OTHER BODY
AUTHORIZING THE EXECUTION OF THE FACILITY DOCUMENTS TO WHICH THE BORROWER IS A
PARTY.
(C)
SECRETARY'S CERTIFICATE.
AN INCUMBENCY CERTIFICATE, EXECUTED BY
THE SECRETARY OR ASSISTANT SECRETARY OF THE BORROWER, WHICH SHALL IDENTIFY BY
NAME AND TITLE AND BEAR THE SIGNATURE OF THE OFFICERS OF THE BORROWER AUTHORIZED
TO SIGN THE FACILITY DOCUMENTS, UPON WHICH CERTIFICATE THE AGENT AND THE LENDERS
SHALL BE ENTITLED TO RELY UNTIL INFORMED OF ANY CHANGE IN WRITING BY THE
BORROWER.
(D)
OFFICER'S CERTIFICATE.
A CERTIFICATE, SIGNED BY AN AUTHORIZED
OFFICER OF THE BORROWER, STATING THAT:
(I) ON THE CLOSING DATE NO DEFAULT OR
UNMATURED DEFAULT HAS OCCURRED AND IS CONTINUING; AND (II) EACH OF THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE VI OF THIS AGREEMENT IS TRUE
AND CORRECT ON AND AS OF THE CLOSING DATE.
(E)
LEGAL OPINIONS.
A WRITTEN OPINION OF ELLIOT OROL, INTERNAL
COUNSEL TO THE BORROWER AND ITS SUBSIDIARIES, ADDRESSED TO THE AGENT AND THE
LENDERS IN FORM AND SUBSTANCE ACCEPTABLE TO THE AGENT AND ITS COUNSEL.
(F)
REVOLVING CREDIT NOTES. ANY REVOLVING CREDIT NOTES REQUESTED BY A
LENDER PURSUANT TO SECTION 2.12 PAYABLE TO THE ORDER OF EACH SUCH REQUESTING
LENDER.
(G)
FACILITY DOCUMENTS.
EXECUTED ORIGINALS OF THIS AGREEMENT AND EACH
OF THE FACILITY DOCUMENTS, WHICH SHALL BE IN FULL FORCE AND EFFECT, TOGETHER
WITH ALL SCHEDULES, EXHIBITS, CERTIFICATES, STOCK CERTIFICATES (INCLUDING STOCK
CERTIFICATES REPRESENTING ALL OF THE OUTSTANDING STOCK OF EACH SIGNIFICANT
SUBSIDIARY OTHER THAN NSIC), RELATED STOCK POWERS,
36
INSTRUMENTS, OPINIONS AND DOCUMENTS REQUIRED TO BE DELIVERED PURSUANT HERETO AND
THERETO.
(H)
OTHER.
SUCH OTHER DOCUMENTS AS THE AGENT, ANY LENDER OR THEIR
COUNSEL MAY HAVE REASONABLY REQUESTED.
5.2
EACH REVOLVING CREDIT ADVANCE AND LETTER OF CREDIT.
THE LENDERS SHALL NOT
BE REQUIRED TO MAKE ANY REVOLVING CREDIT ADVANCE (OTHER THAN A REVOLVING CREDIT
ADVANCE THAT, AFTER GIVING EFFECT THERETO AND TO THE APPLICATION OF THE PROCEEDS
THEREOF, DOES NOT INCREASE THE AGGREGATE AMOUNT OF OUTSTANDING REVOLVING CREDIT
ADVANCES), AND THE ISSUER SHALL NOT BE OBLIGATED TO ISSUE ANY LETTER OF CREDIT,
UNLESS ON THE APPLICABLE BORROWING DATE:
(A)
THERE EXISTS NO DEFAULT OR UNMATURED DEFAULT AND NONE WOULD RESULT
FROM SUCH REVOLVING CREDIT ADVANCE OR ISSUANCE OF SUCH LETTER OF CREDIT;
(B)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI ARE
TRUE AND CORRECT AS OF SUCH BORROWING DATE EXCEPT TO THE EXTENT ANY SUCH
REPRESENTATION OR WARRANTY IS STATED TO RELATE SOLELY TO AN EARLIER DATE, IN
WHICH CASE SUCH REPRESENTATION OR WARRANTY SHALL HAVE BEEN TRUE AND CORRECT ON
AND AS OF SUCH EARLIER DATE.
(C)
A BORROWING NOTICE OR ISSUANCE REQUEST, AS APPLICABLE, SHALL HAVE
BEEN PROPERLY SUBMITTED; AND
(D)
ALL LEGAL MATTERS INCIDENT TO THE MAKING OF SUCH REVOLVING CREDIT
ADVANCE OR ISSUANCE OF SUCH LETTER OF CREDIT SHALL BE SATISFACTORY TO THE
LENDERS AND THEIR COUNSEL.
Each Borrowing Notice with respect to each such Revolving Credit Advance and
each Issuance Request with respect to each such Letter of Credit shall
constitute a representation and warranty by the