AGGREGATE
SUBSIDIARY THRESHOLD AND (B) ANY DIRECT OR INDIRECT SUBSIDIARY OF THE BORROWER
ORGANIZED IN A JURISDICTION OUTSIDE THE UNITED STATES WHERE THE GUARANTEE OF THE
OBLIGATIONS BY SUCH SUBSIDIARY WOULD RESULT IN ADVERSE U.S. FEDERAL INCOME TAX
CONSEQUENCES TO THE PARENT OR THE BORROWER.
(IV)
THE PARENT GUARANTY AGREEMENT DULY EXECUTED BY
THE PARENT;
(V)
THE SECURITY AGREEMENT DULY EXECUTED BY EACH
LOAN PARTY, TOGETHER WITH (A) UCC FINANCING STATEMENTS AND OTHER APPLICABLE
DOCUMENTS UNDER THE LAWS OF THE JURISDICTIONS WITH RESPECT TO THE PERFECTION OF
THE LIENS GRANTED UNDER THE SECURITY AGREEMENT, AS REQUESTED BY THE
ADMINISTRATIVE AGENT IN ORDER TO PERFECT SUCH LIENS, DULY EXECUTED BY THE LOAN
PARTIES, (B) COPIES OF FAVORABLE UCC, TAX, JUDGMENT AND FIXTURE LIEN
46
SEARCH REPORTS IN ALL NECESSARY OR APPROPRIATE JURISDICTIONS AND UNDER ALL LEGAL
AND TRADE NAMES OF THE LOAN PARTIES REQUESTED BY THE LENDERS, INDICATING THAT
THERE ARE NO PRIOR LIENS ON ANY OF THE COLLATERAL OTHER THAN PERMITTED
ENCUMBRANCES, (C) A PERFECTION CERTIFICATE DULY COMPLETED AND EXECUTED BY THE
BORROWER, (D) DULY EXECUTED COPYRIGHT SECURITY AGREEMENTS, PATENT SECURITY
AGREEMENTS AND TRADEMARK SECURITY AGREEMENTS, IF APPLICABLE, (E) A CERTIFIED
COPY OF ALL LEASES OF REAL ESTATE LEASED IN OGDEN, UTAH, JACKSONVILLE, FLORIDA,
SUMMERVILLE, SOUTH CAROLINA, AND CHOCTAW, MISSISSIPPI, AND (F) LANDLORD WAIVERS
WITH RESPECT TO THE REAL ESTATE LEASED IN OGDEN, UTAH, JACKSONVILLE, FLORIDA,
AND SUMMERVILLE, SOUTH CAROLINA, IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT;
(VI)
DULY EXECUTED CONTROL ACCOUNT AGREEMENTS WITH
EACH BANK THAT MAINTAINS DEPOSIT ACCOUNTS ON BEHALF, AND EACH SECURITIES
INTERMEDIARY THAT MAINTAINS INVESTMENT ACCOUNTS, ON BEHALF OF ANY LOAN PARTY ON
THE CLOSING DATE;
(VII)
DULY EXECUTED PLEDGE AGREEMENTS, PURSUANT TO
WHICH 100% OF THE CAPITAL STOCK OF THE BORROWER AND ALL OF ITS SUBSIDIARIES (BUT
LIMITED TO 65% OF THE VOTING CAPITAL STOCK AND 100% OF THE NON-VOTING CAPITAL
STOCK FOR ANY NON-U.S. SUBSIDIARY) SHALL BE PLEDGED TO THE ADMINISTRATIVE AGENT,
TOGETHER WITH (A) ORIGINAL STOCK CERTIFICATES EVIDENCING THE ISSUED AND
OUTSTANDING SHARES OF CAPITAL STOCK PLEDGED TO THE ADMINISTRATIVE AGENT PURSUANT
TO THE PLEDGE AGREEMENTS, AND (B) STOCK POWERS OR OTHER APPROPRIATE INSTRUMENTS
OF TRANSFER EXECUTED IN BLANK;
(VIII)
THE DULY EXECUTED MORTGAGES COVERING ALL OWNED
REAL ESTATE (EXCEPT THE GOOSE CREEK FACILITY), AND DULY EXECUTED COUNTERPARTS OF
THE OTHER REAL ESTATE DOCUMENTS TOGETHER WITH: (A) TITLE INSURANCE POLICIES FOR
ALL OWNED REAL ESTATE (WITH NO EXCEPTION FOR SURVEY), SATISFACTORY IN FORM AND
SUBSTANCE TO ADMINISTRATIVE AGENT; AND (B) EVIDENCE THAT COUNTERPARTS OF SUCH
MORTGAGES HAVE BEEN RECORDED IN ALL PLACES TO THE EXTENT NECESSARY OR DESIRABLE,
IN THE JUDGMENT OF ADMINISTRATIVE AGENT, TO CREATE A VALID AND ENFORCEABLE FIRST
PRIORITY LIEN (SUBJECT TO PERMITTED ENCUMBRANCES) ON EACH SUCH MORTGAGED
PROPERTY IN FAVOR OF ADMINISTRATIVE AGENT FOR THE BENEFIT OF ITSELF AND LENDERS
(OR IN FAVOR OF SUCH OTHER TRUSTEE AS MAY BE REQUIRED OR DESIRED UNDER LOCAL
LAW);
(IX)
SATISFACTORY FIELD EXAMINATIONS OF ALL
ACCOUNTS AND INVENTORY AND OTHER PERSONAL PROPERTY REQUESTED BY THE
ADMINISTRATIVE AGENT, IN EACH