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.
ALL SUCH AMOUNTS WILL BE PAID WITH
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PROCEEDS OF LOANS MADE ON THE CLOSING DATE AND WILL BE REFLECTED IN THE FUNDING
INSTRUCTIONS GIVEN BY THE BORROWER TO THE ADMINISTRATIVE AGENT ON OR BEFORE THE
CLOSING DATE.
(G)
CLOSING CERTIFICATE.
THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED A CERTIFICATE OF EACH LOAN PARTY, DATED THE CLOSING
DATE, SUBSTANTIALLY IN THE FORM OF EXHIBIT C, WITH APPROPRIATE INSERTIONS AND
ATTACHMENTS INCLUDING THE CERTIFICATE OF INCORPORATION OF EACH LOAN PARTY THAT
IS A CORPORATION CERTIFIED BY THE RELEVANT AUTHORITY OF THE JURISDICTION OF
ORGANIZATION OF SUCH LOAN PARTY AND A LONG FORM GOOD STANDING CERTIFICATE FOR
EACH LOAN PARTY FROM ITS JURISDICTION OF ORGANIZATION.
(H)
LEGAL OPINIONS.
THE LEAD ARRANGERS SHALL
HAVE RECEIVED THE FOLLOWING EXECUTED LEGAL OPINIONS:
(I)
THE LEGAL OPINION OF KIRKLAND & ELLIS
LLP, COUNSEL TO THE BORROWER AND ITS SUBSIDIARIES, SUBSTANTIALLY IN THE FORM OF
EXHIBIT F-1; AND
(II)
THE LEGAL OPINION OF LOCAL COUNSEL IN EACH
OF KANSAS, FLORIDA AND MAINE.
Each such legal opinion shall cover such other matters incident to the
transactions contemplated by this Agreement as the Administrative Agent may
reasonably require.
(I)
PLEDGED STOCK; STOCK POWERS; PLEDGED
NOTES.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) THE CERTIFICATES
REPRESENTING THE SHARES OF CAPITAL STOCK PLEDGED PURSUANT TO THE GUARANTEE AND
COLLATERAL AGREEMENT, TOGETHER WITH AN UNDATED STOCK POWER FOR EACH SUCH
CERTIFICATE EXECUTED IN BLANK BY A DULY AUTHORIZED OFFICER OF THE PLEDGOR
THEREOF AND (II) EACH PROMISSORY NOTE (IF ANY) PLEDGED TO THE ADMINISTRATIVE
AGENT PURSUANT TO THE GUARANTEE AND COLLATERAL AGREEMENT ENDORSED (WITHOUT
RECOURSE) IN BLANK (OR ACCOMPANIED BY AN EXECUTED TRANSFER FORM IN BLANK) BY THE
PLEDGOR THEREOF.
(J)
FILINGS, REGISTRATIONS AND RECORDINGS.
EACH DOCUMENT (INCLUDING ANY UNIFORM COMMERCIAL CODE FINANCING
STATEMENT) REQUIRED BY THE SECURITY DOCUMENTS OR UNDER LAW OR REASONABLY
REQUESTED BY THE ADMINISTRATIVE AGENT TO BE FILED, REGISTERED OR RECORDED IN
ORDER TO CREATE IN FAVOR OF THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE
LENDERS, 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 8.3), SHALL BE IN PROPER FORM FOR FILING,
REGISTRATION OR RECORDATION.
(K)
MORTGAGES, ETC.
(I)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A MORTGAGE WITH RESPECT TO EACH MORTGAGED PROPERTY, EXECUTED AND
DELIVERED BY A DULY AUTHORIZED OFFICER OF EACH PARTY THERETO IN RECORDABLE FORM
IN THE APPLICABLE STATE IN WHICH SUCH MORTGAGED PROPERTY IS LOCATED.
(II)
IF REQUESTED BY THE ADMINISTRATIVE AGENT,
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED, AND THE TITLE INSURANCE COMPANY
ISSUING THE POLICY REFERRED TO
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IN CLAUSE (III) BELOW (THE "TITLE INSURANCE COMPANY") SHALL HAVE RECEIVED, MAPS
OR PLATS OF AN AS-BUILT SURVEY OF THE SITES OF THE OWNED MORTGAGED PROPERTIES
(IT BEING UNDERSTOOD THAT NO SURVEYS SHALL BE REQUIRED FOR ANY OF THE