Common use of First Borrowing Clause in Contracts

First Borrowing. The obligation of each Lender to make ---------------- its initial Loan is subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received (i) this Agreement, executed and delivered by a duly authorized officer of each Borrower and each Lender and (ii) the subordinated Guaranty of JCPenney, substantially in the form of Exhibit B, executed and delivered by a 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 outstanding common stock of Eckerd in accordance with the Tender Offer Materials concurrently with the making of the initial Loans. The Tender Offer Materials shall not have been waived, amended, supplemented or otherwise modified in any material respect (other than to the extent necessary to extend the expiration date of the Tender Offer) without the prior written consent of the Required Lenders. (d) All governmental and third party approvals (including approvals under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976) the absence of which would have a Material Adverse Effect shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which has restrained, prevented or otherwise imposed materially adverse conditions on the Transactions. (e) The Lenders shall have received the upfront fees previously agreed by the Borrowers to be paid to the Lenders. (f) The Administrative Agent shall have received an executed opinion of counsel to the Borrowers, dated the date hereof, substantially in the form of Exhibit D.

First Borrowing. The obligation of each Lender to make ---------------- its initial Loan is subject to On the satisfaction of the following conditionsClosing Date: (a) The Administrative 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) this Agreementa copy of the articles of incorporation, executed 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 delivered by a duly authorized officer certificate as to the good standing of each the Borrower and each Lender and as of a recent date, from such Secretary of State; (ii) the subordinated Guaranty of JCPenney, substantially in the form of Exhibit B, executed and delivered by a 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% certificate of the outstanding common stock of Eckerd in accordance with the Tender Offer Materials concurrently with the making Secretary or Assistant Secretary of the initial Loans. The Tender Offer Materials shall not have been waived, amended, supplemented or otherwise modified 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 any material respect (other than effect on the Closing Date and at all times since a date prior to the extent necessary to extend the expiration date of the Tender Offerresolutions described in clause (B) without below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the prior written consent Board of Directors of the Required Lenders. 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, (dC) All governmental 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 third party approvals (including approvals under 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 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Agent, may reasonably request. (d) the absence of which would have a Material Adverse Effect The Agent shall have been obtained received a certificate from the Borrower, dated the Closing Date and be signed by a Financial Officer thereof, confirming compliance with the conditions precedent set forth in full force paragraphs (b) and effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which has restrained, prevented or otherwise imposed materially adverse conditions on the Transactions(c) of Section 4.01. (e) The Lenders representations and warranties set forth in Section 3.06 shall have received the upfront fees previously agreed by the Borrowers to be paid to the Lenderstrue 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 Administrative 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 an duly executed opinion documentation either evidencing or necessary for (i) the termination of counsel 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 Borrowers, dated the date hereof, substantially in the form of Exhibit D.Closing Date.

First Borrowing. The obligation obligations of each Lender to make ---------------- its initial Loan the Lenders in respect of the first Credit Event hereunder is subject to the satisfaction of the following conditionsadditional conditions precedent: (a) The Administrative Agent Lenders shall have received (i) this Agreement, executed and delivered by a duly authorized officer the favorable written opinion of each Borrower counsel for the Borrowers and each Lender of the Guarantors and (ii) the subordinated Guaranty of JCPenneyGrantors, substantially in the form of Exhibit BC hereto, executed dated the Closing Date, addressed to the Agent and delivered by a duly authorized officer of JCPenneythe Lenders and satisfactory to the Agent. (b) The Administrative Lenders shall have received (i) a certificate of the Secretary of each Borrower, Grantor and Guarantor, dated the Closing Date and certifying (A) that the copy of such person's By-laws attached to the Certificate of its Secretary delivered on or about August 30, 1996 (the "Prior Closing Date") is a true and complete copy of its By-Laws as in effect on the date of the certificate delivered pursuant to this paragraph and such By-laws have not been amended since the Prior Closing Date (B) that attached thereto is a true and complete copy of a resolution adopted by such person's Board of Directors authorizing the execution, delivery and performance of this Agreement, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolution has not been modified, rescinded or amended and is in full force and effect, (C) that such person's certificate or articles of incorporation or constitutive documents has not been amended since the date of the last amendment thereto shown on the certificate of good standing delivered on the Prior Closing Date from the Secretary of State of the state of its incorporation and (D) as to the incumbency and specimen signature of each of such person's officers executing this Agreement, the Notes, each Security Document or any other Loan Document delivered in connection herewith or therewith, as applicable; (ii) a certificate of another of such person's officers as to incumbency and signature of its Secretary; and (iii) such other documents as the Agent or any Lender may reasonably request. (c) Each Lender shall have received its Revolving Credit Note duly executed by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereof. (d) The Agent shall have received the Security Documents, each duly executed by the applicable Grantors, together with any documents or certificates to be delivered thereunder and updated endorsements for existing title insurance policies satisfactory to the Agent. (e) 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 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 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. (f) 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 each Borrower and each Grantor in the jurisdictions in which such person's chief executive office is located. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Agent shall have received termination statements in form and substance satisfactory to it. (g) The Lenders and the Agent shall have received and determined to be in form and substance satisfactory to them: (i) the most recent (dated within thirty (30) days of the Closing Date) schedule and aging of accounts receivable and inventory designations of the Borrowers; (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 the compliance by the Borrowers with Section 6.13 hereof; (vi) evidence of payment of an amendment fee in the amount of $100,000 and all other fees owed to the Agent and the Lenders by the Borrowers under this Agreement, the Commitment Letter or otherwise; (vii) 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; (viii) evidence that, except as disclosed on Schedule 4.05 annexed hereto, there has been no material adverse change in the business, assets, operations or financial condition of any of the Borrowers or any of their subsidiaries since December 31, 2000; and (ix) 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 Borrower or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions. (h) The Agent shall have received and had the opportunity to review and determine to be in form and substance satisfactory to it a schedule of all Liens, litigations and contingent liabilities with respect to the Borrowers, their subsidiaries, Grantors or Guarantors. (i) Kaye Scholer LLP, c▇▇▇▇▇▇ ▇▇ ▇▇e Agent, shall have received payment in full for all legal fees charged, and all costs and expenses incurred, by such counsel through the Closing Date in connection with the transactions contemplated under this Agreement, the Security Documents and the other Loan Documents and instruments in connection herewith and therewith. (j) The corporate structure and capitalization of the Borrowers shall be satisfactory to the Lenders in all respects. (k) All legal matters in connection with the Transactions shall be satisfactory to the Agent, the Lenders and their respective counsel in their sole discretion. (l) The Borrowers shall have executed and delivered to the Agent a disbursement authorization letter with respect to the disbursement of the proceeds of the Credit Events made on the Closing Date, in form and substance satisfactory to the Agent; (m) The Agent shall have received a Closing Certificate of each BorrowerCertificate, substantially in the form of Exhibit CSchedule 6.05(j) hereto, executed by the Financial Officer of the Borrowers demonstrating compliance as at March 31, 2001 with appropriate insertions and attachmentsthe Availability requirements. (c) Acquisition Co. shall have acquired at least 50.1% of the outstanding common stock of Eckerd in accordance with the Tender Offer Materials concurrently with the making of the initial Loans. The Tender Offer Materials shall not have been waived, amended, supplemented or otherwise modified in any material respect (other than to the extent necessary to extend the expiration date of the Tender Offer) without the prior written consent of the Required Lenders. (d) All governmental and third party approvals (including approvals under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976) the absence of which would have a Material Adverse Effect shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which has restrained, prevented or otherwise imposed materially adverse conditions on the Transactions. (en) The Lenders shall have received the upfront fees previously agreed by the Borrowers to be paid to the Lenders. (f) The Administrative Agent shall have received an executed opinion of such other documents as the Lenders or the Agent or Agent's counsel to the Borrowers, dated the date hereof, substantially in the form of Exhibit D.shall reasonably deem necessary.

First Borrowing. The obligation of each Lender to make ---------------- its initial Loan is subject to On the satisfaction of the following conditionsClosing Date: (a) The Administrative 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) this Agreementa copy of the articles of incorporation, executed 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 delivered by a duly authorized officer certificate as to the good standing of each the Borrower and each Lender and as of a recent date, from such Secretary of State; (ii) the subordinated Guaranty of JCPenney, substantially in the form of Exhibit B, executed and delivered by a 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% certificate of the outstanding common stock of Eckerd in accordance with the Tender Offer Materials concurrently with the making Secretary or Assistant Secretary of the initial Loans. The Tender Offer Materials shall not have been waived, amended, supplemented or otherwise modified 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 any material respect (other than effect on the Closing Date and at all times since a date prior to the extent necessary to extend the expiration date of the Tender Offerresolutions described in clause (B) without below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the prior written consent Board of Directors of the Required Lenders. 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, (dC) All governmental 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 third party approvals (including approvals under 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 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agent, may reasonably request. (d) the absence of which would have a Material Adverse Effect The Agent shall have been obtained received a certificate from the Borrower, dated the Closing Date and be signed by a Financial Officer thereof, confirming compliance with the conditions precedent set forth in full force paragraphs (b) and effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which has restrained, prevented or otherwise imposed materially adverse conditions on the Transactions(c) of Section 4.01. (e) The Lenders representations and warranties set forth in Section 3.06 shall have received the upfront fees previously agreed by the Borrowers to be paid to the Lenderstrue and correct in all material respects. (f) The Administrative Agent shall have received an executed opinion of counsel all Fees and other amounts due and payable on or prior to the Borrowers, dated the date hereof, substantially in the form of Exhibit D.Closing Date.