Resolutions. The Company shall have received certified resolutions of the Boards of Directors of Buyer and Merger Sub and certified resolutions of Buyer as stockholder of Merger Sub authorizing the Merger and Buyer’s execution, delivery and performance of this Agreement, and all actions to be taken by Buyer and Merger Sub hereunder.

Resolutions. Resolutions of the Board of Directors (or other governing body) of Borrower and each other Obligated Party certified by the Secretary or an Assistant Secretary (or a Responsible Officer or other custodian of records) of such Person which authorize the execution, delivery, and performance by such Person of this Agreement and the other Loan Documents to which such Person is or is to be a party;

Resolutions. Copies of the resolutions of the Board of Trustees of BRT approving and adopting the Credit Documents to which it and each Credit Party is a party, the transactions contemplated therein and authorizing execution and delivery thereof by and on behalf of itself and each Credit Party.

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 and the issuance of Letters of Credit, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and

Board Resolutions. Duly executed resolution of the board of directors of Seller, substantially in the form attached as [Schedule 3.2.1(i)] hereto;

Copies, certified by the Secretary or Assistant Secretary of the Borrowing Subsidiary, of its Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Agent) approving the Assumption Letter.

Borrowing Base. If, at any time, # the Revolver Usage on such date exceeds # the lesser of # the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent and # the Maximum Revolver Amount (as adjusted for any Reserves against the Maximum Revolver Amount implemented pursuant to [Section 2.1(c)]), then Borrowers shall promptly, but in any event, within one Business Day prepay the Obligations in accordance with [Section 2.4(f)] in an aggregate amount equal to the amount of such excess.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone or Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than ​ New York City time on the requested borrowing date and shall specify # the principal amount to be borrowed, which principal amount shall be a minimum of ​ (and any amount in excess of ​ shall be in integral multiples of ​) and # the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to ​ New York City time on the date of the proposed Swing Line Borrowing # directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of ‎[[Section 2.04(a), or (B)])]] that one or more of the applicable conditions specified in ‎[Section 4.02] is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than ​ New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds. Notwithstanding anything to the contrary contained in this ‎[Section 2.04] or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to ‎[Section 2.17(a)(iv)]) with respect to the Defaulting Lender’s or Defaulting ​’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting ​’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Subsidiaries. (a) On or after the Restatement Effective Date, the Company may designate # any Domestic Subsidiary, Swiss Subsidiary or Canadian Subsidiary or, with the prior written consent of each Global Tranche Lender, any other Subsidiary as a Global Tranche Borrower, or # any Domestic Subsidiary as a US Tranche Borrower, in each case by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company, and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Global Tranche Borrowing Subsidiary or a US Tranche Borrowing Subsidiary, as the case may be, and a party to this Agreement;

Borrowing Base. ​ shall have received evidence from ​ that the aggregate amount of Eligible Receivables and Eligible Inventory is sufficient in value and amount to support Revolving A Advances, the Acceptances, the Letters of Credit and the Swing Loans, if any, in the amount requested by ​ in connection with the addition of such Applicant Borrower as a Borrower;