or other constitutive document of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to [clause (i) above], and # as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and # a certificate of another officer as to the incumbency and specimen signature of a Responsible Officer executing the certificate pursuant to [clause (ii) above].

Officer’s Closing Certificate. (A) A certificate signed by a Responsible Officer of the BVI Borrower covering the authority, incumbency and copies of specimen signatures of the individuals who have executed or are otherwise authorized to execute Loan Documents on behalf of the BVI Borrower, and # A certificate signed by a Responsible Officer of [[Quench USA Borrower:Organization]] Borrower covering the authority, incumbency and copies of specimen signatures of the individuals who have executed or are otherwise authorized to execute Loan Documents on behalf of [[Quench USA Borrower:Organization]] Borrower;

within a calendar week of the date hereof, a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate pursuant to [clause (ii) above]; and

Corporate resolution that authorizes the sale of the Property to Purchaser in accordance with the provisions of this Agreement and a certificate of incumbency,

Officer’s Certificate. Collateral Agent shall have received a certificate of an officer of the Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement, in form acceptable to Collateral Agent and the Lenders.

[Exhibit A] to the Existing Secretary’s Certificate sets forth the incumbency, names, titles, and signatures of the Borrower’s officers authorized to execute and deliver this Amendment.

the execution, delivery and performance of this Agreement and the Other Documents to which it is a party, and # the granting by each Loan Party of the Liens upon the Collateral in each case certified by the Secretary or an Assistant Secretary of each Loan Party as of the Closing Date; and, such certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate; (f) Incumbency Certificates of Loan Parties. Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party, dated as of the Closing Date, as to the incumbency and signature of the officers of each Loan Party executing this Agreement, any certificate or Other Documents to be delivered by it pursuant hereto, together with evidence of the incumbency of such Secretary or Assistant Secretary;

Certificate. In connection with the Closing only, the Chief Executive Officer of the Company shall execute and deliver to the Purchaser a certificate addressed to the purchasers under the Subscription Agreements participating in the Closing to the effect that the representations and warranties of the Company in [Section 1.1(d)] hereof (as modified by the disclosures in the SEC Reports) shall be true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects as so qualified) as of, and as if made on, the date of the Closing.

“Authorized Signer” is any individual listed on the incumbency certificate delivered by Borrower to Bank who is authorized to execute the Loan Documents, including any Credit Extension request, on behalf of Borrower.

an executed and acknowledged incumbency certificate from Seller certifying the authority of the officers of Seller to execute this Agreement and the other documents delivered by Seller to the Buyer at the Closing;