THE CONDITIONS TO
EFFECTIVENESS SET FORTH IN THIS SECTION 11; AND
(VII)
SUCH OTHER DOCUMENTS AS THE ADMINISTRATIVE AGENT ON BEHALF OF THE
LENDERS MAY REASONABLY REQUEST.
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D.
OPINIONS OF COUNSEL.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
(I) ORIGINALLY EXECUTED COPIES OF ONE OR MORE FAVORABLE WRITTEN OPINIONS OF (X)
SPECIAL NEW YORK COUNSEL FOR SUCH SUBSIDIARY BORROWER AND (Y) COUNSEL FOR SUCH
SUBSIDIARY BORROWER IN THE JURISDICTION OF ITS ORGANIZATION AND (II) ANY
ADDITIONAL LEGAL OPINIONS REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT, EACH
IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND
ITS COUNSEL, DATED AS OF THE JOINDER DATE.
E.
PAYMENT OF AMOUNTS DUE.
THE SUBSIDIARY BORROWER REQUESTING SUCH
LOAN SHALL HAVE PAID TO THE ADMINISTRATIVE AGENT ALL REASONABLE OUT-OF-POCKET
COSTS, FEES AND EXPENSES (INCLUDING REASONABLE LEGAL FEES AND EXPENSES OF A
SINGLE U.S. COUNSEL AND OF A SINGLE COUNSEL IN THE JURISDICTION OF ORGANIZATION
OF SUCH SUBSIDIARY BORROWER) INCURRED BY THE ADMINISTRATIVE AGENT IN CONNECTION
WITH THE NEGOTIATION, PREPARATION AND EXECUTION OF A JOINDER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED BY THE JOINDER OF SUCH SUBSIDIARY BORROWER AS A CREDIT
PARTY HEREUNDER.
F.
AUTHORIZATIONS AND CONSENTS.
(I)
THE SUBSIDIARY BORROWER REQUESTING SUCH LOAN SHALL HAVE OBTAINED
ALL GOVERNMENTAL AUTHORIZATIONS AND ALL CONSENTS OF OTHER PERSONS, IN EACH CASE
THAT ARE NECESSARY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE LOAN
DOCUMENTS, AND EACH OF THE FOREGOING SHALL BE IN FULL FORCE AND EFFECT AND IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE
LENDERS.
ALL APPLICABLE WAITING PERIODS SHALL HAVE EXPIRED WITHOUT ANY ACTION
BEING TAKEN OR THREATENED BY ANY COMPETENT AUTHORITY WHICH WOULD RESTRAIN,
PREVENT OR OTHERWISE IMPOSE MATERIAL ADVERSE CONDITIONS ON THE TRANSACTIONS
CONTEMPLATED BY THE LOAN DOCUMENTS OR THE FINANCING THEREOF AND NO ACTION,
REQUEST FOR STAY, PETITION FOR REVIEW OR REHEARING, RECONSIDERATION, OR APPEAL
WITH RESPECT TO ANY OF THE FOREGOING SHALL BE PENDING, AND THE TIME FOR ANY
APPLICABLE AGENCY TO TAKE ACTION TO SET ASIDE ITS CONSENT ON ITS OWN MOTION
SHALL HAVE EXPIRED.
(II)
EACH OF THE LENDERS SHALL HAVE RECEIVED, AT LEAST TWO
(2) BUSINESS DAYS IN ADVANCE OF THE EFFECTIVE DATE, ALL DOCUMENTATION AND OTHER
INFORMATION REQUIRED BY GOVERNMENTAL AUTHORITIES UNDER APPLICABLE
"KNOW-YOUR-CUSTOMER" AND ANTI-MONEY LAUNDERING RULES AND REGULATIONS, INCLUDING
AS REQUIRED BY THE UNITING AND STRENGTHENING AMERICA BY PROVIDING APPROPRIATE
TOOLS REQUIRED TO INTERCEPT AND OBSTRUCT TERRORISM (USA PATRIOT ACT) ACT OF
2001.
11.2
Termination of Status as Subsidiary Borrower.
The Borrower may, at any time that any Subsidiary Borrower has no outstanding
Loans (and no requests for Loans) hereunder, terminate such Subsidiary's status
as a Subsidiary Borrower by notice to the Administrative Agent (which shall
promptly advise each Lender).
Upon receipt of such notice by the Administrative
Agent, such Subsidiary shall cease to be a Subsidiary Borrower (and may not
become a Subsidiary Borrower again without satisfaction of the requirements set
forth in Section 11.1).
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IN WITNESS WHEREOF, the parties hereto have