SHALL HAVE BEEN ESTABLISHED; AND, EACH DOCUMENT (INCLUDING, WITHOUT
LIMITATION, ANY UNIFORM COMMERCIAL CODE FINANCING STATEMENT TO BE FILED IN THE
JURISDICTION OF ORGANIZATION OF EACH GRANTOR) REQUIRED BY THE SECURITY AGREEMENT
OR UNDER LAW OR REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT TO BE FILED,
REGISTERED, RECORDED OR DELIVERED IN ORDER TO CREATE OR PERFECT THE LIENS
INTENDED TO BE CREATED UNDER THE SECURITY AGREEMENT SHALL HAVE BEEN DELIVERED TO
THE ADMINISTRATIVE AGENT IN PROPER FORM FOR FILING, REGISTRATION OR RECORDATION
(IF APPLICABLE);
(G)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED OPINIONS OF
(I) CLIFFORD CHANCE US LLP, SPECIAL COUNSEL FOR THE BORROWER, AND (II) GEOFFREY
DUGAN, ESQ., IN-HOUSE COUNSEL FOR THE BORROWER, EACH ACCEPTABLE TO THE
ADMINISTRATIVE AGENT, THE BANKS AND THEIR COUNSEL;
(H)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL DOCUMENTS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST RELATING TO THE EXISTENCE OF THE
BORROWER, EACH COLLATERAL SPV, EACH COLLATERAL LLC THE EQUITY INTERESTS IN WHICH
ARE PLEDGED AS COLLATERAL AND ANY OTHER GUARANTOR AS OF THE CLOSING DATE, THE
AUTHORITY FOR AND THE VALIDITY OF THIS AGREEMENT
54
AND THE OTHER LOAN DOCUMENTS, THE INCUMBENCY OF OFFICERS EXECUTING THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY OTHER MATTERS RELEVANT HERETO,
ALL IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT.
SUCH
DOCUMENTATION SHALL INCLUDE, WITHOUT LIMITATION, THE ARTICLES OF INCORPORATION,
CERTIFICATE OF FORMATION OR SIMILAR ORGANIZATIONAL DOCUMENT OF EACH SUCH ENTITY,
AS AMENDED, MODIFIED OR SUPPLEMENTED ON OR PRIOR TO THE CLOSING DATE, CERTIFIED
TO BE TRUE, CORRECT AND COMPLETE BY A SENIOR OFFICER OF SUCH ENTITY AS OF A DATE
NOT MORE THAN TEN (10) DAYS PRIOR TO THE CLOSING DATE, TOGETHER WITH A GOOD
STANDING CERTIFICATE AS TO EACH SUCH ENTITY FROM THE SECRETARY OF STATE (OR THE
EQUIVALENT THEREOF) OF ITS JURISDICTION OF ORGANIZATION, TO BE DATED NOT MORE
THAN THIRTY (30) DAYS PRIOR TO THE CLOSING DATE.
ANY SUCH ORGANIZATIONAL
DOCUMENTS OF EACH COLLATERAL SPV AND EACH COLLATERAL LLC SHALL PROVIDE FOR, AND
REQUIRE THAT THERE AT ALL TIMES BE, A SPECIAL DIRECTOR OR MEMBER SELECTED BY THE
ADMINISTRATIVE AGENT WHOSE CONSENT WOULD BE REQUIRED FOR A BANKRUPTCY FILING BY
SUCH COLLATERAL SPV OR COLLATERAL LLC OR FOR THE TRANSFER OF ANY EQUITY
INTERESTS THEREIN (OTHER THAN THE SALE OF SUCH EQUITY INTERESTS IN A TRANSACTION
PERMITTED UNDER THE LOAN DOCUMENTS);
(I)
THE BORROWER SHALL HAVE EXECUTED A SOLVENCY CERTIFICATE
ACCEPTABLE TO THE ADMINISTRATIVE AGENT;
(J)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL CERTIFICATES,
AGREEMENTS AND OTHER DOCUMENTS AND PAPERS REFERRED TO IN THIS SECTION 3.1 AND
THE NOTICE OF BORROWING REFERRED TO IN SECTION 2.3, IF APPLICABLE, UNLESS
OTHERWISE SPECIFIED, IN SUFFICIENT COUNTERPARTS, SATISFACTORY IN FORM AND
SUBSTANCE TO THE ADMINISTRATIVE AGENT IN ITS REASONABLE DISCRETION;
(K)
THE BORROWER AND EACH OTHER LOAN PARTY SHALL HAVE TAKEN ALL
ACTIONS REQUIRED TO AUTHORIZE THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND
ANY OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY AND THE PERFORMANCE THEREOF BY
THE BORROWER OR SUCH LOAN PARTY, AS