Common use of Bylaws and Resolutions Clause in Contracts

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's ’s bylaws, together with all amendments thereto and (b) resolutions of such Person's ’s Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's ’s corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of DirectorsDirectors and stockholders, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylaws’s bylaws and all charter documents including partnership and/or operating agreements, together with all amendments thereto and (b) resolutions of such Person's ’s Board of DirectorsDirectors and partners, members and stockholders, as applicable, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's ’s corporate or organizational secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's ---------------------- bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of DirectorsDirectors and stockholders, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date date hereof by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's ’s bylaws, together with all amendments thereto and (b) resolutions of such Person's ’s Board of Directors, Directors approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's ’s corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's ’s bylaws, together with all amendments thereto and (b) resolutions of such Person's ’s Board of DirectorsDirectors and stockholders, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's ’s corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (ai) such Person's ’s bylaws, together with all amendments thereto and (bii) resolutions of such Person's ’s Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's ’s corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylawsbylaws or the foreign equivalent, together with all amendments thereto and (b) resolutions of such Person's Board of DirectorsDirectors and, to the extent required under applicable law, stockholders, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylaws’s bylaws or operating agreement, as applicable, together with all amendments thereto and (b) resolutions of such Person's ’s Board of DirectorsDirectors or Members, as applicable, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's ’s corporate secretary or an assistant secretary or Members, as applicable, as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board board of Directors, directors approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylaws, partnership agreement or operating agreement, as the case may be, together with all amendments thereto and (b) resolutions of such Person's Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of Directors, Directors approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Effective Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's ’s bylaws, together with all amendments thereto and (b) resolutions of such Person's ’s Board of Directors, Directors approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Effective Date by such Person's corporate ’s secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylaws, together with all amendments thereto and thereto, (b) resolutions of such Person's Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, and (c) each such Person's partnership agreement and unanimous shareholder agreement (if any), each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's ’s bylaws, together with all amendments thereto and (b) resolutions of such Person's ’s Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewiththerewith on the Second Amendment Effective Date, each certified as of the Closing Second Amendment Effective Date by such Person's ’s corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of DirectorsDirectors (and, to the extent required for the execution or performance of the Loan Documents, its stockholders), approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's ’s bylaws, together with all amendments thereto , and (b) resolutions of such Person's ’s Board of DirectorsDirectors and stockholders, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's ’s corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit PartyParty that is executing any Loan Document, (a) such Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such ---------------------- Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of Directors, Directors approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of Directors, and stockholders, if necessary, approving and authorizing the execution, delivery and performance of the Loan Operative Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit PartyParty (other than foreign Subsidiaries), (a) such Person's bylawsbylaws (or other organizational documents), together with all amendments thereto and (b) resolutions of such Person's Board of DirectorsDirectors and stockholders, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of DirectorsDirectors and stockholders, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary or equivalent Person as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a1) such Person's bylaws, together with all amendments thereto and (b2) resolutions of such Person's Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylawsbylaws (or analogous governing agreement), together with all amendments thereto and (b) resolutions of such Person's Board of DirectorsDirectors (or analogous governing board), approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's ’s bylaws, together with all amendments thereto and (b) resolutions of such Person's ’s Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents and the Term Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's ’s corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's ’s bylaws, together with all amendments thereto and (b) resolutions of such Person's ’s Board of DirectorsDirectors and stockholders, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Original Closing Date by such Person's ’s corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.. O.

Bylaws and Resolutions. For each Credit Party, (a) such Person's ’s bylaws, together with all amendments thereto and (b) resolutions of such Person's ’s Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewiththerewith on the Third Amendment Effective Date, each certified as of the Closing Third Amendment Effective Date by such Person's ’s corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of DirectorsDirectors and the other Related Transaction Documents, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of DirectorsDirectors [and stockholders], approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each US Credit Party, (a) such ---------------------- Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of DirectorsDirectors or Members, as applicable, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary or Members, as applicable, as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of Directors, Directors approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of Directors, Directors approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Effective Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.. (See SCHEDULE 1 (17d)-(17e))

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of DirectorsDirectors (and, if necessary), approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of DirectorsDirectors or Board of Managers, as applicable and stockholders, approving and authorizing the execution, delivery and performance of the Loan Documents and the other Related Transaction Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit PartyParty and LTF, (a) such Person's bylaws, operating agreement or similar document, together with all amendments thereto and (b) resolutions of such Person's Board of DirectorsDirectors or other governing body, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewithRelated Transactions, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylawsbylaws or operating agreement, as applicable, together with all amendments thereto and (b) resolutions of such Person's Board of DirectorsDirectors or Members, as applicable, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary or Members, as applicable, as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of DirectorsDirectors and shareholders, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's amendments, if any, to its bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of DirectorsDirectors or Members, as applicable, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party this Amendment and the transactions other documents and instruments to be consummated delivered in connection therewithwith the transaction contemplated by this Amendment , each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary or Members, as applicable, as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's ’s bylaws, together with all amendments thereto and thereto, (b) resolutions of such Person's ’s Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, and (c) each such Person’s partnership agreement and unanimous shareholder agreement (if any), each certified as of the Closing Date by such Person's ’s corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's ’s bylaws, together with all amendments thereto and (b) resolutions of such Person's ’s Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party Amendment and the transactions to be consummated in connection therewith, each certified as of the Closing First Amendment Date by such Person's ’s corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.;

Bylaws and Resolutions. For each US Credit Party, (a) such Person's ’s bylaws, together with all amendments thereto and (b) resolutions of such Person's ’s Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's ’s corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylaws’s bylaws or the foreign equivalent, together with all amendments thereto and (b) resolutions of such Person's ’s Board of DirectorsDirectors and, to the extent required under applicable law, stockholders, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's ’s corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's ’s bylaws, together with all amendments thereto and (b) resolutions of such Person's ’s Board of DirectorsDirectors and stockholders, if applicable, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's ’s corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylaws, together with all amendments thereto ’s bylaws as in effect on the Closing Date and (b) resolutions of such Person's ’s Board of Directors, Directors approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's ’s corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's ---------------------- bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Effective Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylaws’s bylaws or limited partnership agreements, as applicable, together with all amendments thereto and (b) resolutions of such Person's ’s Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's ’s corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Restatement Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Restatement Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's ’s bylaws, together with all amendments thereto and (b) resolutions of such Person's ’s Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Restatement Date by such Person's ’s corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

Bylaws and Resolutions. For each Credit Party, (a) such Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party Amendment and the transactions to be consummated in connection therewith, each certified as of the Closing Second Amendment Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.;