Common use of A Certificate of the Secretary Clause in Contracts

A Certificate of the Secretary. of the Borrower certifying as to (1) the resolutions of the board of directors of the Borrower approving the execution and delivery of this Amendment, (2) 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 dated as of August 17, 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 (3) certifying that the officers and agents of the Borrower who have been certified to the Lender, pursuant to the Certificate of Authority, 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 (1i) the resolutions of the board of directors of the Borrower approving the execution and delivery of this AmendmentAmendment and the Share Exchange Agreement, together with the performance of the terms, provisions and transactions contemplated therein, (2ii) 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 secretary or assistant secretary dated as of August 17May 31, 1995 (the "Certificate of Authority") in connection with the execution and delivery of the Credit Agreement 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 (3iii) certifying that the officers and agents of the Borrower who have been certified to the Lender, pursuant to the Certificate of AuthorityAuthority of the Borrower's secretary or assistant secretary dated as of May 31, 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 (1i) the resolutions of the board of directors of the Borrower approving the execution and delivery of the Revolving Note and this Third Amendment, (2ii) 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 its Certificate of Authority of the Borrower's Secretary dated as of August 17June 26, 1995 (the "Certificate of Authority") 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 (3iii) certifying that the officers and agents of the Borrower who have been certified to the Lender, pursuant to the Certificate of AuthorityAuthority dated as of June 26, 1997, 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 (1) the resolutions of the board of directors of the Borrower approving the execution and delivery of this Eighth Amendment, (2) 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 dated as of August 17, 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 (3) certifying that the officers and agents of the Borrower who have been certified to the Lender, pursuant to the Certificate of Authority, 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.