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 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 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 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.

Incumbency Certificate. The [[Organization B:Organization]] shall have received an incumbency certificate from the [[Organization A:Organization]] and [[Organization C:Organization]], dated as of the Effective Date, signed by a duly authorized officer of the [[Organization A:Organization]] or [[Organization C:Organization]], 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 [[Organization A:Organization]] or [[Organization C:Organization]], as the case may be, each of the Loan Documents to which it is a party, # in the case of the [[Organization A:Organization]], to make requests for Loans or Conversion requests and # to give notices and to take other action under the Loan Documents (and under the [[Organization C:Organization]] Guarantee with respect to [[Organization C:Organization]]).

Incumbency Certificate. The Agent shall have received, with a copy for each Bank, a certificate of the Secretary or an Assistant Secretary of [[Company:Organization]], dated the Closing Date, as to the incumbency and signature of the officers of [[Company:Organization]] 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.

Secretary's Certificate with respect to resolutions of directors, incumbency of officers, bylaws and certified Certificate of Incorporation

as to the incumbency and specimen signature of each officer of each Loan Party executing Amendment No. 2.

(x) as to the incumbency and specimen signature of each officer or authorized signatory executing this Agreement or any other document delivered in connection herewith on behalf of such Loan Party or # that the incumbency and specimen signature of each officer or authorized signatory executing this Agreement or any other document delivered in connection herewith provided on the Closing Date have not changed.