Common use of Resolutions; Incumbency Clause in Contracts

Resolutions; Incumbency. (i) Copies of the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents to be delivered by the Borrower, and authorizing the borrowing of the Loans and the issuance of the Letters of Credit, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrower; (ii) Copies of the resolutions of the Board of Directors of Holdings approving and authorizing the execution, delivery and performance by Holdings of this Agreement (including the guaranty of the Obligations of the Borrower) and the other Transaction Documents to be delivered by Holdings hereunder, certified by the Secretary or an Assistant Secretary of Holdings; (iii) Copies of the resolutions of the Board of Directors of each Subsidiary Guarantor (if any) approving and authorizing the execution, delivery and performance by such Subsidiary Guarantor of the Subsidiary Guaranty, the Pledge Agreement, the Security Agreement and the other Loan Documents to be delivered by such Subsidiary Guarantor, certified by the Secretary or an Assistant Secretary of such Subsidiary Guarantor; and (iv) Certificates of the Secretary or Assistant Secretary of Holdings, the Borrower and each Subsidiary Guarantor (if any) certifying the names and true signatures of the officers of Holdings, the Borrower and such Subsidiary Guarantor authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents, notices, requests and other communications to be delivered hereunder or thereunder.

Resolutions; Incumbency. (i) Copies of the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Agreement and the other Loan Transaction Documents to be delivered by the Borrower, and authorizing the borrowing of the Loans and the issuance of the Letters of Credit, certified as of the Closing Effective Date by the Secretary or an Assistant Secretary of the Borrower; (ii) Copies of the resolutions of the Board of Directors of Holdings approving and authorizing the execution, delivery and performance by Holdings of this Agreement (including the guaranty of the Obligations of the Borrower) and the other Transaction Documents to be delivered by Holdings hereunderHoldings, certified by the Secretary or an Assistant Secretary of Holdings; (iii) Copies of the resolutions of the Board of Directors of each Subsidiary Guarantor (if any) approving and authorizing the execution, delivery and performance by such Subsidiary Guarantor of the Subsidiary Guaranty, the Pledge Agreement, the Security Agreement Guaranty and the other Loan Transaction Documents to be delivered by such Subsidiary Guarantor; (iv) Copies of the resolutions of the Board of Directors of Merger Sub approving and authorizing the execution, certified delivery and performance by Merger Sub of the Secretary or an Assistant Secretary of such Subsidiary GuarantorMerger Agreement and the other Transaction Documents to be delivered by Merger Sub; and (ivv) Certificates of the Secretary or Assistant Secretary of Holdings, the Borrower Borrower, Merger Sub and each Subsidiary Guarantor (if any) certifying the names names, incumbency and true signatures of the officers of Holdings, the Borrower Borrower, Merger Sub and such Subsidiary Guarantor authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Transaction Documents, notices, requests and other communications to be delivered hereunder or thereunder.

Resolutions; Incumbency. (i) Copies of the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents to be delivered by the Borrower, and authorizing the borrowing of the Revolving Loans and the issuance of the Letters of Credit, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrower; (ii) Copies of the resolutions of the Board of Directors of Holdings approving and authorizing the execution, delivery and performance by Holdings of this Agreement (including the guaranty of the Obligations of the Borrower) and the other Transaction Loan Documents to be delivered by Holdings hereunderHoldings, certified by the Secretary or an Assistant Secretary of Holdings; (iii) Copies of the resolutions of the Board of Directors of each Subsidiary Guarantor (if any) approving and authorizing the execution, delivery and performance by such Subsidiary Guarantor of the Subsidiary Guaranty, the Pledge Agreement, the Security Agreement and the other Loan Documents to be delivered by such Subsidiary Guarantor, certified by the Secretary or an Assistant Secretary of such Subsidiary Guarantor; and (iv) Certificates of the Secretary or Assistant Secretary of Holdings, the Borrower and each Subsidiary Guarantor (if any) certifying the names and true signatures of the officers of Holdings, the Borrower and such Subsidiary Guarantor authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents, notices, requests and other communications to be delivered hereunder or thereunder.

Resolutions; Incumbency. (i1) Copies of the resolutions of the Board boards of Directors directors or other appropriate governing body (or of the Borrower appropriate committee thereof) of each Company (including such item or items relating to Dankalux Sarl as sole commandite of Dankalux) certified by its secretary or assistant secretary or other appropriate representative of such Company as of the Closing Date, approving and authorizing adopting the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents to be delivered executed by the Borrowersuch Person, and authorizing the borrowing execution and delivery and performance thereof; (2) specimen signatures of officers or other appropriate representatives of each Company executing the Loan Documents on behalf of such Company (including such item or items relating to Dankalux Sarl as sole commandite of Dankalux), which signature, and the office and incumbency of such person, shall be certified by the appropriate representative of such Company; (3) the charter documents and bylaws or deed of incorporation and articles of association or other organizational document of each Company (including such item or items relating to Dankalux Sarl as sole commandite of Dankalux) certified by the appropriate representative of such Company; (4) resolutions of the Loans and the issuance board of directors or other appropriate governing body (or of the Letters appropriate committee thereof) of Crediteach Subsidiary executing any Support Document, certified by its secretary or assistant secretary or other appropriate representative of such Subsidiary as of the Closing Date Date, approving and adopting the Loan Documents to be executed by such Person, and authorizing the Secretary or an Assistant Secretary of the Borrowerexecution and delivery and performance thereof; (ii5) Copies specimen signatures of the resolutions officers or other appropriate representatives of the Board each Subsidiary executing any Support Document on behalf of Directors of Holdings approving and authorizing the executionsuch Subsidiary, delivery and performance by Holdings of this Agreement (including the guaranty of the Obligations of the Borrower) which signatures, and the office and incumbency of such person, shall be certified by the appropriate representative of each such Subsidiary; (6) the charter documents and bylaws or deed of incorporation and articles of association or other Transaction Documents to be delivered by Holdings hereunderorganizational documents of each Subsidiary executing any Support Document, certified by the Secretary or an Assistant Secretary of Holdings; (iii) Copies of the resolutions of the Board of Directors of each Subsidiary Guarantor (if any) approving and authorizing the execution, delivery and performance by such Subsidiary Guarantor of the Subsidiary Guaranty, the Pledge Agreement, the Security Agreement and the other Loan Documents to be delivered by such Subsidiary Guarantor, certified by the Secretary or an Assistant Secretary appropriate representative of such Subsidiary Guarantor; and (iv) Certificates of the Secretary or Assistant Secretary of Holdings, the Borrower and each Subsidiary Guarantor (if any) certifying the names and true signatures of the officers of Holdings, the Borrower and such Subsidiary Guarantor authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents, notices, requests and other communications to be delivered hereunder or thereunder.Subsidiary;

Resolutions; Incumbency. (i) Copies of the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Agreement and the other Loan Transaction Documents to be delivered by the Borrower, and authorizing the borrowing of the Loans and the issuance of the Letters of Credit, certified as of the Closing Restatement Effective Date by the Secretary or an Assistant Secretary of the Borrower; (ii) Copies of the resolutions of the Board of Directors of Holdings approving and authorizing the execution, delivery and performance by Holdings of this Agreement (including the guaranty of the Obligations of the Borrower) and the other Transaction Documents to be delivered by Holdings hereunderHoldings, certified by the Secretary or an Assistant Secretary of Holdings; (iii) Copies of the resolutions of the Board of Directors of each Subsidiary Guarantor (if any) approving and authorizing the execution, delivery and performance by such Subsidiary Guarantor of the Subsidiary Guaranty, the Pledge Agreement, the Security Agreement Guaranty and the other Loan Transaction Documents to be delivered by such Subsidiary Guarantor, certified as of the Restatement Effective Date by the Secretary or an Assistant Secretary of such Subsidiary Guarantor; and (iv) Certificates of the Secretary or Assistant Secretary of Holdings, the Borrower Borrower, and each Subsidiary Guarantor (if any) certifying the names names, incumbency and true signatures of the officers of Holdings, the Borrower and such Subsidiary Guarantor authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Transaction Documents, notices, requests and other communications to be delivered hereunder or thereunder.

Resolutions; Incumbency. (i1) Copies of the resolutions of the Board boards of Directors directors or other appropriate governing body (or of the Borrower appropriate committee thereof) of each Company (including such item or items relating to Dankalux Sarl as sole commandite of Dankalux) certified by its secretary or assistant secretary or other appropriate representative of such Company as of the Closing Date, approving and authorizing adopting the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents to be delivered executed by such Person as of the BorrowerClosing Date, and authorizing the borrowing execution and delivery and performance thereof; (2) except to the extent delivered pursuant to the Amended and Restated Credit Agreement, specimen signatures of officers or other appropriate representatives of each Company executing the Loan Documents on behalf of such Company (including such item or items relating to Dankalux Sarl as sole commandite of Dankalux), which signature, and the office and incumbency of such person, shall be certified by the appropriate representative of such Company; (3) except to the extent delivered pursuant to the Amended and Restated Credit Agreement, the charter documents and bylaws or deed of incorporation and articles of association or other organizational document of each Company (including such item or items relating to Dankalux Sarl as sole commandite of Dankalux) certified by the appropriate representative of such Company; (4) resolutions of the Loans and the issuance board of directors or other appropriate governing body (or of the Letters appropriate committee thereof) of Crediteach Subsidiary executing any Support Document, certified by its secretary or assistant secretary or other appropriate representative of such Subsidiary as of the Closing Date Date, approving and adopting the Loan Documents to be executed by the Secretary or an Assistant Secretary such Person as of the BorrowerClosing Date, and authorizing the execution and delivery and performance thereof; (ii5) Copies except to the extent delivered pursuant to the Amended and Restated Credit Agreement, specimen signatures of the resolutions officers or other appropriate representatives of the Board each Subsidiary executing any Support Document on behalf of Directors of Holdings approving and authorizing the executionsuch Subsidiary, delivery and performance by Holdings of this Agreement (including the guaranty of the Obligations of the Borrower) which signatures, and the office and incumbency of such person, shall be certified by the appropriate representative of each such Subsidiary; (6) except to the extent delivered pursuant to the Amended and Restated Credit Agreement, the charter documents and bylaws or deed of incorporation and articles of association or other Transaction Documents to be delivered by Holdings hereunderorganizational documents of each Subsidiary executing any Support Document, certified by the Secretary or an Assistant Secretary of Holdings; (iii) Copies of the resolutions of the Board of Directors of each Subsidiary Guarantor (if any) approving and authorizing the execution, delivery and performance by such Subsidiary Guarantor of the Subsidiary Guaranty, the Pledge Agreement, the Security Agreement and the other Loan Documents to be delivered by such Subsidiary Guarantor, certified by the Secretary or an Assistant Secretary appropriate representative of such Subsidiary Guarantor; and (iv) Certificates of the Secretary or Assistant Secretary of Holdings, the Borrower and each Subsidiary Guarantor (if any) certifying the names and true signatures of the officers of Holdings, the Borrower and such Subsidiary Guarantor authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents, notices, requests and other communications to be delivered hereunder or thereunder.Subsidiary;