Common use of Resolution; Certificate of Incumbency Clause in Contracts

Resolution; Certificate of Incumbency. A copy of a resolution of the Board of Directors of Borrower authorizing or ratifying the execution and delivery of this Amendment and the Replacement Note and the performance of the Agreement, as amended hereby, and the Replacement Note, certified by an appropriate officer of Borrower, together with a certificate of an appropriate officer of Borrower, certifying the names of the officer(s) of Borrower authorized to sign this Amendment, the Replacement Note and all other documents or certificates to be delivered hereunder, together with a sample of the true signatures of each such person (Lender may conclusively rely on such certificate until formally advised by a like certificate of any changes therein).