INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO
WHICH SUCH LOAN PARTY IS A PARTY OR IS TO BE A PARTY AND (B) THE IDENTITY,
AUTHORITY AND CAPACITY OF EACH RESPONSIBLE OFFICER THEREOF AUTHORIZED TO ACT AS
A RESPONSIBLE OFFICER IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO WHICH SUCH LOAN PARTY IS A PARTY OR IS TO BE A PARTY;
(IV)
COPIES OF EACH LOAN PARTY'S ORGANIZATION DOCUMENTS AND SUCH OTHER
DOCUMENTS AND CERTIFICATIONS AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUIRE
TO EVIDENCE THAT EACH LOAN PARTY IS DULY ORGANIZED OR FORMED, AND THAT EACH LOAN
PARTY IS VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS INCORPORATION OR ORGANIZATION;
(V)
FAVORABLE OPINIONS OF (A) GIBSON, DUNN & CRUTCHER LLP, COUNSEL TO
THE LOAN PARTIES, (B) MAYNARD, COOPER & GALE, P.C., LLC, LOCAL ALABAMA REAL
ESTATE COUNSEL, (C) STROOCK & STROOCK & LAVAN LLP, SPECIAL COUNSEL TO TWIN
BROOK, AND (D) MCGUIREWOODS LLP, SPECIAL COUNSEL TO THE CHILDREN'S PLACE
(VIRGINIA), LLC, EACH ADDRESSED TO THE ADMINISTRATIVE AGENT AND EACH LENDER, AS
TO SUCH MATTERS CONCERNING THE LOAN PARTIES AND THE LOAN DOCUMENTS AS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST;
(VI)
A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF THE LEAD BORROWER
CERTIFYING (A) THAT THE CONDITIONS SPECIFIED IN SECTIONS 4.02(A) AND (B) HAVE
BEEN
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SATISFIED, (B) THAT, EXCLUDING THE FILING FOR BANKRUPTCY AND THE IMPLEMENTATION
OF THE BANKRUPTCY PROCEEDING OF HOOP, THERE HAS BEEN NO EVENT OR CIRCUMSTANCE
SINCE THE DATE OF THE AUDITED FINANCIAL STATEMENTS THAT HAS HAD OR COULD BE
REASONABLY EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL
ADVERSE EFFECT, (C) EITHER THAT (1) NO CONSENTS, LICENSES OR APPROVALS (OTHER
THAN THOSE REFERENCED IN SECTION 4.01(A)(III) OF THIS AGREEMENT) ARE REQUIRED IN
CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY SUCH LOAN PARTY AND
THE VALIDITY AGAINST SUCH LOAN PARTY OF THE LOAN DOCUMENTS TO WHICH IT IS A
PARTY, OR (2) THAT ALL SUCH CONSENTS, LICENSES AND APPROVALS HAVE BEEN OBTAINED
AND ARE IN FULL FORCE AND EFFECT, AND (D) TO THE SOLVENCY OF THE LOAN PARTIES ON
A CONSOLIDATED BASIS AS OF THE CLOSING DATE AFTER GIVING EFFECT TO THE
TRANSACTIONS CONTEMPLATED HEREBY;
(VII)
EVIDENCE THAT ALL INSURANCE REQUIRED TO BE MAINTAINED PURSUANT TO
THE LOAN DOCUMENTS AND ALL ENDORSEMENTS IN FAVOR OF THE AGENTS REQUIRED UNDER
THE LOAN DOCUMENTS HAVE BEEN OBTAINED AND ARE IN EFFECT;
(VIII)
A PAYOFF LETTER FROM THE LENDERS UNDER THE EXISTING CREDIT
AGREEMENT SATISFACTORY IN FORM AND SUBSTANCE TO THE ADMINISTRATIVE AGENT
EVIDENCING THAT THE EXISTING CREDIT AGREEMENT HAS BEEN OR CONCURRENTLY WITH THE
CLOSING DATE IS BEING TERMINATED, ALL OBLIGATIONS THEREUNDER ARE BEING PAID IN
FULL, AND ALL LIENS SECURING OBLIGATIONS UNDER THE EXISTING CREDIT AGREEMENT
HAVE BEEN OR CONCURRENTLY WITH THE CLOSING DATE ARE BEING RELEASED;
(IX)
THE SECURITY DOCUMENTS (INCLUDING, WITHOUT LIMITATION, THE
MORTGAGE) AND, TO THE EXTENT NOT PREVIOUSLY DELIVERED TO THE ADMINISTRATIVE
AGENT PURSUANT TO THE EXISTING CREDIT AGREEMENT,