Common use of OFFICER'S CERTIFICATES; SECRETARY'S CERTIFICATES; GOOD-STANDING CERTIFICATES Clause in Contracts

OFFICER'S CERTIFICATES; SECRETARY'S CERTIFICATES; GOOD-STANDING CERTIFICATES. (a) The Administrative Agent shall have received a certificate, substantially in the form of Exhibit O to this Agreement, dated as of the Closing Date and signed by the chief financial officer or other senior officer of the Borrower, certifying that the conditions specified in Sections 5.2 and 5.3 of this Agreement have been fulfilled. (b) The Administrative Agent shall have received a certificate of the secretary or assistant secretary of the Borrower, substantially in the form of Exhibit P to this Agreement, dated as of the Closing Date, certifying (i) the adoption by the board of directors of the Borrower of a resolution authorizing the Borrower to enter into this Agreement and the transactions and instruments contemplated hereby (including, without limitation, the execution and delivery of the Security Documents to which the Borrower is a party and the granting of the Liens in and to the Collateral), and (ii) as to the incumbency of, and verifying the specimen signatures of, the signatories of the Borrower. (c) The Borrower shall have delivered to the Administrative Agent, in form satisfactory to the Administrative Agent, a recent good standing certificate from the Secretary of State of Maine certifying the Borrower's good standing together with a certified copy of its articles of organization duly recorded with the Secretary of State of Maine (and all amendments thereto) and a copy of its By-Laws, certified by a senior officer of the Borrower to be true and correct. (d) The Administrative Agent shall have received a certificate of the Secretary or any Assistant Secretary of each of the Parent and L.B.O. Holding, Inc. substantially in the form of Exhibit Q to this Agreement, dated as of the Closing Date, certifying (i) the adoption by the Board of Directors of Parent and L.B.O. Holding, Inc., as the case may be, of a resolution authorizing the Parent and L.B.O. Holding, Inc. to enter into the subordination agreement contemplated hereby and (ii) the incumbency and authority of, and verifying the specimen signatures of, the officers of the Parent and L.B.O. Holding, Inc., as the case may be, authorized to execute and deliver such subordination agreement. (e) Each of the Parent and L.B.O. Holding, Inc. shall have delivered to the Administrative Agent, in form satisfactory to the Administrative Agent, a recent good standing certificate from the Secretary of State of Maine certifying the Parent's and L.B.O. Holding, Inc.'s due corporate existence and including a certified copy of its articles of organization duly recorded with the Secretary of State of Maine (and all amendments thereto) and a copy of its By-Laws, certified by a senior officer of the Parent and L.B.O. Holding, Inc., as the case may be, to be true and correct. Each of the Parent and L.B.O. Holding, Inc. shall have delivered to the Administrative Agent, in form satisfactory to the Administrative Agent, a recent certificate from the Secretary of State of New Hampshire certifying the Parent's and L.B.O. Holding's status as a foreign corporation duly qualified to transact business in the State of New Hampshire.

OFFICER'S CERTIFICATES; SECRETARY'S CERTIFICATES; GOOD-STANDING CERTIFICATES. (a) The Administrative Agent Lender shall have received a certificate, substantially in the form of Exhibit O I to this Agreement, dated as of the Closing Date and signed by the chief financial officer President or other senior officer a Vice-President of the BorrowerDebtor, certifying that the conditions specified in Sections 5.2 Section 5.2(a), Section 5.2(b) and Section 5.3 of this Agreement have been fulfilled. (b) The Administrative Agent shall have received a certificate of the secretary or assistant secretary of the Borrower, substantially in the form of Exhibit P to this Agreement, dated as of the Closing Date, certifying (i) the adoption by the board of directors of the Borrower of a resolution authorizing the Borrower to enter into this Agreement and the transactions and instruments contemplated hereby (including, without limitation, the execution and delivery of the Security Documents to which the Borrower is a party and the granting of the Liens in and to the Collateral), and (ii) as to the incumbency of, and verifying the specimen signatures of, the signatories of the Borrower. (c) The Borrower shall have delivered to the Administrative Agent, in form satisfactory to the Administrative Agent, a recent good standing certificate from the Secretary of State of Maine certifying the Borrower's good standing together with a certified copy of its articles of organization duly recorded with the Secretary of State of Maine (and all amendments thereto) and a copy of its By-Laws, certified by a senior officer of the Borrower to be true and correct. (d) The Administrative Agent Lender shall have received a certificate of the Secretary or any Assistant Secretary of each of the Parent and L.B.O. HoldingSteamboat, Inc. substantially in the form of Exhibit Q J to this Agreement, dated as of the Closing Date, certifying (i) the adoption by the Board of Directors of Parent and L.B.O. Holding, Inc., as the case may be, Steamboat of a resolution authorizing the Parent and L.B.O. Holding, Inc. Steamboat to enter into this Agreement and the subordination agreement transactions and instruments contemplated hereby and (ii) the incumbency and authority of, and verifying the specimen signatures of, the officers of the Parent and L.B.O. Holding, Inc., as the case may be, Steamboat authorized to execute and deliver such subordination agreementthis Agreement, each of the Notes, the other Security Documents and the other documents contemplated hereunder. (ec) Each of the Parent and L.B.O. Holding, Inc. Steamboat shall have delivered to the Administrative AgentLender, in form satisfactory to the Administrative AgentLender, a recent good standing certificate from the Secretary of State of Maine Colorado certifying the Parent's and L.B.O. Holding, Inc.Steamboat's due corporate existence and including a certified copy of its articles of organization duly recorded with the Secretary of State of Maine existence. (and all amendments theretod) and a copy of its By-Laws, certified by a senior officer of the Parent and L.B.O. Holding, Inc., as the case may be, to be true and correct. Each of the Parent and L.B.O. Holding, Inc. The Debtor shall have delivered to the Administrative AgentLender, in form satisfactory to the Administrative AgentLender, (i) a recent certificate of the Secretary of State of Colorado certifying the due corporate existence of the Association, (ii) copies of the Articles of Incorporation and all amendments thereto and (iii) copies of the By-Laws of the Association. (e) The Lender shall have received a certificate of the Secretary or any Assistant Secretary of Preferred Equities, substantially in the form of Exhibit K to this Agreement, dated as of the Closing Date, certifying (i) the adoption by the Board of Directors of Preferred Equities of a resolution authorizing Preferred Equities to enter into this Agreement and the transactions and instruments contemplated hereby and (ii) the incumbency and authority of, and verifying the specimen signatures of, the officers of Preferred Equities authorized to execute and deliver this Agreement and the other documents contemplated thereunder. (f) Preferred Equities shall have delivered to the Lender, in form satisfactory to the Lender, a recent good standing certificate from the Secretary of State of Nevada certifying Preferred Equities' due corporate existence. (g) The Lender shall have received a certificate of the Secretary or any Assistant Secretary of Mego Financial, substantially in the form of Exhibit L to this Agreement, dated as of the Closing Date, certifying (i) the adoption by the Board of Directors of Mego Financial of a resolution authorizing Mego Financial to enter into the Guaranty Agreement and the transactions and instruments contemplated thereby and (ii) the incumbency and authority of, and verifying the specimen signatures of, the officers of Mego Financial authorized to execute and deliver the Guaranty Agreement and the other documents contemplated thereunder. (h) Mego Financial shall have delivered to the Lender, in form satisfactory to the Lender, a recent good standing certificate from the Secretary of State of New Hampshire York certifying the ParentMego Financial's and L.B.O. Holding's status as a foreign corporation duly qualified to transact business in the State of New Hampshiredue corporate existence.

OFFICER'S CERTIFICATES; SECRETARY'S CERTIFICATES; GOOD-STANDING CERTIFICATES. (a) The Administrative Agent Lender shall have received a certificate, substantially in the form of Exhibit O K to this Agreement, dated as of the Closing Date and signed by the chief financial officer President or other senior officer a Vice-President of the BorrowerDebtor, certifying that the conditions specified in Sections 5.2 Section 5.2(a), Section 5.2(b) and Section 5.3 of this Agreement have been fulfilled. (b) The Administrative Agent shall have received a certificate of the secretary or assistant secretary of the Borrower, substantially in the form of Exhibit P to this Agreement, dated as of the Closing Date, certifying (i) the adoption by the board of directors of the Borrower of a resolution authorizing the Borrower to enter into this Agreement and the transactions and instruments contemplated hereby (including, without limitation, the execution and delivery of the Security Documents to which the Borrower is a party and the granting of the Liens in and to the Collateral), and (ii) as to the incumbency of, and verifying the specimen signatures of, the signatories of the Borrower. (c) The Borrower shall have delivered to the Administrative Agent, in form satisfactory to the Administrative Agent, a recent good standing certificate from the Secretary of State of Maine certifying the Borrower's good standing together with a certified copy of its articles of organization duly recorded with the Secretary of State of Maine (and all amendments thereto) and a copy of its By-Laws, certified by a senior officer of the Borrower to be true and correct. (d) The Administrative Agent Lender shall have received a certificate of the Secretary or any Assistant Secretary of each of the Parent and L.B.O. HoldingSteamboat Suites , Inc. substantially in the form of Exhibit Q L to this Agreement, dated as of the Closing Date, certifying (i) the adoption by the Board of Directors of Parent and L.B.O. Holding, Inc., as the case may be, Steamboat Suites of a resolution authorizing the Parent and L.B.O. Holding, Inc. Steamboat Suites to enter into this Agreement and the subordination agreement transactions and instruments contemplated hereby and (ii) the incumbency and authority of, and verifying the specimen signatures of, the officers of the Parent and L.B.O. Holding, Inc., as the case may be, Steamboat Suites authorized to execute and deliver such subordination agreementthis Agreement, the Note, the other Security Documents and the other documents contemplated hereunder. (ec) Each of the Parent and L.B.O. Holding, Inc. Steamboat Suites shall have delivered to the Administrative AgentLender, in form satisfactory to the Administrative AgentLender, a recent good standing certificate from the Secretary of State of Maine Colorado certifying the Parent's and L.B.O. Holding, Inc.Steamboat's due corporate existence and including a certified copy of its articles of organization duly recorded with the Secretary of State of Maine existence. (and all amendments theretod) and a copy of its By-Laws, certified by a senior officer of the Parent and L.B.O. Holding, Inc., as the case may be, to be true and correct. Each of the Parent and L.B.O. Holding, Inc. The Debtor shall have delivered to the Administrative AgentLender, in form satisfactory to the Administrative AgentLender, (i) recent certificates of the Secretary of State of Colorado certifying the due corporate existence of the Associations, (ii) copies of the Articles of Incorporation and all amendments thereto and (iii) copies of the By-Laws of the Associations. (e) The Lender shall have received a certificate of the Secretary or any Assistant Secretary of Preferred Equities, substantially in the form of Exhibit M to this Agreement, dated as of the Closing Date, certifying (i) the adoption by the Board of Directors of Preferred Equities of a resolution authorizing Preferred Equities to enter into this Agreement and the transactions and instruments contemplated hereby and (ii) the incumbency and authority of, and verifying the specimen signatures of, the officers of Preferred Equities authorized to execute and deliver this Agreement, the Note, the other Security Documents and the other documents contemplated thereunder. (f) Preferred Equities shall have delivered to the Lender, in form satisfactory to the Lender, a recent good standing certificate from the Secretary of State of Nevada certifying Preferred Equities' due corporate existence. (g) The Lender shall have received a certificate of the Secretary or any Assistant Secretary of Mego Financial, substantially in the form of Exhibit N to this Agreement, dated as of the Closing Date, certifying (i) the adoption by the Board of Directors of Mego Financial of a resolution authorizing Mego Financial to enter into the Guaranty Agreement and the transactions and instruments contemplated thereby and (ii) the incumbency and authority of, and verifying the specimen signatures of, the officers of Mego Financial authorized to execute and deliver the Guaranty Agreement and the other documents contemplated thereunder. (h) Mego Financial shall have delivered to the Lender, in form satisfactory to the Lender, a recent good standing certificate from the Secretary of State of New Hampshire York certifying the ParentMego Financial's and L.B.O. Holding's status as a foreign corporation duly qualified to transact business in the State of New Hampshiredue corporate existence.

OFFICER'S CERTIFICATES; SECRETARY'S CERTIFICATES; GOOD-STANDING CERTIFICATES. (a) The Administrative Agent Lender shall have received a certificate, substantially in the form of Exhibit O K to this Agreement, dated as of the Closing Date and signed by the chief financial officer President or other senior officer a Vice-President of the Borrowereach of Preferred Equities Corporation and Brigantine Preferred Properties, Inc., certifying that the conditions specified in Sections 5.2 Section 5.2(a), Section 5.2(b) and Section 5.3 of this Agreement have been fulfilled. (b) The Administrative Agent shall have received a certificate of For the secretary or assistant secretary of the Borrower, substantially in the form of Exhibit P to this Agreement, dated as of the Closing Date, certifying (i) the adoption by the board of directors of the Borrower of a resolution authorizing the Borrower to enter into this Agreement and the transactions and instruments contemplated hereby (including, without limitationinitial Inventory Advance only, the execution and delivery of the Security Documents to which the Borrower is a party and the granting of the Liens in and to the Collateral), and (ii) as to the incumbency of, and verifying the specimen signatures of, the signatories of the Borrower. (c) The Borrower shall have delivered to the Administrative Agent, in form satisfactory to the Administrative Agent, a recent good standing certificate from the Secretary of State of Maine certifying the Borrower's good standing together with a certified copy of its articles of organization duly recorded with the Secretary of State of Maine (and all amendments thereto) and a copy of its By-Laws, certified by a senior officer of the Borrower to be true and correct. (d) The Administrative Agent Lender shall have received a certificate of the Secretary or any Assistant Secretary of each of the Parent and L.B.O. HoldingSteamboat, Inc. substantially in the form of Exhibit Q L to this Agreement, dated as of the Closing Date, certifying (i) the adoption by the Board of Directors of Parent and L.B.O. Holding, Inc., as the case may be, Steamboat Suites of a resolution authorizing Steamboat Suites to enter into a First Amendment to General Loan and Security Agreement between Debtor, Steamboat and Lender dated as of February , 2001 ("Steamboat First Amendment") and the Parent transactions and L.B.O. Holdinginstruments contemplated thereby and (ii) the incumbency and authority of, and verifying the specimen signatures of, the officers of Steamboat authorized to execute and deliver the Steamboat First Amendment. (c) For the initial Inventory Advance only, Steamboat shall have delivered to the Lender, in form satisfactory to the Lender, a recent good standing certificate from the Secretary of State of Colorado certifying the Steamboat's due corporate existence. (d) The Debtor shall have delivered to the Lender, in form satisfactory to the Lender, (i) recent certificates of the Secretary of State of each respective state certifying the due corporate existence of the Associations, (ii) copies of the Articles of Incorporation and all amendments thereto and (iii) copies of the By-Laws of the Associations. (e) The Lender shall have received a certificate of the Secretary or any Assistant Secretary of each of Preferred Equities Corporation and Brigantine Preferred Properties, Inc., substantially in the form of Exhibit M to this Agreement, dated as of the Closing Date, certifying (i) the adoption by the Board of Directors of Debtor of a resolution authorizing each of Preferred Equities Corporation and Brigantine Preferred Properties, Inc. to enter into this Agreement and the subordination agreement transactions and instruments contemplated hereby and (ii) the incumbency and authority of, and verifying the specimen signatures of, the officers of the Parent each of Preferred Equities Corporation and L.B.O. HoldingBrigantine Preferred Properties, Inc., as the case may be, Inc. authorized to execute and deliver such subordination agreementthis Agreement, the Note, the other Security Documents and the other documents contemplated thereunder. (ef) Each of the Parent Preferred Equities Corporation and L.B.O. HoldingBrigantine Preferred Properties, Inc. shall have delivered to the Administrative AgentLender, in form satisfactory to the Administrative AgentLender, a recent good standing certificate from the Secretary of State of Maine Nevada certifying the Parent's and L.B.O. Holding, Inc.'s its due corporate existence and including existence. (g) The Lender shall have received a certified copy certificate of its articles of organization duly recorded with the Secretary or any Assistant Secretary of State Mego Financial, substantially in the form of Maine (and all amendments thereto) and a copy of its By-LawsExhibit N to this Agreement, certified by a senior officer dated as of the Parent Closing Date, certifying (i) the adoption by the Board of Directors of Mego Financial of a resolution authorizing Mego Financial to enter into the Guaranty Agreement and L.B.O. Holdingthe transactions and instruments contemplated thereby and (ii) the incumbency and authority of, Inc.and verifying the specimen signatures of, as the case may be, officers of Mego Financial authorized to be true execute and correct. Each of deliver the Parent Guaranty Agreement and L.B.O. Holding, Inc. the other documents contemplated thereunder. (h) Mego Financial shall have delivered to the Administrative AgentLender, in form satisfactory to the Administrative AgentLender, a recent good standing certificate from the Secretary of State of New Hampshire York certifying the ParentMego Financial's and L.B.O. Holding's status as a foreign corporation duly qualified to transact business in the State of New Hampshiredue corporate existence.