ARE
ORGANIZED AND WHERE ASSETS OF THE LOAN PARTIES ARE LOCATED, AND SUCH SEARCH
SHALL REVEAL NO LIENS ON ANY OF THE ASSETS OF THE LOAN PARTIES EXCEPT FOR LIENS
PERMITTED BY SECTION 8.3 OR DISCHARGED ON OR PRIOR TO THE RESTATEMENT DATE
PURSUANT TO DOCUMENTATION REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(F)
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 RESTATEMENT
DATE.
ALL SUCH AMOUNTS WILL BE PAID WITH PROCEEDS OF LOANS MADE ON THE
RESTATEMENT DATE AND WILL BE REFLECTED IN THE FUNDING INSTRUCTIONS GIVEN BY THE
BORROWER TO THE ADMINISTRATIVE AGENT ON OR BEFORE THE RESTATEMENT DATE.
(G)
RESTATEMENT DATE CERTIFICATE.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A CERTIFICATE OF EACH LOAN PARTY, DATED THE RESTATEMENT DATE,
SUBSTANTIALLY IN THE FORM OF EXHIBIT B, 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; PROVIDED THAT IN LIEU OF
DELIVERING CERTIFICATES OF INCORPORATION FOR EACH LOAN PARTY, BORROWER MAY
DELIVER A CERTIFICATE OF A DULY AUTHORIZED OFFICER CERTIFYING THAT THERE HAVE
BEEN NO MATERIAL AMENDMENTS TO THOSE CERTIFICATES OF INCORPORATION PREVIOUSLY
DELIVERED TO BSCL, AS THE ADMINISTRATIVE AGENT, IN CONNECTION WITH ORIGINAL
CREDIT AGREEMENT.
(H)
LEGAL OPINIONS.
THE LEAD ARRANGER 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 E; AND
(II)
THE LEGAL OPINION OF LOCAL COUNSEL IN EACH OF KANSAS, FLORIDA AND
MAINE.
57
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),