THE
SAME, AN A NOTE OF EACH INITIAL CREDIT PARTY PAYABLE TO THE ORDER OF SUCH BANK.
55
(II)
CERTIFIED COPIES OF (A) THE RESOLUTIONS OF THE BOARD OF DIRECTORS OR OTHER
GOVERNING BODY OF EACH INITIAL CREDIT PARTY APPROVING THIS AGREEMENT AND THE
NOTES OF EACH SUCH INITIAL CREDIT PARTY; AND (B) ALL DOCUMENTS EVIDENCING OTHER
NECESSARY CORPORATE OR OTHER AUTHORIZING ACTION AND GOVERNMENTAL APPROVALS, IF
ANY, WITH RESPECT TO THIS AGREEMENT AND THE NOTES OF THE INITIAL CREDIT PARTIES.
(III)
SIGNED COPIES OF A CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY
OR OTHER APPROPRIATE OFFICER OR REPRESENTATIVE OF EACH INITIAL CREDIT PARTY
CERTIFYING THE NAMES AND TRUE SIGNATURES OF THE OFFICERS OR OTHER
REPRESENTATIVES OF SUCH INITIAL CREDIT PARTY AUTHORIZED TO SIGN THIS AGREEMENT
AND THE NOTES OF SUCH INITIAL CREDIT PARTY AND THE OTHER DOCUMENTS OR
CERTIFICATES TO BE DELIVERED BY SUCH INITIAL CREDIT PARTY PURSUANT TO THIS
AGREEMENT.
THE AGENT MAY CONCLUSIVELY RELY ON EACH SUCH CERTIFICATE OF SUCH
INITIAL CREDIT PARTY UNTIL THE AGENT SHALL RECEIVE A FURTHER CERTIFICATE OF THE
SECRETARY OR AN ASSISTANT SECRETARY OR OTHER REPRESENTATIVE OF SUCH INITIAL
CREDIT PARTY CANCELING OR AMENDING THE PRIOR CERTIFICATE OF SUCH INITIAL CREDIT
PARTY AND SUBMITTING THE SIGNATURES OF THE OFFICERS OR OTHER REPRESENTATIVES
NAMED IN SUCH FURTHER CERTIFICATE.
(IV)
A CERTIFICATE EXECUTED BY THE TREASURER OF THE COMPANY ON BEHALF OF THE
COMPANY CERTIFYING THAT AS OF THE RESTATEMENT DATE, SINCE DECEMBER 31, 2003
THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN THE BUSINESS, FINANCIAL CONDITION,
OPERATIONS, PROPERTIES OR PERFORMANCE OF THE COMPANY AND ITS SUBSIDIARIES, TAKEN
AS A WHOLE, OR IN THE ABILITY OF THE COMPANY TO PERFORM ITS OBLIGATIONS UNDER
THIS AGREEMENT OR ANY NOTE.
(V)
FAVORABLE OPINIONS OF (A) THE GENERAL COUNSEL OF THE COMPANY IN
SUBSTANTIALLY THE FORM OF EXHIBIT E HERETO AND SPECIAL COUNSEL FOR THE COMPANY,
ECOLAB PTY AND ECOLAB FINANCE PTY IN SUBSTANTIALLY THE FORM OF EXHIBIT F HERETO
AND (B) FOR ECOLAB PTY AND ECOLAB FINANCE PTY, SPECIAL AUSTRALIAN COUNSEL FOR
SUCH INITIAL CREDIT PARTIES IN SUBSTANTIALLY THE FORM OF EXHIBIT G HERETO.
SUCH
COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE AGENT.
(VI)
A FAVORABLE OPINION OF SIDLEY AUSTIN BROWN & WOOD LLP, COUNSEL FOR THE
AGENT AND THE EURO-AGENT, IN SUBSTANTIALLY THE FORM OF EXHIBIT H HERETO.
(B)
THE OBLIGATION OF EACH BANK TO MAKE ITS INITIAL ADVANCE ON THE OCCASION OF
THE INITIAL BORROWING BY ANY BORROWING SUBSIDIARY OTHER THAN ECOLAB PTY AND
ECOLAB FINANCE PTY (IF ECOLAB PTY AND ECOLAB FINANCE PTY HAVE AT ALL TIMES SINCE
THE RESTATEMENT DATE BEEN PARTIES TO THIS AGREEMENT) AND THE OBLIGATION OF ANY
ISSUING BANK TO ISSUE AND EACH BANK TO PARTICIPATE IN ANY LETTER OF CREDIT
ISSUED ON BEHALF OF SUCH BORROWING SUBSIDIARY HEREUNDER, ON OR AFTER THE
RESTATEMENT DATE, IS SUBJECT TO THE CONDITIONS PRECEDENT THAT (I) ALL FACILITY,
AGENCY AND ADMINISTRATIVE FEES PROVIDED FOR UNDER THE TERMS OF THIS AGREEMENT,
ACCRUED TO THE DATE OF SUCH INITIAL ADVANCE OR LETTER