Common use of Resolutions Clause in Contracts

Resolutions. Copies of resolutions of the Board of Directors of each Borrower approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board of Directors of each Borrower approving and adopting the respective Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary as of the relevant Borrower Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board board of Directors directors of each the Borrower approving and adopting this Loan Agreement and the Credit Documentsother Loan Documents to which it is a party, the transactions contemplated herein and therein and authorizing execution and delivery hereof and thereof, certified by a secretary or assistant secretary (or the equivalent) of the relevant Borrower to be true and correct and in full force and effect as of the Closing Date.

Resolutions. Copies of resolutions A copy of the Board resolution of Directors the board of each directors of the Borrower approving and adopting the Credit DocumentsDocuments to which it is a party, the transactions contemplated herein and therein thereby and authorizing execution and delivery thereof, certified by a secretary or assistant secretary an officer of the relevant Borrower to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board of Directors of each the Borrower approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board board of Directors directors of each the Borrower approving and adopting this Credit Agreement and the other Credit DocumentsDocuments to which it is a party, the transactions contemplated herein and therein and authorizing execution and delivery hereof and thereof, certified by a secretary or assistant secretary (or the equivalent) of the relevant Borrower to be true and correct and in full force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board of Directors of each the Borrower approving and adopting the Credit DocumentsDocuments to which it is a party, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board of Directors of each Borrower approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Restatement Effective Date.

Resolutions. Copies of resolutions of the Board board of Directors directors or comparable managing body of each Borrower Credit Party approving and adopting the respective Credit Documents, Documents (including the transactions contemplated herein and therein therein) and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board board of Directors directors of each the Borrower or an authorized committee thereof, approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereofof the Loan Documents, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in full force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board board of Directors directors or comparable managing body of each Borrower the Credit Parties approving and adopting the respective Credit DocumentsDocuments to which each is a party, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board of Directors of each the Borrower approving and adopting the Credit DocumentsDocuments to which it is a party, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in full force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board of Directors of each Borrower or comparable managing body approving and adopting the respective Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary as of the relevant Borrower Effective Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board of Directors of each the Borrower approving and adopting the Credit DocumentsDocuments to which it is a party, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board of ----------- Directors of each Borrower approving and adopting the respective Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary as of the relevant Borrower Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board board of Directors directors of the Borrower and of each Borrower of the other Credit Parties approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a the secretary or assistant secretary as of the relevant Borrower Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board board of Directors directors of each the Borrower approving and adopting this Credit Agreement and the other Credit DocumentsDocuments to which it is a party, the transactions contemplated herein and therein and authorizing execution and delivery hereof and thereof, certified by a secretary or assistant secretary (or the equivalent) of the relevant Borrower to be true and correct and in full force and effect as of the Closing Restatement Date.

Resolutions. Copies of resolutions of the Board of Directors of the Borrower and each Borrower of the other Credit Parties approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary as of the relevant Borrower Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board of Directors of each the Borrower approving and adopting the Credit Documents, Documents to which it is a party and the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board of Directors of each such Borrower approving and adopting the Credit DocumentsDocuments to which it is a party, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant such Borrower to be true and correct and in force and effect as of the Closing Effective Date.

Resolutions. Copies of resolutions of the Board board of Directors directors or comparable managing body of each Borrower the Credit Parties approving and adopting the respective Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board of Directors of each the Borrower approving and adopting the Credit Documents, Loan Documents to which it is a party and the transactions contemplated herein and therein and authorizing execution and delivery hereof and thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board board of Directors directors of each the Borrower approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing the execution and delivery thereofof the Credit Documents, certified by a secretary or assistant secretary an officer of the relevant Borrower as of the Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board board of Directors of each Borrower directors or comparable managing body approving and adopting the respective Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies A copy of resolutions of the Board of Directors of each the Borrower approving and adopting the Credit Documents, the transactions contemplated herein and therein in the other Credit Documents and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board of Directors of each Borrower or other governing body approving and adopting the respective Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary as of the relevant Borrower Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board board of Directors directors of each the Borrower approving the transactions contemplated by this Credit Agreement and adopting authorizing certain officers of the Borrower to negotiate, execute and deliver the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in full force and effect as of the Closing Date.

Resolutions. Copies of resolutions A copy of the Board resolution of Directors the board of directors of each Borrower approving and adopting the Credit DocumentsDocuments to which it is a party, the transactions contemplated herein and therein thereby and authorizing execution and delivery thereof, certified by a secretary or assistant secretary the Secretary of the relevant Board of Directors of Borrower to be true and correct and in force and effect as of the Closing date hereof and the Effective Date.

Resolutions. Copies of resolutions of the Board of Directors of each Borrower approving and adopting the Credit DocumentsLoan Documents to which it is a party, the transactions contemplated herein and therein and authorizing execution and delivery thereof, and an incumbency certificate, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Effective Date.

Resolutions. Copies of resolutions of the Board of Directors of each Borrower approving and adopting the Credit DocumentsDocuments to which it is a party, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant such Borrower to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board board of Directors directors of each the Borrower approving and adopting this Credit Agreement, the other Credit DocumentsDocuments and the FMB Mortgage Documents to which it is a party, the transactions contemplated herein and therein and authorizing execution and delivery hereof and thereof, certified by a secretary or assistant secretary (or the equivalent) of the relevant Borrower to be true and correct and in full force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board board of Directors of each Borrower directors approving and adopting the respective Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary as of the relevant Borrower Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board of Directors of each the Borrower approving the transactions contemplated by this Credit Agreement and adopting authorizing certain officers of the Borrower to negotiate, execute and deliver the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in full force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board board of Directors directors of each the Borrower approving and adopting this Loan Agreement and the Credit Documentsother Loan Documents to which it is a party, the transactions contemplated herein and therein and authorizing execution and delivery hereof and thereof, certified by a secretary or assistant secretary (or the equivalent) of the relevant Borrower to be true and correct and in full force and effect as of the Closing Restatement Effective Date.

Resolutions. Copies of resolutions or unanimous written consent of the Board board of Directors directors or members, as applicable, of each Borrower approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower Borrowers to be true and correct and in force and effect as of the Closing Initial Funding Date.

Resolutions. Copies of resolutions of the Board of Directors or similar managing body of each Borrower approving and adopting the Credit DocumentsDocuments to which it is a party, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant such Borrower to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board managing members or the board of Directors directors, as applicable, of each Borrower Obligor approving and adopting the Credit Loan Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary an officer of such Obligor as of the relevant Borrower Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of the resolutions taken by the ----------- directors of the Board of Directors of each Borrower and the Guarantors approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary as of the relevant Borrower Closing Date to be true and correct and in full force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board of Directors of each the Borrower and the Guarantors approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary as of the relevant Borrower Closing Date to be true and correct and in force and effect as of the Closing Datesuch date together with an incumbency certificate.

Resolutions. Copies of resolutions of the Board of Directors of each the Borrower approving and adopting the Credit Loan Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary as of the relevant Borrower date of this Loan Agreement to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board of Directors of each Borrower Credit Party approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower such Credit Party to be true and correct and in force and effect as of the Closing Initial Funding Date.

Resolutions. Copies of resolutions of the Board of Directors of each Borrower ----------- approving and adopting the respective Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary as of the relevant Borrower Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board of Directors of each the Borrower or a duly authorized committee thereof approving and adopting the Credit Documents, Documents to which it is a party and the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Effective Date.

Resolutions. Copies of resolutions of the Board member of Directors the Borrower and the member(s) or board of directors, as the case may be, of each Borrower of the other Credit Parties approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by the manager (in the case of a limited liability company) or a secretary or assistant secretary (in the case of a corporation) as of the relevant Borrower Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board of Directors of each Borrower approving and adopting the respective Credit Documents, the transactions contemplated herein and therein and authorizing the execution and delivery thereof, certified by a secretary or assistant secretary as of the relevant Borrower Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board board of Directors directors or comparable managing body of each Borrower approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Borrower (or a Responsible Officer thereof if there is no secretary or assistant secretary of such Borrower) (pursuant to a secretary’s certificate in substantially the relevant Borrower form of Schedule 4.1(b) attached hereto) as of the Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board board of Directors directors or comparable managing body of each Borrower the Credit Parties approving and adopting the respective Credit Documents, the transactions contemplated herein and therein Transactions and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board board of Directors directors of each Borrower approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Borrower (pursuant to a secretary's certificate in substantially the relevant Borrower form of Schedule 4.1-1 attached hereto) as of the Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board board of Directors directors (or executive committee thereof) of each the Borrower approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary an officer of the relevant Borrower as of the Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board of Directors of each the Borrower approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies A copy of resolutions a resolution of the Board of Directors of each Borrower approving authorizing or ratifying the execution, delivery and adopting the Credit Documentsperformance, respectively, of this Agreement, the transactions contemplated herein Notes and therein and authorizing execution and delivery thereofthe other documents provided for in this Agreement, certified by a secretary or assistant secretary the Secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Date.Borrower;

Resolutions. Copies A copy of the resolutions of the Board of Directors of each the Borrower approving the Transaction Documents to be delivered by it hereunder and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereofhereby, certified by a secretary its Secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Date.Assistant Secretary;

Resolutions. Copies of resolutions of the Board of Directors of each Borrower approving and adopting the respective Credit Documents, the transactions contemplated herein and therein thereby and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board of ----------- Directors of each Borrower Holdings approving and adopting the Credit DocumentsDocuments to which it is a party, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower Holdings to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies of the resolutions taken by the directors of ----------- the Board of Directors of each Borrower and the Guarantors approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary as of the relevant Borrower Closing Date to be true and correct and in full force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board board of Directors directors or comparable managing body of each the Borrower approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower (or a Responsible Officer thereof if there is no secretary or assistant secretary of the Borrower) (pursuant to a secretary’s certificate in substantially the form of Schedule 4.1(b) attached hereto) as of the Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board of Directors ----------- or other governing body of Holdings and each Borrower Credit Party approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary or other authorized signatory of the relevant Borrower Holdings and each Credit Party to be true and correct and in force and effect as of the Closing Effective Date.

Resolutions. Copies of resolutions of the Board board of Directors directors of each Borrower approving and adopting the Credit Documents, the transactions Transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of Borrower (pursuant to a secretary's certificate in substantially the relevant Borrower form of Schedule 4.1-1 attached hereto) as of the Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board of ----------- Directors of each the Borrower approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Effective Date.

Resolutions. Copies of resolutions of the Board board of Directors directors of each Borrower approving and adopting the Credit DocumentsAmendment, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Borrower (pursuant to a secretary's certificate in substantially the relevant Borrower form of Schedule 4.1-1 to the Credit Agreement) as of the date hereof to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board board of Directors directors of each the Borrower approving and adopting this Credit Agreement and the other Credit DocumentsDocuments and the FMB Mortgage Documents to which it is a party, the transactions contemplated herein and therein and authorizing execution and delivery hereof and thereof, certified by a secretary or assistant secretary (or the equivalent) of the relevant Borrower to be true and correct and in full force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board of Directors of Borrower and each Borrower other Loan Party that is a legal entity approving and adopting the Credit Documents, the transactions contemplated herein and therein by this Credit Agreement and authorizing execution certain officers of Borrower to negotiate, execute, and delivery thereofdeliver the Loan Documents, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in full force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board board of Directors directors or other governing body of each New Borrower approving and adopting the transactions entered into and obligations assumed pursuant to the terms hereof, approving and adopting the Credit Documents, Agreement and the transactions contemplated herein and therein other Credit Documents (as amended hereby) to which it is a party and authorizing execution and delivery thereofof this the Loan Documents to which it is a party, such resolutions to be certified by a secretary or assistant secretary of the relevant such New Borrower to be true and correct and in force and effect as of the Closing Date.date hereof;

Resolutions. Copies of resolutions of the Board of Directors of each Borrower approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary as of the relevant Borrower Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board board of Directors directors or comparable managing body of each Borrower approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Borrower (pursuant to a secretary’s certificate in substantially the relevant Borrower form of Schedule 4.1(b) attached hereto) as of the Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board board of Directors directors, board of each Borrower managers or general partner, as applicable, approving and adopting the respective Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary as of the relevant Borrower Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board of Directors of each Borrower of the Credit Parties approving and adopting the Credit DocumentsDocuments to which it is a party, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a its secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board of ----------- Directors of each Borrower or other governing body approving and adopting the respective Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary as of the relevant Borrower Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board of Directors of each Borrower approving and adopting the respective Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary as of the relevant Borrower date hereof to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board board of Directors directors of each the Borrower approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary 66 an officer of Borrower as of the relevant Borrower Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board board of Directors directors of each the Borrower approving and adopting this Credit Agreement, the Acquisition Documentation and the other Credit DocumentsDocuments to which it is a party, the transactions contemplated herein and therein and authorizing execution and delivery hereof and thereof, certified by a secretary or assistant secretary (or the equivalent) of the relevant Borrower to be true and correct and in full force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board of Directors of each the Borrower and the other Domestic Credit Parties approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary as of the relevant Borrower Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board of Directors of each Borrower approving and adopting the Credit DocumentsDocuments and each Operative Document to which it is a party, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary Responsible Officer of the relevant such Borrower to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board of Directors of each the Borrower approving and adopting the Credit DocumentsDocuments to which it is a party, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Date.. <PAGE>

Resolutions. Copies of resolutions of the Board board of Directors the executive committee of each the Borrower of the Borrower approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary an officer of the relevant Borrower as of the Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board of Directors of each the Borrower approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board board of Directors directors or other comparable managing body of each Borrower approving and adopting the Credit Loan Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary Responsible Officer of the relevant Borrower Borrower, to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board of Directors of each Borrower such Person approving and adopting the Credit DocumentsDocuments to which it is a party, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower such Person to be true and correct and in force and effect as of the Closing Effective Date.

Resolutions. Copies of resolutions of the Board board of Directors directors of each Borrower of the Borrowers, the Acquired Company and their respective Subsidiaries approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Person (pursuant to a secretary’s certificate in substantially the relevant Borrower form of Schedule 4.1-1 attached hereto) as of the Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board board of Directors directors of Borrower and each Borrower Domestic Subsidiary approving and adopting the Credit DocumentsDocuments to which it is a party, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified on behalf of Borrower or such Domestic Subsidiary by a secretary or assistant secretary of the relevant Borrower or such Domestic Subsidiary, as applicable, to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board board of Directors directors of each Borrower approving and adopting the Credit Documents, the transactions Transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of Borrower (pursuant to a secretary’s certificate in substantially the relevant Borrower form of Schedule 4.1-1 attached hereto) as of the Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board of Directors of each the Borrower and the Guarantors approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary as of the relevant Borrower Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board ----------- board of Directors directors of each the Borrower approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary an officer of the relevant Borrower as of the Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of ----------- the Board of Directors of each Borrower approving and adopting the respective Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary as of the relevant Borrower Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board of Directors or ----------- similar managing body of each Borrower approving and adopting the Credit DocumentsDocuments to which it is a party, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant such Borrower to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board of Directors of each Borrower approving and adopting the Credit DocumentsDocuments to which it is a party, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Effective Date.

Resolutions. Copies of resolutions of the Board board of Directors directors of each the Borrower approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary an officer of Borrower as of the relevant Borrower Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board board of Directors directors of each the Borrower approving and adopting this Reimbursement Agreement and the other Credit DocumentsDocuments to which it is a party, the transactions contemplated herein and therein and authorizing execution and delivery hereof and thereof, certified by a secretary or assistant secretary (or the equivalent) of the relevant Borrower to be true and correct and in full force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board board of Directors directors or comparable managing body of each the Borrower approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower (pursuant to a secretary’s certificate in substantially the form of Schedule 4.1(b) attached hereto) as of the Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board of Directors or similar managing body of each Borrower Obligor approving and adopting the Credit DocumentsDocuments to which it is a party, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower such Obligor to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board of ----------- Directors of each the Borrower approving and adopting the Credit DocumentsDocuments to which it is a party, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in full force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board member of Directors the Borrower and the member(s) or board of directors, as the case may be, of each Borrower of the other Credit Parties and C2 approving and adopting the Credit Documents and the C2 Loan Documents, as appropriate, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by the manager (in the case of a limited liability company) or a secretary or assistant secretary (in the case of a corporation) as of the relevant Borrower Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board board of Directors directors or comparable managing body of each Borrower the Company approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower Company (pursuant to a secretary’s certificate in substantially the form of Schedule 4.1(b) attached hereto) as of the Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board of Directors of Borrower and each Borrower other Loan Party approving and adopting the Credit Documents, the transactions contemplated herein and therein by this Agreement and authorizing execution certain officers of Borrower to negotiate, execute, and delivery thereofdeliver the Loan Documents, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in full force and effect as of the Closing Date.

Resolutions. Copies A copy of resolutions of the Board General Partner of Directors of each the Borrower approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower General Partner, acting on behalf of the Borrower, to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board board of Directors directors of each the Borrower approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board board of Directors directors of the Borrower and each Borrower Guarantor, approving and adopting the Credit Documents, Documents and the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary other appropriate officer or representative of such party as of the relevant Borrower Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of resolutions of the Board of ----------- Directors of each the Borrower approving and adopting the Credit DocumentsDocuments to which it is a party, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board board of Directors directors of each the Borrower approving and adopting this Agreement and the other Credit DocumentsDocuments to which it is a party, the transactions contemplated herein and therein and authorizing execution and delivery hereof and thereof, certified by a secretary or assistant secretary (or the equivalent) of the relevant Borrower to be true and correct and in full force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board of Directors of each the Company, the Borrower and the other Credit Parties approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary as of the relevant Borrower Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.