Common use of Resolutions, etc Clause in Contracts

Resolutions, etc. The Agent shall have received from the Borrower and each Subsidiary a certificate, dated a date satisfactory to the Agent, of its Secretary or Assistant Secretary as to (a) resolutions of its Board of Directors then in full force and effect authorizing the execution, delivery and performance of this Agreement, the Notes and each other Agreement Document to be executed by it; and (b) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, the Notes and each other Agreement Document executed by it, upon which certificate each Lender may conclusively rely until it shall have received a further certificate of the Secretary or Assistant Secretary of the Borrower or such Subsidiary, as the case may be, canceling or amending such prior certificate.

Resolutions, etc. The Agent Lender shall have received from the Borrower and each Subsidiary a certificate, dated a date satisfactory on or prior to the Agentdate on which the Loan is made, of its Secretary or Assistant Secretary as to (a) resolutions of its Board of Directors then in full force and effect authorizing the execution, delivery and performance of this Agreement, the Notes Note and each other Agreement Loan Document to be executed by it; and (b) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, the Notes Note and each other Agreement Loan Document executed by it, upon which certificate each the Lender may conclusively rely until it shall have received a further certificate of the Secretary or Assistant Secretary of the Borrower or such Subsidiary, as the case may be, canceling or amending such prior certificate.

Resolutions, etc. The Administrative Agent shall have received from each of the Borrower and each Subsidiary ProSource a certificate, dated a date satisfactory to the AgentEffective Date, of its Secretary or Assistant Secretary as to (a) resolutions of its Board of Directors then in full force and effect authorizing the execution, delivery and performance of this Agreement, the Notes Notes, the Swingline Note and each other Agreement Loan Document to be executed by it; and (b) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, the Notes and each other Agreement Loan Document executed by it, upon which certificate each Lender Secured Party may conclusively rely until it shall have received a further certificate of the Secretary or Assistant Secretary of the Borrower or such SubsidiaryProSource, as the case may be, canceling or amending such prior certificate.

Resolutions, etc. The Administrative Agent shall have ----------------- received from the each Borrower and each Significant Subsidiary a certificate, dated a the date satisfactory to the Agenthereof, of its Secretary or Assistant Secretary as to (a) resolutions of its Board of Directors then in full force and effect authorizing the execution, delivery and performance of this Agreement, the Notes Agreement and each other Agreement Loan Document to be executed by it; and; (b) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, the Notes Agreement and each other Agreement Loan Document executed by it, ; and (c) upon which certificate each Lender Party may conclusively rely until it shall have received a further certificate of the Secretary or Assistant Secretary of the Borrower or such Subsidiary, as the case may be, Obligor canceling or amending such prior certificate.

Resolutions, etc. The Administrative Agent shall have ---------------- received from the Borrower and each Subsidiary a certificate, dated a date the Second Amendment Effective Date, in form and substance satisfactory to the Administrative Agent, of its Secretary or Assistant Secretary as to to (a) resolutions of its Board of Directors then in full force and effect authorizing the execution, delivery and performance of this Agreement, the Notes Amendment and each other Agreement Loan Document to be executed by it; and and (b) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, the Notes Amendment and each other Agreement Loan Document executed by it, upon which certificate each Lender may conclusively rely until it shall have received a further certificate of the Secretary or Assistant Secretary of the Borrower or such Subsidiary, as the case may be, canceling or amending such prior certificate.

Resolutions, etc. The Agent shall have received from each of the Borrower and each Subsidiary the Guarantor, a certificate, dated a the date satisfactory to of the Agentinitial Borrowing, of its Secretary or Assistant Secretary as to to (a) resolutions of its Board of Directors or other governing body then in full force and effect authorizing the execution, delivery and performance of this Agreement, the Notes Agreement and each other Agreement Loan Document to be executed by it; and it and (b) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, the Notes Agreement and each other Agreement Loan Document executed by it, upon which certificate the Agent and each Lender may conclusively rely until it shall have received a further certificate of the Secretary or Assistant Secretary of the Borrower or such Subsidiary, the Guarantor (as the case may be, ) canceling or amending such prior certificate.. Satisfactory Review and Legal Form

Resolutions, etc. The Agent shall have received from the Borrower and each Subsidiary a certificate, dated a date satisfactory to the Agent, of its Secretary or Assistant Secretary as to (a) resolutions of its Board of Directors then in full force and effect authorizing the execution, delivery and performance of this Agreement, the Notes and each other Agreement Loan Document to be executed by it; and (b) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, the Notes and each other Agreement Loan Document executed by it, upon which certificate each Lender may conclusively rely until it shall have received a further certificate of the Secretary or Assistant Secretary of the Borrower or such Subsidiary, as the case may be, canceling or amending such prior certificate.

Resolutions, etc. The Agent shall have received from each of the Borrower Borrowers and each Subsidiary Guarantors, a certificate, dated a as of the date satisfactory to the Agenthereof, of its Secretary or Assistant Secretary as to (a) resolutions of its Board of Directors then in full force and effect authorizing the execution, delivery and performance of this Agreement, the Notes Third Amendment and each other Agreement Loan Document to be executed by it; and (b) the incumbency and signatures of those the officers of its officers each of the Borrowers authorized to act with respect to this Agreement, the Notes Third Amendment and each other Agreement Loan Document as is to be executed by it, upon which certificate each Lender may conclusively rely until it shall have received a further certificate of the Secretary or Assistant Secretary of each of the Borrower or such Subsidiary, as the case may be, Borrowers canceling or amending such prior certificate.

Resolutions, etc. The Agent Agents shall have received from the Borrower and each Subsidiary Obligor a certificate, dated a date satisfactory to the AgentClosing Date, of its Secretary or Assistant Secretary as to to (ai) resolutions of its Board of Directors then in full force and effect authorizing the execution, delivery and performance of this Agreement, the Notes and each other Agreement Loan Document to be executed by it; and (bii) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, the Notes and each other Agreement Loan Document executed by it; and (iii) its Organic Documents, upon which certificate each Lender may conclusively rely until it shall have received a further certificate of the Secretary or Assistant Secretary of the Borrower or such Subsidiary, as the case may be, Obligor canceling or amending such prior certificate.

Resolutions, etc. The Agent Agents shall have received from the Borrower and each Subsidiary Obligor a certificate, dated a the date satisfactory to of the Agentinitial Credit Extension, of its Secretary or Assistant Secretary as to to (ai) resolutions of its Board of Directors then in full force and effect authorizing the execution, delivery and performance of this Agreement, the Notes and each other Agreement Loan Document to be executed by it; and , and (bii) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, the Notes and each other Agreement Loan Document executed by it, upon which certificate each Agent, each Lender and each Issuer may conclusively rely until it shall have received a further certificate of the Secretary or Assistant Secretary of the Borrower or such Subsidiary, as the case may be, an Obligor canceling or amending such prior certificatecertificate with respect to such Obligor.

Resolutions, etc. The Documentation Agent shall have ---------------- received from the Borrower and each Subsidiary a certificate, dated a date the Closing Date, in form and substance satisfactory to the Documentation Agent, of its Secretary or Assistant Secretary as to (a) resolutions of its Board of Directors then in full force and effect authorizing the execution, delivery and performance of this Agreement, the Notes and each other Agreement Loan Document to be executed by it; and (b) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, the Notes and each other Agreement Loan Document executed by it, upon which certificate each Lender may conclusively rely until it shall have received a further certificate of the Secretary or Assistant Secretary of the Borrower or such Subsidiary, as the case may be, canceling or amending such prior certificate.

Resolutions, etc. The Agent Agents shall have received from the Borrower and each Subsidiary ---------------- Obligor a certificate, dated a date satisfactory to the AgentClosing Date, of its Secretary or Assistant Secretary as to to (ai) resolutions of its Board of Directors then in full force and effect authorizing the execution, delivery and performance of this Agreement, the Notes and each other Agreement Loan Document to be executed by it; and , and (bii) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, the Notes and each other Agreement Loan Document executed by it, upon which certificate each Agent and each Lender may conclusively rely until it shall have received a further certificate of the Secretary or Assistant Secretary of the Borrower or such Subsidiary, as the case may be, an Obligor canceling or amending such prior certificatecertificate with respect to such Obligor.

Resolutions, etc. The Agent shall have received from the Borrower and each Subsidiary Obligor a certificate, dated a the date satisfactory to of the Agentinitial Borrowing, of its Secretary or Assistant Secretary as to (a) resolutions of its Board of Directors then in full force and effect authorizing the execution, delivery and performance of this Agreement, the Notes and each other Agreement Loan Document to be executed by it; and (b) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, the Notes and each other Agreement Loan Document executed by it, upon which certificate each Lender may conclusively rely until it shall have received a further certificate of the Secretary or Assistant Secretary of the Borrower or such Subsidiary, as the case may be, canceling obligor cancelling or amending such prior certificate.

Resolutions, etc. The Agent shall have received ---------------- from the Borrower and each Subsidiary a certificate, dated a the date satisfactory to of the Agentinitial Borrowing, of its Secretary or Assistant Secretary as to to (a) resolutions of its Board of Directors then in full force and effect authorizing the execution, delivery and performance of this Agreement, the Notes and each other Agreement Loan Document to be executed by it; and and (b) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, the Notes and each other Agreement Loan Document executed by it, upon which certificate each Lender may conclusively rely until it shall have received a further certificate of the Secretary or Assistant Secretary of the Borrower or such Subsidiary, as the case may be, canceling or amending such prior certificate.

Resolutions, etc. The Agent shall have received from the Borrower and each Subsidiary Obligor (other than Tascor Incorporated) a certificate, dated a date satisfactory to the AgentEffective Date, of its Secretary or Assistant Secretary as to (a) resolutions of its Board of Directors then in full force and effect authorizing the execution, delivery and performance of this Agreement, the Notes and each other Agreement Loan Document to be executed by it; and (b) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, the Notes and each other Agreement Loan Document executed by it, upon which certificate each Lender may conclusively rely until it shall have received a further certificate of the Secretary or Assistant Secretary of the Borrower or such Subsidiary, as the case may be, Obligor canceling or amending such prior certificate.

Resolutions, etc. The Administrative Agent shall have received from the Borrower and each Subsidiary Obligor a certificate, dated a date satisfactory to the AgentAgreement Effective Date, of its Secretary or Assistant Secretary as to to (ai) resolutions of its Board of Directors then in full force and effect authorizing the execution, delivery and performance of this Agreement, the Notes and each other Agreement Loan Document to be executed by it; and (bii) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, the Notes and each other Agreement Loan Document executed by it; and (iii) its Organizational Documents, upon which certificate each Lender may conclusively rely until it shall have received a further certificate of the Secretary or Assistant Secretary of the Borrower or such Subsidiary, as the case may be, Obligor canceling or amending such prior certificate.