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This excerpt taken from the LUX 20-F filed Jun 28, 2006. certificato di iscrizione) of the relevant
Obligor with the competent companies’ register dated not earlier than 5 days
before the execution of this Agreement, mentioning the absence of any
insolvency procedures affecting such Obligor.
(b) A copy of a resolution of the board of directors of each Obligor: (i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party. (c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above. (d) A certificate of each Obligor confirming that borrowing or guaranteeing, as appropriate, the Facility A Commitments and the Facility C Commitments in the case of the Italian Borrower and the Facility B Commitments and the Facility C Commitments in the case of the US Borrower would not cause any borrowing, guaranteeing or similar limit binding on any Obligor to be exceeded. (e) A certificate of an authorised signatory of the relevant Obligor certifying that each copy document relating to it specified in this Part 1 of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. 83 |
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