Common use of Resolutions; Incumbency Clause in Contracts

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company 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 such Person; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, and each Subsidiary that may become party to a Loan Document certifying the names and true signatures of the officers of the Company or such Subsidiary 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 Company 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 such Personthe Company; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, and each Subsidiary that may become party to a Loan Document Company certifying the names and true signatures of the officers of the Company or such Subsidiary 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 Company approving and each Subsidiary that may become party to a Loan Document authorizing the transactions contemplated herebyexecution, delivery and performance by the Company 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 such Personthe Company; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, and each Subsidiary that may become party to a Loan Document certifying the names and true signatures of the officers of the Company or such Subsidiary 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 Company approving and each Subsidiary that may become party to a Loan Document authorizing the transactions contemplated herebyexecution, delivery and performance by the Company of this Agreement, 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 such Personthe Company; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, and each Subsidiary that may become party to a Loan Document certifying the names and true signatures of the officers of the Company or such Subsidiary authorized to execute, deliver execute and performdeliver, 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 Board of the Company and each Material 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 such Person; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, and each Material Subsidiary that may become party to a Loan Document certifying the names and true signatures of the officers of the Company or such Subsidiary 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 similar governing body) of the Company and each such Subsidiary that may become party to a Loan Document Borrower authorizing the transactions contemplated hereby, certified as of the Closing Effective Date by the Secretary or an Assistant Secretary or similar officer of such PersonSubsidiary Borrower; and (ii) A certificate of the Secretary or Assistant Secretary or similar officer of the Company, and each such Subsidiary that may become party to a Loan Document Borrower certifying the names and true signatures of the officers of the Company or such Subsidiary 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 Company and each Subsidiary that may become party to a Loan Document authorizing the transactions contemplated hereby, certified as of the Closing Restatement Date by the Secretary or an Assistant Secretary of the Company or such PersonSubsidiary, as applicable; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, Company and each Subsidiary that may become party to a Loan Document certifying the names and true signatures of the officers of the Company or such Subsidiary 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 Company authorizing the execution, delivery and each Subsidiary that may become party performance of the Loan Documents and any other documents, instruments and certificates required to a Loan Document authorizing be executed by the Company in connection herewith or therewith and the transactions contemplated herebyhereby and thereby, certified as of the Closing Effective Date by the Secretary or an Assistant Secretary of such Personthe Company; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, and each Subsidiary that may become party to a Loan Document certifying the names and true signatures of the officers of the Company or such Subsidiary authorized to execute, deliver and perform, as applicable, this Agreement, and all other perform the 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 Company and each Subsidiary that may become party to a Loan Document authorizing the transactions contemplated herebyby the Loan Documents to which it is a party, certified as of the Closing Date by the Secretary, Assistant Secretary or an Assistant Secretary other appropriate officer of such Personthe Company; and (ii) A certificate of the Secretary, Assistant Secretary or Assistant Secretary other appropriate officer of the Company, and each Subsidiary that may become party to a Loan Document Company certifying the names and true signatures of the officers of the Company or such Subsidiary 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 Company 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 such Person; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, Company and each Subsidiary that may become party to a Loan Document certifying the names and true signatures of the officers of the Company or such Subsidiary authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. Each of the following documents: (i1) Copies copies of the resolutions of the board of directors of the Company Company, or any duly authorized committee thereof, approving and each Subsidiary that may become party to a authorizing the execution, delivery and performance of this Agreement and the other Loan Document authorizing Documents and the transactions contemplated hereby, and authorizing the Credit Extensions, certified as of the Closing Date by the Secretary or an Assistant Secretary of such Personthe Company; and (ii2) A a certificate of the Secretary or Assistant Secretary of the Company, and each Subsidiary that may become party to a Loan Document certifying the names and true signatures of the officers of the Company or such Subsidiary authorized to execute, deliver and perform, as applicable, this Agreement, Agreement and all other Loan Documents to be delivered by it each such Person hereunder;

Resolutions; Incumbency. With respect to each of the Borrower ----------------------- and each of the Subsidiaries: (i) Copies copies of the resolutions of the board of directors of such Person authorizing the Company execution, delivery and each Subsidiary that may become performance of the Loan Documents to which such Person is a party to a Loan Document authorizing and the transactions contemplated herebyhereby and thereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of such Person; and (ii) A a certificate of the Secretary or Assistant Secretary of the Company, and each Subsidiary that may become party to a Loan Document such Person certifying the names names, titles and true signatures of the officers of the Company or such Subsidiary Person authorized to execute, deliver and perform, as applicable, this Agreement, and all other the Loan Documents to be delivered by it hereunder;.

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company and each Subsidiary that may become party to a Loan Document authorizing the transactions contemplated hereby, certified as of the Closing Restatement Date by the Secretary or an Assistant Secretary of such Person; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, Company and each Subsidiary that may become party to a Loan Document certifying the names and true signatures of the officers of the Company or such Subsidiary 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 boards of directors of the Company and each Subsidiary that may become party to hereto as a Loan Document Guarantor authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of such Person; and (ii) A certificate of the Secretary or Assistant Secretary of each of the Company, Company and each Subsidiary that may become party to hereto as a Loan Document Guarantor certifying the names and true signatures of the officers of the Company or such Subsidiary Subsidiary, as applicable, 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 Company approving and each Subsidiary that may become party to a Loan Document authorizing the transactions contemplated herebyexecution, delivery and performance by the Company of this Agreement and the other Loan Documents to be delivered hereunder, and authorizing the borrowing of the Term Loan, certified as of the Closing Date by the Secretary or an Assistant Secretary of such Personthe Company; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, and each Subsidiary that may become party to a Loan Document certifying the names and true signatures of the officers of the Company or such Subsidiary 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 Company and each Subsidiary that may become party to a Loan Document authorizing the transactions contemplated hereby, certified as of the Closing Second Restatement Date by the Secretary or an Assistant Secretary or similar officer of such Person; and (ii) A certificate of the Secretary or Assistant Secretary or similar officer of the Company, Company and each Subsidiary that may become party to a Loan Document certifying the names and true signatures of the officers of the Company or such Subsidiary 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 Company Company, 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 such Person; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, and each Subsidiary that may become party to a Loan Document certifying the names and true signatures of the officers of the Company Company, the Borrower or such Subsidiary Subsidiary, as applicable, 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 Company 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 such Person; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, Company and each Subsidiary that may become party to a Loan Document certifying the names and true signatures of the officers of the Company or such Subsidiary 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 Company Company, each Initial Subsidiary Borrower and each Initial Material 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 such Person; and (ii) A certificate of the Secretary or Assistant Secretary of each of the Company, each Initial Subsidiary Borrower and each Initial Material Subsidiary that may become party to a Loan Document certifying the names and true signatures of the officers of the Company or such Subsidiary Person 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 Company approving and each Subsidiary that may become party to a Loan Document authorizing the transactions contemplated herebyexecution, delivery and performance by the Company 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 such Personthe Company; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, and each Subsidiary that may become party to a Loan Document Company certifying the names and true signatures of the officers of the Company or such Subsidiary authorized autho rized 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 Company authorizing the execution, delivery and each Subsidiary that may become party performance of the Loan Documents and any other documents, instruments and certificates required to a Loan Document authorizing be executed by the Company in connection herewith or therewith and the transactions contemplated herebyhereby and thereby, certified as of the Closing Effective Date by the Secretary or an Assistant Secretary of such Personthe Company; and (ii) A a certificate of the Secretary or Assistant Secretary of the Company, and each Subsidiary that may become party to a Loan Document certifying the names and true signatures of the officers of the Company or such Subsidiary authorized to execute, deliver and perform, as applicable, this Agreement, and all other perform the Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company 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 such Person; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, and each Subsidiary that may become party to a Loan Document certifying the names and true signatures of the officers of the Company or such Subsidiary 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 Company Company, the Borrower and each Subsidiary that may become party to a Loan Document authorizing the transactions contemplated hereby, certified as of the Closing Restatement Date by the Secretary or an Assistant Secretary of such Person; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, and each Subsidiary that may become party to a Loan Document certifying the names and true signatures of the officers of the Company Company, the Borrower or such Subsidiary Subsidiary, as applicable, 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 Company and each Restricted 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 such Person; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, and each Restricted Subsidiary that may become party to a Loan Document certifying the names and true signatures of the officers of the Company or such Restricted Subsidiary 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 Company 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 such Personthe Borrower; and (ii2) A certificate of the Secretary or Assistant Secretary of the CompanyBorrower, and each Subsidiary that may become party to a Loan Document certifying the names and true signatures of the officers of the Company Borrower or such Subsidiary 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 Company each Credit Party and each Subsidiary that may become party to a Loan Document authorizing the Transactions and the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of such Person; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, each Credit Party and each Subsidiary that may become party to a Loan Document certifying the names and true signatures of the officers of the Company or such Subsidiary 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 the Company and each Subsidiary that may become party to a Loan Document authorizing the transactions contemplated hereby, certified as of the Closing Restatement Date by the Secretary or an Assistant Secretary of such Person; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, and each Subsidiary that may become party to a Loan Document certifying the names and true signatures of the officers of the Company or such Subsidiary 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 Company 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 such Person; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, Company and each Subsidiary that may become party to a Loan Document certifying the names and true signatures of the officers of the Company or such Subsidiary 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 Company 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 such Person; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, and each Subsidiary that may become party to a Loan Document Document, certifying the names and true signatures of the officers of the Company or such Subsidiary 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 Company 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 such Person; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, and each Subsidiary that may become party to a Loan Document Document, certifying the names and true signatures of the officers of the Company or such Subsidiary 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 Company and each Subsidiary that may become party to a other Loan Document Party authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of such Person; and (ii) A a certificate of the Secretary or Assistant Secretary of the Company, Company and each Subsidiary that may become party to a other Loan Document Party, dated as of the Closing Date, certifying the names names, titles and true signatures of the officers of the Company or such Subsidiary Persons authorized to execute, deliver and perform, as applicable, this Agreement, Agreement and all other Loan Documents to be delivered by it such Persons hereunder;

Resolutions; Incumbency. With respect to each Borrower and each Guarantor: (i) Copies copies of the resolutions of the board of directors of such Person authorizing the Company execution and each Subsidiary that may become delivery of the Transaction Documents to which it is a party to a Loan Document authorizing and the transactions contemplated herebythereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of such Person; and (ii) A a certificate of the Secretary or Assistant Secretary of such Person, dated as of the CompanyClosing Date, and each Subsidiary that may become party to a Loan Document certifying the names and true signatures of the officers of the Company or such Subsidiary Person authorized to execute, deliver and perform, as applicable, this Agreement, Agreement and all other Loan Documents to be delivered by it hereunder;