Extract to table

The Credit Agreement provides for a $200,000,000 Senior Secured Term Loan Facility (the "Term Loan Facility") in favor of the Borrower, the proceeds of which, together with equity contributions from the Borrower's sole member, shall be used to finance, in part, the acquisition (the "Acquisition") of 100% of the outstanding equity interests of Meridian Cloud Solutions Inc

Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement

The undersigned further certifies that the Resolutions authorize the following actions on behalf of the Borrower: (i) The execution, delivery, and performance by the Borrower of the Credit Agreement and each of the other Loan Documents to which the Borrower is or will be a party, including, without limitation, the following: (A) the Credit Agreement, governing the $200,000,000 Senior Secured Term Loan Facility; (B) the Guarantee and Collateral Agreement, pursuant to which the Borrower shall pledge substantially all of its assets as collateral for the Obligations (as defined in the Credit Agreement); (C) the Pledge Agreement, pursuant to which the Borrower shall pledge (1) 100% of the equity interests in Meridian Cloud Solutions Inc

(Delaware Secretary of State File Number 6038472; EIN 82-1647530), for an aggregate enterprise value of $315,000,000, on such terms and conditions as the Authorized Persons of the Borrower shall determine to be necessary, proper, or advisable in connection therewith

The undersigned further certifies that each of the above-named individuals is authorized to act singly on behalf of the Borrower in connection with the execution and delivery of the Credit Agreement, each other Loan Document, and any and all related documents, instruments, certificates, and notices, and that the signature of any one such individual shall be sufficient to bind the Borrower with respect to any such document