Incumbency Certificate. A certificate of incumbency certified by a Responsible Officer of each Obligated Party certifying the names of the individuals or other Persons authorized to sign this Agreement and each of the other Loan Documents to which Borrower and each other Obligated Party is or is to be a party (including the certificates contemplated herein) on behalf of such Person together with specimen signatures of such individual Persons;

Incumbency Certificate. The Agent shall have received, with a copy for each Bank, a certificate of the Secretary or an Assistant Secretary of ​, dated the Closing Date, as to the incumbency and signature of the officers of ​ executing each Loan Document and any certificate or other document to be delivered by it pursuant hereto and thereto, together with evidence of the incumbency of such Secretary or Assistant Secretary.

Incumbency Certificate. The ​ shall have received an incumbency certificate from the ​ and ​, dated as of the Effective Date, signed by a duly authorized officer of the ​ or ​, as the case may be, and giving the name and bearing a specimen signature of each individual who shall be authorized: # to sign in the name and on behalf of the ​ or ​, as the case may be, each of the Loan Documents to which it is a party, # in the case of the ​, to make requests for Loans or Conversion requests and # to give notices and to take other action under the Loan Documents (and under the ​ Guarantee with respect to ​).

Incumbency Certificate. The Agent shall have received a certificate from a duly authorized officer of each Obligor certifying to the title, name and signature of each Person authorized to sign this Fifth Amendment and the other Loan Documents on behalf of such Obligor. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.

Incumbency. An incumbency certificate with respect to each of the Credit Parties, certified by a secretary or assistant secretary of BRT to be true and correct as of the Closing Date.

Copies of the resolutions of the board of directors of the Company approving and authorizing the execution, delivery and performance by the Company of this Agreement and the other Loan Documents to be delivered hereunder, and authorizing the borrowing of the Loans and the issuance of Letters of Credit, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and

Incumbency Certificates. The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary Guarantor certifying the names and true signatures of the officers of the Borrower or such Subsidiary Guarantor, as the case may be, authorized to sign the Loan Documents to which the Borrower or such Subsidiary Guarantor is a party and any other documents to which the Borrower or any such other Subsidiary Guarantor is a party that may be executed and delivered in connection herewith.

Closing Certificate. Seller will execute and deliver to Buyer, the Seller’s Closing Certificate and Buyer shall execute and deliver to Seller Buyer’s Closing Certificate;

Officer’s Certificate. Each offer to prepay the Notes pursuant to this [Section 8.8] shall be accompanied by a certificate, executed by a Senior Financial Officer of ​ and dated the date of such offer, specifying: # the [Section 8.8] Proposed Prepayment Date; # that such offer is made pursuant to this [Section 8.8]; # the principal amount of each Note offered to be prepaid; # the interest that would be due on each Note offered to be prepaid, accrued to, but excluding, the [Section 8.8] Proposed Prepayment Date; # that the conditions of this [Section 8.8] have been fulfilled; and # in reasonable detail, the nature and date of the Change in Control.

Officer’s Certificate. ​ shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in [[Sections 4.1, 4.2 and 4.9]9]9]]9]9] have been fulfilled and the accuracy of the representations and warranties of ​ in this Agreement.

Secretary’s Certificate. ​ shall have delivered to such Purchaser a certificate of its Secretary, dated the date of the Closing, certifying as to # the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Note Documents to which it is a party and # ​’s organizational documents as then in effect.

Compliance Certificate. A duly authorized Senior Financial Officer shall execute and deliver to each Additional Purchaser and each holder of Notes an Officer’s Certificate dated the date of issue of such Series of Additional Notes stating that such officer has reviewed the provisions of this Agreement (including any Supplements hereto) and setting forth the information and computations (in sufficient detail) required in order to establish whether ​ is in compliance with the requirements of [Section 10.8] on such date (based upon the financial statements for the most recent fiscal quarter ended prior to the date of such certificate but after giving effect to the issuance of the Additional Series of Notes and the application of the proceeds thereof).

Certificate Legend. In addition to any legends placed on certificates pursuant to [Section 8.4], each certificate representing Shares of Restricted Stock granted pursuant to the Plan may bear a legend such as the following or as otherwise determined by the Compensation Committee in its sole discretion:

Officer’s Certificate. The Administrative Agent shall have received an Officer’s Certificate dated the Closing Date, certifying as to the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions of the governing body of each Loan Party, the good standing, existence or its equivalent of each Loan Party in its jurisdiction of incorporation or organization and of the incumbency (including specimen signatures) of the Responsible Officers of each Loan Party.

Solvency Certificate. The Administrative Agent shall have received a Solvency Certificate signed by a Responsible Officer of the Borrower as to the financial condition, solvency and related matters of the Borrower and its Subsidiaries, after giving effect to the initial Borrowings under the Loan Documents and the other transactions contemplated hereby.

Accountants’ Certificate. Concurrently with the delivery of the financial statements referred to in [Section 6.01(a)] (commencing with the delivery of the financial statements for the fiscal year ended ​), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default or, if any such Default shall exist, stating the nature and status of such event.

Compliance Certificate. Concurrently with the delivery of the financial statements referred to in [Sections 6.01(a) and (b)])] commencing with the delivery of the financial statements for the fiscal quarter ended ​, a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller which is a Responsible Officer of the Borrower. Unless the Administrative Agent or a Lender requests executed originals, delivery of the Compliance Certificate may be by electronic communication including fax or email and shall be deemed to be an original and authentic counterpart thereof for all purposes.