Common use of Secretary’s Certificate Clause in Contracts

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of 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.

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 (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.

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 corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

Secretary’s Certificate. The Company shall have delivered to such Purchaser you a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreementthe Agreements.

Secretary’s Certificate. The Company shall have delivered to such Purchaser you a certificate of its the Secretary or an Assistant Secretary, dated Secretary of the date of Closing, Company certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and the Other Agreements.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of such 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.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, filing and execution of the Articles Supplementary, the authorization, issuance and sale of the MRP Shares and the authorization, execution and delivery of the Notes and this Agreement.

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 corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.to

Secretary’s Certificate. The Each Constituent Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (1) the resolutions attached thereto and any other corporate proceedings relating to the authorization, execution and delivery of this Agreement and, in the case of the Company, the Notes and this Agreement(2) such Constituent Company’s organizational documents as then in effect.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Bonds and this Agreement.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of 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.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of ClosingClosing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

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 corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement, the Bonds, under the Indenture, and the Supplement.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretarycertificate, 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.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or an Assistant Secretary, dated the date of such 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, in the form attached hereto as Exhibit 4.3(b).

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Bonds, this Agreement and this Agreementthe other Bond Documents to which it is party and (ii) the Company organizational documents as then in effect. Section 4.4.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.

Secretary’s Certificate. The Company Each Obligor shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of 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.

Secretary’s Certificate. The Company shall have delivered to such Purchaser you a certificate of its the Secretary or an Assistant SecretarySecretary of the Company, 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.

Secretary’s Certificate. The Company and the Guarantors shall have delivered to such Purchaser a certificate of its respective Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Notes, the Subsidiary Guaranties and this Agreement, as applicable and (ii) the Company’s and the Guarantors’ organizational documents as then in effect.

Secretary’s Certificate. The Company Each Obligor shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementFinancing Agreements to which it is a party.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretarygeneral partner, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.

Secretary’s Certificate. The Company Each Obligor shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate limited partnership proceedings relating to the authorization, execution and delivery of the Notes and this Agreement, as applicable and (ii) such Obligor’s organizational documents as then in effect.

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 (i) the resolutions attached thereto and other corporate limited partnership proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.

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 (1) the resolutions attached thereto and any other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (2) the Company’s organizational documents as then in effect.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or an Assistant Secretary, dated the date of such 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.

Secretary’s Certificate. The Company shall have delivered to such Purchaser Parent a certificate of its the Secretary or Assistant Secretaryof the Company, dated as of the date of ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery incumbency of officers of the Notes Company executing documents executed and delivered in connection herewith, (ii) the copies of the Certificate of Incorporation and Bylaws, each as in effect from the date of this AgreementAgreement until the Closing Date and (iii) a copy of the votes of the Company Board and the Stockholders authorizing and approving the applicable matters contemplated hereunder.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Secretary, Assistant Secretary, or other officer authorized by the Company to make such certification, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementFinancing Agreements.

Secretary’s Certificate. (1) The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of 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.

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 (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Bonds to be purchased at the Closing and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.

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 (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement, the Supplemental Indenture, the First Mortgage Bond Documents to which it is a party, the Notes and this Agreementthe First Mortgage Bonds and (ii) the Company’s organizational documents as then in effect.

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 corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement, the Bonds and the Supplement.

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 corporate proceedings relating to the authorization, filing and execution of the Articles Supplementary, the authorization, issuance and sale of the MRP Shares and the authorization, execution and delivery of the Notes and this Agreement.

Secretary’s Certificate. The Company shall have delivered to such Purchaser the Buyer a certificate of its the Secretary or Assistant Secretaryof the Company, dated as of the date of ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery incumbency of officers of the Notes Company executing documents executed and delivered in connection herewith and (ii) true and complete copies of the Company’s certificate of incorporation and by-laws, each as in effect from the date of this AgreementAgreement until the Closing Date.

Secretary’s Certificate. The Company Purchaser shall have delivered to such Purchaser received a certificate of its Secretary or Assistant Secretarycertificate, dated the date Closing Date and signed by the Secretary or an Assistant Secretary of Closingthe Company, certifying as to the resolutions truth and correctness of attached thereto and other corporate proceedings relating to the authorization, execution and delivery copies of the Notes Certificate of Incorporation and By-laws of the Company and resolutions of the Board of Directors of the Company approving this AgreementAgreement and the transactions contemplated hereby.

Secretary’s Certificate. The Company shall have delivered to such Purchaser you a certificate of its Secretary or one of its Assistant SecretarySecretaries, 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 Notes, this Agreement and this Agreementthe Other Agreements.

Secretary’s Certificate. The Company Each Obligor 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 corporate proceedings relating to the authorization, execution and delivery of the Series 2008A Notes and this Agreement.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement, the Supplemental Indenture, the First Mortgage Bond Documents to which it is a party, the Notes and this Agreementthe First Mortgage Bonds and (ii) the Company’s organizational documents as then in effect.

Secretary’s Certificate. The Company shall have delivered to such Purchaser the Purchasers a certificate executed by the Company’s Secretary dated as of such Closing Date, certifying the resolutions adopted by the Board of Directors of the Company, approving the transactions contemplated by this Agreement and the issuance of the Preferred Stock and the Warrants, certifying the current versions of its Secretary or Assistant Secretary, dated Certificate of Incorporation and Bylaws of the date of Closing, Company and certifying as to the resolutions attached thereto signatures and other corporate proceedings relating to authority of persons signing this Agreement, the authorizationPreferred Stock, execution the Warrants and delivery related documents on behalf of the Notes and this AgreementCompany.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement, the Supplemental Indenture, the First Mortgage Bond Documents to which it is a party, the Notes and this Agreementthe First Mortgage Bonds and (ii) the Company’s organizational documents as then in effect.

Secretary’s Certificate. The Company shall have delivered to such each Purchaser at the Closing a certificate of its Secretary or Assistant 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 Notes to be issued at the Closing and this Agreement.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its the Secretary or Assistant SecretarySecretary of its managing general partner, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate legal proceedings relating to the authorization, execution and delivery by the Company of the Notes and this Agreement.

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 (1) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (2) the Company’s organizational documents as then in effect.

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 (i) the resolutions attached thereto and other corporate entity organizational proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s Organization Documents as then in effect.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretaryan authorized officer, 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.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the such Notes and this AgreementAgreement and (ii) the Company’s Organization Documents as then in effect.

Secretary’s Certificate. The Company and the Guarantors shall have delivered to such Purchaser a certificate of its respective Secretary or Assistant Secretary, dated the date of such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Notes, the Subsidiary Guaranties and this Agreement, as applicable and (ii) the Company’s and the Guarantors’ organizational documents as then in effect.

Secretary’s Certificate. The Company Purchaser shall have delivered to such Purchaser received a certificate of its Secretary or Assistant Secretarycertificate, dated such Closing Date, of the date secretary of Closingthe Company in which such secretary, certifying in his or her capacity as to secretary of the Company, shall certify and attach the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Board of Directors of the company approving the Agreement, the License Agreement and this Agreementthe transactions contemplated hereunder, and shall certify that such resolutions have not been amended or modified and remain in full force and effect.

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 (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Bonds, this Agreement and this Agreementthe other Bond Documents to which it is party and (ii) the Company organizational documents as then in effect.

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 corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Securities and this Agreement, the approval by the Company Board of the Charter Amendment and the approval by the shareholders of the Company of the Share Issuance Proposal, the Change of Control Proposal and the Charter Proposal.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or an Assistant Secretary, dated the date of ClosingFunding Date, certifying as that no changes to the certificate and accompanying materials delivered pursuant to Section 4.3(b) are required or, if additional resolutions attached thereto and or other corporate proceedings have occurred relating to the authorization, execution and delivery of the Notes and this AgreementAgreement or its organizational documents have been amended or otherwise modified, certifying as to such resolutions and proceedings and/or modified organizational documents.

Secretary’s Certificate. The Company shall have delivered to such Purchaser you a certificate of its the Secretary or an Assistant SecretarySecretary of the Company, dated the date of such 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.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretarygeneral partner, 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.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate Certificate, executed on behalf of the Company by its Secretary or Assistant Secretary, dated as of the date of ClosingFirst Closing Date, certifying as to the Company's Board resolutions attached thereto approving the transactions contemplated by this Agreement and the other corporate proceedings relating to Transaction Documents and the authorization, execution and delivery issuance of the Notes First Shares in the form attached hereto as Schedule I and this Agreementcertifying the current versions of the Certificate of Incorporation and Bylaws of the Company.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closingsuch Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

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

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretarycertificate, dated the date as of Closingsuch Closing Day, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the such Accepted Notes and this Agreement.

Secretary’s Certificate. The Company shall have delivered to such each Purchaser a certificate, executed by the Secretary of the Company, dated as of the Closing Date, certifying the authenticity of attached copies of the Company's restated certificate of its Secretary or Assistant Secretaryincorporation, dated the date Certificate of ClosingDesignations, certifying as to the Bylaws and resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementBoard of the Company approving the transactions contemplated hereby.

Secretary’s Certificate. The Company and each Subsidiary Guarantor shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s and each Subsidiary Guarantor’s organizational documents as then in effect.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, such Closing certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate you certificates of its and each Subsidiary Guarantor’s Secretary or an Assistant Secretary, dated the date of 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.

Secretary’s Certificate. The Company Corporation shall have delivered to such the ----------------------- Purchaser a certificate certificate, executed by the Secretary of its Secretary or Assistant Secretarythe Corporation, dated as of the date of ClosingClosing Date, and certifying as to the resolutions attached thereto certificate of incorporation, by- laws, incumbency of officers and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreementauthorizing resolutions.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Bonds, the Indenture and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement and the Notes to be issued on the date of the applicable Closing and this AgreementAgreement and (ii) the organizational documents of the Company; provided that in lieu of attaching such organizational documents, the Company may certify that the organizational documents of the Company have not been modified since the last certified set thereof delivered to such Purchaser.

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 (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Financing Documents to which the Company is a party and this Agreement(ii) the Company’s organizational documents as then in effect. Section 4.4.

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 corporate proceedings relating to the authorization, execution and delivery of this Agreement, the Notes and this Agreementthe Pledged Mortgage Bond.

Secretary’s Certificate. The Company shall have delivered to such Purchaser you a certificate of its Secretary or one of its Assistant SecretarySecretaries, dated the date of ClosingClosing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Notes, this Agreement and this the Other Agreement.

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 (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.Agreement and (ii) the Company’s Organizational Documents as then in effect. (c)

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 (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Bonds, this Agreement and this Agreementthe Indenture and (ii) the Company’s organizational documents as then in effect.

Secretary’s Certificate. The Company shall have delivered to such the Purchaser a certificate of its Secretary or Assistant Secretary, dated as of the date of ClosingIssuance Date, certifying as to the board resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

Secretary’s Certificate. The Each Constituent Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant SecretarySecretary (or person performing similar functions), dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate limited partnership, trust or other proceedings relating to the authorization, execution and delivery of this Agreement and, in the Notes and this Agreementcase of the Issuer, the Notes.

Secretary’s Certificate. The Company shall have delivered to such Purchaser you a certificate of its Secretary or Assistant 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 Notes Notes, this Agreement and this Agreementthe Other Agreements.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a A certificate of its the Secretary or Assistant Secretaryof the Company, dated the date of ClosingClosing Date, certifying as to the resolutions attached incumbency of any officer of the Company executing this Agreement or any document related thereto and covering such other corporate proceedings relating to matters as the authorization, execution and delivery of the Notes and this Agreement.Purchaser may reasonably request;

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretarygeneral partner, dated the date of such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of each Note and the Notes Agreements and this Agreementthe Company's organizational documents as then in effect.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closingthe applicable Closing Day, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the such Notes and this Agreement.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of such 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.to

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 (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational documents as then in effect. WhiteHorse Finance, Inc. Note Purchase Agreement.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or an Assistant Secretary, dated the date of ClosingClosing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Series 2008-A Notes being delivered on the Closing Date and this Agreement.

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 (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Bonds, this Agreement and this Agreement.the other Bond Documents to which it is party and (ii) the Company organizational documents as then in effect. 2

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of such Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, filing and execution of the Articles Supplementary, the authorization, issuance and sale of the MRP Shares and the authorization, execution and delivery of the Notes and this Agreement.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of each Note and the Notes Agreements and this Agreementthe Company’s organizational documents as then in effect. 4.4.

Secretary’s Certificate. The Company Each of the Noteholders shall have delivered to such Purchaser received a certificate of its the Secretary or an Assistant SecretarySecretary of the Company, dated the date of Closinghereof, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes this Amendment Agreement, in form and this Agreementsubstance satisfactory to such Noteholder and its counsel.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its the Secretary or Assistant Secretaryof the Company, dated as of the date of ClosingClosing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery copies of the Notes Certificate of Incorporation and By-Laws, each as in effect from the date of this AgreementAgreement until the Closing Date, (ii) a copy of the votes of the Company Board authorizing and approving the applicable matters contemplated hereunder and (iii) written consents constituting the Company Stockholder Approval.

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 (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Notes, this Agreement and this Agreementthe other Note Documents and (ii) the Company’s organizational documents as then in effect.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretarysecretary’s certificate, dated as of the date of ClosingClosing Date, certifying as to attached copies of (A) the Organizational Documents of the Company (B) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Company's Board approving this Agreement and the transactions contemplated hereby; and (D) the incumbency of each authorized officer of the Company signing this AgreementAgreement and the Transaction Documents and any other documents required to be executed or delivered in connection herewith and therewith.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Notes, this Agreement and this Agreementthe other Note Documents to which it is a party and (ii) the Company’s organizational documents as then in effect.

Secretary’s Certificate. The (1) Each Constituent Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant SecretarySecretary (or person performing similar functions), dated the date of ClosingFunding Date, certifying as to the resolutions attached thereto and other corporate limited partnership, trust or other proceedings relating to the authorization, execution and delivery of this Agreement and, in the Notes and this Agreementcase of the Issuer, the Notes.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the applicable Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.

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 (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company's organizational documents as then in effect.

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 (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes hereunder and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closingsuch Closing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement and the Notes to be issued on such Closing Date, and this Agreement(ii) the Company’s organizational documents as then in effect.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement, the applicable Supplemental Indenture, the applicable First Mortgage Bond Documents to which it is a party, the applicable series of Notes and this Agreementthe applicable First Mortgage Bonds and (ii) the Company’s organizational documents as then in effect.

Secretary’s Certificate. The Company shall have delivered to such Purchaser Acquiror and Parent a certificate of certificate, dated the Closing Date, executed by its Secretary or Assistant Secretary, dated the date of Closing, Secretary and certifying as to the resolutions attached thereto Company's Articles of Incorporation, bylaws, enabling resolutions, incumbency of officers and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreementreasonably related matters.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or an Assistant Secretary, dated the date of the Closing, certifying as to (1) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (2) the Company’s organizational documents as then in effect.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant SecretarySecretary or other appropriate officers, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.

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 (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Bonds, this Agreement and this Agreementthe Supplemental Indenture and (ii) the Company’s Amended and Restated Articles of Incorporation and Amended and Restated By-Laws as then in effect.

Secretary’s Certificate. The Company shall have delivered to such the ----------------------- Purchaser a certificate certificate, executed by the Secretary of its Secretary or Assistant Secretarythe Company, dated as of the date of Closingapplicable Closing Date, and certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery authenticity of the Notes Amended and this AgreementRestated Certificate of Incorporation and the Bylaws, the resolutions of the Board authorizing the transactions contemplated hereby and the incumbency of the Company's officers.