ASSISTANT SECRETARY OF THE
BORROWER AND OF EACH SUBSIDIARY PARTY TO ANY CREDIT DOCUMENT, DATED THE
EFFECTIVE DATE, STATING (A) THAT ATTACHED THERETO IS A TRUE AND COMPLETE COPY OF
THE BY-LAWS OF THE BORROWER (OR SUBSIDIARY, AS THE CASE MAY BE) AS IN EFFECT ON
SUCH DATE AND AT ALL TIMES SINCE THE DATE OF THE RESOLUTIONS DESCRIBED IN CLAUSE
(B) BELOW, (B) THAT ATTACHED THERETO IS A TRUE AND COMPLETE COPY OF RESOLUTIONS
DULY ADOPTED BY THE BOARD OF DIRECTORS OF THE BORROWER (OR SUBSIDIARY, AS THE
CASE MAY BE) AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THE VARIOUS
CREDIT DOCUMENTS, AND THAT SUCH RESOLUTIONS HAVE NOT BEEN MODIFIED, RESCINDED OR
AMENDED AND ARE IN FULL FORCE AND EFFECT, (C) THAT THE ARTICLES OF INCORPORATION
OF THE BORROWER (OR EQUIVALENT CONSTITUTIVE DOCUMENTS OF THE SUBSIDIARY, AS THE
CASE MAY BE) HAVE NOT BEEN AMENDED SINCE THE DATE OF THE LAST AMENDMENT THERETO
SHOWN ON THE CERTIFIED ARTICLES OF INCORPORATION FURNISHED PURSUANT TO CLAUSE
(I) ABOVE OR (III) BELOW, AND (D) AS TO THE INCUMBENCY AND SIGNATURE OF EACH
OFFICER EXECUTING THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT AND ANY OTHER
DOCUMENT DELIVERED IN CONNECTION HEREWITH ON BEHALF OF THE BORROWER AND ANY
SUBSIDIARY; AND
(III)
A COPY OF THE CONSTITUTIVE DOCUMENTS OF EACH SUBSIDIARY PARTY TO
ANY CREDIT DOCUMENT CERTIFIED BY THE APPROPRIATE GOVERNMENTAL AUTHORITY,
INCLUDING ANY RELEVANT SECRETARY OF STATE OR BANKING REGULATOR, AND A
CERTIFICATE OF GOOD STANDING OR EQUIVALENT THEREOF FROM THE SAME (TO THE EXTENT
APPLICABLE IN THE JURISDICTION OF INCORPORATION OF SUCH SUBSIDIARY AND TO THE
EXTENT THAT THE RELEVANT BANKING REGULATOR OF SUCH SUBSIDIARY GENERALLY PROVIDES
CERTIFICATES OF GOOD STANDING OR THE EQUIVALENT THEREOF), IN EACH CASE AS OF A
DATE REASONABLY CLOSE TO THE EFFECTIVE DATE.
(D)
OPINIONS OF COUNSEL.
THE LENDER SHALL HAVE RECEIVED A FAVORABLE
WRITTEN OPINION, DATED THE EFFECTIVE DATE AND ADDRESSED TO THE LENDER UNDER THIS
AGREEMENT, OF (I) WITHERSPOON, KELLEY, DAVENPORT & TOOLE, COUNSEL FOR THE
BORROWER, IN SUBSTANTIALLY THE FORM OF EXHIBIT C-1, AND (II) SULLIVAN &
CROMWELL, COUNSEL FOR THE ADMINISTRATIVE AGENT, IN SUBSTANTIALLY THE FORM OF
EXHIBIT C-2.
(E)
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN SECTION 5.01 SHALL BE TRUE AND CORRECT ON THE EFFECTIVE
DATE, AND THE LENDER SHALL HAVE RECEIVED A CERTIFICATE, SIGNED BY A RESPONSIBLE
OFFICER OF THE BORROWER, TO THAT EFFECT.
(F)
CUSTOMER IDENTIFICATION PROGRAM.
THE BORROWER SHALL HAVE
PROVIDED THE LENDER SUCH DOCUMENTS, IN THE FORM OF EXHIBIT E, AND ANY OTHER SUCH
INFORMATION NECESSARY TO SATISFY THE LENDER'S CUSTOMER IDENTIFICATION PROGRAM
REQUIREMENTS IN ACCORDANCE WITH THE USA PATRIOT ACT.
(G)
EXISTING CREDIT AGREEMENT AND SECURITY DOCUMENTS.
THE BORROWER'S
INDEBTEDNESS UNDER THE EXISTING CREDIT AGREEMENT SHALL HAVE BEEN FULLY
DISCHARGED ON OR BEFORE OR AT THE SAME TIME AS THE EFFECTIVE TIME AND ANY LIENS
THEREUNDER SECURING THE OBLIGATIONS OF THE BORROWER SHALL HAVE BEEN FULLY
RELEASED (AND THE LENDER SHALL HAVE RECEIVED EVIDENCE IN WRITING
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OF SUCH DISCHARGE AND RELEASE) AND THE SECURITY