SEARCH IN EACH OF THE JURISDICTIONS WHERE THE GROUP
MEMBERS 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
63
INCORPORATION PREVIOUSLY DELIVERED TO THE EXISTING AGENT IN CONNECTION WITH
ORIGINAL CREDIT AGREEMENT.
(H)
LEGAL OPINIONS.
THE ADMINISTRATIVE AGENT 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.
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 SECURED PARTIES, A PERFECTED LIEN ON THE
COLLATERAL DESCRIBED THEREIN, PRIOR AND SUPERIOR IN RIGHT TO ANY OTHER PERSON
(OTHER THAN