Common use of Corporate Action Clause in Contracts

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries the Guarantors of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid ---------------- execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate (or other) action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries the Guarantors of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Lenders shall have been provided to each of the BanksAdministrative Agent.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower each Loan Party and each of its Subsidiaries NEE Partners of this Credit Agreement and the Agreement, any other Loan Documents Document to which it is or is to become they are a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Lenders and the Issuing Banks shall have been provided by the Loan Parties to each of the BanksAgent.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Lenders shall have been provided to each of the BanksLenders.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries the Borrowers of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower Borrowers and each of its their Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower Parent, each of the Borrowers and each of its Subsidiaries the Guarantors of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries the Guarantors of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the BanksAgent.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries the Borrowers of this Credit Agreement and the other Loan Documents to which it each is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Lenders shall have been provided to each of the BanksLenders.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower Borrowers and each of its their Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Agent shall have been provided to each of the BanksAgent.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries ACFC of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid ----------------- execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries the other Transaction Parties of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Lenders shall have been provided to each of the BanksAgent.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the each Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Agents shall have been provided to each of the BanksAgents.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Lenders shall have been provided to each of the BanksLenders. §9.2.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Bank shall have been provided to each of the BanksBank.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by SRI, the Borrower and each of its their Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate or partnership action necessary for the valid execution, delivery and performance by each Borrower of the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and satisfactory evidence thereof satisfactory to the Banks shall have been provided to each of the BanksAdministrative Agent.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Agent shall have been provided to each of the BanksAgent.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Agent shall have been provided to each of the BanksAgent.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower Parent and each of its Subsidiaries other Borrower of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance (i) by the Borrower of this Agreement and each of its Subsidiaries of this Credit Agreement and the other Loan Documents Document to which it is or is to become a party Party, and (ii) by Parent of the Parent Guarantee shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Lender shall have been provided to each of the BanksLender.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries the Transaction Parties of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Agent shall have been provided to the Agent, in sufficient quantities for each of the Banks.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Loan Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Lender shall have been provided to each of the BanksLender.

Corporate Action. All corporate (or other) action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries the Guarantors of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Lenders shall have been provided to each of the BanksAgent.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by each of the Borrower and each of its Domestic Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries the Guarantors of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Agent shall have been provided to each of the BanksAgent.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries the Guarantors of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Bank shall have been provided to each of the BanksBank.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall 45 47 have been duly and effectively taken, and evidence thereof satisfactory to the Banks Agent shall have been provided to each of the BanksAgent.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Guarantors and the Borrower and each of its Subsidiaries of this Credit Loan Agreement and the other Loan Documents to which it such Person is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Lender shall have been provided to each of the BanksLender.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by each of the Borrower Borrowers and each of its Subsidiaries the Guarantors of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Bank shall have been provided to each of the BanksBank.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each any of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof reasonably satisfactory to the Banks Lenders shall have been provided to each of the BanksLenders.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Guarantor and the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate and partnership action necessary for the valid execution, delivery and performance by the Borrower Borrowers and each of its their Subsidiaries of this Credit Agreement and the other Loan Documents applicable Acquisition Document to which it is or is to become a party shall have been duly and effectively taken, and, if the total purchase price for the applicable Acquisition Assets equals or exceeds $5,000,000, evidence of such corporate and evidence thereof partnership action reasonably satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid --------- ------ execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate and partnership action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by each of the Borrower and each of its Subsidiaries the Parent of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks. 10.4.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower Holding Company and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it such Person is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Lenders shall have been provided to each of the BanksLenders.

Corporate Action. All corporate and partnership action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents applicable Acquisition Document to which it is or is to become a party shall have been duly and effectively taken, and, if the total purchase price for the applicable Acquisition Assets equals or exceeds $15,000,000, evidence of such corporate and evidence thereof partnership action satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the BanksAgent.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by each of the Borrower Borrowers and each of its their Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Lenders shall have been provided to each of the BanksLenders.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries Subsidiaries, of this Credit Agreement and the other Loan Documents to which it is they are or is are to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries the other Transaction Parties of this Credit Agreement and the other Loan Transaction Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries the Holdings Companies of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each any of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks. 10.4.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Lenders shall have been provided to each of the BanksLenders. §9.2.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the each Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it such Borrower is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Bank shall have been provided to each of the BanksBank.

Corporate Action. All corporate and each shareholder action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and by the other Guarantor of the Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Agent shall have been provided to each of the BanksAgent.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks. 11.4.

Corporate Action. All corporate or other action necessary for the valid execution, delivery and performance by each of the Borrower Borrowers and each of its their Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid ---------------- execution, delivery and performance by the Parent, the Borrower and each of its their respective Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries Guarantor of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this the Existing Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof thereof, including good standing certificates, satisfactory to the Banks Agent shall have been provided to each of the BanksAgent.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by each of the Borrower Borrowers and each of its Subsidiaries the Guarantors of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Lenders shall have been provided to each of the BanksLenders.

Corporate Action. All corporate action necessary for the ----------------- valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Lenders shall have been provided to each of the BanksLenders.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its the Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower Borrowers and each of its their Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Lenders shall have been provided to each of the BanksLenders.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Agent shall have been provided to each of the BanksAgent.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries the Obligors of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks. 9.4.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the each Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Agent and the Banks shall have been provided to the Agent, the Surety and each of the Banks.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries the Borrowers and the Guarantors of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.. 63 -57-

Corporate Action. All corporate action necessary for the valid ---------------- execution, delivery and performance by the Borrower Borrowers and each of its their Non- Excluded Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Lenders shall have been provided to each of the BanksLenders.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by Holdings, the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate or partnership action necessary for the valid execution, delivery and performance by the each Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Agent, the Lenders and the Arrangers shall have been provided to each of the BanksAgent, the Lenders and the Arrangers.

Corporate Action. All corporate action necessary for the valid valid, execution, delivery and performance by the Borrower and each of its Subsidiaries the Borrowers of this Credit Agreement and the other Loan Credit Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Term Lender Agent and the Term Lenders shall have been provided to each of the BanksTerm Lender Agent.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Agent shall have been provided to the Agent, the Surety and each of the Banks.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the BanksAgent.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries Borrowers of this Credit Agreement and the other Loan Documents to which it any Borrower is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by each of the Borrower Borrowers and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by each of the Borrower Borrowers and each of its their Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Lenders shall have been provided to each of the BanksLenders.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Parent, the Borrower and each of its their Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Guarantor and the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Lenders shall have been provided to each of the BanksLenders. 11.4.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower Company and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Lenders shall have been provided to each of the BanksLenders.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries the Borrowers of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Lenders shall have been provided to each of the BanksLenders.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by the Borrower Target and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Corporate Action. All corporate action necessary for the valid ---------------- execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks Agent shall have been provided to each of the BanksAgent.