Common use of Borrower Documents Clause in Contracts

Borrower Documents. On or before the Closing Date, each Borrower and, in the case of ▇▇▇▇ Japan, both New ▇▇▇▇ Japan and RGS Japan (PROVIDED that in the case of RGS Japan, it is understood that such actions shall be taken immediately upon consummation of the purchase by New ▇▇▇▇ Japan of all of the outstanding capital stock of RGS Japan) shall deliver or cause to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the Closing Date: (i) Certified copies of its Certificate or Articles of Incorporation, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which it is qualified as a foreign corporation to do business and, to the extent 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, and in the case of New ▇▇▇▇ Japan, RGS Japan and ▇▇▇▇ UK, the comparable or equivalent documentation under the laws of the applicable Governmental Authority, each dated a recent date prior to the Closing Date. (ii) Copies of its Bylaws, certified as of the Closing Date by its corporate secretary or an assistant secretary, and in the case of New ▇▇▇▇ Japan, RGS Japan and ▇▇▇▇ UK, the comparable or equivalent documentation. (iii) Resolutions of its Board of Directors approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and Related Agreements to which it is a party, certified as of the Closing Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates of its officers executing this Agreement and the other Loan Documents to which it is a party; (v) Executed and acknowledged (where applicable) originals of this Agreement, the Notes (duly executed in accordance with subsection 2.1F, drawn to the order of each applicable Lender and with appropriate insertions) and the other Loan Documents to which it is a party, which Loan Documents shall include: a. in the case of Company: a Collateral Account Agreement, Blocked Account Agreements, any applicable Collateral Access Agreements, Lock Box Agreements, Guaranties of the Obligations of ▇▇▇▇ Japan and ▇▇▇▇ UK, Pledge Agreements pledging 100% of the stock of its Domestic Subsidiaries and 66% of the stock of its Foreign Subsidiaries, a Security Agreement, a Trademark Security Agreement, a Patent Security Agreement, Mortgages and the Share Transfer Agreement (as executed by Company and Tomita); b. in the case of RGS Japan with respect to its Obligations: a Collateral Account Agreement, Blocked Account Agreements, Security Agreements, a Trademark Security Agreement, a Patent Security Agreement, any applicable Collateral Access Agreements and Mortgages; c. in the case of New ▇▇▇▇ Japan: a Guaranty of the Obligations of RGS Japan and a Pledge Agreement pledging 100% of the stock of RGS Japan; d. in the case of ▇▇▇▇ UK with respect to its Obligations: a Collateral Account Agreement, Blocked Account Agreements, any applicable Collateral Access Agreements, a Security Agreement, a Trademark Security Agreement, a Patent Security Agreement and Mortgages;

Borrower Documents. On or before the Closing Effective Date, each Borrower and, in the case of ▇▇▇▇ Japan, both New ▇▇▇▇ Japan and RGS Japan (PROVIDED that in the case of RGS Japan, it is understood that such actions shall be taken immediately upon consummation of the purchase by New ▇▇▇▇ Japan of all of the outstanding capital stock of RGS Japan) shall deliver or cause to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the Closing Effective Date: (i) Certified copies of its Certificate or Articles of Incorporation, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which it is qualified as a foreign corporation to do business and, to the extent generally availableavailable and except with respect to those jurisdictions set forth on Schedule 4.1A, 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, and in the case of New ▇▇▇▇ UK, ▇▇▇▇ France and ▇▇▇▇ Japan, RGS Japan and ▇▇▇▇ UK, the comparable or equivalent documentation under the laws of the applicable Governmental Authority, each dated a recent date prior to the Closing Effective Date.; (ii) Copies of its Bylaws, certified as of the Closing Effective Date by its corporate secretary or an assistant secretary, and in the case of New ▇▇▇▇ UK, ▇▇▇▇ France and ▇▇▇▇ Japan, RGS Japan and ▇▇▇▇ UK, the comparable or equivalent documentation., certified as of the Effective Date by a duly authorized officer; (iii) Resolutions of its Board of Directors approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and Related Agreements to which it is a party, certified as of the Closing Effective Date by its corporate secretary or secretary, an assistant secretary or other duly authorized officer as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates of its officers executing this Agreement and the other Loan Documents to which it is a party; (v) Executed and acknowledged (where applicable) originals of this Agreement, the Notes (duly executed in accordance with subsection 2.1F2.1E, drawn to the order of each applicable Lender and with appropriate insertions) and the other Loan Documents to which it is a partyparty and which are required to be delivered on the Effective Date, which Loan Documents shall include: a. in the case of Company: a Collateral Account Agreement, Blocked Account Agreements, any applicable Collateral Access Agreements, Lock Box Agreements, Guaranties of the Obligations of ▇▇▇▇ Japan UK, ▇▇▇▇ France and ▇▇▇▇ UKJapan, Pledge Security Agreements pledging 100% of the stock of its Domestic Subsidiaries and/or amendments thereto and 66% of the stock of its Foreign SubsidiariesMortgages and/or amendments thereto, a Security Agreement, a Trademark Security Agreement, a Patent Security Agreement, Mortgages and the Share Transfer Agreement (as executed by Company and Tomita)if any; b. in the case of RGS Japan with respect to its Obligations▇▇▇▇ UK: a Collateral Account Agreement, Blocked Account Agreements, Security Agreements, a Trademark Security Agreement, a Patent Security Agreement, any applicable Collateral Access Agreements and Mortgages, if any; c. in the case of New ▇▇▇▇ JapanFrance: a Guaranty of the Obligations of RGS Japan and a Pledge Agreement pledging 100% of the stock of RGS JapanCollateral Account Agreement, Security Agreements and/or amendments thereto, if any; d. in the case of ▇▇▇▇ UK with respect to its ObligationsJapan: a Collateral Account Agreement, Blocked Account Agreements, any applicable Collateral Access Agreements, a Security Agreement, a Trademark Security Agreement, a Patent Security Agreement and Mortgages;

Borrower Documents. On or before the Closing Date, each Borrower and, in the case of ▇▇▇▇ Japan, both New ▇▇▇▇ Japan and RGS Japan (PROVIDED provided that in -------- the case of RGS Japan, it is understood that such actions shall be taken immediately upon consummation of the purchase by New ▇▇▇▇ Japan of all of the outstanding capital stock of RGS Japan) shall deliver or cause to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the Closing Date: (i) Certified copies of its Certificate or Articles of Incorporation, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which it is qualified as a foreign corporation to do business and, to the extent 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, and in the case of New ▇▇▇▇ Japan, RGS Japan and ▇▇▇▇ UK, the comparable or equivalent documentation under the laws of the applicable Governmental Authority, each dated a recent date prior to the Closing Date.. 105 (ii) Copies of its Bylaws, certified as of the Closing Date by its corporate secretary or an assistant secretary, and in the case of New ▇▇▇▇ Japan, RGS Japan and ▇▇▇▇ UK, the comparable or equivalent documentation. (iii) Resolutions of its Board of Directors approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and Related Agreements to which it is a party, certified as of the Closing Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates of its officers executing this Agreement and the other Loan Documents to which it is a party; (v) Executed and acknowledged (where applicable) originals of this Agreement, the Notes (duly executed in accordance with subsection 2.1F, drawn to the order of each applicable Lender and with appropriate insertions) and the other Loan Documents to which it is a party, which Loan Documents shall include: a. in the case of Company: a Collateral Account Agreement, Blocked Account Agreements, any applicable Collateral Access Agreements, Lock Box Agreements, Guaranties of the Obligations of ▇▇▇▇ Japan and ▇▇▇▇ UK, Pledge Agreements pledging 100% of the stock of its Domestic Subsidiaries and 66% of the stock of its Foreign Subsidiaries, a Security Agreement, a Trademark Security Agreement, a Patent Security Agreement, Mortgages and the Share Transfer Agreement (as executed by Company and Tomita); b. in the case of RGS Japan with respect to its Obligations: a Collateral Account Agreement, Blocked Account Agreements, Security Agreements, a Trademark Security Agreement, a Patent Security Agreement, any applicable Collateral Access Agreements Agreements, Mortgages and Mortgagesthe Assumption Agreement; c. in the case of New ▇▇▇▇ Japan: a Guaranty of the Obligations of RGS Japan and Japan, a Pledge Agreement pledging 100% of the stock of RGS JapanJapan and the Assumption Agreement; d. in the case of ▇▇▇▇ UK with respect to its Obligations: a Collateral Account Agreement, Blocked Account Agreements, any applicable Collateral Access Agreements, a Security Agreement, a Trademark Security Agreement, a Patent Security Agreement and Mortgages;

Borrower Documents. On or before the Closing Effective Date, each Borrower and, in the case of ▇▇▇▇ Japan, both New ▇▇▇▇ Japan and RGS Japan (PROVIDED that in the case of RGS Japan, it is understood that such actions shall be taken immediately upon consummation of the purchase by New ▇▇▇▇ Japan of all of the outstanding capital stock of RGS Japan) shall deliver or cause to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the Closing Effective Date: (i) Certified copies of its Certificate or Articles of Incorporation, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which it is qualified as a foreign corporation to do business and, to the extent 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, and in the case of New ▇▇▇▇ UK, ▇▇▇▇ France and ▇▇▇▇ Japan, RGS Japan and ▇▇▇▇ UK, the comparable or equivalent documentation under the laws of the applicable Governmental Authority, each dated a recent date prior to the Closing Effective Date.; (ii) Copies of its Bylaws, certified as of the Closing Effective Date by its corporate secretary or an assistant secretary, and in the case of New ▇▇▇▇ UK, ▇▇▇▇ France and ▇▇▇▇ Japan, RGS Japan and ▇▇▇▇ UK, the comparable or equivalent documentation., certified as of the Effective Date by a duly authorized officer; (iii) Resolutions of its Board of Directors approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and Related Agreements to which it is a party, certified as of the Closing Effective Date by its corporate secretary or secretary, an assistant secretary or other duly authorized officer as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates of its officers executing this Agreement and the other Loan Documents to which it is a party; (v) Executed and acknowledged (where applicable) originals of this Agreement, the Notes (duly executed in accordance with subsection 2.1F2.1E, drawn to the order of each applicable Lender and with appropriate insertions) and the other Loan Documents to which it is a party, which Loan Documents shall include: a. in the case of Company: a Collateral Account Agreement, Blocked Account Agreements, any applicable Collateral Access Agreements, Lock Box Agreements, Guaranties of the Obligations of ▇▇▇▇ Japan UK, ▇▇▇▇ France and ▇▇▇▇ UKJapan, Pledge Agreements pledging 100% of the stock of its Domestic Subsidiaries and 66% of the stock of its Foreign Subsidiaries, a Security Agreement, a Trademark Security Agreement, a Patent Security AgreementAgreement and Mortgages, Mortgages and the Share Transfer Agreement (as executed by Company and Tomita)if any; b. in the case of RGS Japan with respect to its Obligations: a Collateral Account Agreement, Blocked Account Agreements, Security Agreements, a Trademark Security Agreement, a Patent Security Agreement, any applicable Collateral Access Agreements and Mortgages; c. in the case of New ▇▇▇▇ Japan: a Guaranty of the Obligations of RGS Japan and a Pledge Agreement pledging 100% of the stock of RGS Japan; d. in the case of ▇▇▇▇ UK with respect to its ObligationsUK: a Collateral Account Agreement, Blocked Account Agreements, any applicable Collateral Access Agreementsa Pledge Agreement, a Security Agreement, a Trademark Security Agreement, a Patent Security Agreement and Mortgages, if any; c. in the case of ▇▇▇▇ France: a Collateral Account Agreement, a Pledge Agreement, a Security Agreement, a Trademark Security Agreement and a Mortgage, if any; d. in the case of ▇▇▇▇ Japan: a Collateral Account Agreement, a Security Agreement, a Trademark Security Agreement, a Patent Security Agreement and Mortgages, if any;

Borrower Documents. On or before the Closing Restatement Effective Date, each Borrower and, in the case of ▇▇▇▇ Japan, both New ▇▇▇▇ Japan and RGS Japan (PROVIDED that in the case of RGS Japan, it is understood that such actions shall be taken immediately upon consummation of the purchase by New ▇▇▇▇ Japan of all of the outstanding capital stock of RGS Japan) shall deliver or cause to be delivered to Administrative Agent and Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, copies for each Lender and its counselLender) the following, each, unless otherwise noted, dated the Closing Restatement Effective Date: (i) Certified copies 1. Copies of its Certificate or Articles of Incorporation, together with a good standing certificate from certified by the Secretary of State of its jurisdiction the State of incorporation and each other state in which it is qualified Georgia as a foreign corporation to do business and, to the extent 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, and in the case of New ▇▇▇▇ Japan, RGS Japan and ▇▇▇▇ UK, the comparable or equivalent documentation under the laws of the applicable Governmental Authority, each dated a recent date prior to the Closing Restatement Effective Date and by its corporate secretary or an assistant secretary as of the Restatement Effective Date.; (ii) 2. Copies of its Bylaws, certified as of the Closing Restatement Effective Date by its corporate secretary or an assistant secretary, and in the case of New ▇▇▇▇ Japan, RGS Japan and ▇▇▇▇ UK, the comparable or equivalent documentation.; (iii) 3. Resolutions of its Board of Directors approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and Related Agreements to which it is a party, the execution, delivery and payment of the Notes and approving and authorizing any documents, instruments or certificates required to be executed by it in connection with this Agreement and the other Loan Documents and Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, all in form and substance satisfactory to Agents and their counsel, all certified as of the Closing Restatement Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) 4. Signature and incumbency certificates of its officers executing this Agreement and the other Loan Documents to which it is a party, the Term Notes, the Working Capital Notes and the Swing Line Note, the Related Agreements and any documents, instruments or certificates to be delivered in connection therewith; (v) 5. Executed and acknowledged (where applicable) originals copies of this Agreement, the Notes (duly executed in accordance with subsection 2.1FFirst Amendment to Borrower Security Agreement dated as of November 15, drawn to the order of each applicable Lender and with appropriate insertions) 1996 and the other Loan Documents and Related Agreements to which it is a party, which Loan Documents shall include: a. in the case of Company: a Collateral Account Agreement, Blocked Account Agreements, any applicable Collateral Access Agreements, Lock Box Agreements, Guaranties of the Obligations of ▇▇▇▇ Japan and ▇▇▇▇ UK, Pledge Agreements pledging 100% of the stock of its Domestic Subsidiaries and 66% of the stock of its Foreign Subsidiaries, a Security Agreement, a Trademark Security Agreement, a Patent Security Agreement, Mortgages and the Share Transfer Agreement (as executed by Company and Tomita); b. in 6. Good standing certificates, including certification of tax status, certified by the case Secretary of RGS Japan with respect State of Georgia, each dated a recent date prior to its Obligations: a Collateral Account Agreement, Blocked Account Agreements, Security Agreements, a Trademark Security Agreement, a Patent Security Agreement, the Restatement Effective Date; and 7. Such other documents as Administrative Agent or any applicable Collateral Access Agreements and Mortgages; c. in the case of New ▇▇▇▇ Japan: a Guaranty of the Obligations of RGS Japan and a Pledge Agreement pledging 100% of the stock of RGS Japan; d. in the case of ▇▇▇▇ UK with respect to its Obligations: a Collateral Account Agreement, Blocked Account Agreements, any applicable Collateral Access Agreements, a Security Agreement, a Trademark Security Agreement, a Patent Security Agreement and Mortgages;Lender may reasonably request.