Common use of First Borrowing Clause in Contracts

First Borrowing. On the Closing Date: (a) The Agent shall have received a favorable written opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower, dated the Closing Date and addressed to the Banks, to the effect set forth in Exhibit D hereto, and 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 Banks and their counsel and to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Agent. (c) The Agent shall have received (i) a copy of the articles of incorporation, including all amendments thereto, of the Borrower, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of the Borrower as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the code of regulations of the Borrower as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in 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and performance of the Loan Documents and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the articles of incorporation of the Borrower have not been amended since the date of the last amendment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, and (D) as to the incumbency and specimen signature of each officer executing any Loan document or any other document delivered in connection herewith on behalf of the Borrower; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Banks or their counsel or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Agent, may reasonably request. (d) The Agent shall have received a certificate from the Borrower, dated the Closing Date and signed by a Financial Officer thereof, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (e) The representations and warranties set forth in Section 3.06 shall be true and correct in all material respects. (f) Concurrently with the transactions contemplated hereby on the Closing Date, the Borrower, the applicable Banks and the Agent shall have executed a side letter whereby all competitive loans under the Existing Credit Agreement shall be deemed to be Competitive Loans hereunder. The Borrower shall have repaid in full all other amounts due under the Existing Credit Agreement and under each other agreement related thereto, and the Agent shall have received duly executed documentation either evidencing or necessary for (i) the termination of the Existing Credit Agreement and each other agreement related thereto and (ii) the cancelation of all commitments thereunder. (g) The Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date.

First Borrowing. On The obligation of each Lender to make ---------------- its initial Loan is subject to the Closing Datesatisfaction of the following conditions: (a) The Agent shall have received a favorable written opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower, dated the Closing Date and addressed to the Banks, to the effect set forth in Exhibit D hereto, and 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 Banks and their counsel and to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Agent. (c) The Administrative Agent shall have received (i) this Agreement, executed and delivered by a copy duly authorized officer of the articles of incorporation, including all amendments thereto, of the Borrower, certified as of a recent date by the Secretary of State of the state of its organization, each Borrower and a certificate as to the good standing of the Borrower as of a recent date, from such Secretary of State; each Lender and (ii) the subordinated Guaranty of JCPenney, substantially in the form of Exhibit B, executed and delivered by a certificate duly authorized officer of JCPenney. (b) The Administrative Agent shall have received a Closing Certificate of each Borrower, substantially in the form of Exhibit C, with appropriate insertions and attachments. (c) Acquisition Co. shall have acquired at least 50.1% of the Secretary or Assistant Secretary outstanding common stock of Eckerd in accordance with the Tender Offer Materials concurrently with the making of the Borrower dated the Closing Date and certifying initial Loans. The Tender Offer Materials shall not have been waived, amended, supplemented or otherwise modified in any material respect (A) that attached thereto is a true and complete copy of the code of regulations of the Borrower as in effect on the Closing Date and at all times since a date prior other than to the extent necessary to extend the expiration date of the resolutions described in clause (BTender Offer) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by without the Board of Directors prior written consent of the Borrower authorizing Required Lenders. (d) All governmental and third party approvals (including approvals under the execution, delivery ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976) the absence of which would have a Material Adverse Effect shall have been obtained and performance of the Loan Documents and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are be in full force and effect, (C) that the articles of incorporation of the Borrower and all applicable waiting periods shall have not been amended since the date of the last amendment thereto shown expired without any action being taken by any competent authority which has restrained, prevented or otherwise imposed materially adverse conditions 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 herewith on behalf of the Borrower; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Banks or their counsel or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Agent, may reasonably request. (d) The Agent shall have received a certificate from the Borrower, dated the Closing Date and signed by a Financial Officer thereof, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01Transactions. (e) The representations and warranties set forth in Section 3.06 Lenders shall have received the upfront fees previously agreed by the Borrowers to be true and correct in all material respectspaid to the Lenders. (f) Concurrently with the transactions contemplated hereby on the Closing Date, the Borrower, the applicable Banks and the Agent shall have executed a side letter whereby all competitive loans under the Existing Credit Agreement shall be deemed to be Competitive Loans hereunder. The Borrower shall have repaid in full all other amounts due under the Existing Credit Agreement and under each other agreement related thereto, and the Administrative Agent shall have received duly an executed documentation either evidencing or necessary for (i) the termination opinion of the Existing Credit Agreement and each other agreement related thereto and (ii) the cancelation of all commitments thereunder. (g) The Agent shall have received all Fees and other amounts due and payable on or prior counsel to the Closing Date.Borrowers, dated the date hereof, substantially in the form of Exhibit D.

First Borrowing. On the Closing Date:, (a) The the Agent shall have received a favorable written opinion the following (in the case of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP(i), counsel for the Borrower(ii), (iii) and (iv), each dated the Closing Date and Date): (i) an opinion of the General Counsel, the Associate General Counsel or an Assistant General Counsel of the Borrower addressed to the Banks, to the effect set forth in Exhibit D hereto, Lenders and the Borrower hereby instructs such counsel to deliver such opinion to Agent in substantially the Agent.form of Exhibit B hereto; (b) All legal matters incident to this Agreement and the borrowings hereunder shall be satisfactory to the Banks and their counsel and to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Agent. (c) The Agent shall have received (i) a copy of the articles of incorporation, including all amendments thereto, of the Borrower, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of the Borrower as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete certified copy of the code resolutions of regulations of the Borrower as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in 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, execution and delivery and performance of the Loan Documents and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the articles of incorporation 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, and (D) as to the incumbency and specimen signature of each officer executing any Loan document or any other document delivered in connection herewith on behalf of the Borrower; this Agreement; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or an Assistant Secretary executing of the certificate pursuant to (ii) above; Borrower certifying the names and true signatures of the Authorized Officers; (iv) such other documents as the Banks or their counsel or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Agent, may reasonably request. (d) The Agent shall have received a certificate from the Borrower, dated the Closing Date and signed by a Financial Officer thereofan Authorized Officer, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01.4.01 and certifying that except for the legal proceedings identified or referred to on Schedule III (with respect to which such Authorized Officer makes no representation or warranty), there is no pending or, to the knowledge of such Authorized Officer, threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, Governmental Body or arbitrator, which could reasonably be expected to have a material adverse effect on the business, assets or condition of the Borrower and its Subsidiaries taken as a whole; and (ev) The representations and warranties set forth in Section 3.06 shall be true and correct in all material respects. (f) Concurrently with the transactions contemplated hereby on the Closing Date, the Borrower, the applicable Banks and the Agent shall have executed a side letter whereby all competitive loans under the Existing Credit Agreement shall be deemed to be Competitive Loans hereunder. The Borrower shall have repaid in full all other amounts due under the Existing Credit Agreement and under each other agreement related thereto, and the Agent shall have received duly executed documentation either evidencing or necessary for (i) the termination of the Existing Credit Agreement and each other agreement related thereto and (ii) the cancelation of all commitments thereunder. (g) The Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date; (b) there shall not have occurred any material adverse change in the business, assets or condition of the Borrower and its Subsidiaries taken as a whole since December 31, 2000; and (c) the 364-Day Amendment shall have been approved by the Borrower, the Agent and the Required Lenders.