Common use of First Borrowing Clause in Contracts

First Borrowing. The obligations of the Lenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedent: (a) The Lenders shall have received the favorable written opinion of counsel for the Borrowers and each of the Guarantors and Grantors, substantially in the form of Exhibit C hereto, dated the Closing Date, addressed to the Lenders and satisfactory to the Agent. (b) The Lenders shall have received (i) a copy of the certificate or articles of incorporation or constitutive documents, in each case as amended to date, of each of the Borrowers, the Grantors and the Guarantors, certified as of a recent date by the Secretary of State (or in the case of the Parent, a Responsible Officer), Provincial Registrar or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official, in each case dated as of a recent date; (ii) a certificate of the Secretary of each Borrower, Grantor and Guarantor, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's By-laws as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions described in item (B) below, (B) that attached thereto is a true and complete copy of resolutions adopted by such person's Board of Directors authorizing the execution, delivery and performance of this Agreement, the Security Documents, the Notes, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolutions have not been modified, rescinded or amended and is in full force and effect, (C) that such person's certificate or articles of incorporation or constitutive documents have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above (or in the case of a person organized under the Federal or state laws of Canada, since the date of the certified articles of incorporation furnished pursuant to (i) above), and (D) as to the incumbency and specimen signature of each of such person's officers executing this Agreement, the Notes, each Security Document or any other Loan Document delivered in connection herewith or therewith, as applicable; (iii) a certificate of another of such person's officers as to incumbency and signature of its Secretary; and (iv) such other documents as the Agent or any Lender may reasonably request. (c) The Agent shall have received a certificate, dated the Closing Date and signed by the Financial Officer of each Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Section 5.02. (d) Each Lender shall have received its Revolving Credit Note and Term Note duly executed by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereof. (e) The Agent shall have received the Security Documents including, without limitation, the Mortgages together with title insurance (or, as appropriate, title opinions) in form, scope and amount satisfactory in all respects to the Agent and certificates evidencing the Pledged Stock, together with undated stock powers executed in blank, each duly executed by the applicable Grantors. (f) The Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Lenders of a UCC Reporter Service (or similar service in Canada), listing all effective financing statements which name as debtor any Borrower, any Guarantor or any Grantor and which are filed in the appropriate offices in the states or other applicable jurisdictions in which are located the chief executive office and other operating offices of such person, together with copies of such financing statements or of the security agreements to which such filings relate. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Agent shall have received termination statements in form and substance satisfactory to it. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement or statement under the Personal Property Security Law) required by law or reasonably requested by the Agent to be filed, registered or recorded in order to create in favor of the Agent for its own benefit and for the benefit of the Lenders a first priority perfected Lien in the Collateral (subject to the Liens permitted by Section 7.01) shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation. (h) The Agent shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code or Personal Property Security Law or comparable filings made with respect to each of the Borrowers and each Grantor in the jurisdictions in which the Borrowers are doing business and/or in which any Collateral is located, and in which Uniform Commercial Code or Personal Property Security Law filings have been made against each Borrower, each Guarantor and each Grantor pursuant to paragraph (g) above. (i) The Lenders and the Agent shall have received and determined to be in form and substance satisfactory to them: (i) the most recent (dated within seven (7) days of the Closing Date) schedule and aging of accounts receivable and inventory designations of the Borrowers; (ii) evidence that the Borrowers have combined availability (that is, the sum of (x) Availability and (y) availability under the Canadian Credit Agreement) after giving effect to both the Revolving Credit Loans made on the Closing Date and extensions of credit under the Canadian Credit Agreement on the Closing Date of not less than $16,000,000; (iii) evidence that there has been entered a final non-appealable order of confirmation consistent with the Plan of Reorganization and that unless waived by the Agent all conditions precedent to the effectiveness of the Plan of Reorganization have been satisfied; (iv) a copy of a field examination of the Borrowers' books and records; (v) evidence of the compliance by the Borrowers with Sec tion 6.03 hereof; (vi) the financial statements described in Section 4.07 hereof, together with a draft of the audited financial statements for the Fiscal Year ended December 31, 1996; (vii) evidence that the Transactions are in material compliance with all material applicable laws and regulations; (viii) the Guarantees (Canadian) and the Guarantee of the Obligations by Trademark U.S.; (ix) evidence of payment of all fees owed to the Agent and the Lenders by the Borrowers under this Agreement, the Commitment Letter or otherwise; (x) evidence that all requisite third party consents (including, without limitation, consents with respect to each of the Borrowers and each of the Grantors and Guarantors) to the Transactions have been received; (xi) copies of all major customer, supplier contracts and employment agreements with respect to each Borrower; (xii) except as set forth in Schedule 4.05 annexed hereto, evidence that there has been no material adverse change in the business, assets, operations or financial condition of the Parent and subsidiaries since December 31, 1995; (xiii) evidence of the repayment in full of exiting credit arrangements and the termination of all commitments to lend thereunder, and the termination of all security interests securing such indebtedness as required under paragraph (f) above, all as set forth in the Plan of Reorganization; and (xiv) evidence that except as disclosed in the schedule delivered pursuant to (k)(i) below there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or to the knowledge of the Loan Parties threatened against or affecting any of the Loan Parties or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions. (j) The Agent and the Lenders shall have had the opportunity, if they so choose, to examine the books of account and other records and files of the Borrowers, subsidiaries, the Grantors and the Guarantors and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Eligible Receivables, payment of payroll taxes and accounts payable and formulation of an opening Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and Lenders in all material respects. (k) The Agent shall have received and had the opportunity to review and determine to be in form and substance satisfactory to it: (i) a schedule of disputed claims relating to the Plan of Reorganization and an analysis of the expected disposition thereof; (ii) copies of all real property lease agreements entered into by any of the Borrowers and Guarantors, together with appropriate landlord and/or mortgagee waivers or rent escrow arrangements with the Agent (covering at least six months rent); and (iii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers, their subsidiaries, Grantors or Guarantors which is to remain outstanding pursuant to the Plan of Reorganization, including the Senior Secured Notes.

First Borrowing. The obligations of the Lenders in respect to make the initial Loans and of the first Issuing Banks to issue the initial Letters of Credit Event hereunder is shall be subject to the satisfaction of the following additional conditions precedentconditions: (a) The Lenders Administrative Agent shall have received the favorable written opinion of counsel for the Borrowers and each of the Guarantors and Grantors, substantially in the form of Exhibit C hereto, a certificate dated the Closing DateEffective Date and signed by a Financial Officer of Millennium America, addressed to confirming compliance with the Lenders conditions precedent set forth in paragraphs (b), (c) and satisfactory to the Agent(d) of Section 4.01. (b) The Administrative Agent shall have received for the benefit of each Lender a signed copy of the favorable written opinion of (i) C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President--Legal of Millennium America and counsel for Millennium, (ii) Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for Millennium America and Millennium and (iii) local counsel in each jurisdiction in which any material Foreign Subsidiary whose Equity Interests are to be pledged under the Pledge Agreements is located, each dated the Effective Date and addressed to the Lenders and substantially in the forms set forth in Exhibits C-1, C-2 and C-3 respectively, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or constitutive documentsincorporation, in each case as amended to datethrough the Effective Date, of each of the BorrowersMillennium America, the Grantors Millennium, MICL and the Guarantorsother Loan Parties, certified as of a recent date by the relevant Secretary of State (or in the case of the Parent, a Responsible Officer), Provincial Registrar or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official, in each case dated as of a recent date; (ii) a certificate of the Secretary or an Assistant Secretary of each Borrower, Grantor and Guarantor, such corporation dated the Closing Effective Date and certifying (AA)(1) that attached thereto is a true and complete copy of such person's Bythe by-laws of such corporation, as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions described in item (B) below, (B2) that attached thereto is a true and complete copy of resolutions adopted by such person's Board of Directors authorizing the execution, delivery and performance of this Agreement, the Security Documents, the Notes, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolutions have not been modified, rescinded or amended and is in full force and effect, (C) that such person's certificate or articles of incorporation or constitutive documents of such corporation have not been amended since the date of the last amendment certification thereto shown on the certificate of good standing furnished pursuant to clause (i) above (or in the case of a person organized under the Federal or state laws of Canada, since the date of the certified articles of incorporation furnished pursuant to (i) above), and (D3) as to the incumbency and specimen signature of each officer of such person's officers corporation executing this Agreement, the Notes, each Security Document other Loan Documents or any other Loan Document instrument or document delivered in connection herewith or therewith, as applicable; (iii) and a certificate of certification by another officer of such person's officers Loan Party as to the incumbency and signature of its Secretarythe officer signing the certificate referred to in this clause (ii), and (B) that attached thereto is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of such corporation authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the Transactions and that said resolutions have not been amended or revoked and are in full force and effect on the date of such certificate; and (iviii) such other documents as the Administrative Agent or any Lender Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent, may reasonably request. (cd) The Administrative Agent shall have received a certificatecounterparts of this Agreement which, dated when taken together, bear the Closing Date and signed by signatures of all the Financial Officer of each Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Section 5.02. (d) Each Lender shall have received its Revolving Credit Note and Term Note duly executed by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereofparties hereto. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Security Documents Effective Date as provided in the fee letter agreement dated May 11, 2001, between Millennium America and the Administrative Agent, including, without limitation, the Mortgages together with title insurance (or, as appropriate, title opinions) in form, scope and amount satisfactory in all respects to the Agent and certificates evidencing the Pledged Stockextent invoiced, together with undated stock powers executed in blank, each duly executed reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the applicable GrantorsBorrower hereunder or any other Loan Document. (f) The Administrative Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Lenders of Senior Unsecured Note Indenture, certified by a UCC Reporter Service (or similar service in Canada), listing all effective financing statements which name Financial Officer as debtor any Borrower, any Guarantor or any Grantor complete and which are filed in the appropriate offices in the states or other applicable jurisdictions in which are located the chief executive office and other operating offices of such person, together with copies of such financing statements or of the security agreements to which such filings relate. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Agent shall have received termination statements in form and substance satisfactory to itcorrect. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement or statement under the Personal Property Security Law) required by law or reasonably requested by the Agent to be filed, registered or recorded in order to create in favor The issuance and sale of the Agent for its own benefit and for the benefit of the Lenders a first priority perfected Lien in the Collateral (subject to the Liens permitted by Section 7.01) Senior Unsecured Notes shall have been properly filedbeen, registered or recorded in each jurisdiction in which shall simultaneously with the filinginitial borrowing under this Agreement be, registration or recordation thereof is so required or requested. The Agent completed and Millennium America shall have received an acknowledgment copy, or other evidence satisfactory to it, gross cash proceeds of each such filing, registration or recordationnot less than $200,000,000 therefrom. (h) The Collateral Requirement shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Effective Date and signed by a Financial Officer of Millennium America, together with all attachments contemplated thereby, including the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code UCC (or Personal Property Security Law or comparable equivalent) filings made with respect to each of the Borrowers and each Grantor Loan Parties in the jurisdictions in which contemplated by the Borrowers Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are doing business and/or in which any Collateral is located, and in which Uniform Commercial Code permitted by Section 6.01 or Personal Property Security Law filings have been made against each Borrower, each Guarantor and each Grantor pursuant to paragraph (g) abovereleased. (i) The All legal matters incidental to this Agreement and the borrowings hereunder shall be satisfactory to the Lenders and the Agent shall have received and determined to be in form and substance satisfactory to them: (i) the most recent (dated within seven (7) days of the Closing Date) schedule and aging of accounts receivable and inventory designations of the Borrowers; (ii) evidence that the Borrowers have combined availability (that isCravath, the sum of (x) Availability and (y) availability under the Canadian Credit Agreement) after giving effect to both the Revolving Credit Loans made on the Closing Date and extensions of credit under the Canadian Credit Agreement on the Closing Date of not less than $16,000,000; (iii) evidence that there has been entered a final non-appealable order of confirmation consistent with the Plan of Reorganization and that unless waived by the Agent all conditions precedent to the effectiveness of the Plan of Reorganization have been satisfied; (iv) a copy of a field examination of the Borrowers' books and records; (v) evidence of the compliance by the Borrowers with Sec tion 6.03 hereof; (vi) the financial statements described in Section 4.07 hereofSwaine & ▇▇▇▇▇, together with a draft of the audited financial statements counsel for the Fiscal Year ended December 31, 1996; (vii) evidence that the Transactions are in material compliance with all material applicable laws and regulations; (viii) the Guarantees (Canadian) and the Guarantee of the Obligations by Trademark U.S.; (ix) evidence of payment of all fees owed to the Agent and the Lenders by the Borrowers under this Agreement, the Commitment Letter or otherwise; (x) evidence that all requisite third party consents (including, without limitation, consents with respect to each of the Borrowers and each of the Grantors and Guarantors) to the Transactions have been received; (xi) copies of all major customer, supplier contracts and employment agreements with respect to each Borrower; (xii) except as set forth in Schedule 4.05 annexed hereto, evidence that there has been no material adverse change in the business, assets, operations or financial condition of the Parent and subsidiaries since December 31, 1995; (xiii) evidence of the repayment in full of exiting credit arrangements and the termination of all commitments to lend thereunder, and the termination of all security interests securing such indebtedness as required under paragraph (f) above, all as set forth in the Plan of Reorganization; and (xiv) evidence that except as disclosed in the schedule delivered pursuant to (k)(i) below there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or to the knowledge of the Loan Parties threatened against or affecting any of the Loan Parties or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the TransactionsAdministrative Agent. (j) The Agent and the Lenders shall have had the opportunity, if they so choose, to examine the books of account and other records and files commitments of the Borrowers, subsidiaries, lenders under the Grantors and the Guarantors and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Eligible Receivables, payment of payroll taxes and accounts payable and formulation of an opening Borrowing Base, and the results of such examination and audit Existing Credit Agreement shall have been satisfactory to terminated and the Agent principal of and Lenders in interest on all material respects. (k) The Agent loans and all other obligations accrued or owing thereunder shall have received and had the opportunity to review and determine to be in form and substance satisfactory to it: (i) a schedule of disputed claims relating to the Plan of Reorganization and an analysis of the expected disposition thereof; (ii) copies of all real property lease agreements entered into by any of the Borrowers and Guarantorsbeen, together with appropriate landlord and/or mortgagee waivers or rent escrow arrangements shall simultaneously with the Agent (covering at least six months rent); and (iii) copies of all loan agreementsinitial Credit Event hereunder be, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers, their subsidiaries, Grantors or Guarantors which is to remain outstanding pursuant to the Plan of Reorganization, including the Senior Secured Notespaid in full.

First Borrowing. The obligations of On the Lenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedentClosing Date: (a) The Administrative Agent and the Lenders shall have received received, on behalf of itself and the Lenders, a favorable written opinion of (i) A▇▇▇▇▇ & P▇▇▇▇▇ K▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Borrowers Borrower, in such form and each of the Guarantors and Grantors, substantially in the form of Exhibit C hereto, dated the Closing Date, addressed to the Lenders and substance reasonably satisfactory to the AgentRequired Lenders. (b) The Administrative Agent and the Lenders shall have received (i) a copy of the certificate or articles of incorporation or constitutive documentsformation (or equivalent thereof), in each case as amended to dateincluding all amendments thereto, of each of the BorrowersLoan Party (as applicable, the Grantors and the Guarantors“Loan Party Governance Documents”), certified as of a recent date by the Secretary of State (or in the case of the Parent, a Responsible Officer), Provincial Registrar or other appropriate official equivalent thereof) of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or other official, in each case dated as of a recent dateequivalent thereof); (ii) a certificate of the Secretary or Assistant Secretary of each Borrower, Grantor and Guarantor, Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's Bythe by-laws or limited liability company agreement, as applicable, of such Loan Party as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in item clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or members, or other applicable governing body, of such person's Board of Directors Loan Party authorizing the execution, delivery and performance of this Agreementthe Loan Documents to which such Person is a party and, in the case of the Borrower, the Security Documents, the Notes, the other Loan Documents and the Credit Events borrowings hereunder, as applicable, and that such resolutions have not been modified, rescinded or amended and is are in full force and effect, (C) that the Loan Party Governance Documents of such person's certificate or articles of incorporation or constitutive documents Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above (or in the case of a person organized under the Federal or state laws of Canada, since the date of the certified articles of incorporation furnished pursuant to sub-clause (i) above), and (D) as to the incumbency and specimen signature of each of such person's officers officer executing this Agreement, the Notes, each Security any Loan Document or any other Loan Document document delivered in connection herewith or therewith, as applicableon behalf of such Loan Party; (iii) a certificate of another of such person's officers officer as to the incumbency and specimen signature of its Secretarythe Secretary or Assistant Secretary executing the certificate pursuant to sub-clause (ii) above; and (iv) such other documents as the Lenders or the Administrative Agent or any Lender may reasonably request. (c) The Administrative Agent and the Lenders shall have received a certificate, dated the Closing Date and signed by the a Financial Officer of each the Borrower, confirming compliance with the conditions precedent set forth in paragraphs clauses (b) and (c) of Section 5.01 hereof and the conditions set forth in this Section 5.024.01. (di) Each Lender The Administrative Agent shall have received its Revolving Credit Note an executed Agent Fee Letter and Term Note duly executed (ii) the Administrative Agent and the Lenders shall have received all Fees and other amounts due and payable pursuant to any Loan Document on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out‑of‑pocket expenses required to be reimbursed or paid by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereofBorrower under any Loan Document. (e) The Agent Security Documents shall have received the Security Documents including, without limitation, the Mortgages together with title insurance (or, as appropriate, title opinions) in form, scope and amount satisfactory in all respects to the Agent and certificates evidencing the Pledged Stock, together with undated stock powers executed in blank, each been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the applicable GrantorsClosing Date. The Administrative Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (f) The Administrative Agent and the Lenders shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory a Perfection Certificate with respect to the Lenders Loan Parties dated the Closing Date and duly executed by a Responsible Officer of a UCC Reporter Service (or similar service in Canada), listing all effective financing statements which name as debtor any the Borrower, any Guarantor or any Grantor and which are filed in the appropriate offices in the states or other applicable jurisdictions in which are located the chief executive office and other operating offices of such person, together with copies of such financing statements or of the security agreements to which such filings relate. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Agent shall have received termination statements in form and substance satisfactory to it. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement or statement under the Personal Property Security Law) required by law or reasonably requested by the Agent to be filed, registered or recorded in order to create in favor of the Agent for its own benefit and for the benefit of the Lenders a first priority perfected Lien in the Collateral (subject to the Liens permitted by Section 7.01) shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation. (h) The Agent shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code filings (or Personal Property Security Law or comparable filings equivalent filings) made with respect to each the Loan Parties in the states (or other jurisdictions) of formation of such Persons, as indicated on such Perfection Certificate, together with copies of the Borrowers and each Grantor in the jurisdictions in which the Borrowers are doing business and/or in which any Collateral is locatedfinancing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Required Lenders that the Liens indicated in which Uniform Commercial Code any such financing statement (or Personal Property Security Law filings similar document) would be permitted under Section 6.02 or have been made against each Borrower, each Guarantor and each Grantor pursuant to paragraph or will be contemporaneously released or terminated. (g) aboveThe Administrative Agent and the Lenders shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which (i) shall be reasonably acceptable to the Required Lenders and (ii) except as otherwise agreed by the Required Lenders in their sole discretion, shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement or to name the Administrative Agent as additional insured, as applicable, in form and substance reasonably satisfactory to the Required Lenders. (h) The Administrative Agent and the Lenders shall have received (i) the Subordination Agreement, duly executed by the parties thereto and in full force and effect on the Closing Date and (ii) the JV Consent Documents permitting the granting of Liens, in favor of the Administrative Agent (for the benefit of the Secured Parties), in all of the Equity Interests held by any Loan Party in the Alpha Steel JV. (i) The Lenders and the Agent shall have received and determined to be in form and substance satisfactory to them: (i) the most recent (dated within seven (7) days of the Closing Date) schedule and aging of accounts receivable and inventory designations of the Borrowers; (ii) evidence that the Borrowers have combined availability (that is, the sum of (x) Availability and (y) availability under the Canadian Credit Agreement) after giving effect to both the Revolving Credit Loans made on the Closing Date and extensions of credit under the Canadian Credit Agreement on the Closing Date of not less than $16,000,000; (iii) evidence that there has been entered a final non-appealable order of confirmation consistent with the Plan of Reorganization and that unless waived by the Agent all conditions precedent to the effectiveness of the Plan of Reorganization have been satisfied; (iv) a copy of a field examination of the Borrowers' books and records; (v) evidence of the compliance by the Borrowers with Sec tion 6.03 hereof; (vi) the financial statements described in Section 4.07 hereof, together with a draft of the audited financial statements for the Fiscal Year ended December 31, 1996; (vii) evidence that the Transactions are in material compliance with all material applicable laws and regulations; (viii) the Guarantees (Canadian) and the Guarantee of the Obligations by Trademark U.S.; (ix) evidence of payment of all fees owed to the Administrative Agent and the Lenders shall have received executed copies of the Subordinated Debt Documents, duly executed by the Borrowers under this Agreementparties thereto and in full force and effect on the Closing Date, the Commitment Letter or otherwise; (x) evidence that all requisite third party consents (including, without limitation, consents with respect to each certified by a Responsible Officer of the Borrowers Borrower as true and each of the Grantors and Guarantors) to the Transactions have been received; (xi) correct copies of all major customer, supplier contracts and employment agreements with respect to each Borrower; (xii) except as set forth in Schedule 4.05 annexed hereto, evidence that there has been no material adverse change in the business, assets, operations or financial condition of the Parent and subsidiaries since December 31, 1995; (xiii) evidence of documents executed in connection with the repayment in full of exiting credit arrangements and the termination of all commitments to lend thereunder, and the termination of all security interests securing such indebtedness as required under paragraph (f) above, all as set forth in the Plan of Reorganization; and (xiv) evidence that except as disclosed in the schedule delivered pursuant to (k)(i) below there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or to the knowledge of the Loan Parties threatened against or affecting any of the Loan Parties or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the TransactionsSubordinated Indebtedness. (j) The Administrative Agent and the Lenders shall have had received a certificate from the opportunity, if they so choose, to examine the books of account and other records and files chief financial officer of the Borrowers, subsidiaries, Borrower certifying that each of the Grantors and the Guarantors and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Eligible Receivables, payment of payroll taxes and accounts payable and formulation of an opening Borrowing Base, and the results of such examination and audit shall have been satisfactory Loan Parties after giving effect to the Agent and Lenders in all material respectsTransactions to occur on the Closing Date, is solvent. (k) All requisite Governmental Authorities and third parties (subject to approval of the Special Meeting Matters) shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (l) The Governance Rights Side Letter shall have been duly executed by the Borrower, shall be in full force and effect on the Closing Date. (m) The Administrative Agent and the Lenders shall have received, to the extent requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Without limiting the generality of the provisions of Article VIII, for purposes of determining compliance with the conditions precedent specified in this Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.02 to be consented to or approved by or acceptable or satisfactory to a Lender, unless the Administrative Agent shall have received and had the opportunity to review and determine to be in form and substance satisfactory to it: (i) a schedule of disputed claims relating notice from such Lender prior to the Plan of Reorganization and an analysis of the expected disposition thereof; (ii) copies of all real property lease agreements entered into by any of the Borrowers and Guarantors, together with appropriate landlord and/or mortgagee waivers or rent escrow arrangements with the Agent (covering at least six months rent); and (iii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers, their subsidiaries, Grantors or Guarantors which is to remain outstanding pursuant to the Plan of Reorganization, including the Senior Secured Notesproposed Closing Date specifying its objection thereto.

First Borrowing. The obligations of the Lenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedent: (a) The Lenders shall have received the favorable written opinion opinions of Paul, Hastings, Jano▇▇▇▇ & ▇alk▇▇ ▇▇▇, counsel for the Borrowers Loan Parties, and of special Colorado and Illinois counsel for the Loan Parties, each of the Guarantors and Grantors, substantially in the form of Exhibit C hereto, dated the Closing Date, addressed to the Lenders and in form and substance reasonably satisfactory to the Agent. (b) The Lenders shall have received (i) a copy of the certificate or articles of incorporation or constitutive documents, in each case as amended to date, of each of the BorrowersBorrower, the Grantors and the Guarantors, certified as of a recent date by the Secretary of State (or in the case of the Parent, a Responsible Officer), Provincial Registrar or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official, in each case dated as of a recent date; (ii) a certificate of the Secretary of each the Borrower, each Grantor and Guarantor, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's By-laws as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions described in item (B) below, (B) that attached thereto is a true and complete copy of resolutions adopted by such person's Board of Directors authorizing the execution, delivery and performance of this Agreement, the Security Documents, the Notes, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolutions have not been modified, rescinded or amended and is in full force and effect, (C) that such person's certificate or articles of incorporation or constitutive documents have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above (or in the case of a person organized under the Federal or state laws of Canada, since the date of the certified articles of incorporation furnished pursuant to (i) above), and (D) as to the incumbency and specimen signature of each of such person's officers executing this Agreement, the Notes, each Security Document or any other Loan Document delivered in connection herewith or therewith, as applicable; (iii) a certificate of another of such person's officers as to incumbency and signature of its Secretary; and (iv) such other documents as the Agent or any Lender may reasonably request. (c) The Agent shall have received a certificate, dated the Closing Date and signed by the Financial Officer of each the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 5.1 hereof and the conditions set forth in this Section 5.025.2. (d) Each Lender shall have received its Revolving Credit Note and Term Note duly executed by the BorrowersBorrower, payable to its order and otherwise complying with the provisions of Section 2.04 2.4 hereof. (e) The Agent shall have received the Security Documents including, without limitation, the Mortgages together with title insurance (or, as appropriate, title opinions) in form, scope and amount satisfactory in all respects to the Agent and certificates evidencing the Pledged Stock, together with undated stock powers executed in blank, each duly executed by the applicable Grantors. (f) The Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Lenders of a UCC Reporter Service (or similar service in Canada)Service, listing all effective financing statements which name as debtor any the Borrower, any Guarantor or any Grantor and which are filed in the appropriate offices in the states or other applicable jurisdictions in which are located the chief executive office and other operating offices of such person, together with copies of such financing statements or of the security agreements to which such filings relate. With respect to any Liens not permitted pursuant to Section 7.01 7.2 hereof, the Agent shall have received termination statements in form and substance satisfactory to it. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement or statement under the Personal Property Security Lawstatement) required by law or reasonably requested by the Agent to be filed, registered or recorded in order to create in favor of the Agent for its own benefit and for the benefit of the Lenders a first priority perfected Lien in the Collateral (subject to the Liens permitted by Section 7.017.2) shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation. (h) The Agent shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code or Personal Property Security Law or comparable filings made with respect to each of the Borrowers Borrower and each Grantor in the jurisdictions in which the Borrowers Borrower and each Grantor are doing business and/or in which any Collateral is located, and in which Uniform Commercial Code or Personal Property Security Law filings have been made against each the Borrower, each Guarantor and each Grantor pursuant to paragraph (g) above. (i) The Lenders and the Agent shall have received and determined to be in form and substance satisfactory to them: (i) the most recent (dated within seven (7) days of the Closing Date) a schedule and aging of accounts receivable and inventory designations of the BorrowersBorrower dated as of the most recent end of month prior to the Closing Date; (ii) evidence that the Borrowers have combined availability (that is, the sum of (x) Borrower has Availability and (y) availability under the Canadian Credit Agreement) after giving effect to both the Revolving Credit Loans made on the Closing Date and extensions of credit under the Canadian Credit Agreement on the Closing Date of not less than $16,000,00025,000,000 (without giving effect to the Aetna Letters of Credit and that the reimbursement exposure under such Aetna Letters of Credit does not exceed $21,000,000); (iii) evidence that there has been entered a final non-appealable order of confirmation consistent with the Plan of Reorganization and that unless waived by the Agent all conditions precedent to the effectiveness of the Plan of Reorganization have been satisfied; (iv) a copy of a field examination of the Borrowers' Borrower's books and records; (viv) evidence a copy of, or a certificate as to coverage under, the insurance policies required by Section 6.3 and the applicable provisions of the compliance by Security Documents, each of which shall be endorsed or otherwise amended to include a "standard" or "New York" lender's loss payable endorsement and to name the Borrowers with Sec tion 6.03 hereofAgent as additional insured, in form and substance satisfactory to the Agent; (viv) the financial statements described in Section 4.07 4.7 hereof, together with a draft of the audited financial statements for the Fiscal Year ended December 31, 1996; (vii) evidence that the Transactions are in material compliance with all material applicable laws and regulations; (viii) the Guarantees (Canadian) and the Guarantee of the Obligations by Trademark U.S.; (ixvi) evidence of payment of all fees owed to the Agent and Agent, the Lenders by the Borrowers Borrower under this Agreement, the Commitment Letter Securities Exchange Agreement or otherwise; (xvii) evidence that all requisite third party consents (including, without limitation, consents with respect to each of the Borrowers Borrower and each of the Grantors and Guarantors) to the Transactions have been received; (xiviii) copies of all major material customer, supplier contracts and employment and non-compete agreements with respect to each the Parent, the Borrower and the Subsidiaries which are material to the Parent's, the Borrower's and such Subsidiaries' business taken as a whole; (xiiix) except as set forth in Schedule 4.05 annexed heretoa certificate of the Chief Financial Officer of the Borrower, evidence dated the Closing Date, stating that there has been no material adverse change in the business, assets, operations or financial condition of the Parent and subsidiaries its Subsidiaries since December 31, 1995;1997; and (xiiix) evidence of the repayment in full of exiting existing senior credit arrangements and the termination of all commitments to lend thereunder, and the termination of all security interests securing such indebtedness (other than the Bridge Notes) as required under paragraph (f) above, all as set forth in the Plan of Reorganization; and (xiv) evidence that except as disclosed in the schedule delivered pursuant to (k)(i) below there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or to the knowledge of the Loan Parties threatened against or affecting any of the Loan Parties or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions. (j) The Agent and the Lenders shall have had the opportunity, if they so choose, to examine the books of account and other records and files of the BorrowersBorrower, subsidiariesits Subsidiaries, the Grantors and the Guarantors and to make copies thereof, to conduct customer, payor and supplier checkings and to conduct a pre-closing audit which shall include, without limitation, verification of Eligible Receivables, payment of payroll taxes and accounts payable and formulation of an opening Borrowing Base, and the results of such examination examination, checkings and audit shall have been satisfactory to the Agent and Lenders in all material respects. (k) The Agent shall have received and had the opportunity to review and determine to be in form and substance satisfactory to it: (i) a schedule of disputed claims relating to the Plan of Reorganization and an analysis of the expected disposition thereof; (ii) copies of all real property lease agreements entered into by any of the Borrowers and Guarantors, together with appropriate landlord and/or mortgagee waivers or rent escrow arrangements with the Agent (covering at least six months rent); and (iii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers, their subsidiaries, Grantors or Guarantors which is to remain outstanding pursuant to the Plan of Reorganization, including the Senior Secured Notes.

First Borrowing. The obligations of the Lenders --------------- in respect of the first Credit Event hereunder is subject to the following additional conditions precedent: (a) The Lenders Each Lender shall have received the favorable written opinion of counsel for the Borrowers and each of the Guarantors and GrantorsCredit Party, substantially in the form of Exhibit C B hereto, dated the Closing Date, addressed to the Lenders and --------- satisfactory to the Agent. (b) The Lenders Agent shall have received (i) a copy of the certificate or articles of incorporation or constitutive documents, in each case as amended to date, of each of the Borrowers, the Grantors and the Guarantors, certified as of a recent date by the Secretary of State (or in the case of the Parent, a Responsible Officer), Provincial Registrar or other appropriate official of the state of its organization, and a certificate as to the good standing of each Credit Party from such the Secretary of State or other officialappropriate official of the state or county of its organization or location, as appropriate, in each case dated as of a recent date; provided, however, that with respect to Milgray/Connecticut, Inc., a -------- ------- certificate of good standing certified by an appropriate state official shall be delivered to the Agent by said Guarantor as soon as practicable and in any event within 30 Business Days following the first Credit Event instead of at the time of the first Credit Event; (ii) a certificate of the Secretary, Assistant Secretary or a Financial Officer of each Borrower, Grantor and GuarantorCredit Party, dated as of the Closing Date date hereof and certifying (A) that attached thereto is a true its certificate or articles of incorporation and complete copy of such person's its By-laws as have not been amended since September 29, 1993 or, in effect on the case of Credit Parties incorporated after September 29, 1993, since the date of incorporation thereof (or if there has been any such certificate and at all times since amendment, attaching a date prior to the date of the resolutions described in item (B) belowcertified copy thereof), (B) that attached thereto is a true and complete copy of resolutions a resolution adopted by such person's Board of Directors authorizing the execution, delivery and performance of this Agreement, the Security Documents, the Notes, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolutions have resolution has not been modified, rescinded or amended and is in full force and effect, effect and (C) that such person's certificate or articles of incorporation or constitutive documents have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above (or in the case of a person organized under the Federal or state laws of Canada, since the date of the certified articles of incorporation furnished pursuant to (i) above), and (D) as to the incumbency and specimen signature of each of such person's officers executing this Agreement, the Notes, each Security Document or any other Loan Document delivered in connection herewith or therewith, as applicable; (iii) a certificate of another of such person's officers as to incumbency and signature of its Secretary, Assistant Secretary or Financial Officer, as applicable; and (iv) such other documents as the Agent or any Lender may reasonably request. (c) The Agent shall have received a certificate, dated the Closing Date and signed by the a Financial Officer of each the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and hereof, the conditions set forth in this Section 5.025.02 and that no Event of Default presently exists and no event (including, without limitation, any Credit Event hereunder) has occurred and is continuing which would constitute a Default. (d) Each Lender shall have received its Revolving Credit Note and Term Note duly executed by the BorrowersBorrower, payable to its order and otherwise complying with the provisions of Section 2.04 hereofhereof and the Agent shall have received each other applicable Loan Document, each duly executed by the parties thereto. (e) The Agent shall have received the Security Documents including, without limitation, the Mortgages together with title insurance (or, as appropriate, title opinions) in form, scope and amount satisfactory in all respects to the Agent and certificates evidencing the Pledged Stock, together with undated stock powers executed in blank, each duly executed by the applicable Grantors. (f) The Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Lenders of a UCC Reporter Service (or similar service in Canada), listing all effective financing statements which name as debtor any Borrower, any Guarantor or any Grantor and which are filed in the appropriate offices in the states or other applicable jurisdictions in which are located the chief executive office and other operating offices of such person, together with copies of such financing statements or of the security agreements to which such filings relate. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Agent shall have received termination statements in form and substance satisfactory to it. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement or statement under the Personal Property Security Law) required by law or reasonably requested by the Agent to be filed, registered or recorded in order to create in favor of the Agent for its own benefit and for the benefit of the Lenders a first priority perfected Lien in the Collateral (subject to the Liens permitted by Section 7.01) Lenders, and each Lender shall have been properly filed, registered or recorded in each jurisdiction in which had the filing, registration or recordation thereof is so required or requested. The Agent shall have received an acknowledgment copy, or other evidence satisfactory opportunity to it, of each such filing, registration or recordation. (h) The Agent shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code or Personal Property Security Law or comparable filings made with respect to each of the Borrowers and each Grantor in the jurisdictions in which the Borrowers are doing business and/or in which any Collateral is located, and in which Uniform Commercial Code or Personal Property Security Law filings have been made against each Borrower, each Guarantor and each Grantor pursuant to paragraph (g) above. (i) The Lenders and the Agent shall have received review and determined to be in form and substance satisfactory to them: (i) the most recent (aging of accounts of each Credit Party and a consolidated schedule of Inventory of the Credit Parties listed by manufacturer, each dated within seven (7) 40 days of the Closing Date) schedule and aging of accounts receivable and inventory designations of the Borrowers; (ii) evidence that the Borrowers have combined availability (that is, the sum of (x) Availability and (y) availability under the Canadian Credit Agreement) after giving effect to both the Revolving Credit Loans made on the Closing Date and extensions of credit under the Canadian Credit Agreement on the Closing Date of not less than $16,000,000; (iii) evidence that there has been entered a final non-appealable order of confirmation consistent with the Plan of Reorganization and that unless waived by the Agent all conditions precedent to the effectiveness of the Plan of Reorganization have been satisfied; (iv) a copy of a field examination of the Borrowers' books and records; (v) evidence of the compliance by the Borrowers Borrower with Sec tion Section 6.03 hereof; (viiii) the financial statements described in Section 4.07 hereof, together with 4.07(b) hereof (each certified by a draft Financial Officer of the audited financial statements for Borrower) and each of the Fiscal Year ended December 31agreements and instruments listed in Schedule 4.20 hereto and Schedule 7.02 hereto; ------------- ------------- (iv) all shareholder agreements to which the Borrower or any other Credit Party is a party to the extent such agreements relate to such shareholder's interests in the Borrower or any other Credit Party; (v) the three largest (based on sales revenues) franchise agreements to which the Borrower is a party, 1996and any other franchise agreements that the Agent may in its reasonable discretion designate; (vi) a schedule listing all franchise agreements to which the Borrower or any of its subsidiaries is a party; and (vii) evidence that if requested by the Transactions are in material compliance with all material applicable laws and regulations; (viii) the Guarantees (Canadian) and the Guarantee Agent or any Lender, copies of the Obligations by Trademark U.S.; (ix) evidence of payment of all fees owed to most recent annual reports that were filed with the Agent and the Lenders by the Borrowers under this Agreement, the Commitment Letter or otherwise; (x) evidence that all requisite third party consents (including, without limitation, consents Internal Revenue Service on Treasury Form 5500 with respect to each of any Plan, together with certified financial statements (if any) for the Borrowers Plan and each of the Grantors and Guarantors) any actuarial statements on Schedule B to the Transactions have been received;such Form 5500. (xi) copies of all major customer, supplier contracts and employment agreements with respect to each Borrower; (xii) except as set forth in Schedule 4.05 annexed hereto, evidence that there has been no material adverse change in the business, assets, operations or financial condition of the Parent and subsidiaries since December 31, 1995; (xiii) evidence of the repayment in full of exiting credit arrangements and the termination of all commitments to lend thereunder, and the termination of all security interests securing such indebtedness as required under paragraph (f) above, all as set forth in the Plan of Reorganization; and (xiv) evidence that except as disclosed in the schedule delivered pursuant to (k)(i) below there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or to the knowledge of the Loan Parties threatened against or affecting any of the Loan Parties or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions. (j) The Agent and the Lenders shall have had the opportunity, if they so choose, to examine the books of account and other records and files of the Borrowers, subsidiaries, the Grantors and the Guarantors and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Eligible Receivables, payment of payroll taxes and accounts payable and formulation of an opening Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and Lenders in all material respects. (k) The Agent shall have received and had the opportunity to review and determine to be in form and substance satisfactory to it: (i) a schedule of disputed claims relating to the Plan of Reorganization and an analysis of the expected disposition thereof; (ii) copies of all real property lease agreements entered into by any of the Borrowers and Guarantors, together with appropriate landlord and/or mortgagee waivers or rent escrow arrangements with the Agent (covering at least six months rent); and (iii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers, their subsidiaries, Grantors or Guarantors which is to remain outstanding pursuant to the Plan of Reorganization, including the Senior Secured Notes.Intentionally Omitted ---------------------

First Borrowing. The obligations of On the Lenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedentdate hereof: (a) The Lenders Agent shall have received the a favorable written opinion of counsel for Richard P. Bruening, Vice-President and General ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇rower, to the Borrowers and each of the Guarantors and Grantors, substantially effect set forth in the form of Exhibit C D hereto, dated the Closing Date, date hereof and addressed to the Lenders and satisfactory Lenders. The Borrower hereby instructs such counsel to deliver such opinion to the Agent. (b) All legal matters incident to this Agreement and the Borrowings hereunder shall be satisfactory to the Lenders and to [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT], counsel for the Agent. (c) The Lenders Agent shall have received (iI) a copy of the certificate or articles of incorporation or constitutive documentsincorporation, in each case as amended to dateincluding all amendments thereto, of each of the Borrowers, the Grantors and the GuarantorsBorrower, certified as of a recent date by the Secretary of State (or in the case of the Parent, a Responsible Officer), Provincial Registrar or other appropriate official State of the state of its organization, Delaware and a certificate as to the good standing of each from such Secretary of State or other official, in each case dated the Borrower as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary of each Borrower, Grantor and Guarantor, the Borrower dated the Closing Date date hereof and certifying (A) that attached thereto is a true and complete copy of such person's Bythe by-laws of the Borrower as in effect on the date of such certificate hereof and at all times since a date prior to the date of the resolutions described in item clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by such person's the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Agreement, the Security Documents, the Notes, the other Loan Documents and the Credit Events borrowings hereunder, as applicable, and that such resolutions have not been modified, rescinded or amended and is are in full force and effect, (Cc) that such person's the certificate or articles of incorporation or constitutive documents of the Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (or in the case of a person organized under the Federal or state laws of Canada, since the date of the certified articles of incorporation furnished pursuant to (iI) above), and (D) as to the incumbency and specimen signature of each of such person's officers officer executing this Agreement, the Notes, each Security any Loan Document or any other Loan Document document delivered in connection herewith or therewith, as applicableon behalf of the Borrower; (iii) a certificate of another of such person's officers officer as to the incumbency and specimen signature of its Secretarythe Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Agent Lenders or any Lender [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT], counsel for the Agent, may reasonably request. (cd) The Agent shall have received a certificate, dated the Closing Date date hereof and signed by the a Financial Officer of each the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Section 5.02. (d) Each Lender shall have received its Revolving Credit Note and Term Note duly executed by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereof4.01. (e) The Agent shall have received the Security Documents including, without limitation, the Mortgages together with title insurance (or, as appropriate, title opinions) in form, scope all Fees and amount satisfactory in all respects other amounts due and payable on or prior to the Agent and certificates evidencing the Pledged Stock, together with undated stock powers executed in blank, each duly executed by the applicable Grantorsdate hereof. (f) The Agent DST Credit Agreements shall have received certified copies of requests for copies been, or information on Form UCC-11 or certificates satisfactory to the Lenders of a UCC Reporter Service (or similar service in Canada)shall simultaneously be, listing all effective financing statements which name as debtor any Borrower, any Guarantor or any Grantor executed and which are filed in the appropriate offices in the states or other applicable jurisdictions in which are located the chief executive office and other operating offices of such person, together with copies of such financing statements or of the security agreements to which such filings relate. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Agent shall have received termination statements in form and substance satisfactory to itdelivered. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement or statement The Borrower shall have terminated the Total Commitment under the Personal Property Security Law) required by law or reasonably requested by Credit Agreement dated as of December 8, 1992 (the Agent to be filed"1992 Credit Agreement"), registered or recorded in order to create in favor of between the Agent for its own benefit Borrower, the lenders named therein and for the benefit of the Lenders a first priority perfected Lien [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT], in the Collateral manner provided therein and any Loans outstanding (subject to the Liens permitted other than any Competitive Loans that have been made by Section 7.01any Lenders) thereunder (together with accrued interest on such Loans) and all accrued fees and other amounts due thereunder shall have been properly filed, registered or recorded paid in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation. (h) The Agent shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code or Personal Property Security Law or comparable filings made with respect to each of the Borrowers and each Grantor full in the jurisdictions manner provided therein (capitalized terms used in which the Borrowers are doing business and/or in which any Collateral is located, and in which Uniform Commercial Code or Personal Property Security Law filings have been made against each Borrower, each Guarantor and each Grantor pursuant to paragraph this clause (g) above. (i) having the meanings ascribed to them in the 1992 Credit Agreement). The Lenders and the Agent Borrower shall not have received and determined to be in form and substance satisfactory to them: (i) the most recent (dated within seven (7) days of the Closing Date) schedule and aging of accounts receivable and inventory designations of the Borrowers; (ii) evidence that the Borrowers have combined availability (that is, the sum of (x) Availability and (y) availability requested any additional Competitive Loans under the Canadian 1992 Credit Agreement) after giving effect to both the Revolving Credit Loans , and each Competitive Loan that has been made on the Closing Date and extensions of credit by any Lenders under the Canadian 1992 Credit Agreement on that remains outstanding after the Closing Date of not less than $16,000,000; (iii) evidence that there has been entered a final non-appealable order of confirmation consistent with date hereof shall be deemed to reduce the Plan of Reorganization and that unless waived available Commitments hereunder by the Agent all conditions precedent to the effectiveness principal amount of the Plan of Reorganization have been satisfied; (iv) a copy of a field examination of the Borrowers' books and records; (v) evidence of the compliance by the Borrowers with Sec tion 6.03 hereof; (vi) the financial statements described in Section 4.07 hereof, together with a draft of the audited financial statements for the Fiscal Year ended December 31, 1996; (vii) evidence that the Transactions are in material compliance with all material applicable laws and regulations; (viii) the Guarantees (Canadian) and the Guarantee of the Obligations by Trademark U.S.; (ix) evidence of payment of all fees owed to the Agent and the Lenders by the Borrowers under this Agreement, the Commitment Letter or otherwise; (x) evidence that all requisite third party consents (including, without limitation, consents with respect to each of the Borrowers and each of the Grantors and Guarantors) to the Transactions have been received; (xi) copies of all major customer, supplier contracts and employment agreements with respect to each Borrower; (xii) except as set forth in Schedule 4.05 annexed hereto, evidence that there has been no material adverse change in the business, assets, operations or financial condition of the Parent and subsidiaries since December 31, 1995; (xiii) evidence of such Competitive Loan until the repayment in full of exiting credit arrangements and the termination of all commitments to lend thereunder, and the termination of all security interests securing such indebtedness as required under paragraph (f) above, all as set forth in the Plan of Reorganization; and (xiv) evidence that except as disclosed in the schedule delivered pursuant to (k)(i) below there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or to the knowledge of the Loan Parties threatened against or affecting any of the Loan Parties or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions. (j) The Agent and the Lenders shall have had the opportunity, if they so choose, to examine the books of account and other records and files of the Borrowers, subsidiaries, the Grantors and the Guarantors and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Eligible Receivables, payment of payroll taxes and accounts payable and formulation of an opening Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and Lenders in all material respectsCompetitive Loan. (k) The Agent shall have received and had the opportunity to review and determine to be in form and substance satisfactory to it: (i) a schedule of disputed claims relating to the Plan of Reorganization and an analysis of the expected disposition thereof; (ii) copies of all real property lease agreements entered into by any of the Borrowers and Guarantors, together with appropriate landlord and/or mortgagee waivers or rent escrow arrangements with the Agent (covering at least six months rent); and (iii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers, their subsidiaries, Grantors or Guarantors which is to remain outstanding pursuant to the Plan of Reorganization, including the Senior Secured Notes.

First Borrowing. The obligations of On the Lenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedentClosing Date: (a) The Administrative Agent and the Lenders shall have received the a favorable written opinion of ▇▇▇▇▇▇ LLP, counsel for to the Borrowers and each of the Guarantors and Grantors, substantially in the form of Exhibit C hereto, Borrower (A) dated the Closing Date, (B) addressed to the Lenders Administrative Agent and satisfactory the Lenders, and (C) covering such matters relating to the AgentLoan Parties, the Loan Documents and the Transactions as the Administrative Agent or the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinion. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders and the Administrative Agent. (c) The Administrative Agent and the Lenders shall have received (i) a copy of the certificate or articles of incorporation or constitutive documentsincorporation, in each case as amended to dateincluding all amendments thereto, of each of the Borrowers, the Grantors and the GuarantorsLoan Party, certified as of a recent date by the Secretary of State (or in the case of the Parent, a Responsible Officer), Provincial Registrar or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official, in each case dated Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower, Grantor and Guarantor, Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's Bythe by-laws of such Loan Party as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in item clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of such person's Board of Directors Loan Party authorizing the execution, delivery and performance of this Agreementthe Loan Documents to which such Person is a party and, in the case of the Borrower, the Security Documents, the Notes, the other Loan Documents and the Credit Events borrowings hereunder, as applicable, and that such resolutions have not been modified, rescinded or amended and is are in full force and effect, (C) that such person's the certificate or articles of incorporation (or constitutive documents the equivalent thereof) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above (or in the case of a person organized under the Federal or state laws of Canada, since the date of the certified articles of incorporation furnished pursuant to sub-clause (i) above), and (D) as to the incumbency and specimen signature of each of such person's officers officer executing this Agreement, the Notes, each Security any Loan Document or any other Loan Document document delivered in connection herewith or therewith, as applicableon behalf of such Loan Party; (iii) a certificate of another of such person's officers officer as to the incumbency and specimen signature of its Secretarythe Secretary or Assistant Secretary executing the certificate pursuant to sub-clause (ii) above; and (iv) such other documents as the Lenders or the Administrative Agent or any Lender may reasonably request. (cd) The Administrative Agent and the Lenders shall have received a certificate, dated the Closing Date and signed by the a Financial Officer of each the Borrower, confirming compliance with the conditions precedent set forth in paragraphs clauses (b) and (c) of Section 5.01 hereof and the conditions set forth in this Section 5.02. (d) Each Lender shall have received its Revolving Credit Note and Term Note duly executed by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereof4.01. (e) The Administrative Agent and the Lenders shall have received all Fees (including the Security Documents Upfront FeeFees) and other amounts due and payable on or prior to the Closing Date, including, without limitation, the Mortgages together with title insurance (or, as appropriate, title opinions) in form, scope and amount satisfactory in all respects to the Agent and certificates evidencing the Pledged Stockextent invoiced, together with undated stock powers executed in blank, each duly executed reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the applicable GrantorsBorrower hereunder or under any other Loan Document. (f) The Agent Security Documents shall have received certified copies been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Administrative Agent on behalf of requests for copies or information on Form UCC-11 or certificates satisfactory to the Lenders of Secured Parties shall have a UCC Reporter Service (or similar service in Canada), listing all effective financing statements which name as debtor any Borrower, any Guarantor or any Grantor and which are filed security interest in the appropriate offices in the states or other applicable jurisdictions in which are located the chief executive office and other operating offices of such person, together with copies of such financing statements or Collateral of the security agreements to which such filings relate. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Agent shall have received termination statements type and priority described in form and substance satisfactory to iteach Security Document. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement or statement under the Personal Property Security Law) required by law or reasonably requested by the The Administrative Agent to be filed, registered or recorded in order to create in favor of the Agent for its own benefit and for the benefit of the Lenders a first priority perfected Lien in the Collateral (subject to the Liens permitted by Section 7.01) shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Agent shall have received an acknowledgment copya Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, or other evidence satisfactory to it, of each such filing, registration or recordation. (h) The Agent and shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code filings (or Personal Property Security Law or comparable filings equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Required Lenders that the Liens indicated in any such financing statement (or similar document) would be expressly permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (h) The Administrative Agent and the Lenders shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which (i) shall be reasonably acceptable to the Borrowers Required Lenders and each Grantor (ii) except as otherwise agreed by the Required Lenders in their sole discretion, shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the jurisdictions Administrative Agent as additional insured, in which form and substance reasonably satisfactory to the Borrowers are doing business and/or in which any Collateral is located, and in which Uniform Commercial Code or Personal Property Security Law filings have been made against each Borrower, each Guarantor and each Grantor pursuant to paragraph (g) aboveRequired Lenders. (i) The Lenders All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Facility shall have been paid (or shall be paid on the Closing Date from the proceeds of the Term Loans) in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent and the Lenders shall have received and determined evidence thereof pursuant to be a payoff letter or similar undertaking by the holder of the Existing Credit Facility, in form and substance each case, reasonably satisfactory to them: (i) the most recent (dated within seven (7) days of the Closing Date) schedule and aging of accounts receivable and inventory designations of the Borrowers; (ii) evidence that the Borrowers have combined availability (that is, the sum of (x) Availability and (y) availability under the Canadian Credit Agreement) Required Lenders. Immediately after giving effect to both the Revolving Credit Loans made on the Closing Date and extensions of credit under the Canadian Credit Agreement on the Closing Date of not less than $16,000,000; (iii) evidence that there has been entered a final non-appealable order of confirmation consistent with the Plan of Reorganization and that unless waived by the Agent all conditions precedent to the effectiveness of the Plan of Reorganization have been satisfied; (iv) a copy of a field examination of the Borrowers' books and records; (v) evidence of the compliance by the Borrowers with Sec tion 6.03 hereof; (vi) the financial statements described in Section 4.07 hereof, together with a draft of the audited financial statements for the Fiscal Year ended December 31, 1996; (vii) evidence that the Transactions are in material compliance with all material applicable laws and regulations; (viii) the Guarantees (Canadian) and the Guarantee of other transactions contemplated hereby, the Obligations by Trademark U.S.; (ix) evidence of payment of all fees owed to the Agent Borrower and the Lenders by the Borrowers under this Agreement, the Commitment Letter Subsidiaries shall have outstanding no Indebtedness (other than Permitted Indebtedness) or otherwise; preferred stock (x) evidence other than preferred stock that all requisite third party consents (including, without limitation, consents with respect to each of the Borrowers and each of the Grantors and Guarantors) to the Transactions have been received; (xi) copies of all major customer, supplier contracts and employment agreements with respect to each Borrower; (xii) except as set forth in Schedule 4.05 annexed hereto, evidence that there has been no material adverse change in the business, assets, operations or financial condition of the Parent and subsidiaries since December 31, 1995; (xiii) evidence of the repayment in full of exiting credit arrangements and the termination of all commitments to lend thereunder, and the termination of all security interests securing such indebtedness as required under paragraph (f) above, all as set forth in the Plan of Reorganization; and (xiv) evidence that except as disclosed in the schedule delivered pursuant to (k)(i) below there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or to the knowledge of the Loan Parties threatened against or affecting any of the Loan Parties or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactionsis Qualified Capital Stock). (j) The Lenders shall have received the financial statements and opinion referred to in Section 3.05, none of which shall demonstrate a material adverse change in the financial condition of the Borrower from (and shall not otherwise be materially inconsistent with) the financial statements or forecasts previously provided to the Lenders. (k) The Administrative Agent and the Lenders shall have had received a certificate from the opportunitychief financial officer of the Borrower certifying that each of the Loan Parties after giving effect to the Transactions to occur on the Closing Date, if they so chooseis solvent. (l) The Administrative Agent and the Lenders shall have received evidence (reasonably acceptable to the Required Lenders) that, as of the Closing Date and immediately after giving pro forma effect to the Transactions, the Qualified Cash shall be equal to at least $7,500,000. (m) The Borrower shall have delivered to the Administrative Agent a VCOC Information Letter. (n) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (o) The Administrative Agent and the Lenders shall have received, to examine the books of account extent requested, at least five Business Days prior to the Closing Date, a properly completed and duly executed IRS Form W-9 (or other applicable tax form) from the Borrower and all other documentation and other records information required by regulatory authorities under applicable “know your customer” and files of anti-money laundering rules and regulations, including the Borrowers, subsidiaries, the Grantors and the Guarantors and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Eligible Receivables, payment of payroll taxes and accounts payable and formulation of an opening Borrowing Base, and the results of such examination and audit USA PATRIOT Act. (p) The Note Subordination Agreement shall have been satisfactory to duly executed by the Agent Note Holders and Lenders the other parties thereto and shall be in all material respectsfull force and effect on the Closing Date. (kq) The Administrative Agent and the Lenders shall have received and had the opportunity to review and determine to be in form and substance satisfactory to it: (i) a schedule of disputed claims relating to the Plan of Reorganization and an analysis copies of the expected disposition thereof; (ii) copies of all real property lease agreements entered into Note Purchase Agreement, the Notes and the other Note Documents, certified by any of the Borrowers a Responsible Officer as being complete and Guarantors, together with appropriate landlord and/or mortgagee waivers or rent escrow arrangements with the Agent (covering at least six months rent); and (iii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers, their subsidiaries, Grantors or Guarantors which is to remain outstanding pursuant to the Plan of Reorganization, including the Senior Secured Notescorrect.

First Borrowing. The obligations of the Lenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedent: (a) The Lenders Each Lender shall have received the favorable written opinion of counsel for the Borrowers and each of the Guarantors and GrantorsCredit Party, substantially in the form of Exhibit C B hereto, dated the Closing Date, addressed to the Lenders and satisfactory to the Agent. (b) The Lenders Agent shall have received (i) a copy of the certificate or articles of incorporation or constitutive documents, in each case as amended to date, of each of the Borrowers, the Grantors and the Guarantors, certified as of a recent date by the Secretary of State (or in the case of the Parent, a Responsible Officer), Provincial Registrar or other appropriate official of the state of its organization, and a certificate as to the good standing of each Credit Party from such the Secretary of State or other officialappropriate official of the state or county of its organization or location, as appropriate, in each case dated as of a recent date; (ii) a certificate of the Secretary, Assistant Secretary or a Financial Officer of each Borrower, Grantor and GuarantorCredit Party, dated as of the Closing Date date hereof and certifying (A) that attached thereto is a true its certificate or articles of incorporation and complete copy of such person's its By-laws as have not been amended since November 7, 1995 or, in effect on the case of Credit Parties incorporated after November 7, 1995, since the date of incorporation thereof (or if there has been any such certificate and at all times since amendment, attaching a date prior to the date of the resolutions described in item (B) belowcertified copy thereof), (B) that attached thereto is a true and complete copy of resolutions a resolution adopted by such person's Board of Directors authorizing the execution, delivery and performance of this Agreement, the Security Documents, the Notes, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolutions have resolution has not been modified, rescinded or amended and is in full force and effect, effect and (C) that such person's certificate or articles of incorporation or constitutive documents have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above (or in the case of a person organized under the Federal or state laws of Canada, since the date of the certified articles of incorporation furnished pursuant to (i) above), and (D) as to the incumbency and specimen signature of each of such person's officers executing this Agreement, the Notes, each Security Document or any other Loan Document delivered in connection herewith or therewith, as applicable; (iii) a certificate of another of such person's person 5 officers as to incumbency and signature of its Secretary, Assistant Secretary or Financial Officer, as applicable; and (iv) such other documents as the Agent or any Lender may reasonably request. (c) The Agent shall have received a certificate, dated the Closing Date and signed by the a Financial Officer of each the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and hereof, the conditions set forth in this Section 5.025.02 and that no Event of Default presently exists and no event (including, without limitation, any Credit Event hereunder) has occurred and is continuing which would constitute a Default. (d) Each Lender shall have received its Revolving Credit Note and Term Note duly executed by the BorrowersBorrower, payable to its order and otherwise complying with the provisions of Section 2.04 hereofhereof and the Agent shall have received each other applicable Loan Document, each duly executed by the parties thereto. (e) The Agent shall have received the Security Documents including, without limitation, the Mortgages together with title insurance (or, as appropriate, title opinions) in form, scope and amount satisfactory in all respects to the Agent and certificates evidencing the Pledged Stock, together with undated stock powers executed in blank, each duly executed by the applicable Grantors. (f) The Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Lenders of a UCC Reporter Service (or similar service in Canada), listing all effective financing statements which name as debtor any Borrower, any Guarantor or any Grantor and which are filed in the appropriate offices in the states or other applicable jurisdictions in which are located the chief executive office and other operating offices of such person, together with copies of such financing statements or of the security agreements to which such filings relate. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Agent shall have received termination statements in form and substance satisfactory to it. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement or statement under the Personal Property Security Law) required by law or reasonably requested by the Agent to be filed, registered or recorded in order to create in favor of the Agent for its own benefit and for the benefit of the Lenders a first priority perfected Lien in the Collateral (subject to the Liens permitted by Section 7.01) Lenders, and each Lender shall have been properly filed, registered or recorded in each jurisdiction in which had the filing, registration or recordation thereof is so required or requested. The Agent shall have received an acknowledgment copy, or other evidence satisfactory opportunity to it, of each such filing, registration or recordation. (h) The Agent shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code or Personal Property Security Law or comparable filings made with respect to each of the Borrowers and each Grantor in the jurisdictions in which the Borrowers are doing business and/or in which any Collateral is located, and in which Uniform Commercial Code or Personal Property Security Law filings have been made against each Borrower, each Guarantor and each Grantor pursuant to paragraph (g) above. (i) The Lenders and the Agent shall have received review and determined to be in form and substance satisfactory to them: (i) the most recent (aging of accounts of each Credit Party and a consolidated schedule of Inventory of the Credit Parties listed by manufacturer, each dated within seven (7) 40 days of the Closing Date) schedule and aging of accounts receivable and inventory designations of the Borrowers; (ii) evidence that the Borrowers have combined availability (that is, the sum of (x) Availability and (y) availability under the Canadian Credit Agreement) after giving effect to both the Revolving Credit Loans made on the Closing Date and extensions of credit under the Canadian Credit Agreement on the Closing Date of not less than $16,000,000; (iii) evidence that there has been entered a final non-appealable order of confirmation consistent with the Plan of Reorganization and that unless waived by the Agent all conditions precedent to the effectiveness of the Plan of Reorganization have been satisfied; (iv) a copy of a field examination of the Borrowers' books and records; (v) evidence of the compliance by the Borrowers Borrower with Sec tion Section 6.03 hereof; (viiii) the financial statements described in Section 4.07 hereof, together with section 4.07(b) hereof (each certified by a draft Financial Officer of the audited financial statements for Borrower) and each of the Fiscal Year ended December 31agreements and instruments listed in Schedule 4.20 hereto and Schedule 7.02 hereto; (iv) all shareholder agreements to which the Borrower or any other Credit Party is a party to the extent such agreements relate to such shareholder's interests in the Borrower or any other Credit Party; (v) the three largest (based on sales revenues) franchise agreements to which the Borrower is a party, 1996and any other franchise agreements that the Agent may in its reasonable discretion designate; (vi) a schedule listing all franchise agreements to which the Borrower or any of its subsidiaries is a party; and (vii) evidence that if requested by the Transactions are in material compliance with all material applicable laws and regulations; (viii) the Guarantees (Canadian) and the Guarantee Agent or any Lender, copies of the Obligations by Trademark U.S.; (ix) evidence of payment of all fees owed to most recent annual reports that were filed with the Agent and the Lenders by the Borrowers under this Agreement, the Commitment Letter or otherwise; (x) evidence that all requisite third party consents (including, without limitation, consents Internal Revenue Service on Treasury Form 5500 with respect to each of any Plan, together with certified financial statements (if any) for the Borrowers Plan and each of the Grantors and Guarantors) any actuarial statements on Schedule B to the Transactions have been received;such Form 5500. (xi) copies of all major customer, supplier contracts and employment agreements with respect to each Borrower; (xii) except as set forth in Schedule 4.05 annexed hereto, evidence that there has been no material adverse change in the business, assets, operations or financial condition of the Parent and subsidiaries since December 31, 1995; (xiii) evidence of the repayment in full of exiting credit arrangements and the termination of all commitments to lend thereunder, and the termination of all security interests securing such indebtedness as required under paragraph (f) above, all as set forth in the Plan of Reorganization; and (xiv) evidence that except as disclosed in the schedule delivered pursuant to (k)(i) below there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or to the knowledge of the Loan Parties threatened against or affecting any of the Loan Parties or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions. (j) The Agent and the Lenders shall have had the opportunity, if they so choose, to examine the books of account and other records and files of the Borrowers, subsidiaries, the Grantors and the Guarantors and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Eligible Receivables, payment of payroll taxes and accounts payable and formulation of an opening Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and Lenders in all material respects. (k) The Agent shall have received and had the opportunity to review and determine to be in form and substance satisfactory to it: (i) a schedule of disputed claims relating to the Plan of Reorganization and an analysis of the expected disposition thereof; (ii) copies of all real property lease agreements entered into by any of the Borrowers and Guarantors, together with appropriate landlord and/or mortgagee waivers or rent escrow arrangements with the Agent (covering at least six months rent); and (iii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers, their subsidiaries, Grantors or Guarantors which is to remain outstanding pursuant to the Plan of Reorganization, including the Senior Secured Notes.Intentionally Omitted

First Borrowing. The obligations of the Lenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedent: (a) The Lenders shall have received the favorable written opinion of counsel for the Borrowers Borrower and each of the Guarantors and Grantors, substantially in the form of Exhibit C hereto, dated the Closing Date, addressed to the Lenders and satisfactory to the Agent. (b) The Lenders shall have received (i) a copy of the certificate or articles of incorporation or constitutive documents, in each case as amended to date, of each of the BorrowersBorrower, the Grantors and the Guarantors, certified as of a recent date by the Secretary of State (or in the case of the Parent, a Responsible Officer), Provincial Registrar or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official, in each case dated as of a recent date; (ii) a certificate of the Secretary of each of the Borrower, Grantor and Guarantor, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's By-laws as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions resolution described in item (B) below, (B) that attached thereto is a true and complete copy of resolutions a resolution adopted by such person's Board of Directors authorizing the 50 57 execution, delivery and performance of this Agreement, the Security Documents, the Notes, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolutions have resolution has not been modified, rescinded or amended and is in full force and effect, (C) that such person's certificate or articles of incorporation or constitutive documents have has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above (or in the case of a person organized under the Federal or state laws of Canada, since the date of the certified articles of incorporation furnished pursuant to (i) above), and (D) as to the incumbency and specimen signature of each of such person's officers executing this Agreement, the Notes, each Security Document or any other Loan Document delivered in connection herewith or therewith, as applicable; (iii) a certificate of another of such person's officers as to incumbency and signature of its Secretary; and (iv) such other documents as the Agent or any Lender may reasonably request. (c) The Agent shall have received a certificate, dated the Closing Date and signed by the Financial Officer of each the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Section 5.02. (d) Each Lender shall have received its Revolving Credit Note and (which Notes shall replace the Revolving Credit Notes issued in connection with the Original Credit Agreement, such replaced Notes, together with the Term Note Notes issued in connection with the Original Credit Agreement, to be returned to the Borrower by the Lenders holding same, marked "cancelled" promptly after the Closing Date), each duly executed by the BorrowersBorrower, payable to its order and otherwise complying with the provisions of Section 2.04 hereof. (e) The Agent shall have received (x) such amendments or confirmations (as requested by the Agent) of the Security Documents existing as of the Closing Date, and (y) such additional Security Documents (as requested by the Agent, including, without limitationbut not limited to, the Mortgages together with title insurance (or, as appropriate, title opinions) in form, scope and amount satisfactory in all respects an Assignment of Contract relating to the Agent Acquisition Documents) to be executed and certificates evidencing delivered in connection with the Pledged Stock, together with undated stock powers executed in blankTransactions, each duly executed by the applicable Grantors. (f) The Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Lenders of a UCC Reporter Service (or similar service in Canada), listing all effective financing statements which name as debtor any Borrower, any Guarantor or any Grantor and which are filed in the appropriate offices in the states or other applicable jurisdictions in which are located the chief executive office and other operating offices of such person, together with copies of such financing statements or of the security agreements to which such filings relate. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Agent shall have received termination statements in form and substance satisfactory to it. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement or statement under the Personal Property Security Lawstatement) required by law or reasonably requested by the Agent to be filed, registered or recorded in order to create in favor of the Agent for its own benefit and for the benefit of the Lenders a first priority perfected Lien security interest in the Collateral (subject acquired pursuant to the Liens Acquisition, except to the extent permitted by Section 7.01) the Security Documents, shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation. (hg) The Agent shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code or Personal Property Security Law or comparable filings made with respect to each of the Borrowers Borrower and each Grantor in the jurisdictions in which the Borrowers are Borrower is doing business and/or in which any Collateral acquired pursuant to the Acquisition is located, and in which Uniform Commercial Code or Personal Property Security Law filings have been made against each the Borrower, each Guarantor and each Grantor pursuant to paragraph (gf) above. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Agent shall have received termination statements in form and substance satisfactory to it. (h) The Agent shall have received such Uniform Commercial Code financing statements as reasonably requested by the Agent to be filed, registered or recorded in order to evidence the Borrower's name change. (i) The Lenders and the Agent shall have received and determined to be in form and substance satisfactory to them: (i) schedules listing (w) the most recent stock ownership of Holdings, (dated within seven (7x) days all contingent liabilities of the Closing DateBorrower and its subsidiaries, as reportable under GAAP, (y) schedule all pending litigation involving the Borrower or its subsidiaries or any of their respective businesses, assets or rights and aging of accounts receivable (z) all operating and inventory designations of the Borrowerscapital leases; (ii) evidence that the Borrowers have combined availability (that isthat, the sum of (x) Availability and (y) availability under the Canadian Credit Agreement) immediately after giving effect to both the Revolving Credit Loans made Events on the Closing Date and extensions of credit under Date, the Canadian Credit Agreement on the Closing Date of not less than Total Term Loan Commitment is $16,000,0000; (iii) evidence that there has been entered a final non-appealable order of confirmation consistent with the Plan of Reorganization and that unless waived by Borrower shall have received not less than $90,000,000 as gross cash proceeds in consideration for the Agent all conditions precedent to the effectiveness issuance of the Plan of Reorganization have been satisfiedSubordinated Notes; (iv) a copy of a field examination of the Borrowers' books and recordsrecords of Crispaire Corporation; (v) evidence of the compliance by the Borrowers Borrower with Sec tion Section 6.03 hereof; (vi) the financial statements described in Section 4.07 hereof, together with a draft of the audited financial statements for the Fiscal Year ended December 31, 1996; (vii) evidence that the Transactions are in material compliance with all material applicable laws and regulations; (viii) evidence that the Guarantees (Canadian) Borrower and the Guarantee of the Obligations by Trademark U.S.its subsidiaries are in compliance with all Environmental Laws; (ix) evidence of payment of all fees owed to the Agent and the Lenders by the Borrowers Borrower under this Agreement, the Commitment Letter Agreement or otherwise; (x) evidence that all requisite third party consents (including, without limitation, consents with respect to each of the Borrowers Borrower and each of the Grantors and Guarantors) to the Transactions have been received; (xi) copies of all major customer, supplier contracts and employment agreements with respect to each Borrower; (xii) except as set forth in Schedule 4.05 annexed hereto, evidence that there has been no material adverse change in the business, assets, operations or financial condition of (x) the Parent Borrower and its subsidiaries since December 31, 1995; 1996 or (xiiiy) evidence of the repayment in full of exiting credit arrangements Crispaire Corporation and the termination of all commitments to lend thereunderits subsidiaries since October 31, and the termination of all security interests securing such indebtedness as required under paragraph (f) above, all as set forth in the Plan of Reorganization1996; and (xivxii) evidence that except as disclosed in the schedule delivered pursuant to (k)(i) below there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or to the knowledge of the Loan Parties threatened against or affecting the Borrower or any of the Loan Parties or any subsidiary thereof its subsidiaries or any of their respective businesses, assets or rights which involve any of the Transactions. (j) The Agent and the Lenders shall have had the opportunity, if they so choose, to examine the books of account and other records and files of the Borrowers, subsidiaries, the Grantors and the Guarantors related to Crispaire Corporation and to make copies thereof, to conduct customer and supplier checkings and to conduct a pre-closing audit which shall include, without limitation, verification of Eligible Receivables, payment of payroll taxes and accounts payable Receivables related to Crispaire Corporation and formulation of an opening Borrowing Base, and the results of such examination examination, checkings and audit shall have been satisfactory to the Agent and Lenders in all material respects. (k) The Agent shall have received and had the opportunity to review and determine to be in form and substance satisfactory to it: (i) a schedule of disputed claims relating to the Plan of Reorganization and an analysis of the expected disposition thereof; (ii) copies of all real property lease agreements entered into by any of the Borrowers and Guarantors, together with appropriate landlord and/or mortgagee waivers or rent escrow arrangements with the Agent (covering at least six months rent); and (iii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers, their subsidiaries, Grantors or Guarantors which is to remain outstanding pursuant to the Plan of Reorganization, including the Senior Secured Notes.

First Borrowing. The obligations of On the Lenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedentClosing Date: (a) The Lenders Administrative Agent shall have received received, on behalf of itself and the Lenders, a favorable written opinion of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Borrowers and each of the Guarantors and GrantorsBorrower, substantially to the effect set forth in Exhibit F-1, and (ii) each local counsel listed on Schedule 4.02(a), substantially to the form of Exhibit C heretoeffect set forth in Exhibits F-2, F-3 and F-4, in each case (A) dated the Closing Date, (B) addressed to the Lenders Administrative Agent and satisfactory the Lenders, and (C) covering such other matters relating to the AgentLoan Documents and the Transactions as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders and to the Administrative Agent. (c) The Lenders Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or constitutive documentsincorporation, in each case as amended to dateincluding all amendments thereto, of each of the Borrowers, the Grantors and the GuarantorsLoan Party, certified as of a recent date by the Secretary of State (or in the case of the Parent, a Responsible Officer), Provincial Registrar or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official, in each case dated Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower, Grantor and Guarantor, Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's Bythe by-laws of such Loan Party as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in item clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by such person's the Board of Directors of such Loan Party authorizing the execution, delivery and performance of this Agreementthe Loan Documents to which such person is a party and, in the case of the Borrower, the Security Documents, the Notes, the other Loan Documents and the Credit Events borrowings hereunder, as applicable, and that such resolutions have not been modified, rescinded or amended and is are in full force and effect, (C) that such person's the certificate or articles of incorporation or constitutive documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above (or in the case of a person organized under the Federal or state laws of Canada, since the date of the certified articles of incorporation furnished pursuant to clause (i) above), and (D) as to the incumbency and specimen signature of each of such person's officers officer executing this Agreement, the Notes, each Security any Loan Document or any other Loan Document document delivered in connection herewith or therewith, as applicableon behalf of such Loan Party; (iii) a certificate of another of such person's officers officer as to the incumbency and specimen signature of its Secretarythe Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or the Administrative Agent or any Lender may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the a Financial Officer of each the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Section 5.02. (d) Each Lender shall have received its Revolving Credit Note and Term Note duly executed by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereof4.01. (e) The Administrative Agent shall have received from the Security Documents Borrower (i) for the account of each Lender on the Closing Date, an upfront fee in an amount equal to 0.50% of the Commitment of such Lender on the Closing Date, and (ii) all other amounts due and payable on or prior to the Closing Date, including, without limitation, the Mortgages together with title insurance (or, as appropriate, title opinions) in form, scope and amount satisfactory in all respects to the Agent and certificates evidencing the Pledged Stockextent invoiced, together with undated stock powers executed in blank, each duly executed reimbursement or payment of all out‑of‑pocket expenses required to be reimbursed or paid by the applicable GrantorsBorrower hereunder or under any other Loan Document. (f) The Agent Guarantee Agreement and the Security Documents shall have received certified copies been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of requests for copies or information on Form UCC-11 or certificates satisfactory to the Lenders of Secured Parties shall have a UCC Reporter Service (or similar service in Canada), listing all effective financing statements which name as debtor any Borrower, any Guarantor or any Grantor and which are filed security interest in the appropriate offices in the states or other applicable jurisdictions in which are located the chief executive office and other operating offices of such person, together with copies of such financing statements or Collateral of the security agreements to which such filings relate. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Agent shall have received termination statements type and priority described in form and substance satisfactory to iteach Security Document. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement or statement under the Personal Property Security Law) required by law or reasonably requested by the Agent to be filed, registered or recorded in order to create in favor of the Agent for its own benefit and for the benefit of the Lenders a first priority perfected Lien in the Collateral (subject to the Liens permitted by Section 7.01) shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Administrative Agent shall have received an acknowledgment copya Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, or other evidence satisfactory to it, of each such filing, registration or recordation. (h) The Agent and shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code filings (or Personal Property Security Law or comparable filings equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be Permitted Liens or have been or will be contemporaneously released or terminated. (h) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Borrowers Collateral Agent as additional insured, in form and each Grantor in substance reasonably satisfactory to the jurisdictions in which the Borrowers are doing business and/or in which any Collateral is located, and in which Uniform Commercial Code or Personal Property Security Law filings have been made against each Borrower, each Guarantor and each Grantor pursuant to paragraph (g) aboveAdministrative Agent. (i) The Lenders and the Agent Borrower shall have received and determined to be in form and substance satisfactory to them: (i) the most recent (dated within seven (7) days of the Closing Date) schedule and aging of accounts receivable and inventory designations of the Borrowers; (ii) evidence that the Borrowers have combined availability (that is, the sum of (x) Availability and (y) availability under the Canadian Credit Agreement) after giving effect to both the Revolving Credit Loans made on the Closing Date and extensions of credit under the Canadian Credit Agreement on the Closing Date gross cash proceeds of not less than $16,000,000;290,000,000 from the issuance of Junior Secured Notes pursuant to the Junior Secured Notes Indenture. (iiij) evidence The Administrative Agent shall be satisfied that there has been entered a final non-appealable order of confirmation consistent the Existing Subordinated Notes Transactions will be consummated substantially concurrently with the Plan of Reorganization and that unless waived by the Agent all conditions precedent Closing Date. Immediately after giving effect to the effectiveness of the Plan of Reorganization have been satisfied; (iv) a copy of a field examination of the Borrowers' books and records; (v) evidence of the compliance by the Borrowers with Sec tion 6.03 hereof; (vi) the financial statements described in Section 4.07 hereof, together with a draft of the audited financial statements for the Fiscal Year ended December 31, 1996; (vii) evidence that the Transactions are in material compliance with all material applicable laws and regulations; (viii) the Guarantees (Canadian) and the Guarantee of other transactions contemplated hereby, the Obligations by Trademark U.S.; (ix) evidence of payment of all fees owed to the Agent Borrower and the Lenders by the Borrowers Subsidiaries shall have outstanding no Indebtedness other than (a) Indebtedness outstanding under this Agreement, (b) Indebtedness outstanding under the Commitment Letter or otherwise;Senior Secured Notes Indenture, (c) Indebtedness outstanding under the Junior Secured Notes Indenture, (d) Indebtedness outstanding and set forth on Schedule 4.02(j) and (e) other Indebtedness permitted to be incurred under this Agreement in an aggregate outstanding principal amount not in excess of $1,000,000. (xk) evidence that all requisite third party consents (includingThe Lenders shall have received the financial statements and opinion referred to in Section 3.05, without limitation, consents with respect to each none of the Borrowers and each of the Grantors and Guarantors) to the Transactions have been received; (xi) copies of all major customer, supplier contracts and employment agreements with respect to each Borrower; (xii) except as set forth in Schedule 4.05 annexed hereto, evidence that there has been no which shall demonstrate a material adverse change in the business, assets, operations or financial condition of the Parent Borrower and subsidiaries since the Subsidiaries taken as a whole from (and shall not otherwise be materially inconsistent with) the financial statements or forecasts previously provided to the Lenders. (l) The Lenders shall have received a detailed consolidated budget for the fiscal year ending December 31, 1995;2011, in form and substance reasonably satisfactory to the Lenders. (xiiim) evidence The Administrative Agent shall have received a certificate from a Financial Officer of the repayment Borrower, in full of exiting credit arrangements form and substance reasonably satisfactory to the Administrative Agent, certifying that the Borrower and the termination of all commitments Subsidiaries, on a consolidated basis after giving effect to lend thereunderthe Transactions to occur on the Closing Date, and are solvent (determined in a manner consistent with the termination of all security interests securing such indebtedness as required under paragraph representation in Section 3.22). (fn) aboveThe Lenders shall have received, to the extent requested, all as set forth in documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Plan of Reorganization; andUSA PATRIOT Act. (xivo) evidence that except as disclosed in the schedule delivered pursuant to (k)(i) below there are There shall be no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority Governmental Authority now pending or to the knowledge of the Loan Parties threatened against or affecting any of the Loan Parties Borrower or any subsidiary thereof Subsidiary or any of their respective businessesbusiness, assets property or rights which of any such person that involve any of Loan Document or the Transactions. (j) The Agent and the Lenders shall have had the opportunity, if they so choose, to examine the books of account and other records and files of the Borrowers, subsidiaries, the Grantors and the Guarantors and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Eligible Receivables, payment of payroll taxes and accounts payable and formulation of an opening Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and Lenders in all material respects. (k) The Agent shall have received and had the opportunity to review and determine to be in form and substance satisfactory to it: (i) a schedule of disputed claims relating to the Plan of Reorganization and an analysis of the expected disposition thereof; (ii) copies of all real property lease agreements entered into by any of the Borrowers and Guarantors, together with appropriate landlord and/or mortgagee waivers or rent escrow arrangements with the Agent (covering at least six months rent); and (iii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers, their subsidiaries, Grantors or Guarantors which is to remain outstanding pursuant to the Plan of Reorganization, including the Senior Secured Notes.

First Borrowing. The obligations of On the Lenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedentAmendment Effective Date: (a) The Lenders All legal matters incident to this Agreement and the borrowings hereunder shall have received the favorable written opinion of counsel for the Borrowers and each of the Guarantors and Grantors, substantially in the form of Exhibit C hereto, dated the Closing Date, addressed be satisfactory to the Lenders and satisfactory their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent. (b) The Lenders Agent shall have received (i) a copy of all amendments to the certificate or articles of incorporation (or constitutive analogous documents, in each case as amended to date, ) of each of the Borrowers, the Grantors and the Guarantorssince December 1, 1994, certified as of a recent date by the Secretary of State (or in the case of the Parent, a Responsible Officer), Provincial Registrar or other appropriate official Governmental Authority) of the state (or country) of its organization, and organization or such other evidence as is reasonably satisfactory to the Agent; (ii) a certificate certif- icate as to the good standing (or other analogous certification to the extent available) of each from such Secretary of State or other official, in each case dated the Borrowers as of a recent date, from the appropriate Secretary of State (or other appropriate Governmental Authority) or such other evidence as is reasonably satisfactory to the Agent; (iiiii) a certificate of the Secretary or Assistant Secretary of each Borrower, Grantor and Guarantor, of the Borrowers dated the Closing Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of such person's Bythe by-laws (or such other analogous documents to the extent available) of such Borrower as in effect on the date of such certificate Amendment Effective Date and at all times since a date prior to the date of the resolutions described in item clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by such person's the Board of Directors of such Borrower authorizing the execution, delivery and performance of this Agreement, the Security Documents, the Notes, the other Loan Documents and the Credit Events borrowings hereunder, as applicable, and that such resolutions have not been modified, rescinded or amended and is are in full force and effect, (C) that such person's the certificate or articles of incorporation (or constitutive documents analogous documents) of such Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or other analogous certification or such other evidence reasonably satisfactory to the Agent) furnished pursuant to clause (i) above or (or in the case of a person organized under the Federal or state laws of Canada, since the date of the certified articles of incorporation furnished pursuant to (iii) above), and (D) as to the incumbency and specimen signature of each of such person's officers officer executing this Agreement, the Notes, each Security any Loan Document or any other Loan Document document delivered in connection herewith or therewith, as applicableon behalf of such Borrower; (iiiiv) a certificate of another of such person's officers officer as to the incumbency and specimen signature of its Secretarythe Secretary or Assistant Secretary executing the certificate pursuant to (iii) above; and (ivv) such other documents as the Agent Lenders or any Lender their counsel or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, may reasonably request. (c) The Agent shall have received a certificatecertificate of each of the Borrowers, dated the Closing Amendment Effective Date and signed signed, in the case of the Company, by the a Financial Officer of the Company, and, in the case of each Borrower other than the Company, a Responsible Officer of such Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Section 5.024.01. (d) Each Lender The Agent shall have received its Revolving Credit Note all Fees and Term Note duly executed by other amounts due and payable on or prior to the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereofAmendment Effective Date. (e) The Agent shall have received the Security Documents including, without limitation, the Mortgages together with title insurance (or, amendment agreement dated as appropriate, title opinions) in form, scope and amount satisfactory in all respects to the Agent and certificates evidencing the Pledged Stock, together with undated stock powers executed in blank, each duly executed by the applicable Grantors. (f) The Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Lenders of a UCC Reporter Service (or similar service in Canada), listing all effective financing statements which name as debtor any Borrower, any Guarantor or any Grantor and which are filed in the appropriate offices in the states or other applicable jurisdictions in which are located the chief executive office and other operating offices of such person, together with copies of such financing statements or of the security agreements to which such filings relate. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Agent shall have received termination statements in form and substance satisfactory to it. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement or statement under the Personal Property Security Law) required by law or reasonably requested by the Agent to be filed, registered or recorded in order to create in favor of the Agent for its own benefit and for the benefit of the Lenders a first priority perfected Lien in the Collateral (subject to the Liens permitted by Section 7.01) shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation. (h) The Agent shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code or Personal Property Security Law or comparable filings made with respect to each of the Borrowers and each Grantor in the jurisdictions in which the Borrowers are doing business and/or in which any Collateral is located, and in which Uniform Commercial Code or Personal Property Security Law filings have been made against each Borrower, each Guarantor and each Grantor pursuant to paragraph (g) above. (i) The Lenders and the Agent shall have received and determined to be in form and substance satisfactory to them: (i) the most recent (dated within seven (7) days of the Closing Date) schedule and aging of accounts receivable and inventory designations of date hereof among the Borrowers; (ii) evidence that the Borrowers have combined availability (that is, the sum of (x) Availability and (y) availability under the Canadian Credit Agreement) after giving effect to both the Revolving Credit Loans made on the Closing Date and extensions of credit under the Canadian Credit Agreement on the Closing Date of not less than $16,000,000; (iii) evidence that there has been entered a final non-appealable order of confirmation consistent with the Plan of Reorganization and that unless waived by the Agent all conditions precedent to the effectiveness of the Plan of Reorganization have been satisfied; (iv) a copy of a field examination of the Borrowers' books and records; (v) evidence of the compliance by the Borrowers with Sec tion 6.03 hereof; (vi) the financial statements described in Section 4.07 hereof, together with a draft of the audited financial statements for the Fiscal Year ended December 31, 1996; (vii) evidence that the Transactions are in material compliance with all material applicable laws and regulations; (viii) the Guarantees (Canadian) and the Guarantee of the Obligations by Trademark U.S.; (ix) evidence of payment of all fees owed to the Agent and the Lenders by the Borrowers under this Agreementlenders named therein, the Commitment Letter or otherwise; (x) evidence that all requisite third party consents (including, without limitation, consents with respect to each of the Borrowers and each of the Grantors and Guarantors) to the Transactions have been received; (xi) copies of all major customer, supplier contracts and employment agreements with respect to each Borrower; (xii) except as set forth in Schedule 4.05 annexed hereto, evidence that there has been no material adverse change in the business, assets, operations or financial condition of the Parent and subsidiaries since December 31, 1995; (xiii) evidence of the repayment in full of exiting credit arrangements and the termination of all commitments to lend thereunder, and the termination of all security interests securing such indebtedness as required under paragraph (f) above, all as set forth in the Plan of Reorganization; and (xiv) evidence that except as disclosed in the schedule delivered pursuant to (k)(i) below there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or to the knowledge of the Loan Parties threatened against or affecting any of the Loan Parties or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions. (j) The Agent and the Lenders shall have had the opportunity, if they so choose, to examine the books of account and other records and files of the Borrowers, subsidiaries, the Grantors and the Guarantors and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Eligible Receivables, payment of payroll taxes and accounts payable and formulation of an opening Borrowing Base, and the results of such examination and audit shall have been satisfactory executed and delivered to the Agent and Lenders in all material respectsAgent. (k) The Agent shall have received and had the opportunity to review and determine to be in form and substance satisfactory to it: (i) a schedule of disputed claims relating to the Plan of Reorganization and an analysis of the expected disposition thereof; (ii) copies of all real property lease agreements entered into by any of the Borrowers and Guarantors, together with appropriate landlord and/or mortgagee waivers or rent escrow arrangements with the Agent (covering at least six months rent); and (iii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers, their subsidiaries, Grantors or Guarantors which is to remain outstanding pursuant to the Plan of Reorganization, including the Senior Secured Notes.

First Borrowing. The obligations of the Lenders in respect of the first Credit Event hereunder is are subject to the following additional conditions precedent: (a1) The Lenders shall have received the favorable written opinion of counsel for the Borrowers Borrower and each of the Guarantors and Grantors, Holdings substantially in the form of Exhibit C hereto, dated the Closing Date, addressed to the Lenders and satisfactory to the Agent. (b2) The Lenders shall have received (i) a copy of the certificate or articles of incorporation or other constitutive documents, in each case as amended to date, of each of the BorrowersBorrower, the corporate or partnership Grantors and the Guarantors, certified as of a recent date by the Secretary of State (or in the case of the Parent, a Responsible Officer), Provincial Registrar or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official, in each case dated as of a recent date; (ii) a certificate of the Secretary of each Borrower, Grantor of the Borrower and Guarantorthe corporate Grantors, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's By-laws as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions resolution described in item (B) below, (B) that attached thereto is a true and complete copy of resolutions a resolution adopted by such person's Board of Directors authorizing the execution, delivery and performance of this Agreement, the Security Documents, the Notes, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolutions have resolution has not been modified, rescinded or amended and is in full force and effect, (C) that such person's certificate or articles of incorporation or constitutive documents have has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above (or in the case of a person organized under the Federal or state laws of Canada, since the date of the certified articles of incorporation furnished pursuant to (i) above), and (D) as to the incumbency and specimen signature of each of such person's officers executing this Agreement, the Notes, each Security Document or any other Loan Document delivered in connection herewith or therewith, as applicable; (iii) a certificate of another of such person's officers as to incumbency and signature of its Secretary; and (iv) such other documents as the Agent or any Lender may reasonably request. (c) The Agent shall have received a certificate, dated the Closing Date and signed by the Financial Officer of each Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Section 5.02. (d) Each Lender shall have received its Revolving Credit Note and Term Note duly executed by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereof. (e) The Agent shall have received the Security Documents including, without limitation, the Mortgages together with title insurance (or, as appropriate, title opinions) in form, scope and amount satisfactory in all respects to the Agent and certificates evidencing the Pledged Stock, together with undated stock powers executed in blank, each duly executed by the applicable Grantors. (f) The Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Lenders of a UCC Reporter Service (or similar service in Canada), listing all effective financing statements which name as debtor any Borrower, any Guarantor or any Grantor and which are filed in the appropriate offices in the states or other applicable jurisdictions in which are located the chief executive office and other operating offices of such person, together with copies of such financing statements or of the security agreements to which such filings relate. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Agent shall have received termination statements in form and substance satisfactory to it. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement or statement under the Personal Property Security Law) required by law or reasonably requested by the Agent to be filed, registered or recorded in order to create in favor of the Agent for its own benefit and for the benefit of the Lenders a first priority perfected Lien in the Collateral (subject to the Liens permitted by Section 7.01) shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation. (h) The Agent shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code or Personal Property Security Law or comparable filings made with respect to each of the Borrowers and each Grantor in the jurisdictions in which the Borrowers are doing business and/or in which any Collateral is located, and in which Uniform Commercial Code or Personal Property Security Law filings have been made against each Borrower, each Guarantor and each Grantor pursuant to paragraph (g) above. (i) The Lenders and the Agent shall have received and determined to be in form and substance satisfactory to them: (i) the most recent (dated within seven (7) days of the Closing Date) schedule and aging of accounts receivable and inventory designations of the Borrowers; (ii) evidence that the Borrowers have combined availability (that is, the sum of (x) Availability and (y) availability under the Canadian Credit Agreement) after giving effect to both the Revolving Credit Loans made on the Closing Date and extensions of credit under the Canadian Credit Agreement on the Closing Date of not less than $16,000,000; (iii) evidence that there has been entered a final non-appealable order of confirmation consistent with the Plan of Reorganization and that unless waived by the Agent all conditions precedent to the effectiveness of the Plan of Reorganization have been satisfied; (iv) a copy of a field examination of the Borrowers' books and records; (v) evidence of the compliance by the Borrowers with Sec tion 6.03 hereof; (vi) the financial statements described in Section 4.07 hereof, together with a draft of the audited financial statements for the Fiscal Year ended December 31, 1996; (vii) evidence that the Transactions are in material compliance with all material applicable laws and regulations; (viii) the Guarantees (Canadian) and the Guarantee of the Obligations by Trademark U.S.; (ix) evidence of payment of all fees owed to the Agent and the Lenders by the Borrowers under this Agreement, the Commitment Letter or otherwise; (x) evidence that all requisite third party consents (including, without limitation, consents with respect to each of the Borrowers and each of the Grantors and Guarantors) to the Transactions have been received; (xi) copies of all major customer, supplier contracts and employment agreements with respect to each Borrower; (xii) except as set forth in Schedule 4.05 annexed hereto, evidence that there has been no material adverse change in the business, assets, operations or financial condition of the Parent and subsidiaries since December 31, 1995; (xiii) evidence of the repayment in full of exiting credit arrangements and the termination of all commitments to lend thereunder, and the termination of all security interests securing such indebtedness as required under paragraph (f) above, all as set forth in the Plan of Reorganization; and (xiv) evidence that except as disclosed in the schedule delivered pursuant to (k)(i) below there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or to the knowledge of the Loan Parties threatened against or affecting any of the Loan Parties or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions. (j) The Agent and the Lenders shall have had the opportunity, if they so choose, to examine the books of account and other records and files of the Borrowers, subsidiaries, the Grantors and the Guarantors and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Eligible Receivables, payment of payroll taxes and accounts payable and formulation of an opening Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and Lenders in all material respects. (k) The Agent shall have received and had the opportunity to review and determine to be in form and substance satisfactory to it: (i) a schedule of disputed claims relating to the Plan of Reorganization and an analysis of the expected disposition thereof; (ii) copies of all real property lease agreements entered into by any of the Borrowers and Guarantors, together with appropriate landlord and/or mortgagee waivers or rent escrow arrangements with the Agent (covering at least six months rent); and (iii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers, their subsidiaries, Grantors or Guarantors which is to remain outstanding pursuant to the Plan of Reorganization, including the Senior Secured Notes.specimen

First Borrowing. The obligations of the Lenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedent: (a) The Lenders shall have received the favorable written opinion of counsel for the Borrowers and each of the Guarantors and Grantors, substantially in the form of Exhibit C hereto, dated the Closing Date, addressed to the Lenders and satisfactory to the Agent. (b) The Lenders shall have received (i) a copy of the certificate or articles of incorporation incorporation, certificate of formation or constitutive documents, in each case as amended to date, of each of the BorrowersBorrower, the Grantors Grantor and the GuarantorsGuarantor, certified as of a recent date by the Secretary of State (or in the case of the Parent, a Responsible Officer), Provincial Registrar or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official, in each case dated as of a recent date; (ii) a certificate of the Secretary of each Borrower, Grantor and Guarantor, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's By-laws or operating agreement, as the case may be, as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions resolution described in item (B) below, (B) that attached thereto is a true and complete copy of resolutions a resolution adopted by such person's Board of Directors (or comparable governing body) authorizing the execution, delivery and performance of this Agreement, the Security Documents, the Notes, Notes and the other Loan Documents and the Credit Events hereunderDocuments, as applicable, and that such resolutions have resolution has not been modified, rescinded or amended and is in full force and effect, (C) that such person's certificate or articles of incorporation or constitutive documents have has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above (or in the case of a person organized under the Federal or state laws of Canada, since the date of the certified articles of incorporation furnished pursuant to (i) above), and (D) as to the incumbency and specimen signature of each of such person's officers executing this Agreement, the Notes, each Security Document or any other Loan Document delivered in connection herewith or therewith, as applicable; (iii) a certificate of another of such person's officers as to incumbency and signature of its Secretary; and (iv) such other documents as the Agent or any Lender may reasonably request. (c) The Agent shall have received a certificate, dated the Closing Date and signed by the Financial a Responsible Officer of each Borrowerthe Borrowers, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Section 5.02. (d) Each Lender shall have received its Revolving Credit Note and Term Note duly executed by the BorrowersBorrowers (which Notes shall replace the "Revolving Credit Note" and "Term Note", respectively, issued in connection with the Original Credit Agreement, such replaced Notes to be returned to the Borrowers by the Lenders holding same, marked "cancelled" promptly after the Closing Date), payable to its order and otherwise complying with the provisions of Section 2.04 hereof. (e) The Agent shall have received (i) such amendments to or confirmations (as requested by the Agent) of the Security Documents (including, without limitation, the Mortgages Mortgage, together with title insurance such endorsements as are requested by the Agent) existing as of the Closing Date, (or, ii) such additional Security Documents (as appropriate, title opinionsrequested by the Agent) to be executed and delivered in form, scope connection with the Transactions and amount satisfactory in all respects to the Agent and (iii) certificates evidencing the Pledged Stock, (together with undated stock powers executed in blank) evidencing the Pledged Stock (including, without limitation, replacement certificates (and stock powers) indicating that Enterprises is the holder of the Pledged Stock consisting of stock of Millbrook), each duly executed by the applicable Grantors. (f) The Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Lenders of a UCC Reporter Service (or similar service in Canada)Service, listing all effective financing statements which name as debtor any Borrower, any Guarantor or any Grantor Manischewitz and which are filed in the appropriate offices in the states or other applicable jurisdictions States in which are located the chief executive office and other operating offices of such person, together with copies of such financing statements or of the security agreements to which such filings relatestatements. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Agent shall have received termination statements in form and substance reasonably satisfactory to it. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement or statement under the Personal Property Security Lawstatement) required by law or reasonably requested by the Agent to be filed, registered or recorded in order to create in favor of the Agent for its own benefit and for the benefit of the Lenders a first priority perfected Lien security interest in the Collateral (subject to acquired in connection with the Liens permitted by Section 7.01) Manischewitz Acquisition shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation. (h) The Agent shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code or Personal Property Security Law or comparable filings made with respect to each of the Borrowers and each Grantor Manischewitz in the jurisdictions in which the Borrowers are Manischewitz is doing business and/or in which any Collateral is located, and in which Uniform Commercial Code or Personal Property Security Law filings have been made against each Borrower, each Guarantor and each Grantor Manischewitz pursuant to paragraph (g) above. (i) The Lenders and the Agent shall have received and determined to be in form and substance satisfactory to them: (i) the most recent (dated within seven (7) days of the Closing Date) schedule and aging of accounts receivable and inventory designations of the Borrowers; (ii) evidence that the Borrowers have combined availability at least $35,000,000 of Availability on the Closing Date (that is, the sum of (x) Availability and (y) availability under the Canadian Credit Agreement) after giving effect to both the Revolving Credit Loans made on Transactions and the Closing Date and extensions of credit under the Canadian Credit Agreement on the Closing Date of not less than $16,000,000Holdings Transactions); (iii) evidence that there has been entered a final non-appealable order of confirmation consistent with the Plan of Reorganization and that unless waived by the Agent all conditions precedent to the effectiveness of the Plan of Reorganization have been satisfied; (iv) a copy of a field examination of the Borrowers' books and records; (vii) evidence of the compliance by the Borrowers with Sec tion Section 6.03 hereof; (viiii) the financial statements described in Section 4.07 hereof, together with a draft of the audited ; (iv) internal management prepared financial statements for Manischewitz for the Fiscal Year month ended December 31February 28, 19961998; (viiv) evidence that the Transactions are in material compliance with all material applicable laws and regulations; (viii) the Guarantees (Canadian) and the Guarantee of the Obligations by Trademark U.S.; (ixvi) evidence of payment of all fees fees, costs and expenses owed to the Agent, the Co-Agent and the Lenders by the Borrowers under this Agreement, the Commitment Fee Letter or otherwise; (xvii) evidence that all requisite third party consents (including, without limitation, consents with respect to each of the Borrowers and each of the Grantors and Guarantors) to the Transactions have been received, except where the failure to obtain certain consents would not have a Material Adverse Effect; (xiviii) copies a schedule of all major customersubsidiaries and Affiliates of the Borrowers and the Guarantors; (ix) a schedule of all material customer contracts, supplier contracts, licensing agreements and other material contracts and employment agreements with respect to each BorrowerManischewitz; (xiix) except as set forth in Schedule 4.05 annexed hereto, evidence that there has been no material adverse change in the business, assets, operations or financial condition of the Parent (x) Millbrook and its subsidiaries since December 31,1997 or (y) Manischewitz and its subsidiaries since January 31, 19951998; (xiiixi) evidence of the repayment in full of exiting credit arrangements with respect to Manischewitz and the termination of all commitments to lend thereunder, and the termination of all security interests securing such indebtedness as required under paragraph (f) above, all as set forth in the Plan of Reorganization; and (xivxii) a schedule of all pending litigation of the Borrowers and the Guarantors and evidence that except as disclosed in the schedule delivered pursuant to (k)(i) below there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or to the knowledge of the Loan Parties threatened in writing against or affecting any of the Loan Parties a Borrower or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions. (j) The Agent has received environmental reports and/or information with respect to real property owned by Manischewitz and the Lenders shall have had the opportunity, if they so choose, to examine the books of account and other records and files of the Borrowers, subsidiaries, the Grantors and the Guarantors and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Eligible Receivables, payment of payroll taxes and accounts payable and formulation of an opening Borrowing Base, and the results of has determined that such examination and audit shall have been satisfactory to the Agent and Lenders in all material respects. (k) The Agent shall have received and had the opportunity to review and determine to be reports and/or information is in form and substance satisfactory to it: (i) a schedule of disputed claims relating to the Plan of Reorganization and an analysis of the expected disposition thereof; (ii) copies of all real property lease agreements entered into by any of the Borrowers and Guarantors, together with appropriate landlord and/or mortgagee waivers or rent escrow arrangements with the Agent (covering at least six months rent); and (iii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers, their subsidiaries, Grantors or Guarantors which is to remain outstanding pursuant to the Plan of Reorganization, including the Senior Secured Notes.

First Borrowing. The obligations of On the Lenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedentClosing Date: (a) The Administrative Agent and the Lenders shall have received received, on behalf of itself and the Lenders, a favorable written opinion of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Borrowers Borrower, in such form and each of the Guarantors and Grantors, substantially in the form of Exhibit C hereto, dated the Closing Date, addressed to the Lenders and substance reasonably satisfactory to the AgentRequired Lenders. (b) The Administrative Agent and the Lenders shall have received (i) a copy of the certificate or articles of incorporation or constitutive documentsformation (or equivalent thereof), in each case as amended to dateincluding all amendments thereto, of each of the BorrowersLoan Party (as applicable, the Grantors and the Guarantors“Loan Party Governance Documents”), certified as of a recent date by the Secretary of State (or in the case of the Parent, a Responsible Officer), Provincial Registrar or other appropriate official equivalent thereof) of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or other official, in each case dated as of a recent dateequivalent thereof); (ii) a certificate of the Secretary or Assistant Secretary of each Borrower, Grantor and Guarantor, Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's Bythe by-laws or limited liability company agreement, as applicable, of such Loan Party as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in item clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or members, or other applicable governing body, of such person's Board of Directors Loan Party authorizing the execution, delivery and performance of this Agreementthe Loan Documents to which such Person is a party and, in the case of the Borrower, the Security Documents, the Notes, the other Loan Documents and the Credit Events borrowings hereunder, as applicable, and that such resolutions have not been modified, rescinded or amended and is are in full force and effect, (C) that the Loan Party Governance Documents of such person's certificate or articles of incorporation or constitutive documents Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above (or in the case of a person organized under the Federal or state laws of Canada, since the date of the certified articles of incorporation furnished pursuant to sub-clause (i) above), and (D) as to the incumbency and specimen signature of each of such person's officers officer executing this Agreement, the Notes, each Security any Loan Document or any other Loan Document document delivered in connection herewith or therewith, as applicableon behalf of such Loan Party; (iii) a certificate of another of such person's officers officer as to the incumbency and specimen signature of its Secretarythe Secretary or Assistant Secretary executing the certificate pursuant to sub-clause (ii) above; and (iv) such other documents as the Lenders or the Administrative Agent or any Lender may reasonably request. (c) The Administrative Agent and the Lenders shall have received a certificate, dated the Closing Date and signed by the a Financial Officer of each the Borrower, confirming compliance with the conditions precedent set forth in paragraphs clauses (b) and (c) of Section 5.01 hereof and the conditions set forth in this Section 5.024.01. (di) Each Lender The Administrative Agent shall have received its Revolving Credit Note an executed Agent Fee Letter and Term Note duly executed (ii) the Administrative Agent and the Lenders shall have received all Fees and other amounts due and payable pursuant to any Loan Document on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereofBorrower under any Loan Document. (e) The Agent Security Documents shall have received the Security Documents including, without limitation, the Mortgages together with title insurance (or, as appropriate, title opinions) in form, scope and amount satisfactory in all respects to the Agent and certificates evidencing the Pledged Stock, together with undated stock powers executed in blank, each been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the applicable GrantorsClosing Date. The Administrative Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (f) The Administrative Agent and the Lenders shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory a Perfection Certificate with respect to the Lenders Loan Parties dated the Closing Date and duly executed by a Responsible Officer of a UCC Reporter Service (or similar service in Canada), listing all effective financing statements which name as debtor any the Borrower, any Guarantor or any Grantor and which are filed in the appropriate offices in the states or other applicable jurisdictions in which are located the chief executive office and other operating offices of such person, together with copies of such financing statements or of the security agreements to which such filings relate. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Agent shall have received termination statements in form and substance satisfactory to it. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement or statement under the Personal Property Security Law) required by law or reasonably requested by the Agent to be filed, registered or recorded in order to create in favor of the Agent for its own benefit and for the benefit of the Lenders a first priority perfected Lien in the Collateral (subject to the Liens permitted by Section 7.01) shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation. (h) The Agent shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code filings (or Personal Property Security Law or comparable filings equivalent filings) made with respect to each the Loan Parties in the states (or other jurisdictions) of formation of such Persons, as indicated on such Perfection Certificate, together with copies of the Borrowers and each Grantor in the jurisdictions in which the Borrowers are doing business and/or in which any Collateral is locatedfinancing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Required Lenders that the Liens indicated in which Uniform Commercial Code any such financing statement (or Personal Property Security Law filings similar document) would be permitted under Section 6.02 or have been made against each Borrower, each Guarantor and each Grantor pursuant to paragraph or will be contemporaneously released or terminated. (g) aboveThe Administrative Agent and the Lenders shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which (i) shall be reasonably acceptable to the Required Lenders and (ii) except as otherwise agreed by the Required Lenders in their sole discretion, shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement or to name the Administrative Agent as additional insured, as applicable, in form and substance reasonably satisfactory to the Required Lenders. (h) The Administrative Agent and the Lenders shall have received (i) the Subordination Agreement, duly executed by the parties thereto and in full force and effect on the Closing Date and (ii) the JV Consent Documents permitting the granting of Liens, in favor of the Administrative Agent (for the benefit of the Secured Parties), in all of the Equity Interests held by any Loan Party in the Alpha Steel JV. (i) The Lenders and the Agent shall have received and determined to be in form and substance satisfactory to them: (i) the most recent (dated within seven (7) days of the Closing Date) schedule and aging of accounts receivable and inventory designations of the Borrowers; (ii) evidence that the Borrowers have combined availability (that is, the sum of (x) Availability and (y) availability under the Canadian Credit Agreement) after giving effect to both the Revolving Credit Loans made on the Closing Date and extensions of credit under the Canadian Credit Agreement on the Closing Date of not less than $16,000,000; (iii) evidence that there has been entered a final non-appealable order of confirmation consistent with the Plan of Reorganization and that unless waived by the Agent all conditions precedent to the effectiveness of the Plan of Reorganization have been satisfied; (iv) a copy of a field examination of the Borrowers' books and records; (v) evidence of the compliance by the Borrowers with Sec tion 6.03 hereof; (vi) the financial statements described in Section 4.07 hereof, together with a draft of the audited financial statements for the Fiscal Year ended December 31, 1996; (vii) evidence that the Transactions are in material compliance with all material applicable laws and regulations; (viii) the Guarantees (Canadian) and the Guarantee of the Obligations by Trademark U.S.; (ix) evidence of payment of all fees owed to the Administrative Agent and the Lenders shall have received executed copies of the Subordinated Debt Documents, duly executed by the Borrowers under this Agreementparties thereto and in full force and effect on the Closing Date, the Commitment Letter or otherwise; (x) evidence that all requisite third party consents (including, without limitation, consents with respect to each certified by a Responsible Officer of the Borrowers Borrower as true and each of the Grantors and Guarantors) to the Transactions have been received; (xi) correct copies of all major customer, supplier contracts and employment agreements with respect to each Borrower; (xii) except as set forth in Schedule 4.05 annexed hereto, evidence that there has been no material adverse change in the business, assets, operations or financial condition of the Parent and subsidiaries since December 31, 1995; (xiii) evidence of documents executed in connection with the repayment in full of exiting credit arrangements and the termination of all commitments to lend thereunder, and the termination of all security interests securing such indebtedness as required under paragraph (f) above, all as set forth in the Plan of Reorganization; and (xiv) evidence that except as disclosed in the schedule delivered pursuant to (k)(i) below there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or to the knowledge of the Loan Parties threatened against or affecting any of the Loan Parties or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the TransactionsSubordinated Indebtedness. (j) The Administrative Agent and the Lenders shall have had received a certificate from the opportunity, if they so choose, to examine the books of account and other records and files chief financial officer of the Borrowers, subsidiaries, Borrower certifying that each of the Grantors and the Guarantors and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Eligible Receivables, payment of payroll taxes and accounts payable and formulation of an opening Borrowing Base, and the results of such examination and audit shall have been satisfactory Loan Parties after giving effect to the Agent and Lenders in all material respectsTransactions to occur on the Closing Date, is solvent. (k) All requisite Governmental Authorities and third parties (subject to approval of the Special Meeting Matters) shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (l) The Governance Rights Side Letter shall have been duly executed by the Borrower, shall be in full force and effect on the Closing Date. (m) The Administrative Agent and the Lenders shall have received, to the extent requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Without limiting the generality of the provisions of Article VIII, for purposes of determining compliance with the conditions precedent specified in this Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.02 to be consented to or approved by or acceptable or satisfactory to a Lender, unless the Administrative Agent shall have received and had the opportunity to review and determine to be in form and substance satisfactory to it: (i) a schedule of disputed claims relating notice from such Lender prior to the Plan of Reorganization and an analysis of the expected disposition thereof; (ii) copies of all real property lease agreements entered into by any of the Borrowers and Guarantors, together with appropriate landlord and/or mortgagee waivers or rent escrow arrangements with the Agent (covering at least six months rent); and (iii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers, their subsidiaries, Grantors or Guarantors which is to remain outstanding pursuant to the Plan of Reorganization, including the Senior Secured Notesproposed Closing Date specifying its objection thereto.