Common use of First Borrowing Clause in Contracts

First Borrowing. On the date hereof: (a) Each Bank shall have received a duly executed Note complying with the provisions of Section 2.04. (b) The Agent shall have received the favorable written opinion of Fran▇ ▇. ▇▇▇▇▇▇▇, ▇▇unsel to the Borrower, to the effect set forth in Exhibit D hereto which shall be dated the date hereof, addressed to the Banks and satisfactory to the Banks. (c) The Agent shall have received (i) a copy of the certificate of incorporation or articles of incorporation, as the case may be, as amended, of the Borrower certified by the Secretary of State of the state of its incorporation as of a recent date, and a certificate as to the good standing of and charter documents filed by the Borrower from such Secretary of State, dated as of a recent date; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the date hereof and certifying (A) that attached thereto is a true and complete copy of the By-laws of the Borrower as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions of such corporation described in item (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing the execution, delivery and performance of all Loan Documents, the Borrowings by the Borrower hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation or articles of incorporation of the Borrower have not been amended since the date of the certification thereof furnished pursuant to (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection therewith; (iii) a certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of the Borrower; and (iv) such other documents as the Banks or their counsel or Cravath, Swaine & Moor▇, counsel for or the Agent, may reasonably request. (d) The Revolving Credit Commitment (as defined in the Existing Credit Agreement) of each bank under the Existing Credit Agreement shall have been terminated on the date hereof, all Revolving Credit Loans (as defined in the Existing Credit Agreement) outstanding and other amounts owed to the banks thereunder (including Term Loans (as defined in the Existing Credit Agreement) outstanding) shall have been paid in full on the date hereof. (e) All legal matters incident to the Loan Documents, the Loans to be made on such date and the Transactions shall be satisfactory from a legal point of view to Cravath, Swaine & Moor▇, counsel for the Agent.

First Borrowing. On the date hereofClosing Date: (a) Each Bank shall have received a duly executed Note complying with the provisions of Section 2.04. (b) The Administrative Agent shall have received received, on behalf of itself and the Lenders, a favorable written opinion of Fran▇▇▇▇▇▇ ▇. & ▇▇▇▇▇▇▇▇ LLP, ▇▇unsel to counsel for the Borrower, to the effect set forth in Exhibit D hereto which shall be (A) dated the date hereofClosing Date, (B) addressed to the Banks Administrative Agent and the Lenders and (C) covering such other matters relating to the Loan 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 BanksLenders and the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate of incorporation or articles of incorporation, as the case may be, as amendedincluding all amendments thereto, of the Borrower each Loan Party, certified as of a recent date by the Secretary of State of the state of its incorporation as of a recent dateorganization, and a certificate as to the good standing of and charter documents filed by the Borrower each Loan Party as of a recent date, from such Secretary of State, dated as of a recent date; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower, each Loan Party dated the date hereof Closing Date and certifying (A) that attached thereto is a true and complete copy of the Byby-laws of the Borrower 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 of such corporation 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 the Borrower such Loan Party authorizing the execution, delivery and performance of all the Loan DocumentsDocuments to which such Person is a party and, in the case of the Borrower, the Borrowings by the Borrower borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation or articles of incorporation of the Borrower such Loan Party have not been amended since the date of the certification thereof last amendment thereto shown on the certificate of good standing furnished pursuant to sub-clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection therewithherewith on behalf of such Loan Party; (iii) a certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of executing the Borrowercertificate pursuant to sub-clause (ii) above; and (iv) such other documents as the Banks or their counsel or Cravath, Swaine & Moor▇, counsel for Lenders or the Agent, Administrative Agent may reasonably request. (d) The Revolving Credit Commitment Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in clauses (as defined in the Existing Credit Agreementb) and (c) of each bank under the Existing Credit Agreement shall have been terminated on the date hereof, all Revolving Credit Loans (as defined in the Existing Credit Agreement) outstanding and other amounts owed to the banks thereunder (including Term Loans (as defined in the Existing Credit Agreement) outstanding) shall have been paid in full on the date hereofSection 4.01. (e) All legal matters incident The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Security Documents shall have 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 the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (g) The Administrative Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each case 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 under Section 6.02 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 (i) shall be reasonably acceptable to the Loans Administrative Agent and (ii) except as otherwise agreed by the Administrative Agent in its sole discretion, shall be endorsed or otherwise amended to be made on such date include a customary lender’s loss payable endorsement and to name the Administrative Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. (i) Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, and (b) Indebtedness set forth on Schedule 6.01. (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 shall have received a certificate from the chief financial officer of the Borrower certifying that each of the Loan Parties after giving effect to the Transactions to occur on the Closing Date, is solvent. (l) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, a management rights letter in favor of the Lenders. (m) All requisite Governmental Authorities (including any Applicable Insurance Regulatory Authority) 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 satisfactory from a legal point of view any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to Cravathrestrain, Swaine & Moor▇prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (n) The Administrative Agent and the Lenders shall have received, counsel for to the Agentextent requested, at least five Business Days prior to the Closing Date, all documentation, including the applicable IRS Form W-9, an appropriate IRS Form W-8 or such other 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.

First Borrowing. On The obligation of the date hereofBanks to make Loans hereunder on the Closing Date is subject to the following additional conditions precedent: (a) Each Bank The Administrative Agent, on behalf of the Banks, shall have received a duly executed Note complying with the provisions of Section 2.04. (b) The Agent shall have received the favorable written opinion of Fran▇ ▇. ▇▇▇▇▇▇▇the Company's counsel, ▇▇unsel to substantially in the Borrower, to the effect form set forth in as Exhibit D hereto which shall be C hereto, dated the date hereofEffective Date, addressed to the Banks and satisfactory to the Banks. (b) As of the Effective Date, all legal matters incident to this Agreement and the Borrowings hereunder shall be satisfactory to Cravath, Swaine & Moore, special counsel for the Arranger and the Adminis▇▇▇▇▇ve Agent. (c) The Agent On or before the Effective Date, the Adminis trative Agent, on behalf of the Banks, shall have received (i) a copy of the Company's certificate of incorporation or articles of incorporationorganization and all amendments thereto, as the case may be, as amended, of the Borrower certified by the Secretary of State of the state of its incorporation as of a recent date, and Delaware; (ii) a certificate as to the good standing of and charter documents filed by the Borrower from such Secretary of State, dated as of a recent date, as to the good standing, legal existence and charter documents of the Company on file in the office of such Secretary of State; (iiiii) a certificate of the Secretary Secre tary or an Assistant Secretary of the Borrower, Company dated the date hereof Effective Date and certifying (A) that attached thereto is a true and complete copy of the Byby-laws of the Borrower Company as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions of such corporation described in item (B) belowcertificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower Company authorizing the execution, delivery and performance per formance of all Loan Documents, this Agreement (and any Notes) and the Borrowings by the Borrower hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation or articles of incorporation of the Borrower have Company has not been amended since the date of the certification thereof last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (iii) above, above and (D) as to the incumbency and specimen signature of each officer of the Company executing any Loan Document this Agreement or any other document delivered in connection herewith or therewith; (iiiiv) a certificate of another certificate, dated the Closing Date and signed by the principal executive officer and the principal financial officer of the Borrower as to Company, confirming compliance with the incumbency and specimen signature of the Secretary or such Assistant Secretary of the Borrower; conditions precedent set forth in paragraphs (b) and (ivc) of Section 4.01 and (v) such other documents as the Banks or their counsel any Bank or Cravath, Swaine & Moor▇Moore, special counsel for or the Arranger and the Adminis▇▇▇▇▇ve Agent, may reasonably request. (d) The Revolving As of the Effective Date, all rights and obligations of the Company under or with respect to the Syndicated Credit Commitment (Facility Agreement dated as defined in the Existing Credit Agreement) of each bank under the Existing Credit August 10, 1990, including any notes issued and outstanding thereunder, shall have been terminated or repaid and such Agreement shall have been terminated on the date hereof, all Revolving Credit Loans (as defined in the Existing Credit Agreement) outstanding and other amounts owed to the banks thereunder (including Term Loans (as defined in the Existing Credit Agreement) outstanding) shall have been paid in full on the date hereofterminated. (e) All legal matters incident to the Loan Documents, the Loans to be made on such date and the Transactions shall be satisfactory from a legal point of view to Cravath, Swaine & Moor▇, counsel for the Agent.

First Borrowing. On The obligations of the date hereofLender in respect of the first Credit Event hereunder are subject to the following additional conditions precedent: (a) Each Bank The Lender shall have received a duly executed Note complying with the provisions favourable written opinion of Section 2.04Ontario, Quebec, New York and New Brunswick counsel for the Borrower and each Guarantor and Grantor, dated the Closing Date, addressed to the Lender and satisfactory to the Lender. (b) The Agent shall have received the favorable written opinion of Fran▇ ▇. ▇▇▇▇▇▇▇, ▇▇unsel to the Borrower, to the effect set forth in Exhibit D hereto which shall be dated the date hereof, addressed to the Banks and satisfactory to the Banks. (c) The Agent Lender shall have received (i) a copy of the certificate or articles of incorporation or articles of incorporationconstitutive documents, in each case as the case may be, as amendedamended to date, of the Borrower and Apparel Canada and Trademark Canada, certified by the Secretary of State of the state of its incorporation as of a recent datedate by the Provincial Registrar, or other appropriate official of the jurisdiction of its organization and updated (from the government certificate to the Closing Date) by a Responsible Officer, and a certificate as to the good standing of and charter documents filed by the Borrower each from such Secretary of Stateofficial, in each case dated as of a recent date; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the date hereof Closing Date and certifying (A) that attached thereto is a true and complete copy of the such person's By-laws of the Borrower as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions of such corporation described in item (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by such person's sole shareholder or in the Board case of Directors of Trademark Canada its shareholders pursuant to the Borrower applicable unanimous shareholders agreement authorizing the execution, delivery and performance of all Loan this Agreement, the Security Documents, the Borrowings by Promissory Note, the Borrower other Loan Documents and the Credit Events hereunder, as applicable, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation or articles of incorporation of the Borrower have not been amended since the date of the certification thereof furnished pursuant to (i) above, and (D) as to the incumbency and specimen signature of each officer of such person's officers executing any Loan this Agreement, the Promissory Note, each Security Document or any other document Loan Document delivered in connection herewith or therewith, as applicable; (iii) a certificate of another officer of the Borrower such person's officers as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of the Borrowerits Secretary; and (iv) such other documents as the Banks or their counsel or Cravath, Swaine & Moor▇, counsel for or the Agent, Lender may reasonably request. (c) The Lender shall have received a certificate, dated the Closing Date and signed by the Financial Officer of 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) The Revolving Credit Commitment (as defined in the Existing Credit Agreement) of each bank under the Existing Credit Agreement Lender shall have been terminated on received the date hereofPromissory Note duly executed by the Borrower, all Revolving Credit Loans (as defined in payable to its order and otherwise complying with the Existing Credit Agreement) outstanding and other amounts owed to the banks thereunder (including Term Loans (as defined in the Existing Credit Agreement) outstanding) shall have been paid in full on the date provisions of Section 2.04 hereof. (e) All legal matters incident The Lender shall have received, duly executed and delivered the Security Documents including, without limitation, the Chase U.S. Letter of Credit, Security Agreements, the Pledge Agreement, the Quebec Pledge Agreement, the Bank Act Security, the Guarantee of Trademark Canada and the Guarantee of Apparel Canada, the Security Agreement (Intellectual Property), the Mortgage together with a title opinion from counsel of the Borrower and an agreement between National Bank of Canada, the Borrower, Apparel Canada and the Lender relating to the Loan Documentsoperation of the Concentration Accounts and a tripartite agreement between the Lender, the Loans Borrower and Royal Bank of Canada with respect to the Domestic Letters of Credit in form, scope and amount satisfactory in all respects to the Lender. (f) The Lender shall have received certified copies or a certified print-out from the Ministry of Consumer and Commercial Relations (Ontario) or on Form UCC-11 of a UCC Reporter Service or certified statements of the registration of rights issued by the registrar of the register of personal and movable real rights established pursuant to the Civil Code of Quebec (the "Register") or certificates satisfactory to the Lender listing all effective financing statements and/or rights registered in the Register and duplicate registered copies of the Security Documents which name as debtor the Borrower, any guarantor of the Obligations or any Grantor or the Parent and which are filed in all appropriate offices in the provinces, states or other applicable jurisdictions in which are located the chief executive office and other operating offices of such person, or any part of the collateral is located together with copies of such certified statements, financing statements or of the security agreements to which such filings relate. With respect to any Liens not permitted pursuant to Section 7.01 of the U.S. Credit Agreement, the Lender shall have received termination statements or discharges/cancellations in form and substance satisfactory to it. (g) Each document (including, without limitation, each financing statement under the Personal Property Security Law and the Notice of Intention under the Bank Act) required by law or reasonably requested by the Lender to be filed, registered or recorded in order to create in favour of the Lender a first priority perfected Lien in the Collateral (subject to the Liens permitted by Section 7.01 of the U.S. Credit Agreement) 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 Lender shall have received certified statements issued by the registrar of the Register, an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation. (h) The Lender shall have received the results of a search of tax and other Liens and judgments and of security searches under the Personal Property Security Law and Bank Act or a search of comparable filings made on such date with respect to the Borrower and each Grantor in the jurisdictions in which the Borrower is doing business and/or in which any Collateral is located, and in which Personal Property Security Law filings have been made against the Borrower, each Guarantor and each Grantor pursuant to paragraph (g) above. (i) the Lender and Chase U.S. shall each have received and determined to be in form and substance satisfactory to them: (A) the most recent (dated within seven (7) days of the Closing Date) schedule and aging of accounts receivable and inventory designations of the Borrower; (B) evidence that all conditions precedent to the first Loan under the U.S. Credit Agreement have been satisfied or waived; (C) 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 Lender all conditions precedent to the effectiveness of the Plan of Reorganization have been satisfied; (D) a copy of a field examination of the Borrower's books and records; (E) evidence of the compliance by the Borrower with all insurance requirements as set out in the U.S. Credit Agreement; (F) 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; (G) evidence that the Transactions are in material compliance with all material applicable laws and regulations; (H) evidence of payment of all fees owed to the Lender by the Borrower under this Agreement or otherwise; (I) evidence that all requisite third party consents (including, without limitation, consents with respect to the Borrower and each of the Grantors and Guarantors) to the Transactions have been received; (J) copies of all major Customer, supplier contracts and employment agreements with respect to the Borrower; (K) 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 or any subsidiaries, including, without limitation, the Borrower since December 31, 1995; (L) evidence of the repayment in full of exiting credit arrangements and the Transactions termination of all commitments to lend thereunder, and the termination of all Liens securing such Indebtedness as required under paragraph (f) above, all as set forth in the Plan of Reorganization; and (M) 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 Lender shall have had the opportunity, at the Lender's option, to examine the books of account and other records and files of the Borrower and its subsidiaries, 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 Lender in all material respects. (k) The Lender shall have received and had the opportunity to review and determine to be in form and substance satisfactory from to it: (i) a legal point schedule of view disputed claims relating to Cravaththe Plan of Reorganization and an analysis of the expected disposition thereof; (ii) copies of all real property lease agreements entered into by the Borrower, Swaine & Moor▇together with appropriate landlord and/or mortgagee waivers with the Lender; and (iii) copies of all loan agreements, counsel notes and other documentation evidencing Indebtedness for borrowed money of the AgentBorrower and its subsidiaries, which is to remain outstanding pursuant to the Plan of Reorganization, including the Senior Secured Notes.

First Borrowing. On The obligations of the date hereofLenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedent: (a) Each Bank shall have received a duly executed Note complying with the provisions of Section 2.04. (b1) The Agent Lenders shall have received the favorable written opinion of Fran▇ ▇. ▇▇▇▇▇▇▇counsel for the Borrowers and each of the Guarantors and Grantors, ▇▇unsel to substantially in the Borrowerform of Exhibit C hereto, to the effect set forth in Exhibit D hereto which shall be dated the date hereofClosing Date, addressed to the Banks Lenders and satisfactory to the BanksAgent. (c2) The Agent Lenders shall have received (i) a copy of the certificate or articles of incorporation or articles of incorporationconstitutive documents, in each case as the case may be, as amendedamended to date, of each of the Borrower Borrowers, the Grantors and the Guarantors, certified as of a recent date by the Secretary of State or other appropriate official of the state of its incorporation as of a recent dateorganization, and a certificate as to the good standing of and charter documents filed by the Borrower each from such Secretary of StateState or other official, in each case dated as of a recent date; (ii) a certificate of the Secretary or an Assistant Secretary of the each Borrower, Grantor and Guarantor, dated the date hereof Closing Date and certifying (A) that attached thereto is a true and complete copy of the such person's By-laws of the Borrower as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions of such corporation resolution described in item (B) below, (B) that attached thereto is a true and complete copy of resolutions duly a resolution adopted by the such person's Board of Directors of the Borrower authorizing the execution, delivery and performance of all Loan Documentsthis Agreement, the Borrowings by other Loan Documents and the Borrower Credit Events hereunder, as applicable, and that such resolutions have resolution has not been modified, rescinded or amended and are is in full force and effect, (C) that the such person's certificate of incorporation or articles of incorporation of the Borrower have or constitutive documents has not been amended since the date of the certification thereof last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above, and (D) as to the incumbency and specimen signature of each officer of such person's officers executing any Loan Document this Agreement or any other document Loan Document delivered in connection herewith or therewith, as applicable; (iii) a certificate of another officer of the Borrower such person's officers as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of the Borrowerits Secretary; and (iv) such other documents as the Banks Agent or their counsel or Cravath, Swaine & Moor▇, counsel for or the Agent, any Lender may reasonably request. (d3) The Revolving Credit Commitment 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 (as defined in the Existing Credit Agreementb) and (c) of each bank under Section 5.01 hereof and the Existing Credit Agreement conditions set forth in this Section 5.02. (4) The Lenders and the Agent shall have been terminated on received and determined to be in form and substance satisfactory to them: (1) evidence of the date compliance by the Borrowers with Section 6.03 hereof; (2) the financial statements described in Section 4.07 hereof; (3) evidence that the Transactions are in compliance with all applicable laws and regulations (including, without limitation, all Revolving Credit Loans applicable environmental regulations); (as defined in 4) evidence of the Existing Credit Agreementextension by CIT of the term of each of the Notification Factoring Agreements, each dated April 28, 1998, from March 31, 1999 to March 31, 2000; (5) outstanding and other amounts evidence of payment of all fees owed to the banks thereunder Agent and the Lenders by the Borrowers under this Agreement or otherwise; (including Term Loans 6) evidence that all requisite third party consents (as defined including, without limitation, consents with respect to each of the Borrowers and each of the Grantors and Guarantors) to the Transactions have been received; (7) evidence that there has been no material adverse change in the Existing Credit Agreement) outstanding) shall have been paid in full on business, assets, operations or financial condition of the date hereof.Parent and its Subsidiaries since June 30, 1998; and (e) All legal matters incident to 8) evidence that 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 threatened against or affecting the Loan DocumentsParent or any of its Subsidiaries or any of their respective businesses, assets or rights which involve any of the Loans to be made on such date and the Transactions shall be satisfactory from a legal point of view to Cravath, Swaine & Moor▇, counsel for the AgentTransactions.

First Borrowing. On The ▇▇▇▇▇▇▇▇▇ns of the date hereof:Lenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedent (it being agreed that the condition described in paragraph (i)(xi) of this Section 5.02 has been satisfied prior to the Closing Date): (a) Each Bank shall have received a duly executed Note complying with the provisions of Section 2.04. (b) The Agent Lenders shall have received the favorable written opinion of Fran▇ ▇. ▇▇▇▇▇▇▇counsel for the Borrower and each of the Guarantors and Grantors, ▇▇unsel to the Borrower, to the effect set forth in Exhibit D hereto which shall be dated the date hereofClosing Date, addressed to the Banks Lenders and satisfactory to the BanksAgent. (cb) The Agent Lenders shall have received (i) a copy of the certificate or articles of incorporation or articles of incorporationconstitutive documents, in each case as the case may be, as amendedamended to date, of each of the Borrower Borrower, the Grantors and the Guarantors, certified as of a recent date by the Secretary of State or other appropriate official of the state of its incorporation as of a recent dateorganization, and a certificate as to the good standing of and charter documents filed by the Borrower each from such Secretary of StateState or other official, and a certificate of good standing from the appropriate official of each state in which it is qualified to do business, in each case dated as of a recent date; (ii) a certificate of the Secretary or an Assistant Secretary of each of the Borrower, Grantor and Guarantor, dated the date hereof Closing Date and certifying (A) that attached thereto is a true and complete copy of the such person's By-laws of the Borrower as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions of such corporation resolution described in item (B) below, (B) that attached thereto is a true and complete copy of resolutions duly a resolution adopted by the such person's Board of Directors of the Borrower authorizing the execution, delivery and performance of all Loan this Agreement, the Security Documents, the Borrowings by Notes, the Borrower other Loan Documents and the Credit Events hereunder, as applicable, and that such resolutions have resolution has not been modified, rescinded or amended and are is in full force and effect, (C) that the such person's certificate of incorporation or articles of incorporation of the Borrower have or constitutive documents has not been amended since the date of the certification thereof last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above, and (D) as to the incumbency and specimen signature of each officer of such person's officers executing any Loan this Agreement, the Notes, each Security Document or any other document Loan Document delivered in connection herewith or therewith, as applicable; (iii) a certificate of another officer of the Borrower such person's officers as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of the Borrowerits Secretary; and (iv) such other documents as the Banks Agent or their counsel or Cravath, Swaine & Moor▇, counsel for or the Agent, any Lender may reasonably request. (c) The Agent shall have received a certificate, dated the Closing Date and signed by the Financial Officer of 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) The Each Lender shall have received its Revolving Credit Commitment (as defined in the Existing Credit Agreement) of each bank under the Existing Credit Agreement shall have been terminated on the date hereof, all Note and its Reducing Revolving Credit Loans (as defined Note, in each case, duly executed by the Existing Credit Agreement) outstanding Borrower, payable to its order and other amounts owed to otherwise complying with the banks thereunder (including Term Loans (as defined in the Existing Credit Agreement) outstanding) shall have been paid in full on the date provisions of Section 2.04 hereof. (e) All legal matters incident The Agent shall have received the Security Documents 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 Loan DocumentsLenders of a UCC Reporter Service, listing all effective financing statements which name as debtor the Borrower, any Guarantor or any Grantor and which are filed in the appropriate offices in the States in which are located the chief executive office and other operating offices of such person, together with copies of such financing statements. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Loans 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) required by law or 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 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 made with respect to the Borrower and each Grantor in the jurisdictions in which the Borrower is doing business and/or in which any Collateral is located, and in which Uniform Commercial Code filings have been made against the Borrower, each Guarantor and each Grantor pursuant to paragraph (g) above. (i) The Agent and the Collateral Monitor shall have received and determined to be in form and substance satisfactory to them: (i) the most recent (dated within thirty (30) days of the Closing Date) schedule and aging of accounts receivable and inventory designations of the Borrower; (ii) a certificate prepared by the Borrower setting forth the Borrowing Base on the Closing Date and evidencing that the Borrower has not less than $7,000,000 in Availability on such date date; (iii) evidence (which may consist of the certificate to be provided in accordance with Section 5.02(c) hereof) that the holders of the existing senior unsecured Indebtedness of the Borrower have consented to the Transactions; (iv) a copy of a field examination of the Borrower's books and records; (v) evidence (which may consist of the certificate to be provided in accordance with Section 5.02(c) hereof) of the compliance by the Borrower with Section 6.03 hereof; (vi) the financial statements described in Section 4.07 hereof; (vii) evidence (which may consist of the certificate to be provided in accordance with Section 5.02(c) hereof) that the Transactions are in compliance with all applicable laws and regulations; (viii) the results of any environmental due diligence shall be satisfactory from to the Agent in all respects; (ix) evidence (which may consist of the certificate to be provided in accordance with Section 5.02(c) hereof) of payment of all fees owed to the Agent, the Collateral Monitor and the Lenders by the Borrower under this Agreement, the Commitment Letter or otherwise; (x) evidence (which may consist of the certificate to be provided in accordance with Section 5.02(c) hereof) that all requisite third party consents (including, without limitation, consents with respect to the Borrower and each of the Grantors and Guarantors) to the Transactions have been received; (xi) the results of appraisals of the Borrower's and its subsidiaries' trademarks shall be in form, scope and substance satisfactory to the Agent and Collateral Monitor; (xii) intentionally omitted; (xiii) evidence (which may consist of the certificate to be provided in accordance with Section 5.02(c) hereof) that there has been no change reasonably expected to result in a legal point of view to CravathMaterial Adverse Effect, Swaine & Moor▇, counsel except for the transactions contemplated in the Acquisition Documents, since January 2, 1999; (xiv) assignments of the Existing Credit Agreement and related collateral and agencies executed by the Existing Lenders and Facility Agent; and (xv) evidence (which may consist of the certificate to be provided in accordance with Section 5.02(c) hereof) that 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 threatened against or affecting the Borrower or any of its subsidiaries or any of their respective businesses, assets or rights which involve any of the Transactions. (j) The Agent and the Collateral Monitor shall have had the opportunity, if they so choose, to examine the books of account and other records and files of the Borrower, its subsidiaries, the Grantors and the Guarantors 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 and formulation of an opening Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Collateral Monitor in all 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 litigation and contingent liabilities and an analysis of the expected disposition thereof; (ii) copies of all lease agreements entered into by the Borrower and its subsidiaries; and in connection with any real property leases 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 documen tation evidencing Indebtedness for borrowed money of the Borrower, its subsidiaries, Grantors or Guarantors.

First Borrowing. On the date hereofof the initial Borrowing: (a) Each Bank The Administrative Agent shall have received, and each Lender shall have received a duly executed Note complying with the provisions of Section 2.04. (b) The Agent shall have received copies of, the favorable written opinion opinions of Fran(i) John S. Tsai, Esq., Assistant Corporate Secretary of the Borr▇▇▇▇, ▇▇ ▇. ▇▇ effect set forth in Exhibit E-1 hereto, (ii) Davis, Polk & Wardwell, counsel for the Borrower, to the effe▇▇ ▇▇t forth in ▇▇▇▇▇▇▇t E-2 hereto, ▇▇unsel to and (iii) Durling & Durling, Panamanian counsel for the Borrower, to the effect set forth th▇ ▇▇▇▇▇t s▇▇ ▇▇▇▇h in Exhibit D hereto which shall be E-3 hereto, in each case dated the date hereof, hereof and addressed to the Banks Lenders. (b) All legal matters incident to this Agreement and the borrowings hereunder shall be reasonably satisfactory to the BanksLenders and to Cravath, Swaine & Moore, counsel for the Administrative Agent. (c) The Th▇ ▇▇▇inistrative Agent shall have received, and each Lender shall have received copies of, (i) a copy of the certificate of incorporation or articles of incorporation, as the case may be, as amendedincluding all amendments thereto, of the Borrower Borrower, certified by the Secretary of State of the state of its incorporation as of a recent datedate in a manner customary under Panamanian Law, and a certificate as to the good standing of and charter documents filed by the Borrower from such Secretary of State, dated as of a recent date; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower, Borrower dated the date hereof and certifying (A) that attached thereto is a true and complete copy of the Byby-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 of such corporation 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 the Borrower authorizing the execution, delivery and performance of all the Loan Documents, Documents and the Borrowings by the Borrower borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation or articles of incorporation of the Borrower have not been amended since the date of the certification thereof last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection therewithherewith on behalf of the Borrower; (iii) a certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of executing the Borrowercertificate pursuant to (ii) above; and (iv) such other documents as the Banks or their counsel Lenders or Cravath, Swaine & Moor▇Moore, counsel for or the Administrative Agent, may reasonably request.r▇▇▇▇▇t. (d) The Revolving Credit Commitment Administrative Agent shall have received, and each Lender shall have received a copy of, a certificate, dated the date hereof and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (as defined in the Existing Credit Agreementb) and (c) of each bank under the Existing Credit Agreement shall have been terminated on the date hereof, all Revolving Credit Loans (as defined in the Existing Credit Agreement) outstanding and other amounts owed to the banks thereunder (including Term Loans (as defined in the Existing Credit Agreement) outstanding) shall have been paid in full on the date hereofSection 4.01. (e) All legal matters incident The Administrative Agent and the Lenders shall have received all Fees and other amounts due and payable on or prior to the Loan Documentsdate hereof, including all fees described in a letter dated as of May 7, 1999 among Citibank, N.A., Salomon Smith Barney Inc. and the Borrower (the "Fee Letter"). (f) Except as otherwise agreed by the Administrative Agent, the Loans terms of the Tender Offer (including, without limitation, the per Share price to be made on such date offered therein and the Transactions conditions to the Borrower's obligations to purchase Shares) shall be satisfactory from a legal point those set forth in the Offer Documents and the Merger Agreement, each in the form heretofore delivered to the Administrative Agent. (g) The Administrative Agent shall be satisfied that no legal, contractual or other impediment will exist that could reasonably be expected to prevent the completion of view the Merger promptly following the purchase of Shares pursuant to Cravaththe Tender Offer. (h) The Administrative Agent shall be satisfied that JRMSA, Swaine & Moor▇JRMHI, counsel JRMI, Creole and MIICO hold, free of any Liens, cash, cash equivalents and investments in debt securities available for the making of the JRMSA Payment in an amount at least equal to $575,000,000 and that no legal, contractual or other impediment will exist that could reasonably be expected to prevent the making by JRMSA, JRMHI, JRMI, Creole and MIICO of the JRMSA Payment promptly following the Merger. (i) The conditions to the purchase of Shares pursuant to the Tender Offer shall have been satisfied without any amendment or waiver (except for amendments and waivers that do not affect the price paid for the Shares and otherwise comply with Section 6.11), and at least a majority of the Shares shall have been or shall on the Effective Date simultaneously with the first Borrowing hereunder be accepted for purchase pursuant to the Tender Offer on the terms set forth therein and in accordance with applicable law. (j) The Collateral Agent shall have received (i) counterparts of the Pledge Agreement signed on behalf of each Loan Party, (ii) certificates (with appropriate notations being made in the share registry) representing all the outstanding shares of capital stock of Acquisition Sub and JRMSA, and all other securities convertible into or exchangeable for shares of capital stock of Acquisition Sub or JRMSA, owned by or on behalf of any Loan Party and (iii) stock powers and instruments of transfer, endorsed in blank, with respect to such certificates; provided that the requirements of the preceding clauses (ii) and (iii) shall be deemed satisfied insofar as they relate to Shares purchased in the Tender Offer if arrangements satisfactory to the Collateral Agent shall be in effect for the perfection of the Collateral Agent's security interest in such Shares promptly following the acceptance of such Shares pursuant to the Tender Offer. (k) The Borrower shall have delivered to the Administrative Agent for each Lender a statement on Federal Reserve Form U-1 in compliance with Regulation U of the Board of Governors of the Federal Reserve System and each Lender shall be satisfied, on the basis of the information contained in such statement, that the Loans will comply with Regulation U.

First Borrowing. On The obligations of the date hereofLenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedent: (a) Each Bank shall have received a duly executed Note complying with the provisions of Section 2.04. (b) The Agent Lenders shall have received the favorable written opinion of Fran▇ ▇. ▇▇▇▇▇▇▇counsel for the Borrowers and each of the Guarantors and Grantors, ▇▇unsel to substantially in the Borrowerform of Exhibit C hereto, to the effect set forth in Exhibit D hereto which shall be dated the date hereofClosing Date, addressed to the Banks Lenders and satisfactory to the BanksAgent. (cb) The Agent Lenders shall have received (i) a copy of the certificate or articles of incorporation or articles of incorporationconstitutive documents, in each case as the case may be, as amendedamended to date, of each of the Borrower Borrowers, the Grantors and the Guarantors, certified as of a recent date by the Secretary of State or other appropriate official of the state of its incorporation as of a recent dateorganization, and a certificate as to the good standing of and charter documents filed by the Borrower each from such Secretary of StateState or other official, in each case dated as of a recent date; (ii) a certificate of the Secretary or an Assistant Secretary of the each Borrower, Grantor and Guarantor, dated the date hereof Closing Date and certifying (A) that attached thereto is a true and complete copy of the By-laws of the Borrower such person's Bylaws as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions of such corporation resolution described in item (B) below, (B) that attached thereto is a true and complete copy of resolutions duly a resolution adopted by the such person's Board of Directors of the Borrower authorizing the execution, delivery and performance of all Loan Documentsthis Agreement, the Borrowings by other Loan Documents and the Borrower Credit Events hereunder, as applicable, and that such resolutions have resolution has not been modified, rescinded or amended and are is in full force and effect, (C) that the such person's certificate of incorporation or articles of incorporation of the Borrower have or constitutive documents has not been amended since the date of the certification thereof last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above, and (D) as to the incumbency and specimen signature of each officer of such person's officers executing any Loan Document this Agreement or any other document Loan Document delivered in connection herewith or therewith, as applicable; (iii) a certificate of another officer of the Borrower such person's officers as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of the Borrowerits Secretary; and (iv) such other documents as the Banks Agent or their counsel or Cravath, Swaine & Moor▇, counsel for or the Agent, 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) The Revolving Credit Commitment (as defined in Lenders and the Existing Credit Agreement) of each bank under the Existing Credit Agreement Agent shall have been terminated on received and/or determined to be in form and substance satisfactory to them: (i) the date compliance by the Borrowers with Section 6.03 hereof; (ii) the financial statements described in Section 4.07 hereof; (iii) the Transactions are in compliance with all applicable laws and regulations (including, without limitation, all Revolving Credit Loans applicable environmental regulations); (as defined in the Existing Credit Agreementiv) outstanding and other amounts payment of all fees owed to the banks thereunder Agent and the Lenders by the Borrowers under this Agreement or otherwise; (including Term Loans (as defined v) an Information Certificate in the Existing Credit Agreementform furnished by the Agent to the Borrowers duly completed and executed by each of the Borrowers and the Guarantors; (vi) outstanding) no material adverse change shall have been paid occurred in full on the business, assets, operations or financial condition of the Parent and its Subsidiaries since the date of CIT's last field examination prior to the Closing Date; and (vii) 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 threatened against or affecting the Parent or any of its Subsidiaries or any of their respective businesses, assets or rights which involve any of the Transactions. (e) The Agent shall have received current appraisals of Borrowers' inventory and trademarks conducted by an independent appraiser acceptable to the Agent, and in form, scope and methodology satisfactory to the Agent. (f) The Agent shall have received from the Borrowers the most recent environmental audits or reports available with respect to the Borrowers' owned real property. (g) The Agent shall have received each of the Mortgages, in form and substance satisfactory to Agent, together with all documents reasonably requested to be delivered to Agent in connection therewith. (h) The Agent shall have received, in form and substance satisfactory to the Agent, all consents, waivers, acknowledgments and other agreements from third persons which Agent may deem necessary in order to permit, protect and perfect its security interests in and liens upon the Collateral or to effectuate the provisions or purposes of this Agreement and the other Loan Documents, including, without limitation, (i) acknowledgments by lessors, mortgagees and warehousemen of the Agent's security interests in the Collateral, waivers by such persons of any security interest, liens or other claims by such persons to the Collateral, and agreements permitting the Agent access to, and the right to remain on, the premises to exercise its rights and remedies and otherwise deal with the Collateral, and (ii) acknowledgments by processors and consignees at any time in possession of Collateral of the Agent's security interests and liens therein, waivers by such persons of any security interests, liens or other claims by such persons in and to the Collateral, and agreements by such persons to follow the Agent's directions with respect to the release and delivery of any Collateral at any time in their possession. (i) The Agent shall have received, in form and substance satisfactory to Agent and its counsel, title insurance policies or, if feasible, endorsements to the existing title insurance policies issued to The Chase Manhattan Bank pursuant to the Prior Credit Agreement (i) insuring the priority, amount and sufficiency of the Mortgages, in each case as modified as required by the terms hereof, in favor of the Agent, (ii) insuring against matters that would be disclosed by surveys and (iii) containing any endorsements, assurances or affirmative coverage reasonably requested by the Agent for protection of its interests. (j) The Agent shall have received evidence, in form and substance reasonably satisfactory to the Agent, that the Agent has valid perfected and first priority security interests in and liens upon the Collateral and any other property which is intended to be security for the Obligations or the liability of any Guarantor in respect thereof, subject only to the security interests and liens permitted herein or in the other Loan Documents. (k) The Agent shall have completed a field review of the books and records and such other information with respect to the Collateral as the Agent may require to determine the Availability including, without limitation, current agings of receivables, current perpetual inventory records and/or roll-forwards of accounts and inventory through the Closing Date, together with such supporting documentation as may be necessary or appropriate, and other documents and information that will enable the Agent to accurately identify and verify the Collateral, the results of which shall be satisfactory to Agent, not more than three (3) Business Days prior to the date hereof. (el) The Agent shall have received, in form and substance satisfactory to the Agent, an agreement from each of the Borrowers assigning to the Agent, for the ratable benefit of the Lenders, as collateral security for the Obligations, all sums of money now due or which may hereinafter become due to such Borrower under its Factoring Agreement ("Assignment of Factoring Credit Balances"). (m) Agent shall have received, in form and substance satisfactory to Agent, all of the other Loan Documents required to be delivered to Agent and Lenders and to further evidence or secure the Obligations or otherwise effectuate the purpose and intent of this Agreement in accordance with the terms of this Agreement or the other Loan Documents as a condition precedent to the Agent making the Loans and providing the Letters of Credit. (n) The Agent shall have received, in form and substance satisfactory to Agent, all releases, terminations and such other documents as the Agent may request to evidence and effectuate full and complete satisfaction of all Indebtedness and other liabilities and obligations of the Borrowers and Guarantors to the Lenders under and as defined in the Prior Credit Agreement and the termination and release by the Agent, as defined in the Prior Credit Agreement, of any security interest in and lien upon any assets and properties of Borrowers and Guarantors, duly authorized, executed and delivered by it, including, but not limited to, (i) UCC termination statements for all UCC financing statements previously filed by such Agent, as secured party, against the Borrowers or any Guarantor, as debtor and (ii) satisfactions or discharges of any mortgages, deeds of trust or deeds to secure debt by Borrowers in favor of such Agent, in form acceptable for recording in the appropriate governmental office. (o) The amount of Availability as of the Closing Date shall not be less than ($10,000,000). (p) All legal matters incident to the Loan Documents, the Loans to be made on such date and in connection with the Transactions shall be satisfactory from a legal point of view to Cravath, Swaine & Moor▇, counsel for the Agent, the Lenders and their respective counsel in their sole discretion. (q) The Agent shall have received such other documents as the Lenders or the Agent or Agent's counsel shall reasonably deem necessary.

First Borrowing. On the date hereof:Closing Date (or within such period of time thereafter as may be acceptable to the Lender in its discretion): (a) Each Bank The Lender shall have received a duly executed Note complying with the provisions of Section 2.04. (b) The Agent shall have received the favorable written opinion of Fran(i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, external counsel for the Borrower and (ii) ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇unsel to Senior Vice President, Secretary and Deputy General Counsel for the Borrower, and such other counsel as may be reasonably acceptable to the effect set forth Lender, each in Exhibit D hereto which shall be form and substance satisfactory to the Lender, (A) dated the date hereofClosing Date, (B) addressed to the Banks Lender and (C) covering such matters relating to the Loan Documents and the Transactions as the Lender shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Loans and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the BanksLender. (c) The Agent Lender shall have received (i) a copy of the certificate of incorporation or articles of incorporation, formation or organization (as the case may beapplicable), as amendedincluding all amendments thereto, of the Borrower each Loan Party, certified as of a recent date by the Secretary of State of the state of its incorporation as of a recent dateorganization, and a certificate as to the good standing of and charter documents filed by the Borrower from such Secretary of State, dated each Loan Party as of a recent date, from such Secretary of State or evidence that such a certificate has been requested; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower, each Loan Party dated the date hereof Closing Date and certifying (A) that attached thereto is a true and complete copy of the By-laws bylaws, operating agreement, partnership agreement or other applicable constitutive document of the Borrower 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 of such corporation 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 equivalent body of the Borrower such Loan Party authorizing the execution, delivery and performance of all the Loan DocumentsDocuments to which such Person is a party and, in the case of the Borrower, the Borrowings by the Borrower borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation or articles of incorporation incorporation, formation or organization (as applicable) of the Borrower such Loan Party have not been amended since the date of the certification thereof last amendment thereto furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection therewithherewith on behalf of such Loan Party; (iii) a certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of executing the Borrowercertificate pursuant to clause (ii) above; and (iv) such other documents as the Banks or their counsel or Cravath, Swaine & Moor▇, counsel for or the Agent, Lender may reasonably request. (d) The Revolving Credit Commitment Lender shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Borrower, confirming compliance, to the actual knowledge of such Financial Officer after such investigation as he or she has deemed to be reasonable and appropriate under the circumstances, with the conditions precedent set forth in paragraphs (as defined in the Existing Credit Agreementb) and (c) of each bank under the Existing Credit Agreement shall have been terminated on the date hereof, all Revolving Credit Loans (as defined in the Existing Credit Agreement) outstanding and other amounts owed to the banks thereunder (including Term Loans (as defined in the Existing Credit Agreement) outstanding) shall have been paid in full on the date hereofSection 4.01. (e) All legal matters incident The Lender shall have received all Fees and other amounts due and payable on or prior to the Closing Date in immediately available funds, including (i) an amount equal to 2.0% of the aggregate amount of the Commitment on the Closing Date; provided that the Borrower shall retain $500,000 as a credit against such fee, such amount to be applied by the Borrower as payment of the aggregate par value of the Trust’s Equity Interest and (ii) to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. The amount payable pursuant to clause (i) above may be paid on the Closing Date by increasing the outstanding principal amount of the Loans on the Closing Date by such amount. Any amount so added to the principal amount of the Loans shall bear interest as provided in Section 2.06 from the date on which such Fee has been so added to the principal amount of the Loans. (f) The Guarantee and Pledge Agreement and, to the extent required thereby, the other Security Documents shall have 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 Lender shall have a security interest in the Collateral of the type and priority described in each Security Document. (g) The Lender shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan DocumentsParties in the states (or other jurisdictions) of formation of such Persons as indicated on Schedule 1 of the Guarantee and Pledge Agreement together with copies of the financing statements (or similar documents) disclosed by such search, and, to the Loans extent requested, accompanied by evidence satisfactory to the Lender that the Liens indicated in any such financing statement (or similar document) would be made on such date permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (h) Except with respect to the issuance of the Trust Equity, 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. (i) The Lender shall be have received from the Borrower a cash flow forecast and liquidity analysis in form and substance satisfactory from a legal point of view to Cravath, Swaine & Moor▇, counsel the Lender setting forth expected cash receipts and cash payments for the Agentperiod ended December 31, 2008.