Common use of Resolutions Clause in Contracts

Resolutions. Copies of resolutions of the Board of Directors of each Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party 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 Credit Party Borrower approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party 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 comparable managing body of each Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary an officer of such Credit Party (pursuant to an officer’s certificate in substantially the form of Exhibit 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 Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein Transactions and authorizing execution and delivery thereof, certified by a secretary or assistant secretary an officer of such Credit Party (pursuant to an officer’s certificate in substantially the form of Exhibit 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 A copy of the Board resolution of Directors the board of each Credit Party directors of the Borrower approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein thereby and authorizing execution and delivery thereof, certified by a secretary or assistant secretary an officer of such Credit Party 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 Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary an officer of such Credit Party 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 Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such 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 of Directors or other governing body of each Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party 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 Credit Party the Borrower approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party 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 or comparable managing body of each Credit Party approving and adopting the respective Credit Documents to which it is a party, (including the transactions contemplated therein therein) and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party 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 Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary an officer or assistant secretary the managing member of such Credit Party 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 the Credit Party Parties approving and adopting the respective Credit Documents to which it each is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party 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 Credit Party the Borrower approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party the 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 Credit Party the Borrower approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party the Borrower 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 such Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party 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 an authorized executive committee, if applicable) of each such Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party 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 Credit Party resolutions, as appropriate, approving and adopting the Credit Documents to which it each Credit Party is a party, the transactions contemplated therein and authorizing execution and delivery thereof, thereof and certified by a secretary or assistant secretary an Authorized Officer of such Credit Party the Borrower to be true and correct and in full force and effect as of the Closing Effective Date.

Resolutions. Copies of resolutions of the Board board of Directors directors of each Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party (pursuant to a secretary’s certificate in substantially the 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 Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board of Directors or manager, as applicable, of each Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party 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 Credit Party such Borrower approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party 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 Credit Party approving and adopting the Credit Documents to which it is a party, and the transactions contemplated therein Transactions and authorizing execution and delivery thereof, certified by a secretary or assistant secretary an officer of such Credit Party 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 Credit Party approving and adopting the respective Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party 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 Credit Party the Borrower approving and adopting the Credit Documents to which it is a party, party and the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party the Borrower to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies of resolutions or certificate of authorization of the Board board of Directors directors, general partner or managing member of each Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary an officer, general partner or assistant secretary managing member of such Credit Party 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 each Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party (pursuant to a secretary's certificate in substantially the 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 or similar managing body of each Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party to be true and correct and in force and effect as of the Closing Date.

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

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

Resolutions. Copies of resolutions of the Board of Directors or similar managing body of each Credit Party approving and adopting approving, in the case of the Borrowers, the Credit Documents to which it is a partyAgreement and, in the case of the other Credit Parties, the transactions contemplated therein and by the Credit Agreement and, in the case of the Borrowers, authorizing execution and delivery thereof, certified by a secretary or assistant secretary and in the case of the other Credit Parties, acknowledging and reaffirming the Credit Documents to which such other Credit Party to be true and correct and in force and effect as of the Closing Dateis a party.

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

Resolutions. Copies of resolutions of the Board members or managing members of Directors of each such Credit Party Party, as the case may be, approving and adopting the Credit Documents to which it is a party, the transactions contemplated herein and therein and authorizing execution the execution, delivery and delivery performance hereof and thereof, certified by a secretary the sole or assistant secretary managing member of such 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, shareholders or comparable managing body of each Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary an officer of such Credit Party (pursuant to an officer’s certificate in form and substance reasonably acceptable to the Administrative Agent) 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 managing member (or, if required, of Directors all members) or board of directors or advisors of each Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary an officer of such Credit Party 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, general partner or comparable managing body of each Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein Transactions and authorizing execution and delivery thereof, certified by a secretary or assistant secretary an officer of such Credit Party (pursuant to an officer’s certificate in substantially the form of Exhibit 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 Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party (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 board of Directors directors or comparable managing body of each Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary Responsible Officer of such Credit Party (pursuant to the Closing Officer’s Certificate) as of the Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of the resolutions of the trustee or Board of Directors Trustees of each such Credit Party Party, as the case may be, approving and adopting the Credit Documents to which it is a party, the transactions contemplated herein and therein and authorizing execution the execution, delivery and delivery performance hereof and thereof, certified by a secretary or assistant secretary the trustee of such Credit Party to be true and true, correct and in force and effect complete as of the Closing Effective Date.

Resolutions. Copies of resolutions of the Board of Directors or other comparable managing body of each Credit Party that is party to a Credit Document, approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary as of such Credit Party the Closing Date to be true and correct and in force and effect as of the Closing Datesuch date.

Resolutions. Copies of the resolutions of the Board of Directors Trustees of each such Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party 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 comparable managing body of each Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary Responsible Officer of such Credit Party (pursuant to the Closing Officer’s Certificate) as of the Restatement 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 Governing Body of each Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party (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 board of Directors directors or other comparable governing body of each Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary an officer, general partner or assistant secretary manager of such Credit Party 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 and, to the extent applicable, the general meeting of shareholders of each Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary, assistant secretary or assistant secretary authorized board member(s) of such Credit Party (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 board of Directors directors of each Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party (pursuant to a secretary’s certificate in substantially the form of Exhibit 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 each Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party to be true and correct and in full force and effect as of the Closing Effective Date.

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

Resolutions. Copies of resolutions of the Board of Directors Directors, managers, members, or similar managing body of each Credit Party Party, General Partner, and Operating GP approving and adopting the Credit Documents to which it is a party or which it will execute on behalf of another party, the transactions contemplated therein and authorizing execution and delivery thereof, in each case certified by a secretary secretary, assistant secretary, manager, general partner, or assistant secretary of such Credit Party other Person acceptable to Agent 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 comparable managing body of each Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein Transactions and authorizing execution and delivery thereof, certified by a secretary or assistant secretary an officer of such Credit Party 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 other comparable managing body of each Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary an officer or assistant secretary managing member of such Credit Party 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 Credit Party (or its general partner, as applicable) approving and adopting the such Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party (or its general partner, as applicable) 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, general partner(s), managing partner(s), managing member(s) or similar governing entity/body of each Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party 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, general partner or comparable managing body of each Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein Transactions and authorizing execution and delivery thereof, certified by a secretary or assistant secretary an officer of such Credit Party (pursuant to an officer’s certificate in form and substance satisfactory to the Administrative Agent) 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 Credit Party Borrower approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party Borrower to be true and correct and in 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 Credit Party Borrower approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein thereby and authorizing execution and delivery thereof, certified by a secretary or assistant secretary the Secretary of such Credit Party the 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 board of Directors directors or General Partner, as applicable, of each Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated herein and therein and authorizing execution and delivery thereof, and incumbency certificates, in each case, certified by a secretary or assistant secretary of such each Credit Party (or, in the case of the Borrower, a secretary or assistant secretary of the General Partner, acting on behalf of the 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 group and, where applicable, the shareholders or members) of each Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party (pursuant to a secretary’s certificate in substantially the 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 other comparable managing body of each Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party (pursuant to a secretary’s certificate in substantially the 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 or similar managing body of each Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party to be true and correct and in force and effect as of the Original Closing Date.

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

Resolutions. Copies A copy of resolutions of the Board board of Directors directors of each Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party (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 each Credit Party the Borrower or a duly authorized committee thereof approving and adopting the Credit Documents to which it is a party, party and the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party the 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 Governing Body of each Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party (pursuant to a secretary’s certificate in substantially the form of Schedule 4.1(b) attached hereto) as of the Effective Date to be true and correct and in force and effect as of the Closing Datesuch date.

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

Resolutions. Copies of resolutions of the Board of Directors or other comparable managing body of each Credit Party that is party to a Credit Document, approving and adopting the Credit Documents to which it is a party, party and the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary as of such Credit Party 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 consent of members, as applicable for each Credit Party Party, approving and adopting the Credit Loan Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party 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 Credit Party of the Company and FCP approving and adopting this Credit Agreement and the other Credit 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 such Credit Party 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 Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary an officer of such Credit Party 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 each Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party to be true and correct and in force and effect as of the Closing First Amendment Effective Date.

Resolutions. Copies of resolutions of the Board board of Directors directors or comparable managing body of each Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary an officer of such Credit Party (pursuant to an officer's certificate in substantially the form of Exhibit 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 Credit Party approving and adopting the Credit Documents in form and substance reasonably satisfactory to which it is a partythe Administrative Agent, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary an officer of such Credit Party (pursuant to an officer’s certificate in substantially the form of Exhibit 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 the foreign equivalent) of each Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary an officer of such Credit Party 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 such Credit Party approving and adopting the Credit Loan Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party 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 Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of 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 for each Credit Party approving and adopting the Credit Loan Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party Person 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 Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party to be true and correct and in full force and effect as of the Closing Effective Date.

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

Resolutions. Copies of resolutions or certificate of authorization of the Board board of Directors directors or general partner of each Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary an officer or assistant secretary general partner of such Credit Party 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 Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein Restatement Date Transactions and authorizing execution and delivery thereof, certified by a secretary or assistant secretary an officer of such Credit Party (pursuant to an officer’s certificate in substantially the form of Exhibit 4.1(b) attached hereto) as of the Restatement 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 other comparable managing body of each Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party (pursuant to a secretary's certificate in substantially the 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 comparable managing body of each Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary an officer of such Credit Party as of the First Amendment 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 Credit Party such Person approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party Person 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 Credit Party the Borrower approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party the Borrower to be true and correct and in force and effect as of the Closing Date.. <PAGE>

Resolutions. Copies of resolutions of the Board of ----------- Directors or their equivalent of each Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such 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 of Directors of each such Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party 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 Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party (pursuant to a secretary’s certificate in substantially the 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 Date.such date;

Resolutions. Copies of resolutions of the Board board of Directors directors or similar governing body of each Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary an officer of such Credit Party 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 Credit Party Borrower approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party 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 Credit Party approving and adopting the Credit Documents to which it is a partyTransaction Documents, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary an officer of such Credit Party (pursuant to an officer’s certificate in substantially the form of Exhibit 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 each Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party to be true and correct and in force and effect as of the Closing Second Restatement Effective Date.

Resolutions. Copies of resolutions of the Board board of Directors ----------- directors (or an authorized executive committee, if applicable) of each such Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party to be true and correct and in force and effect as of the Closing Date.

Resolutions. Copies of resolutions of the Board of Directors or similar managing body of each Credit Party approving and adopting approving, in the case of the Borrower, the Credit Documents to which it is a partyAgreement and, in the case of the other Credit Parties, the transactions contemplated therein and by the Credit Agreement and, in the case of the Borrower, authorizing execution and delivery thereof, certified by a secretary or assistant secretary and in the case of the other Credit Parties, acknowledging and reaffirming the Credit Documents to which such other Credit Party to be true and correct and in force and effect as of the Closing Dateis a party.

Resolutions. Copies of resolutions ----------- of the Board board of Directors directors of each Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary an officer of such Credit Party 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 (except in the case of each Millipore SAS) of such Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary, assistant secretary or assistant secretary director of such Credit Party to be true and correct and in force and effect as of the Closing Date.

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

Resolutions. Copies of resolutions of the Board board of Directors directors of each Credit Party approving and adopting the Credit Documents to which it is a partyDocuments, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a the secretary or assistant secretary as of such Credit Party 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 manager, as applicable, of each Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery CHAR1\1351553v8 72 thereof, certified by a secretary or assistant secretary of such Credit Party to be true and correct and in force and effect as of the Closing Date.