AND WITH
THE PRIORITY REQUIRED BY, THE SECURITY AGREEMENT SHALL HAVE BEEN DELIVERED TO
THE ADMINISTRATIVE AGENT FOR FILING, REGISTRATION OR RECORDING AND NONE OF THE
COLLATERAL SHALL BE SUBJECT TO ANY OTHER PLEDGES, SECURITY INTERESTS OR
MORTGAGES, EXCEPT FOR LIENS PERMITTED HEREUNDER.
57
(C)
LEGAL OPINIONS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE
EXECUTED LEGAL OPINIONS OF (A) SIMPSON THACHER & BARTLETT LLP, SPECIAL NEW YORK
COUNSEL TO THE BORROWERS, SUBSTANTIALLY IN THE FORM OF EXHIBIT G-1, (B) THE
IN-HOUSE GENERAL COUNSEL FOR THE BORROWERS, SUBSTANTIALLY IN THE FORM OF
EXHIBIT G-2, AND (C) MAPLES AND CALDER, COUNSEL FOR THE BORROWERS THAT ARE
CAYMAN ISLANDS COMPANIES, WITH RESPECT TO MATTERS OF CAYMAN ISLANDS LAW
SUBSTANTIALLY IN THE FORM OF EXHIBIT G-3.
THE BORROWERS HEREBY REQUEST SUCH
COUNSEL TO DELIVER SUCH OPINIONS.
(D)
CLOSING CERTIFICATES.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A CERTIFICATE OF EACH BORROWER, DATED AS OF THE CLOSING DATE, WITH
APPROPRIATE INSERTIONS, EXECUTED BY THE PRESIDENT OR ANY VICE PRESIDENT AND THE
SECRETARY OR ANY ASSISTANT SECRETARY OR ANY OTHER RESPONSIBLE OFFICER OR DULY
AUTHORIZED SIGNATORY OF SUCH BORROWER, AND ATTACHING THE DOCUMENTS REFERRED TO
IN CLAUSE (E) BELOW AND SUCH OTHER CLOSING CERTIFICATES AS IT MAY REASONABLY
REQUEST.
(E)
AUTHORIZATION OF PROCEEDINGS OF EACH BORROWER; INCUMBENCY; DUE
ORGANIZATION; GOOD STANDING.
(I)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A COPY OF THE
RESOLUTIONS, IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT, OF
THE BOARD OF DIRECTORS OR OTHER MANAGERS OF EACH BORROWER (OR A DULY AUTHORIZED
COMMITTEE THEREOF) AUTHORIZING (X) THE EXECUTION, DELIVERY AND PERFORMANCE OF
THE LOAN DOCUMENTS (AND ANY AGREEMENTS RELATING THERETO) TO WHICH IT IS A PARTY
AND (Y) IN THE CASE OF EACH BORROWER, THE EXTENSIONS OF CREDIT CONTEMPLATED
HEREUNDER.
(II)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH CERTIFICATES OF
RESOLUTIONS OR OTHER ACTION, INCUMBENCY CERTIFICATES AND/OR OTHER CERTIFICATES
OF RESPONSIBLE OFFICERS OF EACH BORROWER AS THE ADMINISTRATIVE AGENT MAY REQUIRE
EVIDENCING THE IDENTITY, AUTHORITY AND CAPACITY OF EACH RESPONSIBLE OFFICER
THEREOF AUTHORIZED TO ACT AS A RESPONSIBLE OFFICER IN CONNECTION WITH THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH SUCH BORROWER IS A PARTY;
(III)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH DOCUMENTS AND
CERTIFICATIONS AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUIRE TO EVIDENCE
THAT EACH BORROWER IS DULY ORGANIZED OR FORMED AND THAT EACH OF THE BORROWERS IS
VALIDLY EXISTING, IN GOOD STANDING AND QUALIFIED TO ENGAGE IN BUSINESS IN EACH
JURISDICTION WHERE SUCH BORROWERS' OWNERSHIP, LEASE OR OPERATION OF PROPERTIES
OR THE CONDUCT OF ITS BUSINESS REQUIRES SUCH QUALIFICATION, EXCEPT TO THE EXTENT
THAT FAILURE TO DO SO COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT;
(F)
FEES. THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE FEES IN
THE AMOUNTS PREVIOUSLY AGREED IN WRITING TO BE RECEIVED ON THE CLOSING DATE AND
ALL EXPENSES (INCLUDING THE REASONABLE FEES, DISBURSEMENTS AND OTHER CHARGES OF
COUNSEL) PAYABLE BY THE BORROWERS FOR WHICH INVOICES HAVE BEEN PRESENTED PRIOR
TO THE CLOSING DATE SHALL HAVE BEEN PAID.
(G)
EXISTING