Common use of Resolutions; Incumbency Clause in Contracts

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company approving and authorizing the execution, delivery and performance by the Company of this Agreement and the other Loan Documents to be delivered hereunder, and authorizing the borrowing of the Loans, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, certifying the names and true signatures of the officers of the Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company approving and authorizing the execution, delivery and performance by the Company of this Agreement and the other Loan Documents to be delivered hereunder, and authorizing the borrowing of the Loanstransactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and and (ii) A a certificate of the Secretary or Assistant Secretary of the Company, Company certifying the names and true signatures of the officers of the Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company approving and authorizing the execution, delivery and performance of the Loan Documents and any other documents, instruments and certificates required to be executed by the Company of this Agreement in connection herewith or therewith and the other Loan Documents to be delivered hereunder, transactions contemplated hereby and authorizing the borrowing of the Loansthereby, certified as of the Closing Effective Date by the Secretary or an Assistant Secretary of the Company; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, certifying the names and true signatures of the officers of the Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other perform the Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company approving and authorizing the execution, delivery and performance by the Company of this Agreement and the other Loan Documents to be delivered hereunder, and authorizing the borrowing of the LoansTerm Loan, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, certifying the names and true signatures of the officers of the Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company approving and authorizing the execution, delivery and performance by the Company of this Agreement and the other Loan Documents to be delivered hereunder, and authorizing the borrowing of the Loans, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, Company certifying the names and true signatures of the officers of the Company authorized autho rized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company approving and each Subsidiary party to a Loan Document authorizing the execution, delivery and performance by the Company of this Agreement and the other Loan Documents to be delivered hereunder, and authorizing the borrowing of the Loanstransactions contemplated hereby, certified as of the Closing Restatement Date by the Secretary or an Assistant Secretary of the Companysuch Person; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, and each Subsidiary party to a Loan Document certifying the names and true signatures of the officers of the Company or such Subsidiary authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies copies of the resolutions of the board of directors of the Company approving and authorizing the execution, delivery and performance of the Loan Documents and any other documents, instruments and certificates required to be executed by the Company of this Agreement in connection herewith or therewith and the other Loan Documents to be delivered hereunder, transactions contemplated hereby and authorizing the borrowing of the Loansthereby, certified as of the Closing Effective Date by the Secretary or an Assistant Secretary of the Company; and (ii) A a certificate of the Secretary or Assistant Secretary of the Company, certifying the names and true signatures of the officers of the Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other perform the Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company approving and authorizing the execution, delivery and performance of the Facility Documents and any other documents, instruments and certificates required to be executed by the Company of this Agreement in connection herewith or therewith and the other Loan Documents to be delivered hereunder, transactions contemplated hereby and authorizing the borrowing of the Loansthereby, certified as of the Closing Date date hereof by the Secretary or an Assistant Secretary of the Company; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, certifying the names and true signatures of the officers of the Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan perform the Facility Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company approving Company, ST Holdings and each Subsidiary party to a Loan Document authorizing the execution, delivery and performance by the Company of this Agreement and the other Loan Documents to be delivered hereunder, and authorizing the borrowing of the Loanstransactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Companysuch Person; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, ST Holdings and each Subsidiary party to a Loan Document certifying the names and true signatures of the officers of the Company Company, ST Holdings or such Subsidiary authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company approving and each Subsidiary party to a Loan Document authorizing the execution, delivery and performance by the Company of this Agreement and the other Loan Documents to be delivered hereunder, and authorizing the borrowing of the Loanstransactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Companysuch Person; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, and each Subsidiary party to a Loan Document certifying the names and true signatures of the officers of the Company or such Subsidiary authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company approving and authorizing the executiontransactions contemplated hereby, delivery and performance by or resolutions of an authorized committee of the Company board of this Agreement and the other Loan Documents to be delivered hereunder, and directors authorizing the borrowing transactions contemplated hereby together with evidence of the Loanssuch committee's authority, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, Company certifying the names and true signatures of the officers of the Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company approving and authorizing the execution, delivery and performance by the Company of this Agreement and Agreement, the other Loan Credit Documents to be delivered hereunder, hereunder and authorizing the borrowing incurring of Indebtedness under the LoansCredits, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, Company certifying the names and true signatures of the officers of the Company authorized to execute, deliver execute and performdeliver, as applicable, this Agreement, Agreement and all other Loan Credit Documents to be delivered hereunder;

Resolutions; Incumbency. (i) Copies True and complete copies of the resolutions of the board of directors of the Company approving and authorizing the execution, delivery and performance by the Company of this Agreement and the other Loan Documents to be delivered hereunder, and authorizing the borrowing of the Loans, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; andCompany as of the Closing Date as being in full force and effect without amendment or modification; (ii) A certificate of the Secretary or Assistant Secretary of the Company, certifying the names and true signatures of the officers of the Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents Documents; and (iii) A certificate of another officer of the Company as to be delivered hereunder;the incumbency and specimen signature of the Secretary or Assistant Secretary, as the case may be, of the Company.

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company approving and authorizing the execution, delivery and performance by the Company of this Agreement and the other Loan Documents to be delivered hereunder, and authorizing the borrowing of the Loans, certified as of the Closing Date (or a date acceptable to the Agent reasonably close to the Closing Date) by the Secretary or an Assistant Secretary of the Company; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, Company certifying the names and true signatures of the officers of the Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company approving and authorizing the execution, delivery and performance of the Loan Documents and any other documents, instruments and certificates required to be executed by the Company of this Agreement in 57 connection herewith or therewith and the other Loan Documents to be delivered hereunder, transactions contemplated hereby and authorizing the borrowing of the Loansthereby, certified as of the Closing Effective Date by the Secretary or an Assistant Secretary of the Company; and (ii) A certificate of the Secretary or Assistant Secretary of the Company, certifying the names and true signatures of the officers of the Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other perform the Loan Documents to be delivered by it hereunder;