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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 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and performance of the Loan Documents and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the articles of incorporation of the Borrower have not been amended since the date of the last amendment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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 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 Agreements shall be deemed to be Competitive Loans hereunder. The Borrower shall have repaid in full all other amounts due under the Existing Credit Agreements 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 Agreements and each other agreement related thereto and (ii) the cancellation 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 the Banks to make Loans hereunder on the Closing DateDate is subject to the following additional conditions precedent: (a) The Agent Administrative Agent, on behalf of the Banks, shall have received a favorable written opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLPthe Company's counsel, counsel for substantially in the Borrowerform set forth as Exhibit C hereto, dated the Closing Date and Effective Date, 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 As of the Effective Date, all legal matters incident to this Agreement and the borrowings Borrowings hereunder shall be satisfactory to Cravath, Swaine & Moore, special counsel for the Banks Arranger and their counsel and to the Adminis▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the 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 articles Company's certificate of incorporation, including organization and 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 StateDelaware; (ii) a certificate of 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; (iii) a certificate of the Secre tary or an Assistant Secretary of the Borrower Company dated the Closing Effective Date and certifying (A) that attached thereto is a true and complete copy of the code of regulations by-laws of the Borrower Company 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) belowsuch certificate, (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 the Loan Documents this Agreement (and any Notes) and the borrowings Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the articles certificate of incorporation of the Borrower have Company has not been amended since the date of the last amendment thereto shown indicated on the certificate of good standing 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 on behalf of the Borroweror therewith; (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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agent, may reasonably request. (d) The Agent shall have received a certificate from the Borrowercertificate, dated the Closing Date and signed by a Financial Officer thereofthe principal executive officer and the principal financial officer of the Company, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.014.01 and (v) such other documents as any Bank or Cravath, Swaine & Moore, special counsel for the Arranger and the Adminis▇▇▇▇▇ve Agent, may reasonably request. (ed) The representations and warranties set forth in Section 3.06 shall be true and correct in all material respects. (f) Concurrently with As of the transactions contemplated hereby on the Closing Effective Date, all rights and obligations of the BorrowerCompany under or with respect to the Syndicated Credit Facility Agreement dated as of August 10, the applicable Banks 1990, including any notes issued and the Agent outstanding thereunder, shall have executed a side letter whereby all competitive loans under the Existing Credit Agreements shall be deemed to be Competitive Loans hereunder. The Borrower been terminated or repaid and such Agreement shall have repaid in full all other amounts due under the Existing Credit Agreements 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 Agreements and each other agreement related thereto and (ii) the cancellation of all commitments thereunderbeen terminated. (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 Closing Datedate of the initial Borrowing: (a) The Administrative Agent shall have received, and each Lender shall have received a copies of, the favorable written opinion opinions of (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 ▇▇▇▇▇▇▇▇▇ LLPt E-2 hereto, and (iii) Durling & Durling, Panamanian counsel for the Borrower, to th▇ ▇▇▇▇▇t s▇▇ ▇▇▇▇h in Exhibit E-3 hereto, in each case dated the Closing Date date hereof 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 AgentLenders. (b) All legal matters incident to this Agreement and the borrowings hereunder shall be reasonably satisfactory to the Banks and their counsel Lenders and to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Cravath, Swaine & ▇▇▇▇▇▇▇▇ LLPMoore, 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 or 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 organizationin a manner customary under Panamanian Law, 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 date hereof and certifying (A) that attached thereto is a true and complete copy of the code of regulations by-laws of the Borrower as in effect on the Closing Date date hereof 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 certificate or 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 Document or any other document delivered in connection herewith 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 Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Banks Lenders or their Cravath, Swaine & Moore, counsel or for the Administrative Agent, may reasonably r▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agent, may reasonably request.t. (d) The Administrative Agent shall have received, and each Lender shall have received a certificate from the Borrowercopy of, a certificate, dated the Closing Date date hereof and signed by a Financial Officer thereofof the Borrower, 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 Administrative Agent and the Agent shall have executed a side letter whereby all competitive loans under the Existing Credit Agreements shall be deemed to be Competitive Loans hereunder. The Borrower shall have repaid in full all other amounts due under the Existing Credit Agreements 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 Agreements and each other agreement related thereto and (ii) the cancellation of all commitments thereunder. (g) The Agent Lenders shall have received all Fees and other amounts due and payable on or prior to the Closing Datedate 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 terms of the Tender Offer (including, without limitation, the per Share price to be offered therein and the conditions to the Borrower's obligations to purchase Shares) shall be 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 the Merger promptly following the purchase of Shares pursuant to the Tender Offer. (h) The Administrative Agent shall be satisfied that JRMSA, JRMHI, 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 Closing DateLender in respect of the first Credit Event hereunder are subject to the following additional conditions precedent: (a) The Agent Lender shall have received a favorable the favourable written opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLPOntario, Quebec, New York and New Brunswick counsel for the BorrowerBorrower and each Guarantor and Grantor, dated the Closing Date and Date, addressed to the Banks, Lender and satisfactory to the effect set forth in Exhibit D hereto, and the Borrower hereby instructs such counsel to deliver such opinion to the AgentLender. (b) All legal matters incident to this Agreement and the borrowings hereunder shall be satisfactory to the Banks and their counsel and to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agent. (c) The Agent Lender shall have received (i) a copy of the certificate or articles of incorporationincorporation or constitutive documents, including all amendments theretoin each case as amended to date, of the BorrowerBorrower and Apparel Canada and Trademark Canada, certified as of a recent date by the Secretary of State Provincial Registrar, or other appropriate official of the state jurisdiction of its organizationorganization and updated (from the government certificate to the Closing Date) by a Responsible Officer, and a certificate as to the good standing of the Borrower each from such official, in each case dated as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower 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 such person's By-laws as in effect on the Closing Date date of such certificate and at all times since a date prior to the date of the resolutions described in clause 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 this Agreement, the Security Documents, the Promissory Note, the other Loan Documents and the borrowings 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 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 of such person's officers executing any Loan document this Agreement, the Promissory Note, each Security Document or any other document Loan Document delivered in connection herewith on behalf of the Borroweror therewith, as applicable; (iii) a certificate of another officer of such person's officers as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) aboveits Secretary; and (iv) such other documents as the Banks or their counsel or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agent, Lender may reasonably request. (dc) The Agent Lender shall have received a certificate from the Borrowercertificate, dated the Closing Date and signed by a the Financial Officer thereofof the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.015.01 hereof and the conditions set forth in this Section 5.02. (d) The Lender shall have received the Promissory Note duly executed by the Borrower, payable to its order and otherwise complying with the provisions of Section 2.04 hereof. (e) The representations Lender shall have received, duly executed and warranties 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 operation of the Concentration Accounts and a tripartite agreement between the Lender, the 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 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 Section 3.06 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 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 be true have had the opportunity, at the Lender's option, to examine the books of account and correct 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. (fk) Concurrently with The Lender shall have received and had the transactions contemplated hereby on opportunity to review and determine to be in form and substance satisfactory to it: (i) a schedule of disputed claims relating to the Closing Date, Plan of Reorganization and an analysis of the expected disposition thereof; (ii) copies of all real property lease agreements entered into by the Borrower, together with appropriate landlord and/or mortgagee waivers with the applicable Banks Lender; and (iii) copies of all loan agreements, notes and the Agent shall have executed a side letter whereby all competitive loans under the Existing Credit Agreements shall be deemed to be Competitive Loans hereunder. The Borrower shall have repaid in full all other amounts due under the Existing Credit Agreements and under each other agreement related thereto, and the Agent shall have received duly executed documentation either evidencing or necessary Indebtedness for (i) the termination borrowed money of the Existing Credit Agreements Borrower and each other agreement related thereto and (ii) the cancellation of all commitments thereunder. (g) The Agent shall have received all Fees and other amounts due and payable on or prior its subsidiaries, which is to remain outstanding pursuant to the Closing DatePlan of Reorganization, including the Senior Secured Notes.

First Borrowing. On The obligations of the Closing DateLenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedent: (a) The Agent Lenders shall have received a the favorable written opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the BorrowerBorrowers and each of the Guarantors and Grantors, substantially in the form of Exhibit C hereto, dated the Closing Date and Date, addressed to the Banks, Lenders and satisfactory to the effect set forth in Exhibit D hereto, and the Borrower hereby instructs such counsel to deliver such opinion to the Administrative Agent. (b) All legal matters incident to this Agreement and the borrowings hereunder shall be satisfactory to the Banks and their counsel and to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agent. (c) The Agent Lenders shall have received (i) a copy of the certificate or articles of incorporationincorporation or constitutive documents, including all amendments theretoin each case as amended to date, of each of the BorrowerBorrowers, 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 organization, and a certificate as to the good standing of each from such Secretary of State or other official and from the Borrower Secretary of State or other official of each state in which it is qualified to do business, in each case dated as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower each Borrower, Grantor and Guarantor, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the code of regulations of the Borrower such person's By-laws as in effect on the Closing Date date of such certificate and at all times since a date prior to the date of the resolutions resolution described in clause 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 this Agreement, the Security Documents, the Notes, the other Loan Documents and the borrowings 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 or articles of incorporation of the Borrower have or constitutive documents has 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 of such person's officers executing any Loan document this Agreement, the Notes, each Security Document or any other document Loan Document delivered in connection herewith on behalf of the Borroweror therewith, as applicable; (iii) a certificate of another officer of such person's officers as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) aboveits Secretary; and (iv) such other documents as the Banks Administrative Agent or their counsel or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agent, any Lender may reasonably request. (dc) The Administrative Agent shall have received a certificate from the Borrowercertificate, dated the Closing Date and signed by a the Financial Officer thereofof each Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.015.01 hereof and the conditions set forth in this Section 5.02. (d) Each Lender shall have received its Revolving Credit Note, each duly executed by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereof. (e) The representations Administrative Agent shall have received the Security Documents (including, without limitation, an Assignment of Contract with respect to each Management Agreement and warranties set forth Shares Acquisition Agreement in Section 3.06 shall be true effect on the Closing Date), and correct certificates evidencing the Pledged Stock, together with undated stock powers executed in all material respectsblank, each duly executed by the applicable Grantors. (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 Agreements shall be deemed to be Competitive Loans hereunder. The Borrower shall have repaid in full all other amounts due under the Existing Credit Agreements and under each other agreement related thereto, and the Syndication Agent shall have received duly executed documentation either evidencing certified copies of requests for copies or necessary for (i) information on Form UCC-11 or certificates satisfactory to the Syndication Agent of a UCC Reporter Service, 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 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 Syndication Agent shall have received termination of the Existing Credit Agreements statements in form and each other agreement related thereto and (ii) the cancellation of all commitments thereundersubstance satisfactory to it. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement) required by law or requested by the Syndication Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent for its own benefit and for the benefit of the Lenders a first priority perfected security interest in the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordatio thereof is so required or requested. The Syndication Agent shall have received all Fees an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation. (h) The Syndication Agent shall have received the results of a search of tax and other amounts due Liens, and payable judgments and of the Uniform Commercial Code filings made with respect to each of the Borrowers and each Grantor in the jurisdictions in which the Borrower and the Grantors are doing business and/or in which any Collateral is located, and in which Uniform Commercial Code filings have been made against each Borrower, each Guarantor and each Grantor pursuant to paragraph (g) above. (i) The Lenders and the Agents shall have received and determined to be in form and substance satisfactory to them: (i) a copy of a field examination of the Borrowers' books and records; (ii) evidence of the compliance by the Borrowers with Section 6.03 hereof; (iii) the financial statements described in Section 4.07 hereof; (iv) evidence that the Transactions are in compliance with all applicable laws and regulations; (v) evidence of payment of all fees owed to the Administrative Agent and Syndication Agent and the Lenders by the Borrowers under this Agreement, the Commitment Letter or otherwise; (vi) 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; (vii) evidence that there has been no material adverse change in the business, assets, operations or financial condition of the Borrowers and subsidiaries since December 31, 1997; (viii) 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; (ix) evidence that all dental practices affiliated with any of the Borrowers have entered into a Management Agreement and a Shares Acquisition Agreement (and an Assignment of Contract has been executed and delivered in connection thereto); and (x) 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 any Borrowers or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions. (j) Each 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 of the Borrowers, the Grantors and the Guarantors and to make copies thereof, and to conduct customer checkings and checkings with suppliers, insurance companies and dentists affiliated with the Borrowers, and the results of such examination and checkings shall have been satisfactory to the Agents and Lenders in all respects. (k) Each Agent shall have received and had the opportunity to review and determine to be in form and substance satisfactory to it: (i) copies of all real property lease agreements entered into by any of the Borrowers and their subsidiaries; (ii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers, their subsidiaries which are not to be repaid on or prior to the Closing Date; (iii) copies of all Management Agreements, Share Acquisition Agreements, Purchase Agreements and earn-out agreements to which any Loan Party is a party as of the Closing Date; and (iv) copies of an amendment to the terms and provisions of the Convertible Subordinated Note in form and substance satisfactory to the Agents.