HAVE BEEN OR CONCURRENTLY WITH
THE CLOSING DATE ARE BEING RELEASED;
(IX)
A CERTIFICATE FROM THE CHIEF FINANCIAL OFFICER OF THE
LEAD BORROWER, SATISFACTORY IN FORM AND SUBSTANCE TO THE ADMINISTRATIVE AGENT,
ATTESTING TO THE SOLVENCY OF THE LOAN PARTIES AS OF THE CLOSING DATE AFTER
GIVING EFFECT TO THE TRANSACTIONS CONTEMPLATED HEREBY;
(X)
THE SECURITY DOCUMENTS, EACH DULY EXECUTED BY THE
APPLICABLE LOAN PARTIES;
(XI)
ALL OTHER LOAN DOCUMENTS, EACH DULY EXECUTED BY THE
APPLICABLE LOAN PARTIES;
(XII)
(A) AN APPRAISAL (BASED ON NET LIQUIDATION VALUE) BY A
THIRD PARTY APPRAISER ACCEPTABLE TO THE COLLATERAL AGENT OF ALL INVENTORY OF THE
BORROWERS, THE RESULTS OF WHICH ARE SATISFACTORY TO THE COLLATERAL AGENT, IT
BEING ACKNOWLEDGED THAT THIS CONDITION HAS BEEN SATISFIED, (B) A WRITTEN REPORT
PREPARED FOR THE COLLATERAL AGENT REGARDING THE RESULTS OF A COMMERCIAL FINANCE
EXAMINATION OF THE LOAN PARTIES, WHICH SHALL BE SATISFACTORY TO THE COLLATERAL
AGENT AND (C) OTHER DUE DILIGENCE MATERIALS (INCLUDING, WITHOUT LIMITATION, WITH
RESPECT TO THE LOAN PARTIES' AND CERTAIN OF THEIR AFFILIATES' ORGANIZATIONAL
STRUCTURE) REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT;
(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, AND RELEASES OR SUBORDINATION AGREEMENTS SATISFACTORY TO THE
COLLATERAL AGENT ARE BEING TENDERED CONCURRENTLY WITH SUCH EXTENSION OF CREDIT
OR OTHER ARRANGEMENTS SATISFACTORY TO THE COLLATERAL AGENT FOR THE DELIVERY OF
SUCH TERMINATION STATEMENTS AND RELEASES, SATISFACTIONS AND DISCHARGES HAVE BEEN
MADE;
(XIV)
DULY EXECUTED CUSTOMS BROKER AGREEMENTS WITH EACH OF THE LOAN
PARTIES' CUSTOMS BROKERS, FREIGHT FORWARDERS OR CARRIERS;
(XV)
(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, (B) THE DDA NOTIFICATIONS, CREDIT
CARD NOTIFICATIONS, AND BLOCKED ACCOUNT AGREEMENTS REQUIRED PURSUANT TO
SECTION 6.13 HEREOF, AND (C) CONTROL AGREEMENTS WITH RESPECT TO THE LOAN
PARTIES' SECURITIES AND INVESTMENT ACCOUNTS;
(XVI)
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, (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,
AVAILABILITY SHALL BE NOT LESS THAN $150,000,000.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A
BORROWING BASE CERTIFICATE DATED THE CLOSING DATE, RELATING TO THE MONTH ENDED
ON NOVEMBER 2008, AND EXECUTED BY A RESPONSIBLE OFFICER OF THE LEAD BORROWER.
(D)
THE ADMINISTRATIVE AGENT SHALL