Common use of Resolutions; Incumbency Clause in Contracts

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Borrower authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrower; and (ii) A certificate of the Secretary or Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Borrower Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the BorrowerCompany; and (ii) A certificate of the Secretary or Assistant Secretary of the Borrower Company, certifying the names and true signatures of the officers of the Borrower Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors members of the Borrower authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrower; and (ii) A certificate of the Secretary or Assistant Secretary of the Borrower , and certifying the names and true signatures of the officers of the Borrower authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it the Borrower hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Borrower Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the BorrowerCompany; and (ii) A certificate of the Secretary or Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to execute, execute and deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Borrower each Loan Party authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrowersuch Loan Party; and (ii) A certificate of the Secretary or Assistant Secretary of each Loan Party, dated as of the Borrower Closing Date, certifying the names and true signatures of the officers of the Borrower such Loan Party authorized to execute, execute and deliver and perform, as applicable, this Agreement, Agreement and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Borrower Company (or a committee thereof having power to authorize the transactions contemplated hereby) authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the BorrowerCompany; and (ii) A certificate of the Secretary or Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to execute, deliver and perform, as applicable, perform this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i1) Copies of the resolutions of the board of directors of the Borrower Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrower; andCompany; (ii2) A certificate of the Secretary or Assistant Secretary of the Borrower Company, certifying the names and true signatures of the officers of the Borrower Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors (or appropriate committee thereof) of the Borrower Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary, Assistant Secretary or an Assistant Secretary other appropriate officer of the BorrowerCompany; and (ii) A certificate of the Secretary, Assistant Secretary or Assistant Secretary other appropriate officer of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Borrower Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the BorrowerCompany; and (ii) A certificate of the Secretary or Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to execute, deliver and perform, as applicable, perform this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i1) Copies of the resolutions of the board of directors of the Borrower Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the BorrowerCompany; and (ii2) A certificate of the Secretary or Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Borrower Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the BorrowerCompany; and (ii) A certificate of the Secretary or Assistant Secretary of the Borrower Company, dated the Closing Date, certifying the names names, titles and true signatures of the officers of the Borrower Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i1) Copies of the resolutions of the board of directors of the Borrower Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the BorrowerCompany; and (ii2) A certificate of the Secretary or Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;.

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors or the executive committee of the Borrower board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the BorrowerCompany; and (ii) A certificate of the Secretary or Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Borrower authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrowersuch Person; and (ii) A certificate of the Secretary or Assistant Secretary of the Borrower certifying as of the names Closing Date the names, titles and true signatures of the officers of the Borrower authorized to execute, deliver and perform, as applicable, this Agreement, Agreement and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the each Borrower authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the such Borrower; and (ii) A certificate of the Secretary or Assistant Secretary of the each Borrower certifying the names and true signatures of the officers of the such Borrower authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Borrower Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary, Assistant Secretary or an Assistant Secretary other appropriate officer of the BorrowerCompany; and (ii) A certificate of the Secretary, Assistant Secretary or Assistant Secretary other appropriate officer of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Borrower Company authorizing the Loan Documents to which it is a party and the transactions contemplated herebyhereby and thereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the BorrowerCompany; and (ii) A certificate of the Secretary or Assistant Secretary of the Borrower Company, certifying the names and true signatures of the officers of the Borrower Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of each of the Borrower Companies authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrowersuch Company; and (ii) A certificate of the Secretary or Assistant Secretary of each of the Borrower Companies certifying the names and true signatures of the officers of each of the Borrower Companies authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Borrower Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the BorrowerCompany; and (ii) A a certificate of the Secretary or Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Borrower Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the BorrowerCompany; and and (ii) A a certificate of the Secretary or Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to execute, execute and deliver and perform, as applicable, this Agreement, and all other each Loan Documents Document to be delivered executed by it hereunderthe Company;

Resolutions; Incumbency. (i) Copies of the resolutions of the board ----------------------- of directors of the Borrower Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the BorrowerCompany; and and (ii) A a certificate of the Secretary or Assistant Secretary Vice President of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to execute, execute and deliver and perform, as applicable, this Agreement, and all other each Loan Documents Document to be delivered executed by it hereunderthe Company;

Resolutions; Incumbency. (i1) Copies of the resolutions of the board of directors of the Borrower Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the BorrowerCompany; and (ii2) A certificate of the Secretary or Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board respective boards of directors directors, partners, members or managers (as applicable) of the Borrower Companies authorizing the transactions contemplated hereby, certified as of the Closing Date by the each Company's Secretary or an Assistant Secretary of the BorrowerSecretary, respectively; and (ii) A certificate of the Secretary or Assistant Secretary of each of the Borrower Companies, certifying the names and true signatures of the officers of the Borrower each such Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Borrower Parent authorizing the transactions contemplated hereby, certified as of the Closing Effective Date by the its Secretary or an Assistant Secretary of the Borrowereach of them; and (ii) A certificate of the Secretary or Assistant Secretary of the Borrower Parent certifying the names and true signatures of the those of its officers of the Borrower authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Borrower Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrowersuch Loan Party; and (ii) A certificate of the Secretary or Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to execute, execute and deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) 1. Copies of the resolutions of the board of directors of the Borrower authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrower; and (ii) 2. A certificate Certificate of the Secretary or Assistant Secretary of Borrower, dated the Borrower Closing Date, certifying the names names, titles and true signatures of the officers of the Borrower authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors (or equivalent) of the Borrower Company and each Loan Party authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrowersuch Person; and (ii) A certificate of the Secretary or Assistant Secretary of the Borrower Company and each Loan Party certifying the names and true signatures of the officers of the Borrower Company and each Loan Party authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Borrower authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrower; and (ii) A certificate of the Secretary or Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to execute, deliver and perform, as applicable, this Agreement, Agreement and all other Loan Documents to be delivered by it hereunder;.

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of each of the Borrower and MW authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the BorrowerBorrower or MW; and (ii) A certificate of the Secretary or Assistant Secretary of each of the Borrower and MW certifying the names and true signatures of the officers of the Borrower or MW authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (ia) Copies of the resolutions of the board of directors of the Borrower authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrower; and (iib) A certificate of the Secretary or Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to execute, execute and deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;, and the Environmental Indemnity.

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the each Borrower authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the such Borrower; and (ii) A certificate of the Secretary or Assistant Secretary of the each Borrower certifying the names and true signatures of the officers of the such Borrower authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the each Borrower authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the such Borrower; and (ii) A certificate of the Secretary or Assistant Secretary of the each Borrower certifying the names and true signatures of the officers of the such Borrower authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents (including notices of such Borrower pursuant to Section 2.3) to be delivered by it hereunder;

Resolutions; Incumbency. Each of the following: (i) Copies a copy of the resolutions of the board Board of directors Directors of the Borrower Company authorizing the transactions contemplated herebyby the Loan Documents to which it is a party, certified as of the Closing Effective Date by the Secretary or Secretary, an Assistant Secretary or a similar officer of the BorrowerCompany; and (ii) A a certificate of the Secretary, an Assistant Secretary or Assistant Secretary a similar officer of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to execute, deliver and perform, as applicable, this Agreement, and perform all other Loan Documents to be delivered by it hereunder;.

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Borrower Company authorizing the execution and delivery of the Loan Documents and the consummation of the transactions contemplated hereby, certified as of the Closing Effective Date by the Secretary or an Assistant Secretary of the Borrowersuch Person; and and (ii) A ii a certificate of the Secretary or Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers officers, employees or authorized agents of the Borrower Company authorized to execute, execute and deliver and perform, as applicable, this Agreement, and all other the Loan Documents and to be delivered by it hereunder;deliver Notices of Borrowing, Notices of Conversion/Continuation, Compliance Certificates and similar documents.

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Borrower authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrower; and (ii) A certificate of the Secretary or Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents (including notices of the Borrower pursuant to Section 2.3) to be delivered by it hereunder;; -----------

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Borrower and each Subsidiary that may become party to a Loan Document authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrowersuch Person; and (ii) A certificate of the Secretary or Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Borrower Company and each Guarantor authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrowersuch Person; and (ii) A certificate of the Secretary or Assistant Secretary of the Borrower Company, and each Guarantor certifying the names and true signatures of the officers of the Borrower Company or such Guarantor authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board Board of directors Directors of the Borrower Company authorizing the transactions contemplated herebyby the Loan Documents to which it is a party, certified as of the Closing Effective Date by the Secretary or Secretary, an Assistant Secretary or a similar officer of the BorrowerCompany; and (ii) A certificate of the Secretary, an Assistant Secretary or Assistant Secretary a similar officer of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to execute, deliver and perform, as applicable, this Agreement, and perform all other Loan Documents to be delivered by it hereunder;.

Resolutions; Incumbency. (iA) Copies copies of the resolutions of the board of directors (or equivalent governing body) of the each Borrower authorizing the transactions contemplated hereby, certified as of the Closing Effective Date by the Secretary secretary or an Assistant Secretary assistant secretary of the Borrowersuch Xxxxxxxx; and (iiB) A a certificate of the Secretary secretary or Assistant Secretary assistant secretary of the each Borrower certifying the names and true signatures of the officers of the Borrower such Xxxxxxxx authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;.

Resolutions; Incumbency. (iA) Copies of the resolutions of the board of directors of the Borrower Company authorizing the execution and delivery of the Loan Documents and the consummation of the transactions contemplated hereby, certified as of the Closing Funding Date by the Secretary or an Assistant Secretary of the Borrowersuch Person; and (iiB) A a certificate of the Secretary or Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers officers, employees or authorized agents of the Borrower Company authorized to execute, execute and deliver and perform, as applicable, this Agreement, and all other the Loan Documents and to be delivered by it hereunder;deliver Notices of Borrowing, Notices of Conversion/Continuation, Compliance Certificates and similar documents.

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Borrower Company authorizing the execution and delivery of the Loan Documents and the consummation of the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the BorrowerCompany; and (ii) A a certificate of the Secretary or Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to executeexecute and deliver the Loan Documents, deliver Notices of Borrowing, Notices of Conversion/Continuation, Compliance Certificates and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;similar documents).

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Borrower Company authorizing the transactions contemplated hereby, certified as of the Closing Execution Date by the Secretary or an Assistant Secretary of the BorrowerCompany; and (ii) A certificate of the Secretary or Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Borrower and the Guarantor authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrowersuch Person; and (ii) A certificate of the Secretary or Assistant Secretary of the Borrower and the Guarantor certifying as of the names Closing Date the names, titles and true signatures of the officers of the Borrower and the Guarantor authorized to execute, deliver and perform, as applicable, this Agreement, Agreement and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors ----------------------- members of the Borrower authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrower; and (ii) A certificate of the Secretary or Assistant Secretary of the Borrower , and certifying the names and true signatures of the officers of the Borrower authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it the Borrower hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the each Borrower authorizing the execution and delivery of this agreement and the consummation of the transactions contemplated hereby, certified as of the Closing Restatement Effective Date by the Secretary or an Assistant Secretary of the each Borrower; , and (ii) A certificate of the Secretary or an Assistant Secretary of the each Borrower certifying the names and true signatures of the officers of the each Borrower authorized to execute, execute and deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;agreement.

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Borrower Company and the unanimous shareholder agreement and resolution of the shareholders of Medis authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the such Borrower; and (ii) A certificate of the Secretary or Assistant Secretary of the Borrower each Borrower, certifying the names and true signatures of the officers of the such Borrower authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Borrower Company, the Parent and Xxxxxx Xxxx authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrowersuch Person; and (ii) A certificate of the Secretary or Assistant Secretary of the Borrower Company, the Parent and Xxxxxx Xxxx certifying the names and true signatures of the officers of the Borrower such Person authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of each of the Borrower Company and each Guarantor authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrowersuch entity; and (ii) A certificate of the Secretary or an Assistant Secretary of each of the Borrower Company and each Guarantor certifying the names and true signatures of the officers of the Borrower such entity authorized to execute, deliver and perform, as applicable, this Agreement, and all other perform the Loan Documents to be delivered by it such entity hereunder;.

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Borrower Company and each Guarantor authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrowersuch Person; and (ii) A certificate of the Secretary or Assistant Secretary of the Borrower Company and each Guarantor certifying the names and true signatures of the officers of the Borrower Company or such Guarantor authorized to execute, deliver and perform, as applicable, this Agreement, Agreement and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the ----------------------- board of directors of the Borrower authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrower; and and (ii) A a certificate of the Secretary or Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies copies of the resolutions of the board of directors of the each Borrower approving and authorizing the transactions contemplated herebyexecution, delivery and performance by such Person of this Agreement and the other Loan Documents to be delivered hereunder, and authorizing the borrowing of the Loans, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrowersuch Person; and (ii) A and a certificate of the Secretary or Assistant Secretary of the each Borrower certifying the names and true signatures of the officers offices of the Borrower such Person authorized to execute, execute and deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;.