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;
50
(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 WITH THE TRANSACTIONS CONTEMPLATED BY THE LOAN
DOCUMENTS, AND EACH OF