Common use of A Certificate of the Secretary 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 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 secretary or assistant secretary dated as of December 8, 2000, 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 December 8, 2000, 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 articles 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 's Secretary dated as of December 8June 26, 20001997, 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 's Secretary dated as of December 8June 26, 20001997, 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.

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 AmendmentThird Amendment and the Replacement Note, (ii2) the fact that the articles 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 's Secretary dated as of December 8March 26, 20001996, 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 's Secretary dated as of December 8March 26, 20001996, 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 Third 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 Eighth Amendment, (ii2) the fact that the articles 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 's Secretary dated as of December 8August 17, 2000, 1995 (the "Certificate of Authority") 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 (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 dated as of December 8, 2000Authority, 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 Eighth 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 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 secretary or assistant secretary dated as of December 8October 24, 2000, 2006 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 December 829, 20002006, 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 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 's secretary or assistant secretary dated as of December 8July 30, 2000, 1996 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 's secretary or assistant secretary dated as of December 8July 30, 20001996, 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 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 's secretary or assistant secretary dated as of December 8April 3, 2000, 2001 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 's secretary or assistant secretary dated as of December 8April 3, 2000, 2001 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.. Section 22.4 Payment of the fee described in paragraph 13. Section 22.5 Such other matters as the Lender may require. ARTICLE XXIII

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 the Revolving Note and this Third Amendment, (ii) the fact that the articles of incorporation and bylaws of the Borrower, which were certified and delivered to the Lender pursuant to the its Certificate of Authority of the Borrower’s secretary or assistant secretary dated as of December 8June 26, 2000, 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 dated as of December 8June 26, 20001997, 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 the Revolving Note and this Third 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 AmendmentFifth Amendment and the Note, (ii2) the fact that the articles 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 's Secretary dated as of December 8March 26, 20001996, 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 's Secretary dated as of December 8March 26, 20001996, 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 Fourth Amendment and all other documents, agreements and certificates on behalf of the Borrower.