Common use of Secretary’s or Director’s Certificate Clause in Contracts

Secretary’s or Director’s Certificate. Each Obligor and each Subsidiary Guarantor shall have delivered to such Purchaser a certificate of its Secretary, an Assistant Secretary, a Director or another appropriate person, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate or other organizational proceedings relating to the authorization, execution and delivery of (i) the Notes and this Agreement, in the case of the Company, (ii) this Agreement, in the case of the Parent Guarantor and (iii) the Subsidiary Guarantee, in the case of each Subsidiary Guarantor.

Secretary’s or Director’s Certificate. Each Obligor of the Company and each Subsidiary Guarantor shall have delivered to such Purchaser a certificate of its Secretary, Secretary or an Assistant Secretary, Secretary or a Director or another other appropriate person, dated the date of the such Closing, certifying as to (i) the resolutions attached thereto and other corporate or other organizational proceedings relating to the authorization, execution and delivery of (i) the Notes and this Agreement, Agreement (in the case of the Company, ) and the Guaranty Agreement (ii) this Agreement, in the case of the Parent Guarantor such Subsidiary Guarantor), and (iiiii) its respective organizational documents as then in effect, certified by the Subsidiary Guarantee, Secretary of State in the case of each Subsidiary Guarantorapplicable jurisdiction.

Secretary’s or Director’s Certificate. Each Obligor and each Subsidiary Guarantor shall have delivered to such Purchaser a certificate of its Secretary, Secretary or an Assistant Secretary, Secretary or a Director or another other appropriate person, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate or other organizational proceedings relating to the authorization, execution and delivery of (i) this Agreement and the Notes and this Agreement, (in the case of the Company), (ii) this Agreement, Agreement and the Guarantees (in the case of the Parent Guarantor Guarantor) and (iii) the respective Subsidiary Guarantee, Guarantees (in the case of each Subsidiary Guarantor).

Secretary’s or Director’s Certificate. Each Obligor The Company and each Subsidiary Guarantor shall have delivered to such Purchaser a certificate of its Secretary, Secretary or an Assistant Secretary, Secretary or a Director or another other appropriate person, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate or other organizational proceedings relating to the authorization, execution and delivery of (i) the Notes and this Agreement, Agreement (in the case of the Company, ) and each Subsidiary Guarantee (ii) this Agreement, in the case of the Parent Guarantor Subsidiary providing such Subsidiary Guarantee) and (iiiii) the Subsidiary Guarantee, Company’s organizational documents as then in the case of each Subsidiary Guarantoreffect.

Secretary’s or Director’s Certificate. Each Obligor The Company and each Subsidiary Guarantor shall have delivered to such Purchaser a certificate of its Secretary, Secretary or an Assistant Secretary, Secretary or a Director or another other appropriate person, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate or other organizational proceedings relating to the authorization, execution and delivery of (i) the Notes and this Agreement, the Notes (in the case of the Company, (ii) this Agreement, in the case and of the Parent Guarantor and Subsidiary Guarantees (iii) the Subsidiary Guarantee, in the case of each Subsidiary Guarantor) and (ii) the Company’s organizational documents as then in effect.

Secretary’s or Director’s Certificate. Each Obligor The Company and each Subsidiary Guarantor shall have delivered to such Purchaser a certificate of its Secretary, Secretary or an Assistant Secretary, Secretary or a Director or another other appropriate person, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate or other organizational proceedings relating to the authorization, execution and delivery of (i) the Notes and this Agreement, the Notes (in the case of the Company, (ii) this Agreement, in the case and of the Parent Guarantor and Subsidiary Guarantees (iii) the Subsidiary Guarantee, in the case of each Subsidiary Guarantor) and (ii) the Company's organizational documents as then in effect.

Secretary’s or Director’s Certificate. Each Obligor and each Subsidiary Guarantor shall have delivered to such Purchaser a certificate of its Secretary, Secretary or an Assistant Secretary, Secretary or a Director or another other appropriate person, dated the date of the ClosingFirst Closing Date, certifying as to the resolutions attached thereto and other corporate or other organizational proceedings relating to the authorization, execution and delivery of (i) this Agreement and the Notes and this Agreement, (in the case of the Company), (ii) this Agreement, Agreement and the Guarantees (in the case of the Parent Guarantor Guarantor) and (iii) the respective Subsidiary Guarantee, Guarantees (in the case of each Subsidiary Guarantor).

Secretary’s or Director’s Certificate. Each Obligor The Company and each Subsidiary Guarantor shall have delivered to such Purchaser a certificate of its Secretary, Secretary or an Assistant Secretary, Secretary or a Director or another other appropriate person, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate or other organizational proceedings relating to the authorization, execution and delivery of (i) the Notes and this Agreement, Agreement (in the case of the Company, ) and each Subsidiary Guarantee (ii) this Agreement, in the case of the Parent Guarantor Subsidiary providing such Subsidiary Guarantee) and (iiiii) the Subsidiary Guarantee, Company's organizational documents as then in the case of each Subsidiary Guarantoreffect.