OR ACTIONS OF ANY OTHER
BODY AUTHORIZING THE EXECUTION OF THE FACILITY DOCUMENTS TO WHICH THE BORROWER
IS A PARTY.
(C)
SECRETARY'S CERTIFICATE.
AN INCUMBENCY
CERTIFICATE, EXECUTED BY THE SECRETARY OR ASSISTANT SECRETARY OF THE BORROWER,
WHICH SHALL IDENTIFY BY NAME AND TITLE AND BEAR THE SIGNATURE OF THE OFFICERS OF
THE BORROWER AUTHORIZED TO SIGN THE FACILITY DOCUMENTS, UPON WHICH CERTIFICATE
THE AGENT AND THE LENDERS SHALL BE ENTITLED TO RELY UNTIL INFORMED OF ANY CHANGE
IN WRITING BY THE BORROWER.
(D)
OFFICER'S CERTIFICATE.
A CERTIFICATE,
SIGNED BY AN AUTHORIZED OFFICER OF THE BORROWER, STATING THAT:
(I) ON THE
CLOSING DATE NO DEFAULT OR UNMATURED DEFAULT HAS OCCURRED AND IS CONTINUING; AND
(II) EACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE VI OF THIS
AGREEMENT IS TRUE AND CORRECT ON AND AS OF THE CLOSING DATE.
(E)
LEGAL OPINIONS.
A WRITTEN OPINION OF
ELLIOT OROL, INTERNAL COUNSEL TO THE BORROWER AND ITS SUBSIDIARIES, ADDRESSED TO
THE AGENT AND THE LENDERS IN FORM AND SUBSTANCE ACCEPTABLE TO THE AGENT AND ITS
COUNSEL.
(F)
REVOLVING CREDIT NOTES. ANY REVOLVING
CREDIT NOTES REQUESTED BY A LENDER PURSUANT TO SECTION 2.12 PAYABLE TO THE ORDER
OF EACH SUCH REQUESTING LENDER.
(G)
FACILITY DOCUMENTS.
EXECUTED ORIGINALS OF
THIS AGREEMENT AND EACH OF THE FACILITY DOCUMENTS, WHICH SHALL BE IN FULL FORCE
AND EFFECT, TOGETHER WITH ALL SCHEDULES, EXHIBITS, CERTIFICATES, STOCK
CERTIFICATES (INCLUDING STOCK CERTIFICATES REPRESENTING ALL OF THE
35
OUTSTANDING STOCK OF EACH SIGNIFICANT SUBSIDIARY), RELATED STOCK POWERS,
INSTRUMENTS, OPINIONS AND DOCUMENTS REQUIRED TO BE DELIVERED PURSUANT HERETO AND
THERETO.
(H)
OTHER.
SUCH OTHER DOCUMENTS AS THE AGENT,
ANY LENDER OR THEIR COUNSEL MAY HAVE REASONABLY REQUESTED.
5.2
EACH REVOLVING CREDIT ADVANCE AND LETTER OF CREDIT.
THE LENDERS
SHALL NOT BE REQUIRED TO MAKE ANY REVOLVING CREDIT ADVANCE (OTHER THAN A
REVOLVING CREDIT ADVANCE THAT, AFTER GIVING EFFECT THERETO AND TO THE
APPLICATION OF THE PROCEEDS THEREOF, DOES NOT INCREASE THE AGGREGATE AMOUNT OF
OUTSTANDING REVOLVING CREDIT ADVANCES), AND THE ISSUER SHALL NOT BE OBLIGATED TO
ISSUE ANY LETTER OF CREDIT, UNLESS ON THE APPLICABLE BORROWING DATE:
(A)
THERE EXISTS NO DEFAULT OR UNMATURED
DEFAULT AND NONE WOULD RESULT FROM SUCH REVOLVING CREDIT ADVANCE OR ISSUANCE OF
SUCH LETTER OF CREDIT;
(B)
THE REPRESENTATIONS AND WARRANTIES CONTAINED
IN ARTICLE VI ARE TRUE AND CORRECT AS OF SUCH BORROWING DATE EXCEPT TO THE
EXTENT ANY SUCH REPRESENTATION OR WARRANTY IS STATED TO RELATE SOLELY TO AN
EARLIER DATE, IN WHICH CASE SUCH REPRESENTATION OR WARRANTY SHALL HAVE BEEN TRUE
AND CORRECT ON AND AS OF SUCH EARLIER DATE.
(C)
A BORROWING NOTICE OR ISSUANCE REQUEST, AS
APPLICABLE, SHALL HAVE BEEN PROPERLY SUBMITTED; AND
(D)
ALL LEGAL MATTERS INCIDENT TO THE MAKING OF
SUCH REVOLVING CREDIT ADVANCE OR ISSUANCE OF SUCH LETTER OF CREDIT SHALL BE
SATISFACTORY TO THE LENDERS AND THEIR COUNSEL.
Each Borrowing Notice with respect to each such Revolving Credit Advance and
each Issuance Request with respect to each such Letter of Credit shall
constitute a representation and warranty by