Common use of A Certificate of the Secretary of the Borrower certifying as to Clause in Contracts

A Certificate of the Secretary of the Borrower certifying as to. (i) the resolutions of the board of directors of the Borrower approving the execution and delivery of this Amendment, (ii) the fact that the certificate of incorporation and bylaws of the Borrower, which were certified and delivered to the Lender pursuant to the Certificate of Authority of the Borrower's secretary or assistant secretary dated as of October 9, 1998 in connection with the execution and delivery of the Credit Agreement continue in full force and effect and have not been amended or otherwise modified except as set forth in the Certificate to be delivered, and (iii) certifying that the officers and agents of the Borrower who have been certified to the Lender, pursuant to the Certificate of Authority of the Borrower's secretary or assistant secretary dated as of October 9, 1998, as being authorized to sign and to act on behalf of the Borrower continue to be so authorized or setting forth the sample signatures of each of the officers and agents of the Borrower authorized to execute and deliver this Amendment and all other documents, agreements and certificates on behalf of the Borrower.

A Certificate of the Secretary of the Borrower certifying as to. (i) the resolutions of the board of directors of the Borrower approving the execution and delivery of this Amendment, (ii) the fact that the certificate articles of incorporation and bylaws of the Borrower, which were certified and delivered to the Lender pursuant to the Certificate of Authority of the Borrower's Borrower"s secretary or assistant secretary dated as of October 9December 8, 1998 2000 in connection with the execution and delivery of the Credit Agreement continue in full force and effect and have not been amended or otherwise modified except as set forth in the Certificate to be delivered, and (iii) certifying that the officers and agents of the Borrower who have been certified to the Lender, pursuant to the Certificate of Authority of the Borrower's Borrower"s secretary or assistant secretary dated as of October 9December 8, 19982000, as being authorized to sign and to act on behalf of the Borrower continue to be so authorized or setting forth the sample signatures of each of the officers and agents of the Borrower authorized to execute and deliver this Amendment and all other documents, agreements and certificates on behalf of the Borrower.

A Certificate of the Secretary of the Borrower certifying as to. (i) the resolutions of the board of directors of the Borrower approving the execution and delivery of this Amendment, (ii) the fact that the certificate Articles of incorporation Incorporation and bylaws Bylaws of the Borrower, which were certified and delivered to the Lender pursuant to the Certificate of Authority of the Borrower's secretary or assistant secretary Secretary dated as of October 9May 16, 1998 in connection with the execution and delivery of the Credit Agreement 1997 continue in full force and effect and have not been amended or otherwise modified except as set forth in the Certificate to be delivered, and (iii) certifying that the officers and agents of the Borrower who have been certified to the Lender, pursuant to the Certificate of Authority of the Borrower's secretary or assistant secretary Secretary dated as of October 9May 16, 19981997, as being authorized to sign and to act on behalf of the Borrower continue to be so authorized or setting forth the sample signatures of each of the officers and agents of the Borrower authorized to execute and deliver this Amendment and all other documents, agreements and certificates on behalf of the Borrower.

A Certificate of the Secretary of the Borrower certifying as to. (i1) the resolutions of the board of directors of the Borrower approving the execution and delivery of this AmendmentAmended and Restated Credit and Security Agreement and the Revolving Note, (ii2) the fact that the certificate Articles of incorporation Incorporation and bylaws Bylaws of the Borrower, which were certified and delivered to the Lender pursuant to the Certificate of Authority of the Borrower's secretary or assistant secretary Secretary dated as of October 9June 26, 1998 in connection with the execution and delivery of the Credit Agreement 1997, continue in full force and effect and have not been amended or otherwise modified except as set forth in Certificates previously delivered or the Certificate to be delivered, and (iii3) certifying that the officers and agents of the Borrower who have been certified to the Lender, pursuant to the Certificate of Authority of the Borrower's secretary or assistant secretary Secretary dated as of October 9June 26, 19981997, as being authorized to sign and to act on behalf of the Borrower continue to be so authorized or setting forth the sample signatures of each of the officers and agents of the Borrower authorized to execute and deliver this Amendment Agreement and all other documents, agreements and certificates on behalf of the Borrower.