Agent’s Special Counsel Xxxxxx & Xxxxxxxxxx LLP or such other counsel as selected by Agent.
Solvency Certificate The Administrative Agent shall have received a Solvency Certificate from the chief financial officer or treasurer of the Borrower.
Solvency Certificates a certificate from each of the Issuer and the Guarantor as to its solvency.
Incumbency Certificates For each Credit Party, signature and incumbency certificates of the officers of each such Person executing any of the Loan Documents, certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being true, accurate, correct and complete.
Incumbency Certificate An incumbency certificate of the corporate secretary of each of Seller, certifying the names, true signatures and titles of the representatives duly authorized to request transactions hereunder and to execute the Program Agreements.
Opinion of Counsel to the Borrower A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, counsel for the Obligors, in form and substance reasonably acceptable to the Administrative Agent and covering such matters as the Administrative Agent may reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent).
Responsible Officer 6 Securities.............................................................6
Incumbency An incumbency certificate of each Credit Party certified by a secretary or assistant secretary to be true and correct as of the Closing Date.
