UK, (C) BY
INDUSTRY CANADA IN THE CASE OF REEBOK CANADA AND (D) BY THE APPROPRIATE NEW
BRUNSWICK AUTHORITY IN THE CASE OF SPORT (AND A CERTIFICATE AS TO THE GOOD
STANDING OF THE COMPANY AS OF A RECENT DATE BY THE SECRETARY OF THE COMMONWEALTH
OF MASSACHUSETTS); (II) A CERTIFICATE OF THE SECRETARY OR ASSISTANT SECRETARY OF
EACH BORROWER DATED THE CLOSING DATE AND CERTIFYING (W)
THAT ATTACHED THERETO
IS A TRUE AND COMPLETE COPY OF THE BY-LAWS (OR ANALOGOUS DOCUMENTS, IF
APPLICABLE) OF SUCH 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 (X) BELOW,
(X) THAT ATTACHED THERETO IS A TRUE AND COMPLETE COPY OF RESOLUTIONS DULY
ADOPTED BY THE BOARD OF DIRECTORS (OR THE EXECUTIVE COMMITTEE THEREOF) OF SUCH
BORROWER, AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT
AND THE BORROWINGS HEREUNDER, AND THAT SUCH RESOLUTIONS HAVE NOT BEEN MODIFIED,
RESCINDED OR AMENDED AND ARE IN FULL FORCE AND EFFECT, (Y) THAT THE CERTIFICATE
OF INCORPORATION OR MEMORANDUM AND ARTICLES OF ASSOCIATION (OR COMPARABLE
CHARTER DOCUMENT) OF SUCH BORROWER HAVE NOT BEEN AMENDED SINCE THE DATE OF THE
LAST AMENDMENT THERETO SHOWN ON THE CERTIFICATE FURNISHED PURSUANT TO CLAUSE (I)
ABOVE, AND (Z) AS TO THE INCUMBENCY AND SPECIMEN SIGNATURE OF EACH OFFICER
EXECUTING THIS AGREEMENT OR ANY OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH
ON BEHALF OF SUCH 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
RELATING TO THE BORROWERS, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY AS THE LENDERS, THE ISSUING BANK OR ANY ADMINISTRATIVE AGENT MAY
REASONABLY REQUEST.
69
(D)
OFFICERS' CERTIFICATES.
THE GENERAL ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A CERTIFICATE, DATED THE CLOSING DATE AND SIGNED BY A RESPONSIBLE
OFFICER OF EACH BORROWER, CONFIRMING COMPLIANCE WITH THE CONDITIONS PRECEDENT
SET FORTH IN PARAGRAPHS (A) AND (B) OF SUBSECTION 8.2.
(E)
FEES.
THE ADMINISTRATIVE AGENTS 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 OUT-OF-POCKET EXPENSES REQUIRED
TO BE REIMBURSED OR PAID BY THE BORROWERS HEREUNDER.
(F)
EXISTING CREDIT AGREEMENT.
ALL PRINCIPAL, INTEREST, FEES AND OTHER
AMOUNTS OUTSTANDING OR DUE UNDER THE EXISTING CREDIT AGREEMENT SHALL HAVE BEEN
PAID IN FULL, THE COMMITMENTS THEREUNDER TERMINATED AND ALL GUARANTEES THEREOF
RELEASED AND DISCHARGED, AND THE GENERAL ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED SATISFACTORY EVIDENCE THEREOF.
(G)
USA PATRIOT ACT.
THE LENDERS SHALL HAVE RECEIVED, TO THE EXTENT
REQUESTED, ALL 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.
8.2.
CONDITIONS TO EACH EXTENSION OF CREDIT.
THE AGREEMENT OF EACH LENDER TO
MAKE ANY EXTENSION OF CREDIT REQUESTED TO BE MADE BY IT ON ANY DATE (INCLUDING,
WITHOUT LIMITATION, ITS INITIAL