ADMINISTRATIVE AGENT IN RELATION TO ANY REGISTERED TITLES GIVING A
SUFFICIENT PERIOD OF PRIORITY (OF AT LEAST 15 DAYS FOLLOWING THE CLOSING DATE).
(G)
FEES.
THE LENDERS AND THE AGENTS SHALL HAVE RECEIVED ALL FEES REQUIRED TO
BE PAID, AND ALL EXPENSES FOR WHICH INVOICES HAVE BEEN PRESENTED (INCLUDING THE
REASONABLE FEES AND EXPENSES OF LEGAL COUNSEL), ON OR BEFORE THE CLOSING DATE.
(H)
CLOSING CERTIFICATE.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) A
CERTIFICATE OF EACH LOAN PARTY, DATED THE CLOSING DATE, SUBSTANTIALLY IN THE
FORM OF EXHIBIT I, WITH APPROPRIATE INSERTIONS AND ATTACHMENTS INCLUDING,
WITHOUT LIMITATION, THE FORMATION DOCUMENTS AND A LONG FORM GOOD STANDING
CERTIFICATE (WHERE APPLICABLE) OF EACH GROUP MEMBER CERTIFIED BY THE RELEVANT
AUTHORITY OF THE JURISDICTION OF ORGANIZATION OF SUCH GROUP MEMBER.
52
(I)
LEGAL OPINIONS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE
FOLLOWING EXECUTED LEGAL OPINIONS:
(i)
the legal opinion of Paul, Hastings, Janofsky and Walker LLP,
counsel in the United States to the Borrower and its Subsidiaries, substantially
in the form of Exhibit J-1; and
(ii)
the legal opinion of Baker & McKenzie, counsel in England and
Wales to the Borrower and the UK Subsidiary Guarantors, substantially in the
form of Exhibit J-2.
Each such legal opinion shall cover such other matters incident to the
transactions contemplated by this Agreement, and otherwise be in such form and
of such substance, as the Administrative Agent may reasonably require.
(J)
PLEDGED EQUITY INTERESTS; TRANSFER POWERS; PLEDGED NOTES.
THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) THE CERTIFICATES REPRESENTING THE
SHARES OF CAPITAL STOCK PLEDGED PURSUANT TO THE SECURITY DOCUMENTS, TOGETHER
WITH AN UNDATED TRANSFER POWER FOR EACH SUCH CERTIFICATE EXECUTED IN BLANK BY A
DULY AUTHORIZED OFFICER OF THE PLEDGOR THEREOF (OR, IN THE CASE OF THE CAPITAL
STOCK PLEDGED PURSUANT TO THE UK DEBENTURE AND THE UK CHARGE OVER SHARES, THE
EQUIVALENT THEREOF FOR EACH ENTITY INCORPORATED IN ENGLAND AND WALES), OTHER
THAN THE SHARE CERTIFICATES REPRESENTING ALL OF THE ISSUED AND OUTSTANDING SHARE
CAPITAL OF 19 ARTIST TOURS LIMITED AND DOUBLE VISION FILM LIMITED, AND (II) EACH
PLEDGED NOTE PLEDGED TO THE ADMINISTRATIVE AGENT PURSUANT TO THE SECURITY
DOCUMENTS ENDORSED (WITHOUT RECOURSE) IN BLANK (OR ACCOMPANIED BY AN EXECUTED
TRANSFER FORM IN BLANK) BY THE PLEDGOR THEREOF.
(K)
FILINGS, REGISTRATIONS AND RECORDINGS; CONTROL AGREEMENTS.
EACH DOCUMENT
(INCLUDING ANY UNIFORM COMMERCIAL CODE FINANCING STATEMENT OR ACCOUNT CONTROL
AGREEMENT) REQUIRED BY THE SECURITY DOCUMENTS OR UNDER LAW OR REASONABLY
REQUESTED BY THE ADMINISTRATIVE AGENT TO BE EXECUTED, DELIVERED, FILED,
REGISTERED OR RECORDED IN ORDER TO CREATE IN FAVOR OF THE ADMINISTRATIVE AGENT,
FOR THE BENEFIT OF THE SECURED PARTIES, A PERFECTED LIEN ON THE COLLATERAL
DESCRIBED THEREIN, PRIOR AND SUPERIOR IN RIGHT TO ANY OTHER PERSON (OTHER THAN
WITH RESPECT TO LIENS EXPRESSLY PERMITTED BY SECTION 7.3), SHALL (WITHIN THE
RELEVANT TIME PERIOD FOR FILING) BE IN PROPER FORM FOR EXECUTION, DELIVERY,
FILING, REGISTRATION OR RECORDATION (OR OTHERWISE IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT).
(L)
SOLVENCY CERTIFICATE.
THE ADMINISTRATIVE AGENT