Common use of Certificate of Authorized Officer Clause in Contracts

Certificate of Authorized Officer. The undersigned hereby certifies to the Agent that (1) each of the Loan Parties has previously delivered to the Agent a true, correct and complete copy of its Organization Documents (collectively, the "Delivered Organization Documents"), (2) since such delivery, there has been no change in the Delivered Organization Documents except for those changes attached, and no such document has been repealed, revoked, rescinded or amended in any respect, and each remains in full force and effect, (3) each of the Loan Parties remains in good standing in the jurisdiction of its organization, (4) the resolutions (the "Delivered Resolutions") previously delivered to the Agent by the Loan Parties authorize the execution, delivery and performance of the foregoing Amendment, (5) the Delivered Resolutions authorize the Person(s) holding the office(s) indicated above or, if none, the office(s) held by the Person(s) executing the foregoing (the "Authorized Executing Office") to execute the foregoing on behalf of the respective Loan Parties, (6) each Person executing the foregoing Amendment on behalf of a Loan Party has been duly elected and now holds the Authorized Executing Office set forth below his(her) name, and the signature set forth above is his(her) true signature, (7) the undersigned is authorized to deliver this Certificate on behalf of each of the Loan Parties, and (8) the Agent may conclusively rely on this Certificate unless and until superseding documents shall be delivered to the Agent. Type/Print Name: Xxx X. Xxxxxxxx Financial Statement Date: _____________________________________ To: Bank of the West, as Agent Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of June 17, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement"; the terms defined therein being used herein as therein defined), among AMVAC Chemical Corporation, a California corporation (the "Company"), the Designated Borrowers from time to time party thereto, the other Loan Parties and Lenders from time to time party thereto, and Bank of the West, as Agent, L/C Issuer and Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the _________________________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to Agent on the behalf of the Company, and that: [Use following paragraph 1 for fiscal year-end financial statements]

Certificate of Authorized Officer. The undersigned hereby certifies to the Agent that (1) each of the Loan Parties has previously delivered to the Agent a true, correct and complete copy of its Organization Documents (collectively, the "“Delivered Organization Documents"”), (2) since such delivery, there has been no change in the Delivered Organization Documents except for those changes attached, and no such document has been repealed, revoked, rescinded or amended in any respect, and each remains in full force and effect, (3) each of the Loan Parties remains in good standing in the jurisdiction of its organization, (4) the resolutions (the "“Delivered Resolutions"”) previously delivered to the Agent by the Loan Parties authorize the execution, delivery and performance of the foregoing Amendment, (5) the Delivered Resolutions authorize the Person(s) holding the office(s) indicated above or, if none, the office(s) held by the Person(s) executing the foregoing (the "“Authorized Executing Office"”) to execute the foregoing on behalf of the respective Loan Parties, (6) each Person executing the foregoing Amendment on behalf of a Loan Party has been duly elected and now holds the Authorized Executing Office set forth below his(her) name, and the signature set forth above is his(her) true signature, (7) the undersigned is authorized to deliver this Certificate on behalf of each of the Loan Parties, and (8) the Agent may conclusively rely on this Certificate unless and until superseding documents shall be delivered to the Agent. /s/ Xxxxxxx X. Xxxxxxxx Type/Print Name: Xxx Xxxxxxx X. Xxxxxxxx CAO, General Counsel and Secretary Bank of the West $ 60,000,000.00 24.000000000 % BMO Xxxxxx Bank, N.A. $ 53,000,000.00 21.200000000 % Xxxxx Fargo Bank, N.A. $ 53,000,000.00 21.200000000 % AgStar Financial Services, PCA $ 47,000,000.00 18.800000000 % GreenStone Farm Credit Services, ACA $ 27,000,000.00 10.800000000 % Umpqua Bank $ 10,000,000.00 4.000000000 % Financial Statement Date: _____________________________________ To: Bank of the West, as Agent Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of June 17, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "“Agreement"”; the terms defined therein being used herein as therein defined), among AMVAC Chemical Corporation, a California corporation (the "“Company"”), the Designated Borrowers from time to time party thereto, the other Loan Parties and Lenders from time to time party thereto, and Bank of the West, as Agent, L/C Issuer and Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the _________________________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to Agent on the behalf of the Company, and that: [Use following paragraph 1 for fiscal year-end financial statements]:

Certificate of Authorized Officer. The undersigned hereby certifies to the Agent and each Lender that (1) each of the Loan Parties Party has previously delivered to the Agent a true, correct and complete copy of its Organization Documents such Loan Party’s organizational documents (collectively, the "“Delivered Organization Documents"”), (2) since such delivery, there has been no change in the Delivered Organization Documents except for those changes attachedattached hereto, and and, except as disclosed on an attachment, no such document has been repealed, revoked, rescinded or amended in any respect, and each remains in full force and effect, (3) each of the Loan Parties Party remains in good standing in the jurisdiction of its organization, (4) except for those resolutions attached hereto (which were duly adopted by the parties named therein), the resolutions (the "“Delivered Resolutions"”) previously delivered to the Agent by the Loan Parties authorize the execution, delivery and performance of the foregoing AmendmentAmendment by the Loan Parties, (5) the Delivered Resolutions authorize the Person(s) holding the office(s) indicated above or, if none, the office(s) held by the Person(s) executing the foregoing (the "“Authorized Executing Office"”) to execute the foregoing Amendment on behalf of the respective applicable Loan Parties, (6) each the Person executing the foregoing Amendment on behalf of a each Loan Party has been duly elected and now holds the Authorized Executing Office set forth below his(her) name, and the signature set forth above is his(her) true signature, (7) the undersigned is authorized to deliver this Certificate on behalf of each of the Loan PartiesParty, and (8) the Agent and each Lender may conclusively rely on this Certificate unless and until superseding documents shall be delivered to the Agent. TypeM/Print Name: Xxx X. Xxxxxxxx Financial Statement DateI HOMES, INC., as the Borrower and the parent of each Guarantor By: _____________________________________ To: Bank of the West, as Agent Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of June 17, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement"; the terms defined therein being used herein as therein defined), among AMVAC Chemical Corporation, a California corporation (the "Company"), the Designated Borrowers from time to time party thereto, the other Loan Parties and Lenders from time to time party thereto, and Bank of the West, as Agent, L/C Issuer and Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the _________________________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to Agent on the behalf of the Company, and that: [Use following paragraph 1 for fiscal year-end financial statements]

Certificate of Authorized Officer. The undersigned undersigned, an Authorized Officer of Mentor Corporation, a Minnesota corporation (the "Borrower"), hereby certifies to the Agent that (1) each of the Loan Parties has previously delivered other parties to the Agent a trueCredit Agreement dated as of May 25, correct and complete copy of its Organization Documents 2005 (collectivelyas amended, supplemented or otherwise modified prior to the date hereof, the "Delivered Organization DocumentsCredit Agreement")) among the Borrower, Bank of the West, a California banking corporation, as Administrative Agent and the Lenders from time to time party thereto that, as of the date hereof, (2a) since such delivery, there no event has been no change occurred that could result in the Delivered Organization Documents except for those changes attached, and no such document has been repealed, revoked, rescinded or amended in any respect, and each remains in full force and effect, (3) each of the Loan Parties remains in good standing in the jurisdiction of its organization, (4) the resolutions (the "Delivered Resolutions") previously delivered to the Agent by the Loan Parties authorize the execution, delivery and performance of the foregoing Amendment, (5) the Delivered Resolutions authorize the Person(s) holding the office(s) indicated above or, if none, the office(s) held by the Person(s) executing the foregoing (the "Authorized Executing Office") to execute the foregoing on behalf of the respective Loan Parties, (6) each Person executing the foregoing Amendment on behalf of a Loan Party has been duly elected and now holds the Authorized Executing Office set forth below his(her) name, and the signature set forth above is his(her) true signature, (7) the undersigned is authorized to deliver this Certificate on behalf of each of the Loan PartiesMaterial Adverse Effect, and (8) b) no event has occurred that would be a Potential Default or Event of Default under the Agent may conclusively rely on Credit Agreement. Terms used in this Certificate unless are used as defined in the Credit Agreement. Executed this 26th day of September, 2008. MENTOR CORPORATION, a Minnesota corporation By: /s/Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Vice President General Counsel and until superseding documents shall be delivered to the Agent. Type/Print Name: Xxx X. Xxxxxxxx Financial Statement Date: Secretary This Guaranty (this "Guaranty") is made as of _____________________________________ To: Bank , 2008, by and among the undersigned (the "Guarantor"), in favor of the WestBANK OF THE WEST, a California banking corporation, as Administrative Agent Ladies (the "Administrative Agent"), and Gentlemen: Reference is made to that certain Second Amended the Guaranteed Parties, as such term and Restated other capitalized terms used, but not otherwise defined in this Guaranty, are defined in the Credit Agreement, Agreement dated as of June 17May 25, 2013 2005 (as amendedthe same may be modified, restated, extended, supplemented or otherwise modified in writing amended and restated from time to time, herein called the "Credit Agreement"; the terms defined therein being used herein as therein defined), ) among AMVAC Chemical CorporationMENTOR CORPORATION, a California Minnesota corporation (the "CompanyBorrower"), the Designated Borrowers from time Administrative Agent, UNION BANK OF CALIFORNIA, N.A. as Syndication Agent, XXXXX FARGO BANK, N.A., as Documentation Agent and the Lenders party thereto (the "Lenders"). Pursuant to time party theretothe Credit Agreement, the other Loan Parties Lenders have agreed to extend credit to the Borrower on the terms and Lenders from time subject to time party theretothe conditions contained therein, and Bank of including the West, as Agent, L/C Issuer and Swing Line Lender. The undersigned Responsible Officer hereby certifies as of condition that the date hereof that he/she is the _________________________________ of the Company, and that, as such, he/she is authorized to Guarantor execute and deliver this Certificate to Agent on Guaranty for the behalf benefit of the CompanyGuaranteed Parties, and that: [Use following paragraph 1 for fiscal year-end financial statements]the Guarantor has determined that it will derive direct and indirect economic benefits pursuant to the terms of the Credit Agreement.

Certificate of Authorized Officer. The undersigned hereby certifies to the Agent and each Lender that (1) each of the Loan Parties Party has previously delivered to the Agent a true, correct and complete copy of its Organization Documents such Loan Party's organizational documents (collectively, the "Delivered Organization Documents"), (2) since such delivery, there has been no change in the Delivered Organization Documents except for those changes attachedattached hereto, and and, except as disclosed on an attachment, no such document has been repealed, revoked, rescinded or amended in any respect, and each remains in full force and effect, (3) each of the Loan Parties Party remains in good standing in the jurisdiction of its organization, (4) except for those resolutions attached hereto (which were duly adopted by the parties named therein), the resolutions (the "Delivered Resolutions") previously delivered to the Agent by the Loan Parties authorize the execution, delivery and performance of the foregoing AmendmentAmendment by the Loan Parties, (5) the Delivered Resolutions authorize the Person(s) holding the office(s) indicated above or, if none, the office(s) held by the Person(s) executing the foregoing (the "Authorized Executing Office") to execute the foregoing Amendment on behalf of the respective applicable Loan Parties, (6) each the Person executing the foregoing Amendment on behalf of a each Loan Party has been duly elected and now holds the Authorized Executing Office set forth below his(her) name, and the signature set forth above is his(her) true signature, (7) the undersigned is authorized to deliver this Certificate on behalf of each of the Loan PartiesParty, and (8) the Administrative Agent and each Lender may conclusively rely on this Certificate unless and until superseding documents shall be delivered to the Agent. Type/Print Name: Xxx X. Xxxxxxxx Financial Statement Date: _____________________________________ To: Bank Executed this 26th day of the WestSeptember, as Agent Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of June 17, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement"; the terms defined therein being used herein as therein defined), among AMVAC Chemical Corporation2008. MENTOR CORPORATION, a California Minnesota corporation (the "Company"), the Designated Borrowers from time to time party thereto, the other Loan Parties By: /s/Xxxxxxx X'Xxxxx Xxxxxxx X'Xxxxx Vice President and Lenders from time to time party thereto, and Bank of the West, as Agent, L/C Issuer and Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the _________________________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to Agent on the behalf of the Company, and that: [Use following paragraph 1 for fiscal year-end financial statements]Chief Financial Officer

Certificate of Authorized Officer. The undersigned hereby certifies to the Agent that (1) each of the Loan Parties has previously delivered to the Agent a true, correct and complete copy of its Organization Documents (collectively, the "“Delivered Organization Documents"”), (2) since such delivery, there has been no change in the Delivered Organization Documents except for those changes attached, and no such document has been repealed, revoked, rescinded or amended in any respect, and each remains in full force and effect, (3) each of the Loan Parties remains in good standing in the jurisdiction of its organization, (4) the resolutions (the "“Delivered Resolutions"”) previously delivered to the Agent by the Loan Parties authorize the execution, delivery and performance of the foregoing Amendment, (5) the Delivered Resolutions authorize the Person(s) holding the office(s) indicated above or, if none, the office(s) held by the Person(s) executing the foregoing (the "“Authorized Executing Office"”) to execute the foregoing on behalf of the respective Loan Parties, (6) each Person executing the foregoing Amendment on behalf of a Loan Party has been duly elected and now holds the Authorized Executing Office set forth below his(her) name, and the signature set forth above is his(her) true signature, (7) the undersigned is authorized to deliver this Certificate on behalf of each of the Loan Parties, and (8) the Agent may conclusively rely on this Certificate unless and until superseding documents shall be delivered to the Agent. Type/Print Name: Xxx X. Xxxxxxxx Financial Statement Date: _____________________________________ To: Bank of the West, as Agent Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of June 17, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "“Agreement"”; the terms defined therein being used herein as therein defined), among AMVAC Chemical Corporation, a California corporation (the "“Company"”), the Designated Borrowers from time to time party thereto, the other Loan Parties and Lenders from time to time party thereto, and Bank of the West, as Agent, L/C Issuer and Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the _________________________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to Agent on the behalf of the Company, and that: [Use following paragraph 1 for fiscal year-end financial statements]:

Certificate of Authorized Officer. The undersigned hereby certifies to the Agent that (1) each of the Loan Parties has previously delivered to the Agent a true, correct and complete copy of its Organization Documents (collectively, the "“Delivered Organization Documents"”), (2) since such delivery, there has been no change in the Delivered Organization Documents except for those changes attached, and no such document has been repealed, revoked, rescinded or amended in any respect, and each remains in full force and effect, (3) each of the Loan Parties remains in good standing in the jurisdiction of its organization, (4) the resolutions (the "“Delivered Resolutions"”) previously delivered to the Agent by the Loan Parties authorize the execution, delivery and performance of the foregoing Amendment, (5) the Delivered Resolutions authorize the Person(s) holding the office(s) indicated above or, if none, the office(s) held by the Person(s) executing the foregoing (the "“Authorized Executing Office"”) to execute the foregoing on behalf of the respective Loan Parties, (6) each Person executing the foregoing Amendment on behalf of a Loan Party has been duly elected and now holds the Authorized Executing Office set forth below his(her) name, and the signature set forth above is his(her) true signature, (7) the undersigned is authorized to deliver this Certificate on behalf of each of the Loan Parties, and (8) the Agent may conclusively rely on this Certificate unless and until superseding documents shall be delivered to the Agent. Type/Print Name: Xxx X. Xxxxxxxx Financial Statement Date: _____________________________________ To: Bank of the West, as Agent Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of June 17, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "“Agreement"”; the terms defined therein being used herein as therein defined), among AMVAC Chemical Corporation, a California corporation (the "“Company"”), the Designated Borrowers from time to time party thereto, the other Loan Parties and Lenders from time to time party thereto, and Bank of the West, as Agent, L/C Issuer and Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the _________________________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to Agent on the behalf of the Company, and that: [Use following paragraph 1 for fiscal year-end financial statements]: