OF THE BORROWER, AS APPLICABLE;
49
(III)
RESOLUTIONS OF THE BOARD OF DIRECTORS (OR SIMILAR GOVERNING BODY)
OF THE BORROWER APPROVING AND AUTHORIZING THE EXECUTION, DELIVERY AND
PERFORMANCE OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY AND CERTIFIED AS OF THE
EFFECTIVE DATE BY THE SECRETARY (OR OTHER APPROPRIATE OFFICER) OF THE BORROWER
AS BEING IN FULL FORCE AND EFFECT WITHOUT MODIFICATION OR AMENDMENT;
(IV)
SIGNATURE AND INCUMBENCY CERTIFICATES OF THE OFFICERS OF THE
BORROWER EXECUTING THE LOAN DOCUMENTS TO WHICH IT IS A PARTY ON BEHALF OF THE
BORROWER;
(V)
A GOOD STANDING CERTIFICATE OR CERTIFICATE OF EXISTENCE, AS
APPLICABLE, FROM THE SECRETARY OF STATE (OR SIMILAR OFFICIAL) FROM THE
JURISDICTION OF FORMATION OF THE BORROWER, CERTIFIED AS OF THE EFFECTIVE DATE
(OR A RECENT DATE PRIOR TO THE EFFECTIVE DATE) (THE MATTERS REFERENCED IN
SUBSECTIONS 3.1A(II)-(V) TO BE ADDRESSED IN A SECRETARY'S CERTIFICATE
SUBSTANTIALLY IN THE FORM OF EXHIBIT VII);
(VI)
AN OFFICER'S CERTIFICATE FROM AN OFFICER OF THE BORROWER
SUBSTANTIALLY IN THE FORM OF EXHIBIT VIII, IN FORM AND SUBSTANCE SATISFACTORY TO
THE ADMINISTRATIVE AGENT, TO THE EFFECT THAT ALL REPRESENTATIONS AND WARRANTIES
CONTAINED IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE TRUE, CORRECT AND
COMPLETE (OTHER THAN ANY SUCH REPRESENTATION OR WARRANTY THAT EXPRESSLY RELATES
TO AN EARLIER DATE, IN WHICH CASE SUCH REPRESENTATION OR WARRANTY SHALL HAVE
BEEN TRUE, CORRECT AND COMPLETE AS OF SUCH EARLIER DATE); THAT THE BORROWER AND
ITS SUBSIDIARIES ARE NOT IN VIOLATION OF ANY OF THE COVENANTS CONTAINED IN THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS; THAT NO EVENT SHALL HAVE OCCURRED AND BE
CONTINUING OR WOULD RESULT FROM THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, THAT WOULD CONSTITUTE AN EVENT OF DEFAULT OR A
POTENTIAL EVENT OF DEFAULT; AND
(VII)
SUCH OTHER DOCUMENTS AS THE ADMINISTRATIVE AGENT ON BEHALF OF THE
LENDERS MAY REASONABLY REQUEST.
B.
OPINIONS OF COUNSEL.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
ORIGINALLY EXECUTED COPIES OF ONE OR MORE FAVORABLE WRITTEN OPINIONS OF
(I) BRIAN J. SMITH, SENIOR VICE PRESIDENT AND GENERAL COUNSEL OF THE BORROWER,
AND (II) MAYER, BROWN, ROWE & MAW, LLP, SPECIAL NEW YORK COUNSEL FOR THE
BORROWER, EACH IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND ITS COUNSEL, DATED AS OF THE EFFECTIVE DATE.
C.
PAYMENT OF AMOUNTS DUE.
THE BORROWER SHALL HAVE PAID TO THE LEAD
ARRANGERS AND THE AGENTS, ALL REASONABLE OUT-OF-POCKET COSTS, FEES (INCLUDING
THOSE FEES DUE ON THE EFFECTIVE DATE REFERRED TO IN SECTION 2.6), EXPENSES
(INCLUDING REASONABLE LEGAL FEES AND EXPENSES OF A SINGLE U.S. COUNSEL) AND
OTHER COMPENSATION PAYABLE ON THE EFFECTIVE DATE.
D.
RATINGS.
THE LEAD ARRANGERS SHALL HAVE RECEIVED EVIDENCE
SATISFACTORY TO THEM THAT THE BORROWER'S STAND-ALONE SENIOR UNSECURED RATING
SHALL BE AT LEAST BAA3 FROM MOODY'S AND BBB FROM S&P, EACH WITH AT LEAST A
STABLE OUTLOOK.
E.
AUTHORIZATIONS AND CONSENTS.
(I)
THE BORROWER SHALL HAVE OBTAINED ALL GOVERNMENTAL AUTHORIZATIONS
AND ALL CONSENTS OF OTHER PERSONS, IN EACH CASE THAT ARE NECESSARY IN CONNECTION