Common use of Effectiveness and Initial Advance Clause in Contracts

Effectiveness and Initial Advance. This Agreement shall not become effective and the Lenders shall not be required to make the initial extensions of credit hereunder unless (i) the Borrower has satisfied the conditions precedent set forth in Section 4.02, (ii) the Borrower has furnished to the Administrative Agent each of the following documents and (iii) each of the following events shall have occurred, as applicable (such date being the “Effective Date”): (a) The Administrative Agent (or its counsel) shall have received from each Credit Party either (i) a counterpart of each Credit Document to which it is a party signed on behalf of such Credit Party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of each Credit Document to which it is a party. (b) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Xxxxxx Xxxxx & Xxxxxxx LLP, counsel for the Credit Parties and certain of their Subsidiaries and Ice Xxxxxx LLP, special Indiana counsel for the Credit Parties and certain of their Subsidiaries, each in form and substance satisfactory to the Administrative Agent, and covering such other matters relating to such Credit Parties, this Agreement, the other Credit Documents or the Transactions as the Administrative Agent shall reasonably request. The Credit Parties hereby request such counsels to deliver such opinions. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing (if applicable) of the Credit Parties, the authorization of the Transactions and any other legal matters relating to the Credit Parties, this Agreement, the other Credit Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) The Administrative Agent shall have received copies of searches of financing statements filed under the UCC, together with tax lien and judgment searches with respect to the assets of Holdings and its Subsidiaries in such jurisdictions as the Administrative Agent may request. (g) The Administrative Agent shall have received such duly completed UCC-1 financing statements as the Administrative Agent shall have requested to perfect its security interest in the Collateral and such other evidence of the completion (or the making of arrangements satisfactory to the Administrative Agent) of all other actions, recordings and filings of or with respect to the Security Documents and the Collateral that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby. (h) The Administrative Agent shall have received all stock (or unit) certificates evidencing all certificated Equity Interests to be pledged pursuant to the Security Documents, accompanied by stock (or unit) powers executed in blank, and all notes to be pledged pursuant to the Pledge Agreement (including notes evidencing indebtedness required to be so evidenced pursuant to Section 6.01), accompanied by note powers executed in blank. (i) The Administrative Agent shall have received such duly executed (if applicable) UCC-3 termination statements, mortgage releases and all other releases and similar documents as the Administrative Agent may request with respect to any mortgages or security interests in the Collateral securing Indebtedness, if any, being repaid in full on the Effective Date. (j) The Administrative Agent shall have received (a) the audited consolidated balance sheet and statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of and for the fiscal years ended January 31, 2009 and January 31, 2010 and (b) satisfactory unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each of the quarterly periods ended April 30, 2010 and July 31, 2010. (k) The Administrative Agent shall have received financial projections (including, the balance sheets and statements of income and cash flows) of the Borrower and its Subsidiaries for the five fiscal years following the Effective Date, together with such information as the Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made therein, all in form and substance reasonably satisfactory to the Administrative Agent. (l) The Administrative Agent shall have received copies of all Governmental Authority and third party approvals necessary or, in the discretion of the Administrative Agent, advisable in connection with the Transactions and all other documents reasonably requested by the Administrative Agent. (m) The Administrative Agent shall have received evidence that all principal, interest, fees and other amounts owing under the Existing Credit Agreement shall have been (or shall substantially contemporaneously be) repaid in full (it being understood that such amounts may be repaid out of the proceeds of Loans hereunder). (n) The Administrative Agent shall have received insurance certificates or binders for all insurance as the Administrative Agent shall request naming the Administrative Agent, on behalf of the Lenders, as loss payee for any casualty policies and additional insured for any liability policies, in form and substance satisfactory to the Administrative Agent. (o) The Administrative Agent shall have received a Collateral Access Agreement with respect to each material parcel of real property located in the United States and leased by Holdings, the Borrower or any of the Subsidiary Guarantors as the Administrative Agent shall request (or the Borrower shall have undertaken such efforts to obtain same as shall be satisfactory to the Administrative Agent). (p) The Administrative Agent shall have received a Collateral Access Agreement with respect to Collateral held by third parties as the Administrative Agent shall request (or the Borrower shall have undertaken such efforts to obtain same as shall be satisfactory to the Administrative Agent); provided that the Borrower shall not be required to deliver Collateral Access Agreements with respect to the Borrower’s inventory located at retail locations or any locations outside the United States. (q) The Administrative Agent shall have received a consent hereto from each Exiting Lender in form and substance satisfactory to the Administrative Agent. (r) The Administrative Agent shall have received complete copies of the Subordinated Debt Documents. (s) The Administrative Agent shall have received satisfactory evidence that the shareholders of the Borrower have entered into a series of transactions pursuant to which (i) such shareholders have exchanged their Equity Interests in the Borrower for 100% of the Equity Interests of Holdings and (ii) the Borrower has become a Wholly-Owned Subsidiary of Holdings. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on October 31, 2010 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Effectiveness and Initial Advance. This Agreement shall not become effective (in which case the Existing Credit Agreement shall remain in full force and effect) and the Lenders shall not be required to make the initial extensions of credit Advances hereunder unless and until (ia) the Borrower has satisfied the conditions precedent set forth in Section 4.02, (ii) the Borrower has 4.2 and furnished to the Administrative Agent in the number of copies as the Administrative Agent shall have reasonably requested each of the following documents items and (iiib) each of the following events shall conditions have occurred, as applicable (such date being the “Effective Date”):otherwise been satisfied: (a) The Administrative Agent (or its counsel) shall have received from each Credit Party either (i) Copies of the articles or certificate of incorporation of the Borrower and each Material Domestic Subsidiary, together with all amendments, and a counterpart certificate of good standing, each Credit Document certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to which it is a party signed on behalf verify the identity of such Credit Party or Borrower as required by Section 326 of the USA PATRIOT Act. (ii) written evidence satisfactory to Copies, certified by the Administrative Agent (which may include telecopy transmission Secretary or Assistant Secretary of a signed signature page the Borrower and each Material Domestic Subsidiary, of this Agreement) that such party has signed a counterpart its by-laws and of each Credit Document its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it the Borrower and such Material Domestic Subsidiary is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and each Material Domestic Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and each Material Domestic Subsidiary authorized to sign the Loan Documents to which the Borrower and such Material Domestic Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer of the Borrower, stating that (a) on the Effective Date, both immediately before and immediately after the effectiveness of this Agreement, no Default or Unmatured Default (as such terms are defined in either the Existing Credit Agreement or this Agreement) has occurred and is continuing and (b) The Administrative Agent shall have received favorable no LC Disbursements are outstanding. (v) A written opinions (opinion of the Borrower’s counsel, addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Xxxxxx Xxxxx & Xxxxxxx LLP, counsel for the Credit Parties and certain of their Subsidiaries and Ice Xxxxxx LLP, special Indiana counsel for the Credit Parties and certain of their Subsidiaries, each in form and substance satisfactory reasonably acceptable to the Administrative Agent, and covering such other matters relating to such Credit Parties, this Agreement, the other Credit Documents or the Transactions as the Administrative Agent shall reasonably request. The Credit Parties hereby request such counsels to deliver such opinions. (cvi) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating Any Notes requested by a Lender pursuant to Section 2.16 payable to the organization, existence and good standing (if applicable) order of the Credit Parties, the authorization of the Transactions and any other legal matters relating to the Credit Parties, this Agreement, the other Credit Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counseleach such requesting Lender. (dvii) The Administrative Agent shall have received a certificate, dated the Effective Date and signed This Agreement executed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (eviii) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to An affirmation of the Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid Guaranty by the Borrower hereunder. Guarantors (fother than Travelers Acquisition, Inc.) The Administrative Agent shall have received copies of searches of financing statements filed under the UCC, together with tax lien and judgment searches with respect to the assets of Holdings and its Subsidiaries in such jurisdictions as the Administrative Agent may request. (g) The Administrative Agent shall have received such duly completed UCC-1 financing statements as the Administrative Agent shall have requested to perfect its security interest in the Collateral and such other evidence of the completion (or the making of arrangements satisfactory to the Administrative Agent) of all other actions, recordings and filings of or with respect to the Security Documents and the Collateral that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby. (h) The Administrative Agent shall have received all stock (or unit) certificates evidencing all certificated Equity Interests to be pledged pursuant to the Security Documents, accompanied by stock (or unit) powers executed in blank, and all notes to be pledged pursuant to the Pledge Agreement (including notes evidencing indebtedness required to be so evidenced pursuant to Section 6.01), accompanied by note powers executed in blank. (i) The Administrative Agent shall have received such duly executed (if applicable) UCC-3 termination statements, mortgage releases and all other releases and similar documents as the Administrative Agent may request with respect to any mortgages or security interests in the Collateral securing Indebtedness, if any, being repaid in full on the Effective Date. (j) The Administrative Agent shall have received (a) the audited consolidated balance sheet and statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of and for the fiscal years ended January 31, 2009 and January 31, 2010 and (b) satisfactory unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each of the quarterly periods ended April 30, 2010 and July 31, 2010. (k) The Administrative Agent shall have received financial projections (including, the balance sheets and statements of income and cash flows) of the Borrower and its Subsidiaries for the five fiscal years following the Effective Date, together with such information as the Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made therein, all in form and substance reasonably satisfactory to the Administrative AgentAgent and a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent whereby Travelers Acquisition, Inc. joins the Guaranty as a Guarantor. (lix) The Administrative Agent shall have received copies of all Governmental Authority and third party approvals necessary or, in the discretion of the Administrative Agent, advisable in connection with the Transactions and all other documents reasonably requested by the Administrative Agent. (m) The Administrative Agent shall have received evidence that all principal, interest, All accrued Facility LC fees and other amounts owing facility fees under the Existing Credit Agreement shall have been (paid and all separately agreed amounts owing from the Borrower to the Administrative Agent or the Arranger shall substantially contemporaneously be) repaid in full (it being understood that such amounts may be repaid out of the proceeds of Loans hereunder)have been paid. (nx) The Administrative Agent shall have received insurance certificates or binders for all insurance as A consent from the Administrative Agent shall request naming the Administrative Agent, on behalf of the Lenders, as loss payee for any casualty policies and additional insured for any liability policies, Exiting Lender in form and substance satisfactory to the Administrative Agent. (oxi) The Administrative Agent shall Such other documents as any Lender or its counsel may have received a Collateral Access Agreement with respect to each material parcel of real property located in the United States and leased by Holdings, the Borrower or any of the Subsidiary Guarantors as the Administrative Agent shall request (or the Borrower shall have undertaken such efforts to obtain same as shall be satisfactory to the Administrative Agent)reasonably requested. (p) The Administrative Agent shall have received a Collateral Access Agreement with respect to Collateral held by third parties as the Administrative Agent shall request (or the Borrower shall have undertaken such efforts to obtain same as shall be satisfactory to the Administrative Agent); provided that the Borrower shall not be required to deliver Collateral Access Agreements with respect to the Borrower’s inventory located at retail locations or any locations outside the United States. (q) The Administrative Agent shall have received a consent hereto from each Exiting Lender in form and substance satisfactory to the Administrative Agent. (r) The Administrative Agent shall have received complete copies of the Subordinated Debt Documents. (s) The Administrative Agent shall have received satisfactory evidence that the shareholders of the Borrower have entered into a series of transactions pursuant to which (i) such shareholders have exchanged their Equity Interests in the Borrower for 100% of the Equity Interests of Holdings and (ii) the Borrower has become a Wholly-Owned Subsidiary of Holdings. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on October 31, 2010 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Effectiveness and Initial Advance. This Agreement shall not become effective and the Lenders shall not be required to make the initial extensions of credit Advances hereunder unless (i) the Borrower has satisfied the conditions precedent set forth in Section 4.024.2, (ii) the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders each of the following documents and (iii) each of the following events shall have occurred, as applicable (such date being the “Effective Date”): (ai) The Copies of the articles or certificate of incorporation of the Borrower and each Material Domestic Subsidiary, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation and each other jurisdiction as requested by Administrative Agent, as well as any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent (or its counsel) shall have received from each Credit Party either (i) a counterpart any Lender to verify the identity of each Credit Document to which it is a party signed on behalf Borrower as required by Section 326 of such Credit Party or the USA PATRIOT Act. (ii) written evidence satisfactory to Copies, certified by the Administrative Agent (which Secretary or Assistant Secretary of the Borrower and each Material Domestic Subsidiary, of its by-laws and of the resolutions of its Board of Directors or executive committee as the case may include telecopy transmission be and of a signed signature page resolutions or actions of this Agreement) that such party has signed a counterpart any other body authorizing the execution of each Credit Document the Loan Documents to which it the Borrower and such Material Domestic Subsidiary is a party. (biii) The An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and each Material Domestic Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and each Material Domestic Subsidiary authorized to sign the Loan Documents to which the Borrower and such Material Domestic Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall have received favorable be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the Effective Date, (A) both immediately before and immediately after the effectiveness of this Agreement, no Default or Unmatured Default (as such terms are defined in either the Existing Credit Agreement or this Agreement) has occurred and is continuing and (B) there are no unreimbursed drawings under Existing Letters of Credit. (v) A written opinions (opinion of counsel to the Credit Parties, addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Xxxxxx Xxxxx & Xxxxxxx LLP, counsel for the Credit Parties and certain of their Subsidiaries and Ice Xxxxxx LLP, special Indiana counsel for the Credit Parties and certain of their Subsidiaries, each in form and substance satisfactory to the Administrative Agent, and covering such other matters relating to such Credit Parties, this Agreement, the other Credit Documents or the Transactions as the Administrative Agent shall reasonably request. The Credit Parties hereby request such counsels to deliver such opinions. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing (if applicable) of the Credit Parties, the authorization of the Transactions and any other legal matters relating to the Credit Parties, this Agreement, the other Credit Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) The Administrative Agent shall have received copies of searches of financing statements filed under the UCC, together with tax lien and judgment searches with respect to the assets of Holdings and its Subsidiaries in such jurisdictions as the Administrative Agent may request. (g) The Administrative Agent shall have received such duly completed UCC-1 financing statements as the Administrative Agent shall have requested to perfect its security interest in the Collateral and such other evidence of the completion (or the making of arrangements satisfactory to the Administrative Agent) of all other actions, recordings and filings of or with respect to the Security Documents and the Collateral that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby. (h) The Administrative Agent shall have received all stock (or unit) certificates evidencing all certificated Equity Interests to be pledged pursuant to the Security Documents, accompanied by stock (or unit) powers executed in blank, and all notes to be pledged pursuant to the Pledge Agreement (including notes evidencing indebtedness required to be so evidenced pursuant to Section 6.01), accompanied by note powers executed in blank. (i) The Administrative Agent shall have received such duly executed (if applicable) UCC-3 termination statements, mortgage releases and all other releases and similar documents as the Administrative Agent may request with respect to any mortgages or security interests in the Collateral securing Indebtedness, if any, being repaid in full on the Effective Date. (j) The Administrative Agent shall have received (a) the audited consolidated balance sheet and statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of and for the fiscal years ended January 31, 2009 and January 31, 2010 and (b) satisfactory unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each of the quarterly periods ended April 30, 2010 and July 31, 2010. (k) The Administrative Agent shall have received financial projections (including, the balance sheets and statements of income and cash flows) of the Borrower and its Subsidiaries for the five fiscal years following the Effective Date, together with such information as the Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made therein, all in form and substance reasonably satisfactory acceptable to the Administrative Agent. (lvi) The Administrative Agent shall have received copies of all Governmental Authority and third party approvals necessary or, in the discretion of the Administrative Agent, advisable in connection with the Transactions and all other documents reasonably Any Notes requested by the Administrative Agenta Lender pursuant to Section 2.14 payable to each such requesting Lender. (mvii) This Agreement executed by the Borrower. (viii) The Administrative Agent shall have received evidence that all principal, interest, Affirmation executed by the Borrower and each Guarantor. (ix) All accrued Facility LC fees and other amounts owing commitment fees and all outstanding Loans under the Existing Credit Agreement shall have been (paid, there shall be no unreimbursed drawings under any Existing Letters of Credit and all separately agreed amounts owing from the Borrower to the Administrative Agent or the Arranger shall substantially contemporaneously be) repaid in full have been paid (it being understood that such amounts payments may be repaid made out of Advances hereunder made on the proceeds of Loans hereunderEffective Date). (nx) The Administrative Agent shall have received insurance Insurance certificates or binders for all insurance as required to be maintained pursuant to Section 4.3.2 of the Administrative Agent shall request Security Agreement and the Subsidiary Security Agreement naming the Administrative Agent, on behalf of the Lenders, as loss payee for any casualty policies and additional insured for any liability policies, all in form and substance reasonably satisfactory to the Administrative Agent. (oxi) The Administrative Agent shall have received a Collateral Access Agreement A solvency certificate with respect to each material parcel of real property located in the United States and leased by Holdings, the Borrower or any and its Subsidiaries signed by an Authorized Officer of the Subsidiary Guarantors as the Administrative Agent shall request (or the Borrower shall have undertaken such efforts to obtain same as shall be satisfactory in form and substance reasonably acceptable to the Administrative Agent). (pxii) The Administrative Agent shall have received a Collateral Access Agreement with respect to Collateral held by third parties as the Administrative Agent shall request (or Audited consolidated financial statements of the Borrower shall have undertaken such efforts to obtain same as shall be satisfactory to the Administrative Agent); provided that for fiscal years 2009 and 2010 and unaudited consolidated financial statements of the Borrower shall not be required to deliver Collateral Access Agreements with respect to the Borrower’s inventory located at retail locations or any locations outside the United States. (q) The Administrative Agent shall have received a consent hereto from for each Exiting Lender fiscal quarter thereafter for which such financial statements are publicly available, in form and substance each case satisfactory to the Administrative Agent. (rxiii) The Projections for the Borrower and its Subsidiaries for fiscal years 2011 through 2015, together with such information as the Administrative Agent shall have received complete copies of may reasonably request to confirm the Subordinated Debt Documentstax, legal and business assumptions made in such projections. (sxiv) The Administrative Agent shall have received satisfactory evidence that Copies of searches of financing statements filed under the shareholders Uniform Commercial Code with respect to the assets of the Borrower have entered into and its Domestic Subsidiaries in such jurisdictions as the Administrative Agent may request. (xv) A consent from each Exiting Lender in form satisfactory to the Administrative Agent. (xvi) Evidence reasonably satisfactory to the Administrative Agent that Liens creating a series of transactions pursuant first priority security interest (subject only to which (iLiens expressly permitted by Section 6.15) such shareholders have exchanged their Equity Interests in the Borrower for 100% of the Equity Interests of Holdings and Collateral shall have been perfected. (iixvii) the Borrower has become a Wholly-Owned Subsidiary of Holdings. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (Such other documents as any Lender or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on October 31, 2010 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time)its counsel may have reasonably requested.

Effectiveness and Initial Advance. This Agreement shall not become effective and the Lenders shall not be required to make the initial extensions of credit Advances hereunder unless (i) the Borrower has satisfied the conditions precedent set forth in Section 4.02, (ii) the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders each of the following documents and (iii) each of the following events shall have occurred, as applicable (such date being the “Effective Date”):applicable: (a) The Administrative Agent (or its counsel) shall have received from the Required Lenders and from each Credit Party either (i) a counterpart of each Credit Document to which it is a party signed on behalf of such Credit Party party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of each such Credit Document to which it is a partyDocument. (b) The Administrative Agent shall have received a favorable written opinions opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Xxxxxx Xxxxx Xxxxxxx & Xxxxxxx Xxxxx, LLP, counsel for the Credit Parties and certain of their Subsidiaries and Ice Xxxxxx LLP, special Indiana counsel for the Credit Parties and certain of their Subsidiaries, each Borrower in form and substance satisfactory to the Administrative Agent, Agent and covering such other matters relating to such Credit Parties, this Agreement, the other Credit Documents or the Transactions as the Administrative Agent shall reasonably requestits counsel. The Credit Parties Borrower hereby request requests such counsels counsel to deliver such opinionsopinion. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing (if applicable) of the Credit PartiesBorrower, the authorization of the Transactions and any other legal matters relating to the Credit Parties, this Agreement, the other Credit Documents Borrower or the TransactionsCredit Documents, all in form and substance satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (e) The Administrative Agent shall have received from the Borrower all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-out of pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) The Administrative Agent shall have received copies of searches of financing statements filed under the UCC, together with tax lien and judgment searches such information with respect to the assets of Holdings and its Subsidiaries in such jurisdictions as the Administrative Agent may request. (g) The Administrative Agent shall have received such duly completed UCC-1 financing statements Restructuring Transactions as the Administrative Agent shall have reasonably requested to perfect its security interest in the Collateral and such other evidence of the completion (or the making of arrangements satisfactory to the Administrative Agent) of all other actions, recordings and filings of or with respect to the Security Documents and the Collateral that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby. (h) The Administrative Agent information shall have received all stock (or unit) certificates evidencing all certificated Equity Interests to be pledged pursuant to the Security Documents, accompanied by stock (or unit) powers executed in blank, and all notes to be pledged pursuant to the Pledge Agreement (including notes evidencing indebtedness required to be so evidenced pursuant to Section 6.01), accompanied by note powers executed in blank. (i) The Administrative Agent shall have received such duly executed (if applicable) UCC-3 termination statements, mortgage releases and all other releases and similar documents as the Administrative Agent may request with respect to any mortgages or security interests in the Collateral securing Indebtedness, if any, being repaid in full on the Effective Date. (j) The Administrative Agent shall have received (a) the audited consolidated balance sheet and statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of and for the fiscal years ended January 31, 2009 and January 31, 2010 and (b) satisfactory unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each of the quarterly periods ended April 30, 2010 and July 31, 2010. (k) The Administrative Agent shall have received financial projections (including, the balance sheets and statements of income and cash flows) of the Borrower and its Subsidiaries for the five fiscal years following the Effective Date, together with such information as the Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made therein, all in form and substance reasonably satisfactory to the Administrative Agent. (lg) The Administrative Agent shall have received copies of all Governmental Authority and third party approvals necessary or, in the discretion of the Administrative Agent, advisable in connection with the Transactions and all other documents reasonably requested by the Administrative Agent. (m) The Administrative Agent shall have received evidence that all principal, interest, fees and other amounts owing under the Existing Credit Agreement shall have been (or shall substantially contemporaneously be) repaid in full (it being understood that such amounts may be repaid out of the proceeds of Loans hereunder). (n) The Administrative Agent shall have received insurance certificates or binders for all insurance as the Administrative Agent shall request naming the Administrative Agent, on behalf of the Lenders, as loss payee for any casualty policies and additional insured for any liability policies, in form and substance satisfactory to the Administrative Agent. (o) The Administrative Agent shall have received a Collateral Access Agreement with respect to each material parcel of real property located in the United States and leased by Holdings, the Borrower or any of the Subsidiary Guarantors as the Administrative Agent shall request (or the Borrower shall have undertaken such efforts to obtain same as shall be satisfactory to the Administrative Agent). (p) The Administrative Agent shall have received a Collateral Access Agreement with respect to Collateral held by third parties as the Administrative Agent shall request (or the Borrower shall have undertaken such efforts to obtain same as shall be satisfactory to the Administrative Agent); provided that the Borrower shall not be required to deliver Collateral Access Agreements with respect to the Borrower’s inventory located at retail locations or any locations outside the United States. (q) The Administrative Agent shall have received a consent hereto from each Exiting Lender in form and substance satisfactory to the Administrative Agent. (r) The Administrative Agent shall have received complete copies of the Subordinated Debt Documents. (s) The Administrative Agent shall have received satisfactory evidence that the shareholders of the Borrower have entered into a series of transactions pursuant to which (i) such shareholders have exchanged their Equity Interests in the Borrower for 100% of the Equity Interests of Holdings and (ii) the Borrower has become a Wholly-Owned Subsidiary of Holdings. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on October December 31, 2010 2006 (and, in the event such conditions are not so satisfied or waived, ,) this Agreement shall be of no force and effect (but the Commitments shall terminate at such timeExisting Credit Agreement will remain in full force and effect).

Effectiveness and Initial Advance. This Agreement shall not become effective and the Lenders shall not be required to make the initial extensions of credit Advances hereunder unless (i) the Borrower has satisfied the conditions precedent set forth in Section 4.024.2, (ii) the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders each of the following documents and (iii) each of the following events shall have occurred, as applicable (such date being the “Effective Date”): (ai) The Copies of the articles or certificate of incorporation of the Borrower and each Material Domestic Subsidiary, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation and each other jurisdiction as requested by Administrative Agent, as well as any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent (or its counsel) shall have received from each Credit Party either (i) a counterpart any Lender to verify the identity of each Credit Document to which it is a party signed on behalf Borrower as required by Section 326 of such Credit Party or the USA PATRIOT Act. (ii) written evidence satisfactory to Copies, certified by the Administrative Agent (which Secretary or Assistant Secretary of the Borrower and each Material Domestic Subsidiary, of its by-laws and of the resolutions of its Board of Directors or executive committee as the case may include telecopy transmission be and of a signed signature page resolutions or actions of this Agreement) that such party has signed a counterpart any other body authorizing the execution of each Credit Document the Loan Documents to which it the Borrower and such Material Domestic Subsidiary is a party. (biii) The An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and each Material Domestic Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and each Material Domestic Subsidiary authorized to sign the Loan Documents to which the Borrower and such Material Domestic Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall have received favorable be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the Effective Date, (A) both immediately before and immediately after the effectiveness of this Agreement, no Default or Unmatured Default (as such terms are defined in either the Existing Credit Agreement or this Agreement) has occurred and is continuing and (B) there are no unreimbursed drawings under Existing Letters of Credit. (v) A written opinions (opinion of counsel to the Credit Parties, addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Xxxxxx Xxxxx & Xxxxxxx LLP, counsel for the Credit Parties and certain of their Subsidiaries and Ice Xxxxxx LLP, special Indiana counsel for the Credit Parties and certain of their Subsidiaries, each in form and substance satisfactory to the Administrative Agent, and covering such other matters relating to such Credit Parties, this Agreement, the other Credit Documents or the Transactions as the Administrative Agent shall reasonably request. The Credit Parties hereby request such counsels to deliver such opinions. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing (if applicable) of the Credit Parties, the authorization of the Transactions and any other legal matters relating to the Credit Parties, this Agreement, the other Credit Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) The Administrative Agent shall have received copies of searches of financing statements filed under the UCC, together with tax lien and judgment searches with respect to the assets of Holdings and its Subsidiaries in such jurisdictions as the Administrative Agent may request. (g) The Administrative Agent shall have received such duly completed UCC-1 financing statements as the Administrative Agent shall have requested to perfect its security interest in the Collateral and such other evidence of the completion (or the making of arrangements satisfactory to the Administrative Agent) of all other actions, recordings and filings of or with respect to the Security Documents and the Collateral that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby. (h) The Administrative Agent shall have received all stock (or unit) certificates evidencing all certificated Equity Interests to be pledged pursuant to the Security Documents, accompanied by stock (or unit) powers executed in blank, and all notes to be pledged pursuant to the Pledge Agreement (including notes evidencing indebtedness required to be so evidenced pursuant to Section 6.01), accompanied by note powers executed in blank. (i) The Administrative Agent shall have received such duly executed (if applicable) UCC-3 termination statements, mortgage releases and all other releases and similar documents as the Administrative Agent may request with respect to any mortgages or security interests in the Collateral securing Indebtedness, if any, being repaid in full on the Effective Date. (j) The Administrative Agent shall have received (a) the audited consolidated balance sheet and statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of and for the fiscal years ended January 31, 2009 and January 31, 2010 and (b) satisfactory unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each of the quarterly periods ended April 30, 2010 and July 31, 2010. (k) The Administrative Agent shall have received financial projections (including, the balance sheets and statements of income and cash flows) of the Borrower and its Subsidiaries for the five fiscal years following the Effective Date, together with such information as the Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made therein, all in form and substance reasonably satisfactory acceptable to the Administrative Agent. (lvi) The Administrative Agent shall have received copies of all Governmental Authority and third party approvals necessary or, in the discretion of the Administrative Agent, advisable in connection with the Transactions and all other documents reasonably Any Notes requested by the Administrative Agenta Lender pursuant to Section 2.14 payable to each such requesting Lender. (mvii) The Administrative Agent shall have received evidence that all principalThis Agreement executed by the Borrower. (viii) Each of the Collateral Documents executed by the Borrower and each Guarantor, interest, as applicable. (ix) All accrued Facility LC fees and other amounts owing commitment fees and all outstanding Loans under the Existing Credit Agreement shall have been paid (or, with respect to the outstanding Term Loans (as defined in the Existing Credit Agreement), converted to and continued as Revolving Loans pursuant to this Agreement), there shall be no unreimbursed drawings under any Existing Letters of Credit and all separately agreed amounts owing from the Borrower to the Administrative Agent or the Arranger shall substantially contemporaneously be) repaid in full have been paid (it being understood that such amounts payments may be repaid made out of Advances hereunder made on the proceeds of Loans hereunderEffective Date). (nx) The Administrative Agent shall have received insurance Insurance certificates or binders for all insurance as required to be maintained pursuant to Section 4.3.2 of the Administrative Agent shall request Security Agreement and the Subsidiary Security Agreement naming the Administrative Agent, on behalf of the Lenders, as loss payee for any casualty policies and additional insured for any liability policies, all in form and substance reasonably satisfactory to the Administrative Agent. (oxi) The Administrative Agent shall have received a Collateral Access Agreement with respect to each material parcel of real property located in the United States and leased by Holdings, the Borrower or any of the Subsidiary Guarantors as the Administrative Agent shall request (or the Borrower shall have undertaken such efforts to obtain same as shall be satisfactory to the Administrative Agent). (p) The Administrative Agent shall have received a Collateral Access Agreement with respect to Collateral held by third parties as the Administrative Agent shall request (or the Borrower shall have undertaken such efforts to obtain same as shall be satisfactory to the Administrative Agent); provided that the Borrower shall not be required to deliver Collateral Access Agreements A solvency certificate with respect to the Borrower’s inventory located at retail locations or any locations outside the United States. (q) The Administrative Agent shall have received a consent hereto from each Exiting Lender Borrower and its Subsidiaries signed by an Authorized Officer of Borrower in form and substance satisfactory reasonably acceptable to the Administrative Agent. (rxii) The Projections for the Borrower and its Subsidiaries for fiscal years 2019 through 2023, together with such information as the Administrative Agent shall have received complete copies of may reasonably request to confirm the Subordinated Debt Documentstax, legal and business assumptions made in such projections. (sxiii) The Administrative Agent shall have received satisfactory evidence that Copies of searches of financing statements filed under the shareholders Uniform Commercial Code with respect to the assets of the Borrower have entered into and its Domestic Subsidiaries in such jurisdictions as the Administrative Agent may request. (xiv) Evidence reasonably satisfactory to the Administrative Agent that Liens creating a series of transactions pursuant first priority security interest (subject only to which (iLiens expressly permitted by Section 6.15) such shareholders have exchanged their Equity Interests in the Borrower for 100% Collateral shall have been perfected. (xv) All governmental and third party approvals necessary or, in the reasonable judgment of the Equity Interests Administrative Agent, advisable in connection with the credit facility established hereby or the continuing operations of Holdings and (ii) the Borrower has become a Wholly-Owned Subsidiary of Holdings. The Administrative Agent shall notify the Borrower and its Subsidiaries shall have been obtained and be in full force and effect. (xvi) To the Lenders of extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least 5 days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such notice Lender of its signature page to this Agreement, the condition set forth in this clause (xvi) shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders deemed to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on October 31, 2010 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such timebe satisfied). (xvii) Such other documents as any Lender or its counsel may have reasonably requested.

Effectiveness and Initial Advance. This Agreement shall not become effective and the Lenders shall not be required to make the initial extensions of credit hereunder unless (i) the Borrower has satisfied the conditions precedent set forth in Section 4.02, (ii) the Borrower has furnished to the Administrative Agent (or its counsel) each of the following documents and (iii) each of the following events shall have occurred, as applicable (such date being the “Effective Date”): (a) The Administrative Agent (or its counsel) shall have received from each Credit Party either (i) a counterpart of each Credit Document to which it is a party signed on behalf of such Credit Party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of each Credit Document to which it is a party. (b) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Ice Xxxxxx Xxxxx & Xxxxxxx LLP, counsel for the Credit Parties and certain of their Subsidiaries and Ice Xxxxxx LLP, special Indiana counsel for the Credit Parties and certain of their Subsidiaries, each in form and substance satisfactory to the Administrative Agent, and covering such other matters relating to such Credit Parties, this Agreement, the other Credit Documents or the Transactions as the Administrative Agent shall reasonably request. The Credit Parties hereby request such counsels counsel to deliver such opinions. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing (if applicable) of the Credit Parties, the authorization of the Transactions and any other legal matters relating to the Credit Parties, this Agreement, the other Credit Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) The Administrative Agent shall have received copies of searches of financing statements filed under the UCC, together with tax lien and judgment searches with respect to the assets of Holdings and its Subsidiaries subsidiaries in such jurisdictions as the Administrative Agent may request. (g) The Administrative Agent shall have received such duly completed UCC-1 financing statements as the Administrative Agent shall have requested to perfect its security interest in the Collateral and such other evidence of the completion (or the making of arrangements satisfactory to the Administrative Agent) of all other actions, recordings and filings of or with respect to the Security Documents and the Collateral that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby. (h) The Administrative Agent shall have received all stock (or unit) certificates evidencing all certificated Equity Interests to be pledged pursuant to the Security Documents, accompanied by stock (or unit) powers executed in blank, and all notes to be pledged pursuant to the Pledge Agreement (including notes evidencing indebtedness required to be so evidenced pursuant to Section 6.01), accompanied by note powers executed in blank. (i) The Administrative Agent shall have received such duly executed (if applicable) UCC-3 termination statements, mortgage releases and all other releases and similar documents as the Administrative Agent may request with respect to any mortgages or security interests in the Collateral securing Indebtedness, if any, being repaid in full on the Effective Date.[Intentionally Omitted] (j) The Administrative Agent shall have received (a) the audited consolidated balance sheet and statements of income, stockholders’ equity and cash flows of the Borrower Holdings and its Subsidiaries subsidiaries as of and for the fiscal years ended January 31February 2, 2009 2014 and January 31, 2010 2015 and (b) satisfactory unaudited interim consolidated financial statements of the Borrower Holdings and its Subsidiaries subsidiaries for each of the quarterly periods period ended April 30May 2, 2010 and July 31, 20102015. (k) The Administrative Agent shall have received financial projections (including, the balance sheets and statements of income and cash flows) of the Borrower Holdings and its Subsidiaries subsidiaries for the five fiscal years following the Effective Date, together with such information as the Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made therein, all in form and substance reasonably satisfactory to the Administrative Agent. (l) The Administrative Agent shall have received copies of all Governmental Authority and third party approvals necessary or, in the discretion of the Administrative Agent, advisable in connection with the Transactions and all other documents reasonably requested by the Administrative Agent. (m) The Administrative Agent shall have received evidence that all principal, interest, fees and other amounts owing under the Existing Credit Agreement shall have been (or shall substantially contemporaneously be) repaid in full (it being understood that such amounts may be repaid out of the proceeds of Loans hereunder). (n) The Administrative Agent shall have received insurance certificates or binders for all insurance as the Administrative Agent shall request naming the Administrative Agent, on behalf of the Lenders, as loss payee for any casualty policies and additional insured for any liability policies, in form and substance satisfactory to the Administrative Agent. (o) The Administrative Agent shall have received a Collateral Access Agreement with respect to each material parcel of real property located in the United States and leased by Holdings, the Borrower or any of the Subsidiary Guarantors as the Administrative Agent shall request (or the Borrower shall have undertaken such efforts to obtain same as shall be satisfactory to the Administrative Agent); provided that the Borrower shall not be required to deliver Collateral Access Agreements with respect to the Borrower’s inventory located at retail locations or any locations outside the United States. (p) The Administrative Agent shall have received a Collateral Access Agreement with respect to Collateral held by third parties as the Administrative Agent shall request (or the Borrower shall have undertaken such efforts to obtain same as shall be satisfactory to the Administrative Agent); provided that the Borrower shall not be required to deliver Collateral Access Agreements with respect to the Borrower’s inventory located at retail locations or any locations outside the United States. (q) The Administrative Agent shall have received a consent hereto from each Exiting Lender in form and substance satisfactory to the Administrative Agent. (r) The Administrative Agent shall have received complete copies of the Subordinated Debt Documents. (s) The Administrative Agent shall have received satisfactory evidence that the shareholders of the Borrower have entered into a series of transactions pursuant to which (i) such shareholders have exchanged their Equity Interests in the Borrower for 100% of the Equity Interests of Holdings and (ii) the Borrower has become a Wholly-Owned Subsidiary of Holdings. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on October 31July 15, 2010 2015 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Effectiveness and Initial Advance. This Agreement shall not become effective and the Lenders shall not be required to make the initial extensions of credit Advances hereunder unless (i) the Borrower has satisfied the conditions precedent set forth in Section 4.024.2, (ii) the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders each of the following documents and (iii) each of the following events shall have occurred, as applicable (such date being the “Effective Date”): (ai) The Copies of the articles or certificate of incorporation of the Borrower and each Material Domestic Subsidiary, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation and each other jurisdiction as requested by Administrative Agent, as well as any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent (or its counsel) shall have received from each Credit Party either (i) a counterpart any Lender to verify the identity of each Credit Document to which it is a party signed on behalf Borrower as required by Section 326 of such Credit Party or the USA PATRIOT Act. (ii) written evidence satisfactory to Copies, certified by the Administrative Agent (which Secretary or Assistant Secretary of the Borrower and each Material Domestic Subsidiary, of its by-laws and of the resolutions of its Board of Directors or executive committee as the case may include telecopy transmission be and of a signed signature page resolutions or actions of this Agreement) that such party has signed a counterpart any other body authorizing the execution of each Credit Document the Loan Documents to which it the Borrower and such Material Domestic Subsidiary is a party. (biii) The An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and each Material Domestic Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and each Material Domestic Subsidiary authorized to sign the Loan Documents to which the Borrower and such Material Domestic Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall have received favorable be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the Effective Date, (A) both immediately before and immediately after the effectiveness of this Agreement, no Default or Unmatured Default (as such terms are defined in either the Existing Credit Agreement or this Agreement) has occurred and is continuing and (B) there are no unreimbursed drawings under Existing Letters of Credit. (v) A written opinions (opinion of counsel to the Credit Parties, addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Xxxxxx Xxxxx & Xxxxxxx LLP, counsel for the Credit Parties and certain of their Subsidiaries and Ice Xxxxxx LLP, special Indiana counsel for the Credit Parties and certain of their Subsidiaries, each in form and substance satisfactory to the Administrative Agent, and covering such other matters relating to such Credit Parties, this Agreement, the other Credit Documents or the Transactions as the Administrative Agent shall reasonably request. The Credit Parties hereby request such counsels to deliver such opinions. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing (if applicable) of the Credit Parties, the authorization of the Transactions and any other legal matters relating to the Credit Parties, this Agreement, the other Credit Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) The Administrative Agent shall have received copies of searches of financing statements filed under the UCC, together with tax lien and judgment searches with respect to the assets of Holdings and its Subsidiaries in such jurisdictions as the Administrative Agent may request. (g) The Administrative Agent shall have received such duly completed UCC-1 financing statements as the Administrative Agent shall have requested to perfect its security interest in the Collateral and such other evidence of the completion (or the making of arrangements satisfactory to the Administrative Agent) of all other actions, recordings and filings of or with respect to the Security Documents and the Collateral that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby. (h) The Administrative Agent shall have received all stock (or unit) certificates evidencing all certificated Equity Interests to be pledged pursuant to the Security Documents, accompanied by stock (or unit) powers executed in blank, and all notes to be pledged pursuant to the Pledge Agreement (including notes evidencing indebtedness required to be so evidenced pursuant to Section 6.01), accompanied by note powers executed in blank. (i) The Administrative Agent shall have received such duly executed (if applicable) UCC-3 termination statements, mortgage releases and all other releases and similar documents as the Administrative Agent may request with respect to any mortgages or security interests in the Collateral securing Indebtedness, if any, being repaid in full on the Effective Date. (j) The Administrative Agent shall have received (a) the audited consolidated balance sheet and statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of and for the fiscal years ended January 31, 2009 and January 31, 2010 and (b) satisfactory unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each of the quarterly periods ended April 30, 2010 and July 31, 2010. (k) The Administrative Agent shall have received financial projections (including, the balance sheets and statements of income and cash flows) of the Borrower and its Subsidiaries for the five fiscal years following the Effective Date, together with such information as the Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made therein, all in form and substance reasonably satisfactory acceptable to the Administrative Agent. (lvi) The Administrative Agent shall have received copies of all Governmental Authority and third party approvals necessary or, in the discretion of the Administrative Agent, advisable in connection with the Transactions and all other documents reasonably Any Notes requested by the Administrative Agenta Lender pursuant to Section 2.14 payable to each such requesting Lender. (mvii) The Administrative Agent shall have received evidence that all principalThis Agreement executed by the Borrower. (viii) Each of the Collateral Documents executed by the Borrower and each Guarantor, interest, as applicable. (ix) All accrued Facility LC fees and other amounts owing commitment fees and all outstanding Loans under the Existing Credit Agreement shall have been (paid, there shall be no unreimbursed drawings under any Existing Letters of Credit and all separately agreed amounts owing from the Borrower to the Administrative Agent or the Arranger shall substantially contemporaneously be) repaid in full have been paid (it being understood that such amounts payments may be repaid made out of Advances hereunder made on the proceeds of Loans hereunderEffective Date). (nx) The Administrative Agent shall have received insurance Insurance certificates or binders for all insurance as required to be maintained pursuant to Section 4.3.2 of the Administrative Agent shall request Security Agreement and the Subsidiary Security Agreement naming the Administrative Agent, on behalf of the Lenders, as loss payee for any casualty policies and additional insured for any liability policies, all in form and substance reasonably satisfactory to the Administrative Agent. (oxi) The Administrative Agent shall have received a Collateral Access Agreement A solvency certificate with respect to each material parcel of real property located in the United States and leased by Holdings, the Borrower or any and its Subsidiaries signed by an Authorized Officer of the Subsidiary Guarantors as the Administrative Agent shall request (or the Borrower shall have undertaken such efforts to obtain same as shall be satisfactory in form and substance reasonably acceptable to the Administrative Agent). (pxii) The Administrative Agent shall have received a Collateral Access Agreement with respect to Collateral held by third parties as the Administrative Agent shall request (or Audited consolidated financial statements of the Borrower shall have undertaken such efforts to obtain same as shall be satisfactory to the Administrative Agent); provided that for fiscal year 2013 and unaudited consolidated financial statements of the Borrower shall not be required to deliver Collateral Access Agreements with respect to the Borrower’s inventory located at retail locations or any locations outside the United States. (q) The Administrative Agent shall have received a consent hereto from for each Exiting Lender fiscal quarter thereafter for which such financial statements are publicly available, in form and substance each case satisfactory to the Administrative Agent. (rxiii) The Projections for the Borrower and its Subsidiaries for fiscal years 2015 through 2019, together with such information as the Administrative Agent shall have received complete copies of may reasonably request to confirm the Subordinated Debt Documentstax, legal and business assumptions made in such projections. (sxiv) The Administrative Agent shall have received satisfactory evidence that Copies of searches of financing statements filed under the shareholders Uniform Commercial Code with respect to the assets of the Borrower have entered into and its Domestic Subsidiaries in such jurisdictions as the Administrative Agent may request. (xv) Evidence reasonably satisfactory to the Administrative Agent that Liens creating a series of transactions pursuant first priority security interest (subject only to which (iLiens expressly permitted by Section 6.15) such shareholders have exchanged their Equity Interests in the Borrower for 100% of the Equity Interests of Holdings and Collateral shall have been perfected. (iixvi) the Borrower has become a Wholly-Owned Subsidiary of Holdings. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (Such other documents as any Lender or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on October 31, 2010 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time)its counsel may have reasonably requested.

Effectiveness and Initial Advance. This Agreement shall not become effective and the Lenders shall not be required to make the initial extensions of credit Advances hereunder unless (i) the Borrower has satisfied the conditions precedent set forth in Section 4.024.2, (ii) the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders each of the following documents and (iii) each of the following events shall have occurred, as applicable (such date being the “Effective Date”): (ai) The Copies of the articles or certificate of incorporation of the Borrower and each Material Domestic Subsidiary, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation and each other jurisdiction as requested by Administrative Agent, as well as any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent (or its counsel) shall have received from each Credit Party either (i) a counterpart any Lender to verify the identity of each Credit Document to which it is a party signed on behalf Borrower as required by Section 326 of such Credit Party or the USA PATRIOT Act. (ii) written evidence satisfactory to Copies, certified by the Administrative Agent (which Secretary or Assistant Secretary of the Borrower and each Material Domestic Subsidiary, of its by-laws and of the resolutions of its Board of Directors or executive committee as the case may include telecopy transmission be and of a signed signature page resolutions or actions of this Agreement) that such party has signed a counterpart any other body authorizing the execution of each Credit Document the Loan Documents to which it the Borrower and such Material Domestic Subsidiary is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and each Material Domestic Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and each Material Domestic Subsidiary authorized to sign the Loan Documents to which the Borrower and such Material Domestic Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. Table of Contents (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the Effective Date, (a) both immediately before and immediately after the effectiveness of this Agreement, no Default or Unmatured Default (as such terms are defined in either the Existing Credit Agreement or this Agreement) has occurred and is continuing and (b) The Administrative Agent shall have received favorable there are no unreimbursed drawings under Existing Letters of Credit. (v) A written opinions (opinion of the Borrower’s counsel, addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Xxxxxx Xxxxx & Xxxxxxx LLP, counsel for the Credit Parties and certain of their Subsidiaries and Ice Xxxxxx LLP, special Indiana counsel for the Credit Parties and certain of their Subsidiaries, each in form and substance satisfactory to the Administrative Agent, and covering such other matters relating to such Credit Parties, this Agreement, the other Credit Documents or the Transactions as the Administrative Agent shall reasonably request. The Credit Parties hereby request such counsels to deliver such opinions. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing (if applicable) of the Credit Parties, the authorization of the Transactions and any other legal matters relating to the Credit Parties, this Agreement, the other Credit Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) The Administrative Agent shall have received copies of searches of financing statements filed under the UCC, together with tax lien and judgment searches with respect to the assets of Holdings and its Subsidiaries in such jurisdictions as the Administrative Agent may request. (g) The Administrative Agent shall have received such duly completed UCC-1 financing statements as the Administrative Agent shall have requested to perfect its security interest in the Collateral and such other evidence of the completion (or the making of arrangements satisfactory to the Administrative Agent) of all other actions, recordings and filings of or with respect to the Security Documents and the Collateral that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby. (h) The Administrative Agent shall have received all stock (or unit) certificates evidencing all certificated Equity Interests to be pledged pursuant to the Security Documents, accompanied by stock (or unit) powers executed in blank, and all notes to be pledged pursuant to the Pledge Agreement (including notes evidencing indebtedness required to be so evidenced pursuant to Section 6.01), accompanied by note powers executed in blank. (i) The Administrative Agent shall have received such duly executed (if applicable) UCC-3 termination statements, mortgage releases and all other releases and similar documents as the Administrative Agent may request with respect to any mortgages or security interests in the Collateral securing Indebtedness, if any, being repaid in full on the Effective Date. (j) The Administrative Agent shall have received (a) the audited consolidated balance sheet and statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of and for the fiscal years ended January 31, 2009 and January 31, 2010 and (b) satisfactory unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each of the quarterly periods ended April 30, 2010 and July 31, 2010. (k) The Administrative Agent shall have received financial projections (including, the balance sheets and statements of income and cash flows) of the Borrower and its Subsidiaries for the five fiscal years following the Effective Date, together with such information as the Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made therein, all in form and substance reasonably satisfactory acceptable to the Administrative Agent. (lvi) The Administrative Agent shall have received copies of all Governmental Authority and third party approvals necessary or, in the discretion of the Administrative Agent, advisable in connection with the Transactions and all other documents reasonably Any Notes requested by a Lender pursuant to Section 2.14 payable to the Administrative Agentorder of each such requesting Lender. (mvii) This Agreement executed by the Borrower. (viii) The Administrative Agent shall have received evidence that all principal, interest, Affirmation executed by the Borrower and each Guarantor. (ix) All accrued Facility LC fees and other amounts owing commitment fees and all outstanding Loans under the Existing Credit Agreement shall have been (paid and all separately agreed amounts owing from the Borrower to the Administrative Agent or the Arranger shall substantially contemporaneously be) repaid in full (it being understood that such amounts may be repaid out of the proceeds of Loans hereunder)have been paid. (nx) The Administrative Agent shall have received insurance Insurance certificates or binders for all insurance as required to be maintained pursuant to Section 4.3.2 of the Administrative Agent shall request Security Agreement and the Subsidiary Security Agreement naming the Administrative Agent, on behalf of the Lenders, as loss payee for any casualty policies and additional insured for any liability policies, all in form and substance reasonably satisfactory to the Administrative Agent. (oxi) The Administrative Agent shall have received a Collateral Access Agreement A solvency certificate with respect to each material parcel of real property located in the United States and leased by Holdings, the Borrower or any and its Subsidiaries signed by an Authorized Officer of the Subsidiary Guarantors as the Administrative Agent shall request (or the Borrower shall have undertaken such efforts to obtain same as shall be satisfactory in form and substance reasonably acceptable to the Administrative Agent). (pxii) The Administrative Agent shall have received a Collateral Access Agreement with respect to Collateral held by third parties as the Administrative Agent shall request (or Audited consolidated financial statements of the Borrower shall have undertaken such efforts to obtain same as shall be satisfactory to the Administrative Agent); provided that for fiscal years 2004 and 2005 and unaudited consolidated financial statements of the Borrower shall not be required to deliver Collateral Access Agreements with respect to the Borrower’s inventory located at retail locations or any locations outside the United States. (q) The Administrative Agent shall have received a consent hereto from for each Exiting Lender fiscal quarter thereafter for which such financial statements are publicly available, in form and substance each case satisfactory to the Administrative Agent. (rxiii) The Administrative Agent shall have received complete copies of Projections for the Subordinated Debt DocumentsBorrower and its Subsidiaries for fiscal years 2006 through 2010. (sxiv) The Administrative Agent shall have received satisfactory evidence that Copies of searches of financing statements filed under the shareholders Uniform Commercial Code with respect to the assets of the Borrower have entered into a series of transactions pursuant to which (i) and its Domestic Subsidiaries in such shareholders have exchanged their Equity Interests in jurisdictions as the Borrower for 100% of the Equity Interests of Holdings and (ii) the Borrower has become a Wholly-Owned Subsidiary of Holdings. The Administrative Agent shall notify may request. (xv) A consent from each Exiting Lender in form satisfactory to the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied Administrative Agent. (xvi) Such other documents as any Lender or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on October 31, 2010 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time)its counsel may have reasonably requested.