CERTIFICATES EVIDENCING ANY
STOCK BEING PLEDGED THEREUNDER, TOGETHER WITH UNDATED STOCK POWERS EXECUTED IN
BLANK, EACH DULY EXECUTED BY THE APPLICABLE LOAN PARTIES;
(X)
THE INTERCREDITOR AGREEMENT, DULY EXECUTED BY EACH OF THE PARTIES
THERETO;
(XI)
ALL OTHER LOAN DOCUMENTS, EACH DULY EXECUTED BY THE APPLICABLE
LOAN PARTIES AND THE OTHER PARTIES THERETO;
(XII)
CERTIFIED COPIES OF THE NOTE DOCUMENTS, DULY EXECUTED BY THE
PARTIES THERETO, TOGETHER WITH SUCH OTHER AGREEMENTS, INSTRUMENTS AND DOCUMENTS
DELIVERED IN CONNECTION THEREWITH AS THE ADMINISTRATIVE AGENT SHALL REASONABLY
REQUEST;
(XIII)
RESULTS OF SEARCHES OR OTHER EVIDENCE REASONABLY SATISFACTORY TO
THE COLLATERAL AGENT (IN EACH CASE DATED AS OF A DATE REASONABLY SATISFACTORY TO
THE COLLATERAL AGENT) INDICATING THE ABSENCE OF LIENS ON THE ASSETS OF THE LOAN
PARTIES, EXCEPT FOR PERMITTED ENCUMBRANCES AND LIENS FOR WHICH TERMINATION
STATEMENTS AND RELEASES, SATISFACTIONS AND DISCHARGES OF ANY MORTGAGES, OR
SUBORDINATION AGREEMENTS REASONABLY SATISFACTORY TO THE COLLATERAL AGENT ARE
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BEING TENDERED CONCURRENTLY WITH SUCH EXTENSION OF CREDIT OR OTHER ARRANGEMENTS
REASONABLY SATISFACTORY TO THE COLLATERAL AGENT FOR THE DELIVERY OF SUCH
TERMINATION STATEMENTS AND RELEASES HAVE BEEN MADE;
(XIV)
(A)
ALL DOCUMENTS AND INSTRUMENTS, INCLUDING UNIFORM
COMMERCIAL CODE FINANCING STATEMENTS, REQUIRED BY LAW OR REASONABLY REQUESTED BY
THE COLLATERAL AGENT TO BE FILED, REGISTERED OR RECORDED TO CREATE OR PERFECT
THE FIRST PRIORITY LIENS INTENDED TO BE CREATED UNDER THE LOAN DOCUMENTS AND ALL
SUCH DOCUMENTS AND INSTRUMENTS SHALL HAVE BEEN SO FILED, REGISTERED OR RECORDED
TO THE SATISFACTION OF THE COLLATERAL AGENT AND (B) THE CREDIT CARD
NOTIFICATIONS AND BLOCKED ACCOUNT AGREEMENTS REQUIRED PURSUANT TO SECTION 6.13
HEREOF;
(XV)
A PHASE I ENVIRONMENTAL SITE ASSESSMENT REPORT IN ACCORDANCE WITH
ASTM STANDARD E1527-05, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
COLLATERAL AGENT, FROM AN ENVIRONMENTAL CONSULTING FIRM REASONABLY ACCEPTABLE TO
THE COLLATERAL AGENT, WHICH REPORT SHALL IDENTIFY RECOGNIZED ENVIRONMENTAL
CONDITIONS WITH RESPECT TO THE ALABAMA PROPERTY AND SHALL, TO THE EXTENT
POSSIBLE, QUANTIFY ANY RELATED COSTS AND LIABILITIES ASSOCIATED WITH SUCH
CONDITIONS, AND THE COLLATERAL AGENT SHALL BE SATISFIED WITH THE NATURE AND
AMOUNT OF ANY SUCH MATTERS;
(XVI)
AN APPRAISAL (BASED UPON FMV) OF THE ALABAMA PROPERTY COMPLYING
WITH THE REQUIREMENTS OF FIRREA BY A THIRD PARTY APPRAISER REASONABLY ACCEPTABLE
TO THE COLLATERAL AGENT AND OTHERWISE IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE COLLATERAL AGENT; AND
(XVII)
SUCH OTHER ASSURANCES, CERTIFICATES, DOCUMENTS, CONSENTS OR
OPINIONS AS THE AGENTS REASONABLY MAY REQUIRE.
(B)
AFTER GIVING EFFECT TO (I) THE FIRST FUNDING UNDER THE LOANS AND
THE FUNDING UNDER THE NOTE PURCHASE FACILITY, (II) ANY CHARGES TO THE LOAN
ACCOUNT MADE IN CONNECTION WITH THE ESTABLISHMENT OF THE CREDIT FACILITY
CONTEMPLATED HEREBY AND (III) ALL LETTERS OF CREDIT TO BE ISSUED AT, OR
IMMEDIATELY SUBSEQUENT TO, SUCH ESTABLISHMENT, EXCESS AVAILABILITY SHALL BE NOT
LESS THAN $80,000,000.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A BORROWING BASE
CERTIFICATE DATED THE CLOSING DATE, RELATING TO THE WEEK ENDED ON JULY 26, 2008,
AND EXECUTED BY A RESPONSIBLE OFFICER OF THE LEAD BORROWER.
(D)
THE ADMINISTRATIVE AGENT