CLOSING DATE, BY AND
BETWEEN OBLIGORS, TERM LOAN AGENT, AND COLLATERAL AGENT.
(L)
LANDLORD WAIVERS.
DULY EXECUTED AND DELIVERED NOTIFICATIONS TO THE
LANDLORDS IN CONNECTION WITH THE COLLATERAL ACCESS AGREEMENTS FOR THE DOMESTIC
DISTRIBUTION CENTERS, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
COLLATERAL AGENT, TOGETHER WITH ANY WAIVER AND SUBORDINATION AGREEMENTS REQUIRED
UNDER THE TERM LOAN AGREEMENT.
(M)
GUARANTIES.
DELIVERY OF THE GUARANTY BY MOTHERS WORK CANADA, INC. IN FAVOR
OF THE COLLATERAL AGENT AND ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE LENDERS,
IN FORM AND SUBSTANCE SATISFACTORY TO COLLATERAL AGENT.
(N)
LENDER'S FEE LETTER.
SIDE LETTER DATED AS OF THE CLOSING DATE BY AND
BETWEEN THE LENDER AND THE BORROWERS.
(O)
ASSIGNMENT OF MORTGAGE.
DELIVERY OF AN ASSIGNMENT OF ORIGINAL MORTGAGE
FOR THE HEADQUARTERS FACILITY FROM FLEET RETAIL GROUP, INC. TO COLLATERAL AGENT,
IN FORM AND SUBSTANCE SATISFACTORY TO COLLATERAL AGENT.
(P)
CUSTOMS BROKER AGREEMENT.
DULY EXECUTED AND DELIVERED NOTIFICATIONS TO
EACH OF BARTHCO INTERNATIONAL, JOSE DAVID GONZALEZ, EXCEL AND GARDEN CITY
CUSTOMS SERVICES, REGARDING THE CUSTOM BROKER AGREEMENT BY AND BETWEEN EACH SUCH
PARTY, RESPECTIVELY, LEAD BORROWER, AND THE COLLATERAL AGENT, EACH IN FORM AND
SUBSTANCE SATISFACTORY TO COLLATERAL AGENT.
(Q)
DDA NOTIFICATIONS.
DELIVERY OF NOTIFICATION, EXECUTED ON BEHALF OF A
BORROWER, TO EACH DEPOSITORY INSTITUTION IN WHICH ANY DDA IS MAINTAINED (IN FORM
SATISFACTORY TO COLLATERAL AGENT).
(R)
DATE-DOWN TO TITLE POLICY.
A DATE-DOWN ENDORSEMENT TO THE EXISTING LOAN
POLICY OF TITLE INSURANCE ISSUED BY COMMONWEALTH LAND TITLE INSURANCE COMPANY
WITH RESPECT
61
TO THE MORTGAGED PROPERTY, SUBJECT TO THE EXCEPTIONS SET FORTH IN THE EXISTING
TITLE POLICY FOR THE MORTGAGED PROPERTY AND SUCH OTHER EXCEPTIONS AS MAY BE
ACCEPTABLE TO COLLATERAL AGENT AND CONFIRMING THAT ALL REAL ESTATE TAXES ARE
PAID THROUGH THE DATE OF SUCH DATE-DOWN.
(S)
MORTGAGE AMENDMENT.
THE COLLATERAL AGENT, THE TERM LENDER, THE LEAD
BORROWER AND PIDCFC SHALL HAVE RECORDED AN AMENDMENT TO THE MORTGAGE IN FORM AND
SUBSTANCE SATISFACTORY TO THE COLLATERAL AGENT (THE "MORTGAGE AMENDMENT") TO
REFLECT THE TERM LOAN AGREEMENT AS BEING SECURED BY A FOURTH PRIORITY MORTGAGE.
(T)
SUBORDINATION AMENDMENT.
PIDA SHALL HAVE AMENDED ITS EXISTING
SUBORDINATION AGREEMENT WITH COLLATERAL AGENT (AS SUCCESSOR IN INTEREST TO FLEET
CAPITAL CORPORATION) IN ORDER TO CONFIRM THE EFFECT OF THE MORTGAGE AMENDMENT
AND ITS RELATIVE PRIORITY OF THE OBLIGATIONS DESCRIBED ABOVE AND TO DETERMINE
THE SECOND MORTGAGE CAP;
(U)
AUTHORIZATION/INCUMBENCY.
BORROWER SHALL HAVE PROVIDED COPIES OR
ORIGINALS AS APPROPRIATE OF THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE
LEAD BORROWER, PIDA, AND PIDCFC AND ANY OTHER USUAL EVIDENCE OF AUTHORITY AND
INCUMBENCY FOR THE LEAD BORROWER, PIDA, AND PIDCFC TO ENTER INTO ALL DOCUMENTS
RELATED TO THE MORTGAGE AMENDMENT AND THE AMENDMENT TO THE SUBORDINATION
AGREEMENT; AND
(V)
INTERCREDITOR AGREEMENT.
THE INTERCREDITOR AGREEMENT WITH THE TERM LOAN
AGENT AND THE TERM LOAN COLLATERAL AGENT WITH RESPECT TO THE TERM LOAN FACILITY,
TOGETHER WITH THE TERM LOAN AGREEMENT AND ALL DOCUMENTATION REQUIRED FOR THE
TERM LOAN FACILITY, EACH IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND THE