certificate of good standing or
the equivalent from the [Borrower/Company]'s jurisdiction of organization dated
as of a recent date prior to the date hereof.
4. Attached hereto as Exhibit B is a true and complete copy of the resolutions
duly adopted by action of the Board of Directors of the [Borrower/Company], and
such resolutions have not in any way been amended, modified, revoked or
rescinded, have been in full force and effect since their adoption to and
including the date hereof and are now in full force and effect.
5. Attached hereto as Exhibit C is a true and complete copy of the bylaws of
the [Borrower/Company] as in effect on the date hereof.
7. Attached hereto as Exhibit D is a true and complete certified copy of the
Certificate of Incorporation of the [Borrower/Company] as in effect on the date
hereof, and such Certificate of Incorporation has not been amended, repealed,
modified or restated.
8. The persons listed on Exhibit E hereto are now duly elected and qualified
officers of the [Borrower/Company] holding the offices indicated next to their
respective names, and the signatures appearing opposite their respective names
are the true and genuine signatures of such officers, and each of such officers
is authorized to execute and deliver on behalf of the [Borrower/Company] [the
Credit Agreement and] each of the Loan Documents to which it is a party and any
certificate or other document to be delivered by the [Borrower/Company] pursuant
to the [Credit Agreement and the] Loan Documents to which it is a party.
C-1
Debevoise & Plimpton LLP is entitled to rely on this certificate in connection
with the opinions it is delivering in connection with Section 5.1(f)(i) of the
Credit Agreement. Morris, Nichols, Arsht & Tunnell LLP is entitled to rely on
this certificate in connection with the opinions it is delivering in connection
with Section 5.1(f)(ii) of the Credit Agreement.
C-2
IN WITNESS WHEREOF, the undersigned has hereunto set its name as of the date set
forth above.
Name: Title:
I, [NAME], [TITLE] of the [Borrower/Company], do hereby certify that [NAME]
elected and qualified [TITLE] of the [Borrower/Company], and that [his/her]
signature set forth above is [his/her] genuine signature.
Name: Title:
C-3
Exhibit A
to Closing Certificate
[Certificate of Good Standing]
C-4
Exhibit B
to Closing Certificate
[Resolutions of the Board of Directors]
C-5
Exhibit C
to Closing Certificate
[Bylaws]
C-6
Exhibit D
to Closing Certificate
[Certificate of Incorporation]
C-7
Exhibit E
to Closing Certificate
Name and Title
Signature
[NAME]
[TITLE]
[NAME]
[TITLE]
[NAME]
[TITLE]
[NAME]
[TITLE]
[NAME]
[TITLE]
C-8
EXHIBIT D
FORM OF
ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between [Insert
name of Assignor] (the "Assignor") and [Insert name of Assignee] (the
"Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as