Secretary’s or Assistant Secretary’s Certificate. A certificate of the Secretary or an Assistant Secretary of the Company, dated the Effective Date, certifying the names and true signatures of the officers of the Company authorized to execute and deliver this Agreement, the Notes, and the other documents to which it is a party and to be delivered hereunder;
Secretary’s or Assistant Secretary’s Certificate. Harveys shall have received from the Company and Lily Pond certificates, dated the Closing Date, of a Secretary or Assistant Secretary of the Company or Lily Pond, as the case may be, certifying the incumbency of those officers of the Company or Lily Pond, as the case may be, executing this Agreement and any closing document delivered hereunder. Attached to such certificate as Exhibit A shall be a copy of the Certificate of Incorporation and By-Laws of the Company or Lily Pond, as the case may be, certified by such Secretary or Assistant Secretary as in effect (except as otherwise specified in such certificate) at all times since the date of the first resolution referred to in the next succeeding sentence. Attached to such certificate as Exhibit B shall be certified copies of the resolutions of the Board of Directors of the Company or Lily Pond, as the case may be, authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated herein.
Secretary’s or Assistant Secretary’s Certificate. A certificate of the Secretary or an Assistant Secretary of the Subsidiary Guarantor, dated the Amendment Effective Date, certifying the names and true signatures of the officers of the Subsidiary Guarantor authorized to execute and deliver the Subsidiary Guaranty;
Secretary’s or Assistant Secretary’s Certificate. The Lender shall have received a certificate of the Secretary or Assistant Secretary of the Broker/Dealer, in form and substance satisfactory to Lender, (i) attaching true, correct and complete copies of its certificate of formation, certified as of a recent date by the Secretary of State (or analogous official) of the 9 RIDER A TO SUBORDINATED LOAN AGREEMENT jurisdiction of its formation, and its, (ii) attaching resolutions of its Board of Managers or other managing person authorizing the execution, delivery and performance of the Loan Documents and certifying that (A) such resolutions were duly adopted and are in full force and effect and (B) no other resolutions relating to the transactions contemplated thereby have been adopted, (iii) certifying as to the incumbency of its officer or officers who may sign the Loan Documents, including therein a signature specimen of such officer or officers and (iv) attaching certificates of good standing (or comparable certificates), certified as of a recent date prior to the Closing Date, by the Secretaries of State (or comparable official) of the jurisdiction of its formation and the jurisdiction in which it maintains its chief executive office.
