LIENS CREATED
THEREBY;
(I)
ALL INFORMATION REQUESTED BY ANY LENDER IN ORDER TO COMPLY WITH
THE PATRIOT ACT (IN ADEQUATE TIME FOR THE ADMINISTRATIVE AGENT TO PROVIDE THAT
INFORMATION TO SUCH LENDER);
(J)
A MORTGAGE ENCUMBERING EACH MORTGAGED PROPERTY TOGETHER WITH SUCH
CERTIFICATES, AFFIDAVITS, QUESTIONNAIRES OR RETURNS AS SHALL BE REQUIRED IN
CONNECTION WITH THE RECORDING OR FILING THEREOF TO CREATE A LIEN UNDER
APPLICABLE REQUIREMENTS OF LAW, AND SUCH FINANCING STATEMENTS AND ANY OTHER
INSTRUMENTS NECESSARY TO GRANT A MORTGAGE LIEN UNDER THE LAWS OF ANY APPLICABLE
JURISDICTION, ALL OF WHICH SHALL BE IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO ADMINISTRATIVE AGENT;
(K)
A COMPLETED "LIFE-OF-LOAN" FEDERAL EMERGENCY MANAGEMENT AGENCY
STANDARD FLOOD HAZARD DETERMINATION WITH RESPECT TO EACH MORTGAGED PROPERTY
(TOGETHER WITH A NOTICE ABOUT SPECIAL FLOOD HAZARD AREA STATUS AND FLOOD
DISASTER ASSISTANCE DULY EXECUTED BY THE BORROWER AND EACH APPLICABLE SUBSIDIARY
RELATING THERETO); AND
(L)
A FAVORABLE OPINION OF LOCAL COUNSEL TO THE OBLIGORS (A) SHALL BE
ADDRESSED TO THE ADMINISTRATIVE AGENT AND EACH OF THE SECURED PARTIES, (B) SHALL
COVER THE DUE AUTHORIZATION, EXECUTION, DELIVERY AND ENFORCEABILITY OF THE
RESPECTIVE MORTGAGE AND SUCH OTHER MATTERS INCIDENT TO THE TRANSACTIONS
CONTEMPLATED HEREIN AS ADMINISTRATIVE AGENT MAY REASONABLY REQUEST AND (C) SHALL
BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT.
SECTION 5.1.6.
Fees, Expenses, etc.
Each party to each Fee Letter shall have
received for its own account, or for the account of each Lender, as the case may
be, all fees, costs and expenses due and payable pursuant to Section 3.3 and, if
then invoiced, Section 10.3.
SECTION 5.1.7.
Notes Offering.
The terms of the First Lien Notes and the
Second Lien Notes shall be reasonably satisfactory to the Administrative Agent
and the Lenders.
SECTION 5.1.8.
Intercreditor Agreements.
The Administrative Agent shall have
received executed counterparts of the Intercreditor Agreements, which shall be
originals or facsimiles
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(followed promptly by originals) unless otherwise specified, in form and
substance reasonably satisfactory to the Administrative Agent and each of the
Lenders
SECTION 5.1.9.
EXISTING CREDIT AGREEMENT.
THE EXISTING CREDIT AGREEMENT SHALL
HAVE BEEN REPAID AND TERMINATED, AND ALL LIENS GRANTED IN CONNECTION THEREWITH
SHALL HAVE BEEN TERMINATED, AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
SUCH PAY OFF AND RELEASE DOCUMENTS AS REASONABLY REQUESTED IN CONNECTION
THEREWITH.
SECTION 5.1.10.
OTHER INDEBTEDNESS.
AFTER GIVING EFFECT TO THE TRANSACTION,
PARENT AND ITS SUBSIDIARIES SHALL HAVE NO OUTSTANDING INDEBTEDNESS OTHER THAN
(I) UP TO $15,000,000 OF LETTERS OF CREDIT INCURRED PURSUANT TO CLAUSE (G) OF
SECTION 7.2.2 (PLUS LETTERS OF CREDIT THAT HAVE BEEN FULLY COLLATERALIZED BY A
LETTER OF CREDIT REFERRED TO IN SUCH CLAUSE (G)), (II) UP TO $465,500,000 IN
AGGREGATE PRINCIPAL AMOUNT OF NEW NOTES AND EXISTING PARENT NOTES AND (III) THE
INDEBTEDNESS IDENTIFIED IN ITEM 7.2.2(C) OF THE DISCLOSURE SCHEDULE.
SECTION 5.1.11.
BALANCE SHEET CASH.
AFTER GIVING EFFECT TO THE TRANSACTIONS
AND ALL PAYMENTS TO BE MADE IN CONNECTION THEREWITH, BORROWER SHALL HAVE ON ITS
BALANCE SHEET AT LEAST (I) $37,500,000 OF NET CASH PROCEEDS FROM