date, Company shall, and shall cause Parent and Acquisition Co. each other Loan Party to, deliver to Lenders (or to Administrative Agent Agents for Lenders with sufficient originally executed copies, where appropriate, for each LenderLender and Agents' counsel) the following following, with respect to Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Closing DateDate and in form and substance satisfactory to Arranger, Agents and Lenders: (i) Certified copies of the Certificate or Articles of Incorporation of such Person, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which such Person does a material amount of business and is qualified as a foreign corporation to do business (except where the failure to qualify should not reasonably be expected to have a Material Adverse Effect) and, to the extent applicable and generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Closing Date; (ii) Copies of the Bylaws of such Person, certified as of the Closing Date by an Authorized Officer of such Person or such Person's corporate secretary or an assistant secretary; (iii) Resolutions of the Board of Directors of such Person approving and authorizing the execution, delivery and performance of the Loan Documents and the Related Agreements to which it is a party, and the consummation of the transactions contemplated by the foregoing, certified as of the Closing Date by the corporate secretary or an Authorized Officer assistant secretary of such Person or such Person's corporate secretary or assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates with respect to each Authorized Officer of the officers of such Person executing any the Loan Document or authorized Documents to execute any notice, request or other document that may be delivered pursuant theretowhich it is a party; (v) Executed originals of the Credit Agreement, any Notes requested by any Lender at least one Business Day prior Loan Documents to the Closing Date, the Parent Guaranty, the Parent Pledge Agreement, the Finance Co. Pledge Agreement, the Acquisition Co. Guaranty, the Collateral Account Agreement and the Investment Account Agreementwhich such Person is a party; and (vi) Such other documents as Agents may reasonably request.

PARTY DOCUMENTS. On or before the Closing Date, Company shall, and shall cause Parent and Acquisition Co. to, deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender) the following with respect to Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Closing Date: (i) Certified copies of the Certificate or Articles of Incorporation of such Person, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which such Person does a material amount of business and is qualified as a foreign corporation to do business and, to the extent applicable and generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Closing Date; (ii) Copies of the Bylaws of such Person, certified as of the Closing Date by an Authorized Officer of such Person or such Person's corporate secretary or assistant secretary; (iii) Resolutions of the Board of Directors of such Person approving and authorizing the execution, delivery and performance of the Loan Documents and the Related Agreements to which it is a party, and the consummation of the transactions contemplated by the foregoing, certified as of the Closing Date by an Authorized Officer of such Person or such Person's corporate secretary or assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates with respect to each Authorized Officer of such Person executing any Loan Document or authorized to execute any notice, request or other document that may be delivered pursuant thereto; (v) Executed originals of the Credit Agreement, any Notes requested by any Lender at least one Business Day prior to the Closing Date, the Parent Guaranty, the Parent Pledge Agreement, the Finance Co. Pledge Agreement, the Acquisition Co. Guaranty, the Collateral Account Agreement and the Investment Account Agreement; and (vi) Such other documents as Agents may reasonably request.. 76

PARTY DOCUMENTS. On or before the Closing Date, Company shall, and shall cause Parent each Subsidiary Guarantor (other than Milgray and Acquisition Co. its Subsidiaries) to, deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each LenderLender and its counsel) the following with respect to Company or such Loan PartySubsidiary Guarantor, as the case may be, each, unless otherwise noted, dated the Closing Date: (i) Certified copies of the Certificate or Articles of Incorporation of such Person, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which such Person does a material amount of business and is qualified as a foreign corporation to do business and, to the extent applicable and generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Closing Date; (ii) Copies of the Bylaws of such Person, certified as of the Closing Date by an Authorized Officer of such Person or such Person's corporate secretary or an assistant secretary; (iii) Resolutions of the Board of Directors of such Person approving and authorizing the execution, delivery and performance of the Closing Date Loan Documents and the Related Agreements to which it is a party, and approving and authorizing the consummation of the transactions Tender Offer (in the case of Company and Merger Sub) and the Merger (in the case of Company and Merger Sub) in the manner contemplated by the foregoingTender Offer Materials, certified as of the Closing Date by the corporate secretary or an Authorized Officer assistant secretary of such Person or such Person's corporate secretary or assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates with respect to each Authorized Officer of the officers of such Person executing any the Closing Date Loan Document or authorized Documents and the Related Agreements to execute any notice, request or other document that may be delivered pursuant theretowhich it is a party; (v) Executed originals of the Credit Agreement, any Notes requested by any Lender at least one Business Day prior Closing Date Loan Documents to the Closing Date, the Parent Guaranty, the Parent Pledge Agreement, the Finance Co. Pledge Agreement, the Acquisition Co. Guaranty, the Collateral Account Agreement and the Investment Account Agreementwhich such Person is a party; and (vi) Such other documents as Agents Agent may reasonably request.

PARTY DOCUMENTS. On or before the Closing Date, Company shall, and shall deliver or cause Parent and Acquisition Co. to, deliver to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each LenderLender and its counsel) the following with respect to Company or such each Loan Party, as the case may be, each, unless otherwise noted, dated the Closing Date: (i) Certified copies of the its Articles or Certificate or Articles of Incorporation certified by the Secretary of such PersonState of the jurisdiction of its incorporation, together with a good standing certificate from the Secretary of State of its the jurisdiction of incorporation its incorporation, the jurisdiction in which its principal place of business is located and each other state in which such Person does a material amount of business and it is qualified as a foreign corporation to do business and, where the failure to the extent applicable and generally available, so qualify could reasonably be expected to have a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictionsMaterial Adverse Effect, each dated a recent date prior to the Closing Date; (ii) Copies of the Bylaws of such Personits Bylaws, certified as of the Closing Date by an Authorized Officer of such Person or such Person's its corporate secretary or an assistant secretary; (iii) Resolutions of the its Board of Directors of such Person approving and authorizing the execution, delivery and performance of the Loan Documents and the Related Agreements to which it is a party, party and which are to be executed and delivered on the consummation of the transactions contemplated by the foregoingClosing Date, certified as of the Closing Date by an Authorized Officer of such Person or such Person's its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates with respect of its officers executing the Loan Documents to each Authorized Officer of such Person executing any Loan Document or authorized to execute any notice, request or other document that may be delivered pursuant theretowhich it is a party; (v) Executed originals of the Credit this Agreement, any the Notes requested by any Lender at least one Business Day prior (duly executed in accordance with subsection 2.1D, drawn to the Closing Dateorder of each Lender as applicable and the Swingline Lender and with appropriate insertions), the Parent Guaranty, the Parent Company Pledge Agreement, the Finance Co. Subsidiary Pledge AgreementAgreements, the Acquisition Co. GuarantySubsidiary Guarantees, the Collateral Account Agreement Agreement, the Mortgages, the Auxiliary Pledge Agreements and the Investment Account Agreementother Loan Documents; and (vi) an Officer's Certificate, in form and substance satisfactory to Administrative Agent, to the effect that the Indebtedness permitted under this Agreement is permitted under each of the Indentures and that the incurrence of all Indebtedness under this Agreement will not require equal and ratable security to be provided to the Senior Notes; and (vii) Such other documents as Agents Administrative Agent may reasonably request.

PARTY DOCUMENTS. On or before the Closing Date, Company Merger Sub shall, and shall cause Parent Holdings and Acquisition Co. Target to, deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each LenderLender and its counsel) the following with respect to Company Merger Sub, Holdings or such Loan PartyTarget, as the case may be, each, unless otherwise noted, dated the Closing Date: (i) Certified copies of the Certificate or Articles of Incorporation of such Person, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which such Person does a material amount of business and is qualified as a foreign corporation to do business and, to the extent applicable and generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Closing Date; (ii) Copies of the Bylaws of such Person, certified as of the Closing Date by an Authorized Officer of such Person or such Person's corporate secretary or an assistant secretary; (iii) Resolutions of the Board of Directors of such Person approving and authorizing the execution, delivery and performance of the Closing Date Loan Documents and the Related Agreements to which it is a party, and approving and authorizing the consummation of the transactions Tender Offer and the Merger in the manner contemplated by the foregoingTender Offer Materials, certified as of the Closing Date by the corporate secretary or an Authorized Officer assistant secretary of such Person or such Person's corporate secretary or assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates with respect to each Authorized Officer of the officers of such Person executing any the Closing Date Loan Document or authorized Documents and the Related Agreements to execute any notice, request or other document that may be delivered pursuant theretowhich it is a party; (v) Executed originals of the Credit Agreement, any Notes requested by any Lender at least one Business Day prior Closing Date Loan Documents to the Closing Date, the Parent Guaranty, the Parent Pledge Agreement, the Finance Co. Pledge Agreement, the Acquisition Co. Guaranty, the Collateral Account Agreement and the Investment Account Agreementwhich such Person is a party; and (vi) Such other documents as Agents Administrative Agent may reasonably request.

PARTY DOCUMENTS. On or before the Closing Date, Company shall, and shall cause Parent and Acquisition Co. each other Loan Party to, deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each LenderLender and its counsel) the following with respect to Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Closing Date: (i) Certified copies of the Certificate or Articles of Incorporation of such Person, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which such Person does a material amount of business and is qualified as a foreign corporation to do business and, to the extent applicable and generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Closing Date; (ii) Copies of the Bylaws of such Person, certified as of the Closing Date by an Authorized Officer of such Person or such Person's corporate secretary or an assistant secretary; (iii) Resolutions of the Board of Directors of such Person approving and authorizing the execution, delivery and performance of the Loan Documents and the Related Agreements to which it is a party, and to the consummation extent applicable, approving and authorizing the Transactions and all transactions related thereto, including without limitation the retirement of Company's Class A Common Stock and Class B Common Stock repurchased in the transactions contemplated by the foregoingEquity Tender Offer, in each case certified as of the Closing Date by the corporate secretary or an Authorized Officer assistant secretary of such Person or such Person's corporate secretary or assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates with respect to each Authorized Officer of the officers of such Person executing any the Loan Document or authorized Documents to execute any notice, request or other document that may be delivered pursuant theretowhich it is a party; (v) Executed originals of the Credit Agreement, any Notes requested by any Lender at least one Business Day prior Loan Documents to the Closing Date, the Parent Guaranty, the Parent Pledge Agreement, the Finance Co. Pledge Agreement, the Acquisition Co. Guaranty, the Collateral Account Agreement which such Person is a party; and the Investment Account Agreement; and 105 (vi) Such other documents as Agents Agent may reasonably request.

PARTY DOCUMENTS. On or before the Closing Date, Company shall, and shall cause Parent and Acquisition Co. each other Loan Party to, deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each LenderLender and its counsel) the following with respect to Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Closing Date: (i) Certified copies of the Certificate or Articles of Incorporation of such Person, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which such Person does a material amount of business and is qualified as a foreign corporation to do business and, to the extent applicable and generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Closing Date; (ii) Copies of the Bylaws of such Person, certified as of the Closing Date by an Authorized Officer of such Person or such Person's corporate secretary or an assistant secretary; (iii) Resolutions of the Board of Directors of such Person approving and authorizing the execution, delivery and performance of the Loan Documents and the Related Agreements to which it is a party, and to the consummation of extent applicable, approving and authorizing the transactions amendments contemplated by the foregoingthis Agreement, in each case certified as of the Closing Date by the corporate secretary or an Authorized Officer assistant secretary of such Person or such Person's corporate secretary or assistant secretary as being in full force and effect without modification modifi cation or amendment; (iv) Signature and incumbency certificates with respect to each Authorized Officer of the officers of such Person executing any the Loan Document or authorized Documents to execute any notice, request or other document that may be delivered pursuant theretowhich it is a party; (v) Executed originals of the Credit Agreement, any Notes requested by any Lender at least one Business Day prior Loan Documents to the Closing Date, the Parent Guaranty, the Parent Pledge Agreement, the Finance Co. Pledge Agreement, the Acquisition Co. Guaranty, the Collateral Account Agreement and the Investment Account Agreementwhich such Person is a party; and (vi) Such other documents as Agents Administrative Agent may reasonably request.