Extract to table

Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Credit Agreement

02 of the Credit Agreement shall apply to this Certificate, mutatis mutandis

These resolutions shall be effective as of the date first written above

dated as of March 15, 2021 (the "Existing Term Loan"), with an estimated payoff amount of approximately $169,312,500, and for working capital, general corporate purposes, permitted acquisitions, and capital expenditures in the ordinary course of business; WHEREAS, in connection with the Credit Agreement, the Company will be required to grant liens, security interests, pledges, and encumbrances on substantially all of its assets, including the pledge of 100% of the equity interests held by the Company in each of its direct domestic subsidiaries (WPS, WAH, WDS, and WPM), and to execute and deliver a Deed of Trust encumbering the Company's Herndon, Virginia real property (most recent appraised value of approximately $32,000,000); WHEREAS, the members of the Company have reviewed the terms and conditions of the Credit Agreement and the Loan Documents, and have determined that the execution, delivery, and performance of the Credit Agreement and the Loan Documents, and the consummation of the transactions contemplated thereby, are in the best interests of the Company and its members; NOW, THEREFORE, BE IT: RESOLVED, that the Company is hereby authorized to enter into, execute, deliver, and perform its obligations under the Credit Agreement, providing for a senior secured revolving credit facility in an aggregate principal amount of up to $450,000,000, in substantially the form presented to the members, with such changes, modifications, and amendments thereto as the officers of the Company executing the same shall deem necessary, appropriate, or advisable, the execution thereof by such officers to be conclusive evidence of such determination and approval; FURTHER RESOLVED, that the Company is hereby authorized to execute, deliver, and perform its obligations under each of the Loan Documents, including, without limitation, the Guarantee Agreement, the Pledge and Security Agreement, the Equity Pledge Agreement, the Deed of Trust, the Promissory Notes, and each other agreement, certificate, instrument, or document contemplated by or delivered pursuant to the Credit Agreement, in each case in substantially the form approved by the officers of the Company, with such changes, modifications, and additions as the officers executing the same shall deem necessary, appropriate, or advisable; FURTHER RESOLVED, that the Company is hereby authorized to grant to Prescott National Bank, N