the Borrower Acknowledgement and Assumption. The documents described in the foregoing clauses (a) through (h) are collectively referred to herein as the "Credit Documents", and the documents described in the foregoing clauses (c) through (h) are collectively referred to herein as the "Security Documents". Unless otherwise indicated, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreement. This opinion is furnished to you pursuant to Section 7.16(h)(i) of the Credit Agreement. In connection with the opinion, we have examined:
(A) the Credit Agreement, signed by each Credit Party that is a party thereto and by the Administrative Agent and certain of the Lenders;
(B) each other Credit Document, signed by each Credit Party that is a party thereto;
(C) forms of the Notes to be delivered after the date hereof; and
(D) unfiled copies of the financing statements attached as Schedule III hereto (the "Financing Statements"), naming the Credit Parties indicated therein as debtors and the Collateral Agent as secured party; we understand such financing statements will be filed in the filing offices in the State of New York indicated on such Financing Statements (collectively, the "Filing Offices"). We also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, instruments and other documents and have made such other investigations as we have deemed relevant and necessary in connection with the opinions expressed herein. As to questions of fact material to this opinion, we have relied upon certificates of public officials and of officers and representatives of the Credit Parties. In addition, we have examined, and have relied as to matters of fact upon, the representations made in the Credit Documents. In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents.
the Borrower Acknowledgement and Assumption. In connection with the opinion, I have examined:
(A) the Credit Agreement, signed by each Credit Party that is a party thereto and by the Administrative Agent and certain of the Lenders; and
(B) each other Credit Document, signed by each Credit Party that is a party thereto. I also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, instruments and other documents and have made such other investigations as I have deemed relevant and necessary in connection with the opinions expressed herein. As to questions of fact material to this opinion, I have relied upon certificates of public officials and of officers and representatives of the Credit Parties. In addition, I have examined, and have relied as to matters of fact upon, the representations made in the Credit Documents. In rendering the opinions set forth below, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth herein, I am of the opinion that:
1. Each Credit Party (a) has been duly formed or incorporated and is validly existing and in good standing as a limited liability or corporation under the laws of the jurisdiction of its organization, (b) is duly qualified and is authorized to do business and is in good standing in all jurisdictions where the failure to be so qualified could reasonably be expected to have a material adverse effect on the business, property, assets, liabilities, condition (financial or otherwise), operations or results of operations of the Credit Parties taken as a whole, (c) has the corporate or limited liability company power and authority to execute and deliver each of the Credit Documents to which it is a party and to perform its obligations thereunder and to grant the security interests to be granted by it pursuant to the Security Documents and (d) has duly authorized, executed and delivered each Credit Document to which it is a party.
2. The execution and delivery by each Credit Party of the Credit Documents to which it is a party, performance of its payment obligations thereunder and granting of the security interests to be granted by it pursua...
the Borrower Acknowledgement and Assumption. The documents described in the foregoing clauses (a) through (c) are collectively referred to herein as the "Credit Documents". Unless otherwise indicated, capitalized terms used but not defined herein shall have the respective meanings set forth in the Senior Subordinated Loan Agreement. This opinion is furnished to you pursuant to Section 6.12(b)(ii) of the Senior Subordinated Loan Agreement. In connection with the opinion, I have examined the Senior Subordinated Loan Agreement, signed by the Borrower and by the Administrative Agent and certain of the Lenders. I also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, instruments and other documents and have made such other investigations as I have deemed relevant and necessary in connection with the opinions expressed herein. As to questions of fact material to this opinion, I have relied upon certificates of public officials and of officers and representatives of the Borrower. In addition, I have examined, and have relied as to matters of fact upon, the representations made in the Credit Documents. In rendering the opinions set forth below, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth herein, I am of the opinion that:
