Secretary’s Certificates. Agent shall have received a certificate of a duly authorized officer of each Borrower, certifying # that attached copies of such Borrower’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; # that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and # to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Borrower in writing;

Secretary’s Certificate. On or prior to the first Representation Date, the Agent shall have received a certificate, signed on behalf of the Company by its corporate Secretary, in form and substance satisfactory to the Agent and its counsel.

Secretary’s Certificate. The Purchaser shall have received a certificate executed by the Secretary of the Parent, certifying as to # the Parent’s and the Company’s governing documents and bylaws, # resolutions of the Board of Directors (and/or any committee thereof) and the Parent (as the general partner of the Company) authorizing the entering into of this Agreement and the other Transaction Documents, the issuance and sale of the Purchase Securities and the Warrant Units, and the taking of all other actions contemplated by this Agreement and the other Transaction Documents to be taken by the Parent and the Company, in each case, as applicable, and # the incumbency of each officer authorized to execute this Agreement, the other Transaction Documents and each document to be executed or delivered in connection therewith, and any certificates evidencing the Purchase Securities, setting forth the name and title and bearing the signatures of such officer.

Secretary’s Certificate. The Purchaser shall have received a certificate executed by the Secretary of the Parent, certifying as to the matters set forth in Section 3.2.2(e) hereof.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to # the resolutions attached thereto and other limited liability company proceedings relating to the authorization, execution and delivery of the Notes and this Agreement and # the Company’s organizational documents as then in effect.

Secretary’s Certificate. On or prior to # the date of this Agreement, which is on or prior to the date of the first Issuance Instruction or the first Forward Placement Notice and # each Triggering Event Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(a)(xv) for which no waiver is applicable, the Company shall furnish to the Agent and the Forward Purchaser a certificate executed by the General Counsel or Secretary of the Company, signing in such capacity, dated the date of delivery, # certifying that attached thereto are true and complete copies of the resolutions duly adopted by the Board authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, which authorization shall be in full force and effect on and as of the date of such certificate, # certifying and attesting to the office, incumbency, due authority and specimen signatures of each Person who executed this Agreement for or on behalf of the Company, # certifying that attached thereto are true and complete copies of the articles of incorporation and by-laws (or equivalent organizational documents), as applicable, of the Company, in each case, certified, to the extent applicable, as of a recent date by the Secretary of State of the State of Delaware and # certifying that attached thereto is a true and complete copy of a certificate issued by the Secretary of State of the State of Delaware, certifying as of a recent date as to the good standing of the Company.

Secretary’s Certificate. On or prior to the date of delivery of the first Placement Notice, Cowen shall have received a certificate, signed on behalf of the Company by its corporate Secretary, in form and substance satisfactory to [[Organization A:Organization]] its counsel.

Secretary’s Certificate. The Company shall have delivered to the Investor a secretary's certificate executed by the Secretary of the Company, dated as of the Closing Date, in the form attached hereto as Exhibit C.

Deliver to [[Organization B:Organization]] on or before the twentieth (20th) day of each month as and for the prior month: # a Borrowing Base Certificate in form and substance satisfactory to [[Organization B:Organization]] (which shall be calculated as of the last day of the prior month and which shall not be binding upon [[Organization B:Organization]] or restrictive of [[Organization B:Organization]]'s rights under this Agreement); provided that during any Cash Dominion Period, the Borrowing Base Certificate shall be delivered weekly, on or before the third (3rd) Business Day of each week, # accounts receivable agings inclusive of reconciliations to the general ledger, # accounts payable schedules inclusive of reconciliations to the general ledger, each in form and substance satisfactory to [[Organization B:Organization]], # an Inventory listing in form and substance satisfactory to [[Organization B:Organization]], and # sales report/roll forward. In addition, each Loan Party will deliver to [[Organization B:Organization]] at such intervals as [[Organization B:Organization]] may require: # confirmatory assignment schedules, # copies of Customer's invoices, # evidence of shipment or delivery, # sales and cash receipts journals, and # such further schedules, documents and/or information regarding the Collateral as [[Organization B:Organization]] may reasonably require including trial balances and test verifications. [[Organization B:Organization]] shall have the right to confirm and verify all Receivables by any manner and through any medium it considers advisable and do whatever it may deem reasonably necessary to protect its interests hereunder. The items to be provided under this [Section 9.2] are to be in form reasonably satisfactory to [[Organization B:Organization]] and executed by each Loan Party, as applicable, and delivered to [[Organization B:Organization]] from time to time solely for [[Organization B:Organization]]'s convenience in maintaining records of the Collateral, and any Loan Party's failure to deliver any of such items to [[Organization B:Organization]] shall not affect, terminate, modify or otherwise limit [[Organization B:Organization]]'s Lien with respect to the Collateral. Unless otherwise agreed to by [[Organization B:Organization]], the items to be provided under this [Section 9.2] shall be delivered to [[Organization B:Organization]] by the specific method of Approved Electronic Communication designated by [[Organization B:Organization]].

Certificates. All certificates for shares of Common Stock or Preferred Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, or other securities commission having jurisdiction, any applicable Federal or state securities law, any stock exchange or interdealer quotation system upon which the Common Stock is then listed or traded and the Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions.

Certificates. Certificates representing shares of Common Stock purchased under the Plan may be issued only in the name of the employee, in the name of the employee and another person of legal age as joint tenants with rights of survivorship, or (in the Company’s sole discretion) in the name of a brokerage firm, bank, or other nominee holder designated by the employee. The Company may, in its sole discretion and in compliance with applicable laws, authorize the use of book entry registration of shares in lieu of issuing stock certificates.

Certificates. The Lender shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents;

Certificates. The Permal Contributor shall have delivered to the EnTrust Contributor a certificate of the Permal Contributor, executed by an executive officer of the Permal Contributor, stating that the conditions set forth in Sections 8.3(a), (b), (c) and (d) have been completed.

Secretary’s or Director’s Certificate. Each Obligor shall have delivered to such Purchaser a certificate of its Secretary or an Assistant Secretary or a Director or other appropriate person, 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 Notes and this Agreement.

6.7New Guarantee. (a) Within 30 days after any Guarantee Reinstatement Date, the Company shall deliver, or cause to be delivered, to the Administrative Agent the New Guarantee, executed and delivered by # each Principal Domestic Subsidiary and # each Initial Subsidiary Guarantor that is then a Domestic Subsidiary and not a Foreign Subsidiary Holding Company, together with customary secretary’s certificates, resolutions and legal opinions.

Exhibit # — Form of Secretary’s Certificate

Governmental Certificates. Certificates of the appropriate government officials of the state of incorporation or organization of Borrower and each other Obligated Party as to the existence and good standing of Borrower and each other Obligated Party, each dated within thirty (30) days prior to the date of the initial Credit Extension;

Unit Certificates. Series C Preferred Units shall initially be represented by book entries in the records of the Partnership. At the election of a Holder, such units may be represented by unit certificates substantially in the form set forth as ‎[Exhibit B] hereto, with such changes or revisions thereto as the Partnership may reasonably deem is appropriate.