EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT;
(X)
AN OPINION OF KILPATRICK STOCKTON LLP COUNSEL TO THE LOAN PARTIES
ADDRESSED TO THE ADMINISTRATIVE AGENT AND EACH LENDER, AS TO THE MATTERS SET
FORTH IN EXHIBIT I AND SUCH OTHER MATTERS CONCERNING THE LOAN PARTIES AND THE
LOAN DOCUMENTS AS THE MAJORITY LENDERS MAY REASONABLY REQUEST;
46
(XI)
OPINION(S) OF LOCAL COUNSEL TO THE LOAN PARTIES (AS APPLICABLE)
WITH RESPECT TO THE ENFORCEABILITY OF THE FEE PROPERTY SECURITY DOCUMENTS IN
THEIR LOCAL JURISDICTIONS AND SUCH OTHER MATTERS AS THE ADMINISTRATIVE AGENT MAY
REASONABLY REQUIRE;
(XII)
A CERTIFICATE OF A RESPONSIBLE OFFICER OF EACH LOAN PARTY EITHER
(A) ATTACHING COPIES OF ALL CONSENTS, LICENSES AND APPROVALS REQUIRED IN
CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY SUCH LOAN PARTY AND
THE VALIDITY AGAINST SUCH LOAN PARTY OF THE LOAN DOCUMENTS TO WHICH IT IS A
PARTY, AND SUCH CONSENTS, LICENSES AND APPROVALS SHALL BE IN FULL FORCE AND
EFFECT, OR (B) STATING THAT NO SUCH CONSENTS, LICENSES OR APPROVALS ARE SO
REQUIRED;
(XIII)
A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF EACH BORROWER
CERTIFYING THAT THE CONDITIONS SPECIFIED IN PARAGRAPHS (D), (E), (F), (G), (I),
(K), (L), (M) AND (N) AND CLAUSE (A) OF PARAGRAPH (H) OF THIS SECTION 4.1 HAVE
BEEN SATISFIED;
(XIV)
CERTIFICATES ATTESTING TO THE SOLVENCY OF EACH LOAN PARTY BEFORE
AND AFTER GIVING EFFECT TO THE ACQUISITION, FROM ITS CHIEF FINANCIAL OFFICER;
(XV)
EVIDENCE THAT ALL INSURANCE REQUIRED TO BE MAINTAINED PURSUANT TO
THE LOAN DOCUMENTS HAS BEEN OBTAINED AND IS IN EFFECT, TOGETHER WITH THE
CERTIFICATES OF INSURANCE, NAMING THE ADMINISTRATIVE AGENT, ON BEHALF OF THE
LENDERS, AS AN ADDITIONAL INSURED OR LOSS PAYEE, AS THE CASE MAY BE, UNDER ALL
INSURANCE POLICIES MAINTAINED WITH RESPECT TO THE ASSETS AND PROPERTIES OF THE
LOAN PARTIES THAT CONSTITUTE COLLATERAL;
(XVI)
EVIDENCE THAT THE EXISTING CREDIT AGREEMENT AND ALL OUTSTANDING
INDEBTEDNESS FOR MONEY BORROWED OF THE BORROWERS, OTHER THAN THE INDEBTEDNESS
SET FORTH ON SCHEDULE 8.1(E) ATTACHED HERETO, HAS BEEN, OR CONCURRENTLY WITH THE
TRANSACTIONS CONTEMPLATED HEREBY IS BEING, PAID AND ALL ENCUMBRANCES SECURING
SUCH INDEBTEDNESS HAVE BEEN, OR CONCURRENTLY WITH THE TRANSACTIONS CONTEMPLATED
HEREBY ARE BEING, RELEASED OR ASSIGNED TO THE ADMINISTRATIVE AGENT, WHICH
REQUIREMENT MAY BE SATISFIED BY DELIVERY OF PAYOFF LETTERS IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(XVII)
A CERTIFICATE OF A RESPONSIBLE OFFICER OF THE PARENT CERTIFYING
THAT THE PARENT HAS PREVIOUSLY DELIVERED TO THE ADMINISTRATIVE AGENT TRUE AND
CORRECT COPIES OF THE ASSET PURCHASE AGREEMENT AND ALL SCHEDULES, DOCUMENTS AND
AGREEMENTS ANCILLARY THERETO AS IN EFFECT ON THE CLOSING DATE;
(XVIII)
WITH RESPECT TO ANY FEE PROPERTY, SUCH OTHER, PAPERS, INSTRUCTIONS,
DOCUMENTS, INSTRUMENTS OR CERTIFICATES AS THE TITLE COMPANY MAY REASONABLY
REQUIRE FOR THE ISSUANCE OF TITLE POLICIES;
(XIX)
SUCH OTHER ASSURANCES, CERTIFICATES, DOCUMENTS, CONSENTS OR
OPINIONS AS THE ADMINISTRATIVE AGENT, THE LC ISSUER OR ANY LENDER REASONABLY MAY
REQUIRE;
(XX)
A CERTIFICATE REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT, FOR
BENEFIT OF ITSELF AND THE LENDERS, PROVIDED BY THE BORROWERS