Common use of The Guaranty Agreement Clause in Contracts

The Guaranty Agreement. The documents listed in subparagraphs (1) through (3) above shall be collectively referred to herein as the “Transaction Documents.” In this connection, I have examined such records, certificates, corporate or other proceedings and other documents as I have considered necessary or appropriate for the purposes of rendering this opinion, including an executed counterpart of each of the Transaction Documents and the certificates of good standing for each of the Obligors as such certificates are more particularly described on Schedule II attached hereto (each a “Good Standing Certificate” and collectively, the “Good Standing Certificates”). Please be advised that I have not assumed any responsibility for making any independent investigation or verification of any factual matters stated in or represented by any of the foregoing documents or any other factual matters. Please be advised that, when used in this letter, the phrases “knowledge” and “to the best of my knowledge” and phrases having equivalent wording relate only to my conscious awareness of information. Whenever I assert knowledge in stating facts or expressing an opinion which involves a question of fact, my knowledge is based solely on the inquiry and review described herein. I have assumed (i) the genuineness of all signatures on documents reviewed by me (other than those of the Obligors); (ii) the authenticity of all documents submitted to me as originals and the conformity to authentic originals of all documents submitted to me as certified, conformed or photocopies, and that none of such documents has been amended, altered, revoked or otherwise modified; and (iii) that the laws of any jurisdiction other than the State of Ohio (except for the federal laws of the United States of America) which may govern any one or more of the Transaction Documents are not inconsistent with the laws of Ohio in any matter material to this opinion. Based on such review and upon such further investigation as I have deemed necessary and such other considerations of law and fact as I believe to be relevant, I am of the opinion, as of the date hereof or as of the date of any certificate stated to have been relied on by me, that: 1. Each of the Obligors is duly organized or formed, and, as appropriate, validly existing and, based solely on the Good Standing Certificates, in good standing in the jurisdiction of its incorporation or formation. 2. Each of the Obligors has all necessary corporate, limited liability company, or limited partnership power and authority to execute, deliver and perform the obligations to be performed by it under the Transaction Documents to which it is a party, to carry on its business as now conducted and as presently proposed to be conducted and to own, lease and operate its property. 3. The execution and delivery of, and due performance of its obligations under, the Transaction Documents to which it is a party have been duly authorized by all necessary corporate, limited liability company, or limited partnership action by each of the Obligors.

The Guaranty Agreement. The documents listed in subparagraphs (1) through (3) above shall be collectively referred to herein as the “Transaction Documents.” In this connection, I have examined such records, certificates, corporate or other proceedings and other documents as I have considered necessary or appropriate for the purposes of rendering this opinion, including an executed counterpart of each of the Transaction Documents and the certificates of good standing for each of the Obligors as such certificates are more particularly described on Schedule II attached hereto (each a “Good Standing Certificate” and collectively, the “Good Standing Certificates”). Please be advised that I have not assumed any responsibility for making any independent investigation or verification of any factual matters stated in or represented by any of the foregoing documents or any other factual matters. Please be advised that, when used in this letter, the phrases “knowledge” and “to the best of my knowledge” and phrases having equivalent wording relate only to my conscious awareness of information. Whenever I assert knowledge in stating facts or expressing an opinion which involves a question of fact, my knowledge is based solely on the inquiry and review described herein. I have assumed (i) the genuineness of all signatures on documents reviewed by me (other than those of the Obligors); (ii) the authenticity of all documents submitted to me as originals and the conformity to authentic originals of all documents submitted to me as certified, conformed or photocopies, and that none of such documents has been amended, altered, revoked or otherwise modified; and (iii) that the laws of any jurisdiction other than the State of Ohio (except for the federal laws of the United States of America) which may govern any one or more of the Transaction Documents are not inconsistent with the laws of Ohio in any matter material to this opinion. Based on such review and upon such further investigation as I have deemed necessary and such other considerations of law and fact as I believe to be relevant, I am of the opinion, as of the date hereof or as of the date of any certificate stated to have been relied on by me, that: 1. Each of the Obligors is duly organized or formed, and, as appropriate, validly existing and, based solely on the Good Standing CertificatesCertificates and the certificates delivered by or on behalf of each of the Obligors, other than the Borrower, with respect to the continuing good standing of such Obligor subsequent to the date of the Good Standing Certificate listed on Schedule II for such Obligor, in good standing in the jurisdiction of its incorporation or formation. 2. Each of the Obligors has all necessary corporate, limited liability company, or limited partnership power and authority to execute, deliver and perform the obligations to be performed by it under the Transaction Documents to which it is a party, to carry on its business as now conducted and as presently proposed to be conducted and to own, lease and operate its property. 3. The execution and delivery of, and due performance of its obligations under, the Transaction Documents to which it is a party have been duly authorized by all necessary corporate, limited liability company, or limited partnership action by each of the Obligors.

The Guaranty Agreement. The documents listed in subparagraphs (1) through (3) above shall be collectively referred to herein as the “"Transaction Documents.” " In this connection, I have examined such records, certificates, corporate or other proceedings and other documents as I have considered necessary or appropriate for the purposes of rendering this opinion, including an executed counterpart of each of the Transaction Documents and the certificates of good standing for each of the Obligors as such certificates are more particularly described on Schedule II I attached hereto (each a “"Good Standing Certificate” " and collectively, the “"Good Standing Certificates”"). Please be advised that I have not assumed any responsibility for making any independent investigation or verification of any factual matters stated in or represented by any of the foregoing documents or any other factual matters. Please be advised that, when used in this letter, the phrases “"knowledge” " and “"to the best of my knowledge” " and phrases having equivalent wording relate only to my conscious awareness of information. Whenever I assert knowledge in stating facts or expressing an opinion which involves a question of fact, my knowledge is based solely on the inquiry and review described herein. I have assumed (i) the genuineness of all signatures on documents reviewed by me (other than those of the Obligors); (ii) the authenticity of all documents submitted to me as originals and the conformity to authentic originals of all documents submitted to me as certified, conformed or photocopiesphotostatic copies, and that none of such documents has been amended, altered, revoked or otherwise modified; and (iii) that the laws of any jurisdiction other than the State of Ohio (except for the federal laws of the United States of America) which may govern any one or more of the Transaction Documents are not inconsistent with the laws of Ohio in any matter material to this opinion. Based on such review and upon such further investigation as I have deemed necessary and such other considerations of law and fact as I believe to be relevant, I am of the opinion, as of the date hereof or as of the date of any certificate stated to have been relied on by me, that: 1. Each of the Obligors is duly organized or formed, and, as appropriate, validly existing and, based solely on the Good Standing Certificates, in good standing in the jurisdiction of its incorporation or formation. 2. Each of the Obligors has all necessary corporate, limited liability company, corporate or limited partnership other power and authority to execute, deliver and perform the obligations to be performed by it under the Transaction Documents to which it is a party, to carry on its business as now conducted and as presently proposed to be conducted and to own, lease and operate its property. 3. The execution and delivery of, and due performance of its obligations under, the Transaction Documents to which it is a party have been duly authorized by all necessary corporate, limited liability company, corporate or limited partnership other action by each of the Obligors.