Credit Agreement; (u) any promissory note to be issued by the Company to evidence the Term Loans; (iii) the Fee Letter, among the Company, the Agent and the Arranger; (iv) the borrowing request from the Company for the Term Loans (the "Borrowing Request*); (v) the Funding Indemnity Letter, between the Company and the Agent (the "Funding Indemnity Letter"); (vi) the Collateral and Guarantee Agreement (the "Collateral Agreement"), to be dated on or about the date hereof, among the Company, the guarantors and grantors party thereto, and the Agent for the benefit of the Secured Parties (as defined therein); (vii) one or more Control Agreements (as defined in the Credit Agreement), each among the Company, the Agent and the depositary bank or securities intermediary party thereto; and (vii) the Omnibus Payment Direction Letter, among the Company and the guarantors party thereto, as acknowledged and agreed by each Covered Investment Fund (as defined in the Credit Agreement), and other documents and instruments to be entered into and delivered by the Company pursuant to the Credit Agreement, the Collateral Agreement or the other Loan Documents (all the documents listed in clauses (i) through (viii) above and all other Loan Documents, including all exhibits and schedules thereto, collectively, the "Transaction Doatment"); WHEREAS, the Managing Member has determined that it is desirable for the Company to enter into the Transaction Documents to which it is a party or is intended to be a party and for the Company to execute, deliver and perform such Transaction Documents. NOW, THEREFORE, be it hereby resolved as follows: RESOLVED, that the Transaction, the Credit Agreement, the other Transaction Documents, including the borrowing of the Term Loans by the Company and the granting of the liens created by the Company pursuant to the applicable Transaction Documents (including the Collateral Agreement), are all deemed by the Managing Member to be in the best i