Common use of Resolutions Clause in Contracts

Resolutions. Certified copies of resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a party.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company authorizing or ratifying the execution, delivery and performance by the Company of this AgreementAmendment, the Notes Amended Credit Agreement and the each other Loan Documents Document contemplated by this Amendment to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a party.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company authorizing or ratifying the execution, delivery and performance by the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party Subsidiary authorizing or ratifying the execution, delivery and performance by such Loan Party Subsidiary of each Loan Document to which such entity Subsidiary is a party.

Resolutions. Certified copies of resolutions of the Board of Directors (or equivalent governing body) of each of the Parent and the Company authorizing the execution, delivery and performance by the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing or ratifying the execution, delivery and performance by such Loan Party Person of each Loan Document to which such entity it is a party.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company corporate Borrower and each of the Guarantors authorizing or ratifying the execution, delivery delivery, and performance by the Company performance, respectively, of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a party.

Resolutions. Certified copies of resolutions of the Board Boards of Directors of Borrower and the Company Originators authorizing or ratifying the execution, delivery and performance by performance, respectively, of the Company of this Agreement, the Notes and the other Loan Transaction Documents to which the Company it is a party; and , together with a certified copies copy of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a partyits Organizational Documents.

Resolutions. Certified copies of resolutions of the Board of ----------- Directors of the Company authorizing or ratifying the execution, delivery and performance by the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party Subsidiary (if any) which is to execute and deliver any document pursuant to Section 11.1.5, 11.1.6 or 11.1.7 authorizing or -------------- ------ ------ ratifying the execution, delivery and performance by such Loan Party Subsidiary of each Loan Document to which such entity Subsidiary is a party.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company authorizing or ratifying the execution, delivery and performance by the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a party.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such performance, respectively, of those documents and matters required of it with respect to this Agreement or the other Loan Party of each Loan Document to which such entity is a partyDocuments.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company and each Guarantor authorizing the execution, delivery and performance by the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing or ratifying the execution, delivery and performance by such Person of the Loan Party of each Loan Document Documents to which such entity Person is a party.

Resolutions. Certified copies of resolutions of the Board of Directors of Borrower, the Company Performance Guarantor and each of the Sellers authorizing or ratifying the execution, delivery and performance by performance, respectively, of the Company of this Agreement, the Notes and the other Loan Transaction Documents to which the Company it is a party; and , together with a certified copies copy of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a partyits Organizational Documents.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company authorizing or ratifying the execution, delivery and performance by the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party Subsidiary (if any) which is to execute and deliver any document pursuant to Section 11.1.5, 11.1.6 or 11.1.7 authorizing or ratifying the execution, delivery and performance by such Loan Party Subsidiary of each Loan Document to which such entity Subsidiary is a party.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company authorizing or ratifying the execution, delivery and performance by the Company of this Agreement, the Notes Agreement and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a partyNotes.

Resolutions. Certified copies of resolutions of the Board of Directors Managers of the Company Borrower, the Performance Guarantor and each of the Originators authorizing or ratifying the execution, delivery and performance by performance, respectively, of the Company of this Agreement, the Notes and the other Loan Transaction Documents to which the Company it is a party; and , together with a certified copies copy of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a partyits Organizational Documents.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors (or equivalent governing body) of each other Loan Party authorizing or ratifying the execution, delivery and performance by such Loan Party Person of each Loan Document to which such entity it is a party.. 11.1.3

Resolutions. Certified copies of resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of ----------- Directors of each other Loan Party Borrower authorizing or ratifying the execution, delivery and performance by such Loan Party Borrower of each Loan Document this Agreement and the other documents provided for in this Agreement to which be executed by such entity is a partyBorrower.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company authorizing or ratifying the execution, delivery and performance by the Company of this Agreement, the Notes Agreement and the other Loan Documents to which the Company is a partyNotes; and certified copies of resolutions of the Board of Directors of each other Loan Party Subsidiary Guarantor authorizing or ratifying the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a partythe Subsidiary Guaranty.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company (or other appropriate body) each Borrower authorizing the execution, delivery and performance by the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing or ratifying the execution, delivery and performance by such Loan Party Borrower of each Loan Document this Agreement and any Note to which be issued by such entity is a partyBorrower.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company authorizing or ratifying the execution, delivery and performance by the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party Subsidiary (if any) which is to execute and deliver any document pursuant to SECTION 11.1.5, 11.1.6 or 11.1.7 authorizing or ratifying the execution, delivery and performance by such Loan Party Subsidiary of each Loan Document to which such entity Subsidiary is a party.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company authorizing or ratifying the execution, delivery and performance by the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a partyL/C Applications; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing or ratifying the execution, delivery and performance by such Loan Party of each Loan Document document to which such entity it is a party.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company each Borrower authorizing the execution, delivery and performance by the Company Borrowers of this Agreement, the Notes and the other Loan Documents to which and the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document Related Transaction Agreements to which such entity Borrower is a party.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company each Borrower authorizing the execution, delivery and performance by the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing or ratifying the execution, delivery and performance by such Loan Party Borrower of each Loan Document this Agreement and the other documents provided for in this Agreement to which be executed by such entity is a partyBorrower.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company Borrower authorizing the execution, delivery and performance by the Company Borrower of this Agreement, the Notes and the other Loan Documents to which the Company Borrower is a party; and certified copies of resolutions of the Board of Directors (or other governing body) of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a party.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company authorizing or ratifying the execution, delivery and performance by the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party Subsidiary (if any) which is to execute and deliver the Intercompany Guaranty pursuant to Section 11.1.5 authorizing or ratifying the execution, delivery and performance by such Loan Party Subsidiary of each Loan Document to which such entity is a partythe Intercompany Guaranty.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company Borrower authorizing or ratifying the execution, delivery and performance by the Company Borrower of this Agreement, the Notes Note and the other Loan Documents to which the Company Borrower is a party; and certified copies of resolutions of the Board of Directors of each other Subsidiary which is to execute and deliver any Loan Party Document authorizing or ratifying the execution, delivery and performance by such Loan Party Subsidiary of each Loan Document to which such entity Subsidiary is a party.

Resolutions. Certified copies of ----------- resolutions of the Board of Directors of the Company authorizing or ratifying the execution, delivery and performance by the Company of this AgreementAmendment, the Notes Amended Credit Agreement and the each other Loan Documents Document contemplated by this Amendment to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a party.

Resolutions. Certified copies of resolutions of the Board of ----------- Directors of the Company Borrower, Servicer and each Originator authorizing or ratifying the execution, delivery and performance by performance, respectively, of the Company of this Agreement, the Notes and the other Loan Transaction Documents to which the Company it is a party; , together with a certified copy of its articles or certificate of incorporation and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a partyby-laws.

Resolutions. Certified copies of resolutions of the Company's Board of Directors or the Executive Committee of the Company Company's Board of Directors authorizing the execution, delivery and performance by the Company of this Agreement, the Notes Agreement and the other Loan Related Documents to which the Company is a party; party and certified copies of resolutions of any other documents provided for herein or therein to be executed by the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a partyCompany.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company authorizing or ratifying the execution, delivery and performance by the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party Guarantor authorizing or ratifying the execution, delivery and performance by such Loan Party Guarantor of each Loan Document to which such entity Guarantor is a party.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company authorizing or ratifying the execution, delivery and performance by the Company of this Agreement, the Notes Agreement and the each other Loan Documents Document to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a party.

Resolutions. Certified copies of resolutions of the Board of Directors (or a duly constituted committee thereof) of each of Borrower, the Servicer and each of the Company Originators authorizing or ratifying the execution, delivery and performance by performance, respectively, of the Company of this Agreement, the Notes and the other Loan Transaction Documents to which the Company it is a party; and , together with a certified copies copy of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a partyits Organizational Documents.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Agreement, the Notes Note, and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party which is an entity authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a party.

Resolutions. Certified copies of resolutions of the Board of Directors applicable governing board of the Company and the Guarantor authorizing the execution, delivery and performance by the Company and the Guarantor, as applicable, of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity either is a party.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Agreement, the Notes and Notes, the other Loan Documents and the other documents to which be executed by the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a partypursuant hereto.

Resolutions. Certified copies of resolutions of the Board of ----------- Directors of the Company authorizing or ratifying the execution, delivery and performance by the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party Guarantor authorizing or ratifying the execution, delivery and performance by such Guarantor of the Guaranty and the other Loan Party of each Loan Document Documents to which such entity Guarantor is a party.

Resolutions. Certified copies of resolutions of the ----------- Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Agreement, the Notes and the other Loan Documents documents to which be executed by the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a partypursuant hereto.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company authorizing or ratifying the execution, delivery and performance by the Company of this Agreement, the Notes Agreement and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a party.a

Resolutions. Certified copies of resolutions of the Board of Directors of the Company Borrower, authorizing the execution, delivery and performance by performance, respectively, of those documents and matters required of them with respect to this Agreement or the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is they are a party.

Resolutions. Certified copies of resolutions of the Board of ----------- Directors of the Company authorizing the execution, delivery and performance by the Company of this Agreement, the Notes Note, the Pledge Agreement and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a party.

Resolutions. Certified copies of resolutions of the Board Boards of Directors of the Company Borrowers authorizing or ratifying the execution, delivery and performance by the Company Borrowers of this Agreement, the Notes and the other Loan Documents to which the Company is Borrowers are a party; and certified copies of resolutions of the Board of Directors of each other Loan Party Subsidiary which is to execute and deliver any document pursuant to Section 11.1.5, 11.1.6 or 11.1.7 authorizing or ratifying the execution, delivery and performance by such Loan Party Subsidiary of each Loan Document to which such entity Subsidiary is a party.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company each Borrower authorizing or ratifying the execution, delivery and performance by the Company each Borrower of this Agreement, the Notes Agreement and the other Loan Documents to which the Company each Borrower is a party; and certified copies of resolutions of the Board of Directors of each other Obligor required to execute a Loan Party Document pursuant to this Section 11.1 authorizing or ratifying the execution, delivery and performance by such Obligor of the Loan Party of each Loan Document Documents to which such entity Obligor is a party.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a party.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company authorizing or ratifying the execution, delivery and performance by the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party Debtor (which may be an omnibus resolution) authorizing the execution, delivery and performance by such Debtor of all Loan Party of each Loan Document Documents to which such entity is a party.

Resolutions. Certified copies of resolutions of the Board board of Directors directors of each of the Company Credit Parties authorizing the execution, delivery and performance by each of the Company Credit Parties of this Agreement, the Notes Notes, the Asset Purchase Documents and the other Loan Documents to which the Company is a party; and certified copies of resolutions each of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity Credit Parties is a party.

Resolutions. Certified copies A certified copy of resolutions of the Board of Directors and/or shareholders of each of the Company Co-Borrowers authorizing the execution, delivery and performance by the Company of this Agreement, the Notes Agreement and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a partyrelated loan documents.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company authorizing or ratifying the execution, delivery and performance by the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a partyL/C Applications; and certified copies of resolutions of the Board of Directors of each other Loan Party Guarantor authorizing or ratifying the execution, delivery and performance by such Loan Party Guarantor of each Loan Document to which such entity is a partythe Guaranty.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a party.Party

Resolutions. Certified copies of resolutions of the Board of Directors of the Company authorizing or ratifying the execution, delivery and performance by the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each Subsidiary (other Loan Party than any Excluded Subsidiary) authorizing or ratifying the execution, delivery and performance by such Loan Party Subsidiary of each Loan Document to which such entity Subsidiary is a party.

Resolutions. Certified copies of resolutions of the Board of Directors of each of Parent and the Company authorizing the execution, delivery and performance by the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing or ratifying the execution, delivery and performance by such Loan Party entity of each Loan Document to which such entity is a partythis Agreement and, in the case of the Company, the Notes.

Resolutions. Certified copies of resolutions of the Board board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors ----------- directors or general partner of each other Loan Party Obligor authorizing the execution, delivery and performance by such Obligor of the Loan Party of each Loan Document Documents to which such entity it is a party.

Resolutions. Certified copies of the resolutions of the Board board of Directors directors (or other governing body, as appropriate) of the Company authorizing the execution, delivery Borrower and performance by the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions each of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of Primary Subsidiaries approving each Loan Document to which such entity it is a partyparty and certified copies of all documents evidencing other necessary action and governmental approvals, if any, with respect to such Loan Document.

Resolutions. Certified copies of resolutions of the Board of Directors of (or other appropriate body) the Company authorizing or ratifying the execution, delivery and performance by the Company of this Agreement, the Notes Agreement and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a partyNote.

Resolutions. Certified copies of resolutions of the Board of Directors of each of the Company Borrower and the Guarantor authorizing the execution, delivery and performance by performance, respectively, of those documents and matters required of it with respect to the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity Person is a party.

Resolutions. Certified copies of resolutions of the Board of Directors or Executive Committee of the Company authorizing the execution, delivery and performance by the Company of this Agreement, the Notes Note and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a party.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company authorizing or ratifying the execution, delivery and performance by the Company of this 37 Agreement, the Notes and the other Loan Documents documents to which be executed by the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a partypursuant hereto.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company Borrower authorizing the execution, delivery and performance by the Company Borrower of this Agreement, the Notes Agreement and the other Loan Documents to which the Company Borrower is a party; and certified copies of resolutions of the Board of Directors (or other governing body) of each other Loan Party (other than CarMax Properties) authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a party.

Resolutions. Certified copies of resolutions of the Board of ----------- Directors or Executive Committee of the Company authorizing the execution, delivery and performance by the Company of this Agreement, the Notes Note and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a party.

Resolutions. Certified copies of resolutions of the Board of Directors of each of the Company corporate Borrowers and each of the Guarantors authorizing or ratifying the execution, delivery delivery, and performance by the Company performance, respectively, of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a party.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company Borrower authorizing or ratifying the execution, delivery and performance by the Company performance, respectively, of this Agreement, the Notes Agreement and the other Loan Transaction Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity it is a party.

Resolutions. Certified copies of the resolutions of the Board board of Directors directors (or other applicable governing body) of the Company authorizing Borrower and each other Loan Party approving each Loan Document to which it is or is to be a party and the executiontransactions contemplated thereby, delivery and performance by of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the Company of Transaction, this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a partyDocument.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company and ASG authorizing the execution, delivery and performance by the Company and ASG of this Agreement, the Notes and the other Loan Documents to which the Company or ASG is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a party.

Resolutions. Certified copies of resolutions of the Board of Directors of each of the Company Companies authorizing the execution, delivery and performance by the such Company of this Agreement, the Notes and the other Loan Documents to which the such Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such entity is a party.

Resolutions. Certified copies of resolutions of the Board of ----------- Directors of the Company authorizing or ratifying the execution, delivery and performance by the Company of this Agreement, the Notes Agreement and the other Loan Documents to which the Company is a party; , and certified copies of resolutions of the Board of Directors of each other Loan Party Subsidiary which is to execute and deliver any document pursuant to Section 11.5, 11.6 or 11.7 authorizing or ratifying the execution, ------------ ---- ---- delivery and performance by such Loan Party Subsidiary of each Loan Document to which such entity Subsidiary is a party.

Resolutions. Certified copies of resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Agreement, the Notes and the other Loan Documents to which the Company is a party; and certified copies of resolutions of the Board of Directors of each other Loan Party and each Guarantor authorizing the execution, delivery and performance by such Loan Party or Guarantor of each Loan Document to which such entity is a party.