Common use of Required Documents and Certificates Clause in Contracts

Required Documents and Certificates. The Administrative Agent (or its counsel) shall have received, in addition to the items listed in Sections 4.01 through 4.03, the following, in each case in form, scope and substance satisfactory to the Lenders: (i) a counterpart of this Agreement signed on behalf of such party or 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 this Agreement, duly executed by the Borrowers; (ii) the Notes duly executed by the Borrowers; (iii) an Officer's Certificate of each applicable Loan Party dated substantially concurrently herewith certifying, inter alia, (A) true and correct copies of the Articles of Incorporation and Bylaws (or equivalent corporate documents), as amended and in effect, of such party, (B) corporate resolutions duly adopted by the Board of Directors of such party authorizing the transactions contemplated by the Loan Documents and (C) the incumbency and specimen signatures of the officers of such party executing documents on its behalf; (iv) a certificate from the Secretary of State and other appropriate public officials in each jurisdiction in which the Loan Parties are organized or incorporated, as the case may be, as to the continued existence and good standing of such party; (v) a certificate from the appropriate public official of each jurisdiction in which the Loan Parties are authorized and qualified to do business as to the due qualification and good standing of such party; (vi) a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated substantially concurrently herewith) of Sydney K. Boone, Jr., Corporate General Counsel for the Loan Pxxxxxx, xxxxxxng such other matters relating to the Loan Parties, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinion; (vii) the Security Agreements; (viii) the Mortgages, covering all real estate interests of the Loan Parties, including but not limited to fee simple interests and leasehold interests, to the extent required under Section 5.16; (ix) the Pledge and Security Agreements; (x) certificates representing the stock of CAI and its Subsidiaries, pledged in accordance with the Pledge and Security Agreements, accompanied by duly executed instruments of transfer or assignment in blank, in form and substance satisfactory to the Administrative Agent; (xi) the Guaranty Agreements; (xii) copies of all other requisite filing documents necessary to perfect the Liens granted pursuant to the Security Documents and duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to the Lenders, covering all of the collateral, as may be necessary to reflect that the Liens granted to the Administrative Agent for the benefit of the Lenders are first and prior Liens, except for the Liens permitted under Section 6.02 herein; (xiii) duly executed Landlord Agreements as to any property consisting of or located in property leased by any Loan Party, subject to the provisions of Section 5.16, and (xiv) certified copies of Requests for Information of Copies (Form UCC-11), or equivalent reports, listing all effective financing statements which name any Loan Party (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements. In addition, all legal matters incident to the transactions herein contemplated shall be satisfactory to counsel for the Administrative Agent and the Lenders.

Required Documents and Certificates. The Administrative Agent (or its counsel) On the Closing Date, the Banks shall have received, in addition to the items listed in Sections 4.01 through 4.03, received the following, in each case in form, scope and substance satisfactory to the LendersBanks: (i) a counterpart of this Agreement signed on behalf of such party or 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 this Agreement, duly executed by the Borrowers; (ii) the Notes duly executed by the BorrowersNotes; (iii) the Pledge Agreements; (iv) an Officer's Certificate from the Parent dated as of the Closing Date certifying as to an attached true, correct and complete copy of each applicable Loan Party Material Contract; (v) an Officer's Certificate from each Borrower dated substantially concurrently herewith as of the Closing Date certifying, inter aliaINTER ALIA, (A) true and correct copies of the Articles of Incorporation and or Bylaws (or equivalent corporate documents), as amended and in effect, effect of such party, Borrower; (B) corporate resolutions duly adopted by the Board of Directors of such party Borrower authorizing the transactions contemplated by the Loan Documents to which it is a party and (C) the incumbency and specimen signatures of the officers of such party Borrower executing documents on its behalf; (iv) a certificate from the Secretary of State and other appropriate public officials in each jurisdiction in which the Loan Parties are organized or incorporated, as the case may be, as to the continued existence and good standing of such party; (vvi) a certificate from the appropriate public official of each jurisdiction in which each Borrower is organized as to the Loan Parties are continued existence and good standing of such Borrower; (vii) a certificate from the appropriate public official of each jurisdiction in which each Borrower is authorized and qualified to do business as to the due qualification and good standing of such party; (vi) Borrower unless failure is not reasonably likely to have a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated substantially concurrently herewith) of Sydney K. Boone, Jr., Corporate General Counsel for the Loan Pxxxxxx, xxxxxxng such other matters relating to the Loan Parties, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinion; (vii) the Security AgreementsMaterial Adverse Effect; (viii) the Mortgagesa legal opinion in form, covering all real estate interests of the Loan Parties, including but not limited to fee simple interests substance and leasehold interests, scope satisfactory to the extent required under Section 5.16Agent from counsel for, and issued upon the express instructions of, the Borrowers; (ix) the Pledge and Security Agreements; (x) certificates representing the stock of CAI and its Subsidiaries, pledged in accordance with the Pledge and Security Agreements, accompanied by duly executed instruments of transfer or assignment in blank, in form and substance satisfactory to the Administrative Agent; (xi) the Guaranty Agreements; (xii) copies of all other requisite filing documents necessary to perfect the Liens granted pursuant to the Security Documents and duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to the Lenders, covering all of the collateral, as may be necessary to reflect that the Liens granted to the Administrative Agent for the benefit of the Lenders are first and prior Liens, except for the Liens permitted under Section 6.02 herein; (xiii) duly executed Landlord Agreements as to any property consisting of or located in property leased by any Loan Party, subject to the provisions of Section 5.16, and (xiv) certified copies of Requests for Information of Copies (Form UCC-11), or equivalent reports, listing all effective financing statements which name any Loan Party Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements; (x) the Projections prepared with respect to the fiscal quarter in which the Closing Date occurs; and (xi) any other documents reasonably requested by the Agent prior to the Closing Date. In addition, as of the Closing Date, all legal matters incident to the transactions herein contemplated shall be satisfactory to counsel for the Administrative Agent and the LendersBanks.

Required Documents and Certificates. The Administrative Agent (or its counsel) On the Closing Date, Lender shall have received, in addition to the items listed in Sections 4.01 through 4.03, received the following, in each case in form, scope and substance satisfactory to the LendersLender: (i) a counterpart of this Agreement signed on behalf of such party or 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 this Agreement, duly executed by the BorrowersNote; (ii) the Notes duly executed by the BorrowersSecurity Agreements, Pledge Agreements, and applicable UCC-1 financing statements; (iii) the Guaranties and the Contribution Agreements; (iv) the original stock certificates evidencing all of the shares of stock of each Subsidiary which are issued and outstanding, together with related stock powers executed in blank by the appropriate Person; (v) an Officer's Certificate from Borrower and each Subsidiary dated as of each applicable Loan Party dated substantially concurrently herewith the Closing Date certifying, inter alia, (A) true and correct copies of the Articles of Incorporation and or Bylaws (or equivalent corporate documents), as amended and in effect, of such party, Borrower and each Subsidiary; (B) corporate resolutions duly adopted by the Board of Directors of such party Borrower and each Subsidiary authorizing the transactions contemplated by the Loan Documents to which it is a party; and (C) the incumbency and specimen signatures of the officers of such party executing Borrower and each Subsidiary authorized to execute documents on its behalf; (ivvi) a Borrowing Base Report for Borrower, as of January 31, 2002; (vii) a certificate from the Secretary of State and other appropriate public officials in each official of the jurisdiction in which the Loan Parties are Borrower and each Subsidiary is organized or incorporated, as the case may be, as to the continued existence and good standing of such partyBorrower and each Subsidiary; (vviii) a certificate from the appropriate public official of each jurisdiction in which the Loan Parties are Borrower and each Subsidiary is authorized and qualified to do business as to the due qualification and good standing of such party; (vi) Borrower and each CREDIT AGREEMENT - TYLER TECHNOLOGIES, INC. PAGE 26 Subsidiary unless failure is not reasonably likely to have a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated substantially concurrently herewith) of Sydney K. Boone, Jr., Corporate General Counsel for the Loan Pxxxxxx, xxxxxxng such other matters relating to the Loan Parties, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinion; (vii) the Security Agreements; (viii) the Mortgages, covering all real estate interests of the Loan Parties, including but not limited to fee simple interests and leasehold interests, to the extent required under Section 5.16Material Adverse Effect; (ix) a legal opinion in form, substance and scope reasonably satisfactory to Lender from counsel for, and issued upon the Pledge express instructions of, Borrower and Security Agreements;its Subsidiaries; and (x) certificates representing the stock of CAI and its Subsidiaries, pledged in accordance with the Pledge and Security Agreements, accompanied by duly executed instruments of transfer or assignment in blank, in form and substance satisfactory to the Administrative Agent; (xi) the Guaranty Agreements; (xii) copies of all other requisite filing documents necessary to perfect the Liens granted pursuant to the Security Documents and duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to the Lenders, covering all of the collateral, as may be necessary to reflect that the Liens granted to the Administrative Agent for the benefit of the Lenders are first and prior Liens, except for the Liens permitted under Section 6.02 herein; (xiii) duly executed Landlord Agreements as to any property consisting of or located in property leased by any Loan Party, subject to the provisions of Section 5.16, and (xiv) certified copies of Requests for Information of Copies (Form UCC-11), or equivalent reports, listing all effective financing statements which name Borrower or any Loan Party Subsidiary (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements. In addition, all legal matters incident to the transactions herein contemplated shall be satisfactory to counsel for the Administrative Agent and the Lenders.

Required Documents and Certificates. The Administrative Agent (or its counsel) On the Closing Date. the Banks shall have received, in addition to the items listed in Sections 4.01 through 4.03, received the following, in each case in form, scope and substance satisfactory to the LendersBanks: (i) a counterpart of this Agreement signed on behalf of such party or 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 this Agreement, duly executed by the Borrowers; (ii) the Notes duly executed by the BorrowersNotes; (iii) the Guaranty, executed and delivered by Golden Moores Company and Golden Moores Finance Company and each other Restricted Subsidiary organized in the United States of America or any state thereof (other than Moorxx Xxx Suit People U.S., Inc., Men's Wearhouse (Canada), Inc., TMW Moores Group, Inc., The Men's Wearhouse (Nevada) Inc. and Value Priced Clothing II, Inc.), existing as of the Closing Date; (iv) if the Moores Acquisition has occurred, the Pledge Agreement, together with any certificates representing all shares of such stock so pledged and for each such certificate a stock power executed in blank; (v) an Officer's Certificate from the Borrower, Golden Moores Company and Golden Moores Finance Company and each other Restricted Subsidiary organized in the United States of each applicable Loan Party America or any state thereof (excluding Moorxx Xxx Suit People U.S., Inc., The Men's Wearhouse (Nevada) Inc., Value Priced Clothing II, Inc., Men's Wearhouse (Canada), Inc., and TMW Moores Group, Inc.), dated substantially concurrently herewith as of the Closing Date certifying, inter alia, (A) true and correct copies of the Articles of Incorporation and or Bylaws (or equivalent corporate documents), as amended and in effect, effect of such party, Person; (B) corporate resolutions duly adopted by the Board of Directors of such party Person authorizing the transactions contemplated by the Loan Documents to which it is a party and (C) the incumbency and specimen signatures of the officers of such party Person executing documents on its behalf; (iv) a certificate from the Secretary of State and other appropriate public officials in each jurisdiction in which the Loan Parties are organized or incorporated, as the case may be, as to the continued existence and good standing of such party; (vvi) a certificate from the appropriate public official of each jurisdiction in which the Loan Parties are Borrower and each Subsidiary is organized as to the continued existence and good standing of such Person; (vii) a certificate from the appropriate public official of each jurisdiction in which the Borrower and each Subsidiary is authorized and qualified to do business as to the due qualification and good standing of such party; (vi) Person, where failure to be so qualified or certified is reasonably likely to have a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated substantially concurrently herewith) of Sydney K. Boone, Jr., Corporate General Counsel for the Loan Pxxxxxx, xxxxxxng such other matters relating to the Loan Parties, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinion; (vii) the Security AgreementsMaterial Adverse Effect; (viii) the Mortgageslegal opinions in form, covering all real estate interests of the Loan Parties, including but not limited to fee simple interests substance and leasehold interests, scope satisfactory to the extent required under Section 5.16Agent from counsel for, and issued upon the express instructions of, the Borrower; (ix) the Pledge and Security Agreements; (x) certificates representing the stock of CAI and its Subsidiaries, pledged in accordance with the Pledge and Security Agreements, accompanied by duly executed instruments of transfer or assignment in blank, in form and substance satisfactory to the Administrative Agent; (xi) the Guaranty Agreements; (xii) copies of all other requisite filing documents necessary to perfect the Liens granted pursuant to the Security Documents and duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to the Lenders, covering all of the collateral, as may be necessary to reflect that the Liens granted to the Administrative Agent for the benefit of the Lenders are first and prior Liens, except for the Liens permitted under Section 6.02 herein; (xiii) duly executed Landlord Agreements as to any property consisting of or located in property leased by any Loan Party, subject to the provisions of Section 5.16, and (xiv) certified copies of Requests for Information of Copies (Form UCC-11), or equivalent reports, for the States of Texas and California listing all effective financing statements which name any Loan Party the Borrower and each Subsidiary (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements; (x) repayment in full of the Existing Credit Agreement and the termination thereof; (xi) any other documents reasonably requested by the Agent prior to the Closing Date. In addition, as of the Closing Date, all legal matters incident to the transactions herein contemplated shall be satisfactory to counsel for the Administrative Agent and the LendersBanks.

Required Documents and Certificates. The Administrative Agent (or its counsel) shall have received, in addition to the items listed in Sections 4.01 through 4.03, received the following, in each case in form, scope and substance satisfactory to the LendersAdministrative Agent: (i) a counterpart from the Borrowers, executed counterparts of this Agreement signed on behalf of such party and from each Lender either (A) an executed counterpart hereof or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such Lender party has signed a counterpart of this Agreement, duly executed by the Borrowers;. (ii) the Notes duly Ratification Agreements, executed by and delivered on behalf of the Borrowersparties thereto; (iii) any and all certificates representing the Equity Interests pledged pursuant to the Pledge Agreement, together with an Officer's Certificate undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, and any instruments evidencing Debt pledged pursuant to the Pledge Agreement and endorsed in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; (provided that to the extent that such certificates are in the possession of the Existing Agent, this condition shall be satisfied by receipt by the Administrative Agent of evidence that the Borrower has irrevocably directed the Existing Agent to deliver, immediately upon termination of commitments and repayment of amounts due under the Existing Credit Agreement, all such certificates to the Administrative Agent); (iv) a duly executed promissory note of each applicable Borrower in the form of Exhibit X-0, X-0, X-0, X-0 or B-5, as the case may be, payable to the order of each Lender that requested a promissory note pursuant to Section 4.1(e) at least three (3) Business Days before the Closing Date in the amount of such Lender’s Commitment; (v) a certificate of each Loan Party Party, dated substantially concurrently herewith as of the Closing Date and executed by its Secretary or Assistant Secretary or Director, as the case may be, certifying, inter alia, (A) true and correct copies of the Articles of Incorporation and Bylaws (or equivalent corporate organizational documents), as amended and in effect, of such party, Loan Party; (B) corporate the resolutions duly adopted by the Board of Directors Directors, members, managers or other similar authority of such party Loan Party authorizing the transactions contemplated by the Loan Documents to which it is a party; and (C) the incumbency and specimen signatures of the officers or directors, as the case may be, of such party Loan Party executing documents on its behalf; (ivvi) a certificate from the Secretary of State and other appropriate public officials in official(s) of each jurisdiction in which the a Loan Parties are Party is formed or organized or incorporated, as the case may be, as to the continued existence and good standing of such partyLoan Party (or, in the case of the UK Borrower, a certificate of the Registrar at Companies House that the UK Borrower was incorporated on a certain date and has been in continuous existence since that date and certain other customary information contained in the UK Borrower’s register); (vvii) a certificate from the appropriate public official official(s) of each jurisdiction in which a Loan Party (other than the Loan Parties are UK Borrower) is authorized and qualified to do business as to the due qualification and good standing of such party; (vi) Loan Party, where failure to be so qualified or certified is reasonably likely to have a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated substantially concurrently herewith) of Sydney K. Boone, Jr., Corporate General Counsel for the Loan Pxxxxxx, xxxxxxng such other matters relating to the Loan Parties, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinion; (vii) the Security AgreementsMaterial Adverse Effect; (viii) the Mortgageslegal opinions, covering all real estate interests of the Loan Partiesin form, including but not limited to fee simple interests substance and leasehold interests, scope satisfactory to the extent required under Section 5.16Administrative Agent, from U.S. and Canadian counsel for, and issued upon the express instructions of, the Borrower (and, in the case of Canadian counsel, Xxxxxx The Suit People Inc. and Xxxxxx Retail Group Inc.); (ix) a legal opinion, in form, substance and scope satisfactory to the Pledge and Security AgreementsAdministrative Agent, of English counsel for the Administrative Agent; (x) certificates representing recent lien searches of the stock records of CAI and its Subsidiariesthe central filing authority in each Loan Party’s jurisdiction of organization or formation, pledged in accordance with as the Pledge and Security Agreementscase may be, accompanied which searches shall reveal no liens on any of the assets of the Loan Parties except for Liens permitted by duly executed instruments of transfer Section 10.1 or assignment in blank, in form and substance Liens that are discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Administrative Agent; (xi) such UCC financing statements, notices of personal property security interests and other similar documents as shall be necessary to perfect the Guaranty Agreementssecurity interests of the Administrative Agent in the Pledged Collateral; (xii) copies of all other requisite filing documents necessary the financial statements referred to perfect in Section 7.2 (it being understood that the Liens granted pursuant financial statements referred to in Section 7.2 shall be deemed to have been received by the Security Documents and duly executed releases or assignments of Liens and UCC-3 financing statements Administrative Agent in recordable form, and in form scope and substance satisfactory to the Lenders, covering all it as a result of the collateral, as may be necessary to reflect that availability of the Liens granted to the Administrative Agent Borrower’s filed Annual Reports on Form 10-K for the benefit Fiscal Years 2011 and 2012 on the website of the Lenders are first Securities and prior Liens, except for the Liens permitted under Section 6.02 herein;Exchange Commission); and (xiii) duly executed Landlord Agreements as to any property consisting of or located in property leased other documents reasonably requested by any Loan Party, subject to the provisions of Section 5.16, and (xiv) certified copies of Requests for Information of Copies (Form UCC-11), or equivalent reports, listing all effective financing statements which name any Loan Party (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements. In addition, all legal matters incident to the transactions herein contemplated shall be satisfactory to counsel for the Administrative Agent and prior to the LendersClosing Date.

Required Documents and Certificates. The Administrative On the Closing Date, Agent (or its counsel) shall have received, in addition to the items listed in Sections 4.01 through 4.03, received the following, in each case in form, scope and substance satisfactory to the LendersAgent: (i) a counterpart of this Agreement signed on behalf of such party or 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 this Agreement, duly executed by the BorrowersSecurity Agreements; (ii) the Notes duly executed by the BorrowersGuaranties; (iii) a fully executed copy of the Purchase Agreement and all related documents with respect to the acquisition of HIG executed in connection therewith; (iv) evidence satisfactory to Agent and each Lender, in Agent and each Lender’s sole discretion, confirming that Borrower’s EBITDA plus the EBITDA generated by the assets to be acquired pursuant to the Purchase Agreement equal or exceed in the aggregate $6,000,000, as determined as of May 31, 2014 (on a trailing 12-month basis); (v) [reserved]; (vi) the original stock certificates evidencing all of the shares of stock of KMHVC and HIG which are issued and outstanding, together with related stock powers executed in blank by the appropriate Person; (vii) an Officer's ’s Certificate from Borrower, each Guarantor and each Subsidiary executing a Transaction Document dated as of each applicable Loan Party dated substantially concurrently herewith the Closing Date certifying, inter alia, (A) true and correct copies of the Articles of Incorporation and or Bylaws (or equivalent corporate documents), as amended and in effect, of such partyBorrower, each Guarantor and each Subsidiary; (B) corporate resolutions duly adopted by the Board of Directors (or equivalent governing body) of such party Borrower, each Guarantor and each Subsidiary authorizing the transactions contemplated by the Loan Transaction Documents to which it is a party; and (C) the incumbency and specimen signatures of the officers of such party executing Borrower, each Guarantor and each Subsidiary authorized to execute documents on its behalf; (ivviii) a certificate from the Secretary of State and other appropriate public officials in each official of the jurisdiction in which the Loan Parties are Borrower, each Guarantor and each Subsidiary is organized or incorporated, as the case may be, as to the continued existence and good standing of such partyBorrower, each Guarantor and each Subsidiary; (vix) a certificate from the appropriate public official of each jurisdiction in which the Loan Parties are Borrower, each Guarantor and each Subsidiary is authorized and qualified to do business as to the due qualification and good standing of such party; (vi) Borrower, each Guarantor and each Subsidiary unless failure is not reasonably likely to have a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated substantially concurrently herewith) of Sydney K. Boone, Jr., Corporate General Counsel for the Loan Pxxxxxx, xxxxxxng such other matters relating to the Loan Parties, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinion; (vii) the Security Agreements; (viii) the Mortgages, covering all real estate interests of the Loan Parties, including but not limited to fee simple interests and leasehold interests, to the extent required under Section 5.16; (ix) the Pledge and Security AgreementsMaterial Adverse Effect; (x) certificates representing the stock of CAI a legal opinion in form, substance and its Subsidiaries, pledged in accordance with the Pledge and Security Agreements, accompanied by duly executed instruments of transfer or assignment in blank, in form and substance scope reasonably satisfactory to Agent from counsel for, and issued upon the Administrative Agentexpress instructions of, Borrower, each Guarantor and each Subsidiary; (xi) the Guaranty Agreements; (xii) copies of all other requisite filing documents necessary to perfect the Liens granted pursuant to the Security Documents and duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to the Lenders, covering all of the collateral, as may be necessary to reflect that the Liens granted to the Administrative Agent for the benefit of the Lenders are first and prior Liens, except for the Liens permitted under Section 6.02 herein; (xiii) duly executed Landlord Agreements as to any property consisting of or located in property leased by any Loan Party, subject to the provisions of Section 5.16, and (xiv) certified copies of Requests for Information of Copies (Form UCC-11), or equivalent reports, listing all effective financing statements which name Borrower, any Loan Party Guarantor or any Subsidiary (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements. In addition, ; (xii) all legal matters incident to the transactions herein contemplated shall be satisfactory to counsel federal and state tax returns for the Administrative last three (3) years for Borrower, each Guarantor and each Subsidiary and such other financial information as Agent and the Lendersshall require; and (xiii) such other documents as Agent shall reasonably request.

Required Documents and Certificates. The Administrative Agent (or its counsel) shall have received, in addition to the items listed in Sections 4.01 through 4.03, received the following, in each case in form, scope and substance satisfactory to the LendersAdministrative Agent: (i) a counterpart of this Agreement signed Agreement, executed and delivered on behalf of such each party or 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 this Agreement, duly executed by the Borrowershereto; (ii) the Notes duly Revolving Guaranty Agreement, executed by and delivered on behalf of each Revolving Guarantor existing as of the BorrowersClosing Date; (iii) an Officer's Certificate the Term Guaranty Agreement, executed and delivered on behalf of the Term Guarantor; (iv) (x) the Pledge Agreement, executed and delivered on behalf of each applicable party thereto, (y) any certificates representing the shares of stock or other equity interests pledged pursuant to the Pledge Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, and (z) any instruments evidencing Debt pledged pursuant to the Pledge Agreement, endorsed in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; (v) a duly executed promissory note for the account of each Lender that requested a promissory note prior to the Closing Date pursuant to Section 4.1(e). (vi) a certificate of each Loan Party Party, dated substantially concurrently herewith as of the Closing Date and executed by its Secretary or Assistant Secretary, certifying, inter alia, (A) true and correct copies of the Articles of Incorporation and Bylaws (or equivalent corporate documents), as amended and in effect, of such party, Loan Party; (B) corporate resolutions duly adopted by the Board of Directors Directors, members or other body of such party Loan Party authorizing the transactions contemplated by the Loan Documents to which it is a party and (C) the incumbency and specimen signatures of the officers of such party Loan Party executing documents on its behalf; (iv) a certificate from the Secretary of State and other appropriate public officials in each jurisdiction in which the Loan Parties are organized or incorporated, as the case may be, as to the continued existence and good standing of such party; (vvii) a certificate from the appropriate public official of each jurisdiction in which each Loan Party is organized as to the continued existence and good standing of such Loan Parties are Party; (viii) a certificate from the appropriate public official of each jurisdiction in which each Loan Party is authorized and qualified to do business as to the due qualification and good standing of such party; (vi) Loan Party, where failure to be so qualified or certified is reasonably likely to have a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated substantially concurrently herewith) of Sydney K. Boone, Jr., Corporate General Counsel for the Loan Pxxxxxx, xxxxxxng such other matters relating to the Loan Parties, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinion; (vii) the Security Agreements; (viii) the Mortgages, covering all real estate interests of the Loan Parties, including but not limited to fee simple interests and leasehold interests, to the extent required under Section 5.16Material Adverse Effect; (ix) legal opinions in form, substance and scope satisfactory to the Pledge Administrative Agent from counsel for, and Security Agreementsissued upon the express instructions of, the Borrowers; (x) certificates representing results of recent lien searches in the stock States of CAI Delaware, Texas and its SubsidiariesCalifornia and the Province of New Brunswick, pledged in accordance with Canada, and such searches shall reveal no liens on any of the Pledge and Security Agreements, accompanied assets of the Loan Parties except for Liens permitted by duly executed instruments of transfer Section 10.1 or assignment in blank, in form and substance liens that are discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Administrative Agent; (xi) the Guaranty Agreements;financial statements referred to in Section 7.2 (it being understood that the financial statements referred to in clause (a) of Section 7.2 shall be deemed to have been received by the Administrative Agent in form, scope and substance satisfactory to it as a result of the availability of the Revolving Borrower’s filed Annual Reports on Form 10-K for the Fiscal Years 2003 and 2004 on the website of the Securities and Exchange Commission); and (xii) copies of all any other requisite filing documents necessary to perfect the Liens granted pursuant to the Security Documents and duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to the Lenders, covering all of the collateral, as may be necessary to reflect that the Liens granted to reasonably requested by the Administrative Agent for the benefit of the Lenders are first and prior Liens, except for the Liens permitted under Section 6.02 herein; (xiii) duly executed Landlord Agreements as to any property consisting of or located in property leased by any Loan Party, subject to the provisions of Section 5.16, and (xiv) certified copies of Requests for Information of Copies (Form UCC-11), or equivalent reports, listing all effective financing statements which name any Loan Party (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statementsClosing Date. In addition, as of the Closing Date, all legal matters incident to the transactions herein contemplated shall be satisfactory to counsel for the Administrative Agent and the Lenders. The Administrative Agent shall notify the Borrowers and the Lenders of the Closing 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 13.17) at or prior to 3:00 p.m., Houston time, on December 31, 2005 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Required Documents and Certificates. The Administrative Agent (or its counsel) On the Closing Date, the Banks shall have received, in addition to the items listed in Sections 4.01 through 4.03, received the following, in each case in form, scope and substance satisfactory to the LendersBanks: (i) a counterpart of this Agreement signed on behalf of such party or 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 this Agreement, duly executed by the Borrowers; (ii) the Notes duly executed by the BorrowersNotes; (iii) the Affiliate Guaranty executed and delivered by each Restricted Subsidiary existing as of the Closing Date (other than Men's Wearhouse (Canada), Inc., TMW Moores Group, Inc., The Men's Wearhouse (Nevada ) Inc., Moorxx Xxx Suit People U.S., Inc. and Value Priced Clothing II, Inc.) and the Parent Guaranty; (iv) [intentionally omitted] (v) an Officer's Certificate from the Parent and each Restricted Subsidiary (excluding The Men's Wearhouse (Nevada) Inc., Value Priced Clothing II, Inc., Men's Wearhouse (Canada), Inc., Moorxx Xxx Suit People U.S., Inc. and TMW Moores Group, Inc.) dated as of each applicable Loan Party dated substantially concurrently herewith the Closing Date certifying, inter alia, (A) true and correct copies of the Articles of Incorporation and or Bylaws (or equivalent corporate documents), as amended and in effect, effect of such party, Person; (B) corporate resolutions duly adopted by the Board of Directors of such party Person authorizing the transactions contemplated by the Loan Documents to which it is a party, and (C) the incumbency and specimen signatures of the officers of such party Person executing documents on its behalf; (iv) a certificate from the Secretary of State and other appropriate public officials in each jurisdiction in which the Loan Parties are organized or incorporated, as the case may be, as to the continued existence and good standing of such party; (vvi) a certificate from the appropriate public official of each jurisdiction in which the Loan Parties are Parent and each Subsidiary is organized as to the continued existence and good standing of such Person; (vii) a certificate from the appropriate public official of each jurisdiction in which the Parent and each Subsidiary is authorized and qualified to do business as to the due qualification and good standing of such party; (vi) Person, where failure to be so qualified or certified is reasonably likely to have a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated substantially concurrently herewith) of Sydney K. Boone, Jr., Corporate General Counsel for the Loan Pxxxxxx, xxxxxxng such other matters relating to the Loan Parties, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinion; (vii) the Security AgreementsMaterial Adverse Effect; (viii) the Mortgageslegal opinions in form, covering all real estate interests of the Loan Parties, including but not limited to fee simple interests substance and leasehold interests, scope satisfactory to the extent required under Section 5.16Agent from counsel for, and issued upon the express instructions of, the Parent, the Borrower and the Affiliate Guarantors; (ix) the Pledge and Security Agreements; (x) certificates representing the stock of CAI and its Subsidiaries, pledged in accordance with the Pledge and Security Agreements, accompanied by duly executed instruments of transfer or assignment in blank, in form and substance satisfactory to the Administrative Agent; (xi) the Guaranty Agreements; (xii) copies of all other requisite filing documents necessary to perfect the Liens granted pursuant to the Security Documents and duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to the Lenders, covering all of the collateral, as may be necessary to reflect that the Liens granted to the Administrative Agent for the benefit of the Lenders are first and prior Liens, except for the Liens permitted under Section 6.02 herein; (xiii) duly executed Landlord Agreements as to any property consisting of or located in property leased by any Loan Party, subject to the provisions of Section 5.16, and (xiv) certified copies of Requests for Information of Copies (Form UCC-11), or equivalent reportsreports for each Canadian province, for the States of Texas and California and the Canadian equivalent listing all effective financing statements which name any Loan Party the Parent and each Subsidiary (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements. In addition, all legal matters incident ; and (x) any other documents reasonably requested by the Agent prior to the transactions herein contemplated shall be satisfactory to counsel for the Administrative Agent and the LendersClosing Date.

Required Documents and Certificates. The Administrative On the Closing Date, Agent (or its counsel) shall have received, in addition to the items listed in Sections 4.01 through 4.03, received the following, in each case in form, scope and substance satisfactory to the LendersAgent: (i) a counterpart of this Agreement signed on behalf of such party or 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 this Agreement, duly executed by the BorrowersTerm Loan Note; (ii) the Notes duly executed by the BorrowersSecurity Agreement; (iii) the Warrant; CREDIT AGREEMENT (Lilis Energy, Inc.) (iv) a Compliance Certificate duly and properly executed by a Responsible Officer and dated as of the Closing Date; (v) commitments from one or more Lenders sufficient, in the aggregate, to consummate the transactions contemplated hereby, as determined by Agent in its sole discretion; (vi) the initial Reserve Report accompanied by a certificate covering the matters described in Section 8.1. (a) (ii) , copies of all material contracts or agreements relating to the Oil and Gas Properties of Borrower, including, but not limited to, all operating agreements covering such Oil and Gas Properties, as well as all material marketing, transportation, and processing agreements related to such Oil and Gas Properties; (vii) an Officer's ’s Certificate from Borrower, each Guarantor and each Subsidiary executing a Loan Document dated as of each applicable Loan Party dated substantially concurrently herewith the Closing Date certifying, inter alia, (A) true and correct copies of the Articles of Incorporation and or Bylaws (or equivalent corporate documents), as amended and in effect, of such partyBorrower, each Guarantor and each Subsidiary; (B) corporate resolutions duly adopted by the Board of Directors (or equivalent managing body) of such party Borrower, each Guarantor and each Subsidiary authorizing the transactions contemplated by the Loan Documents to which it is a party; and (C) the incumbency and specimen signatures of the officers of such party executing Borrower, each Guarantor and each Subsidiary authorized to execute documents on its behalf; (ivviii) a certificate from the Secretary of State and other appropriate public officials in each official of the jurisdiction in which the Loan Parties are Borrower, each Guarantor and each Subsidiary is organized or incorporated, as the case may be, as to the continued existence and good standing of such partyBorrower, each Guarantor and each Subsidiary; (vix) a certificate from the appropriate public official of each jurisdiction in which the Loan Parties are Borrower, each Guarantor and each Subsidiary is authorized and qualified to do business as to the due qualification and good standing of such party; (vi) Borrower, each Guarantor and each Subsidiary unless failure is not reasonably likely to have a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated substantially concurrently herewith) of Sydney K. Boone, Jr., Corporate General Counsel for the Loan Pxxxxxx, xxxxxxng such other matters relating to the Loan Parties, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinion; (vii) the Security Agreements; (viii) the Mortgages, covering all real estate interests of the Loan Parties, including but not limited to fee simple interests and leasehold interests, to the extent required under Section 5.16; (ix) the Pledge and Security AgreementsMaterial Adverse Effect; (x) certificates representing the stock of CAI and its Subsidiaries, pledged Direction Letters executed in accordance with the Pledge and Security Agreements, accompanied blank by duly executed instruments of transfer or assignment Borrower in blank, in form and substance satisfactory to the Administrative Agentsuch quantity as Agent may reasonably request; (xi) Letters-in-Lieu executed in blank by the Guaranty AgreementsBorrower, in such quantity as Agent may reasonably request; (xii) copies of all other requisite filing documents necessary to perfect the Liens granted pursuant to the Security Documents and duly executed releases or assignments of Liens and UCC-3 financing statements a legal opinion in recordable form, substance and in form and substance scope reasonably satisfactory to Agent from counsel for, and issued upon the Lendersexpress instructions of, covering all of the collateralBorrower, as may be necessary to reflect that the Liens granted to the Administrative Agent for the benefit of the Lenders are first each Guarantor and prior Liens, except for the Liens permitted under Section 6.02 hereineach Subsidiary; (xiii) duly executed Landlord Agreements as to any property consisting of or located in property leased by any Loan Party, subject to the provisions of Section 5.16, and (xiv) certified copies of Requests for Information of Copies (Form UCC-11UCC 11), or equivalent reports, listing all effective financing statements which name Borrower, any Loan Party Guarantor or any Subsidiary (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements. In addition; CREDIT AGREEMENT (Lilis Energy, Inc.) (xiv) all legal matters incident federal and state tax returns for the last three (3) years for Borrower, Guarantor and each Subsidiary; (xv) all title information as Agent may require satisfactory to Agent setting forth the status of title to the transactions herein contemplated Borrower’s Oil and Gas Properties evaluated in the initial Reserve Report as of the Closing Date; (xvi) evidence satisfactory to Agent, in Agent sole discretion, of the environmental condition of the Oil and Gas Properties of Borrower and such reports as in form and scope satisfactory to Agent as they may request related thereto; (xvii) satisfactory due diligence acceptable to Agent, in Agent’s sole discretion, including, but not limited to the review of all engineering, operations, land, title and environmental matters, Equity Interest agreements, cash management systems and financial data or information; (xviii) satisfactory due diligence review of Borrower’s Material Agreements, including, but not limited to, satisfactory review of the operating agreements governing the Oil and Gas Properties, marketing agreements, transportation agreements and processing agreements; (xix) Agent shall be reasonably satisfied with the potential plugging and abandonment liabilities associated with the Oil and Gas Properties, including, without limitation, the bonding or collateralization obligations of Borrower associated therewith; (xx) Agent shall have received satisfactory reference checks for the Responsible Officers satisfactory to counsel for the Administrative Agent, in Agent’s sole discretion; (xxi) Agent and all Lenders shall have received formal approval of this Agreement by their investment committees; (xxii) Borrower shall have received written consent from the Lendersholders of its senior secured debentures to this transaction, and subordination of those debentures to the Term Loan; and (xxiii) such other documents as Agent or any Lender shall reasonably request.

Required Documents and Certificates. The On the Closing Date, Administrative Agent (or its counsel) shall have received, in addition to the items listed in Sections 4.01 through 4.03, received the following, in each case in form, scope and substance satisfactory to the LendersLender: (i) a counterpart of this Agreement signed on behalf of such party or 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 this Agreement, duly executed by the BorrowersNote; (ii) the Notes duly executed by Security Agreement and applicable UCC-3 Financing Statement Amendment identifying Administrative Agent as the Borrowerssecured party for the benefit of the Lenders; (iii) an Officer's ’s Certificate from Borrower dated as of each applicable Loan Party dated substantially concurrently herewith the Closing Date certifying, inter alia, (A) true and correct copies of the Articles of Incorporation and or Bylaws (or equivalent corporate documents), as amended and in effect, of such party, Borrower; (B) corporate resolutions duly adopted by the Board of Directors of such party Borrower authorizing the transactions contemplated by the Loan Documents to which it is a party; and (C) the incumbency and specimen signatures of the officers of such party executing Borrower authorized to execute documents on its behalf; and (D) the merger of the Pre-Existing Subsidiaries with and into Borrower; (iv) a certificate from the Secretary of State and other appropriate public officials in each official of the jurisdiction in which the Loan Parties are Borrower is organized or incorporated, as the case may be, as to the continued existence and good standing of such partyBorrower; (v) a certificate from the appropriate public official of each jurisdiction in which the Loan Parties are Borrower is authorized and qualified to do business as to the due qualification and good standing of such partyBorrower unless failure is not reasonably likely to have a Material Adverse Effect; (vi) a favorable written legal opinion (addressed to the Administrative Agent and each Lender in form, substance and scope reasonably satisfactory to Administrative Agent from counsel for, and issued upon the Lenders and dated substantially concurrently herewith) of Sydney K. Booneexpress instructions of, Jr., Corporate General Counsel for the Loan Pxxxxxx, xxxxxxng such other matters relating to the Loan Parties, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinion;Borrower; and (vii) the Security Agreements; (viii) the Mortgages, covering all real estate interests of the Loan Parties, including but not limited to fee simple interests and leasehold interests, to the extent required under Section 5.16; (ix) the Pledge and Security Agreements; (x) certificates representing the stock of CAI and its Subsidiaries, pledged in accordance with the Pledge and Security Agreements, accompanied by duly executed instruments of transfer or assignment in blank, in form and substance satisfactory to the Administrative Agent; (xi) the Guaranty Agreements; (xii) copies of all other requisite filing documents necessary to perfect the Liens granted pursuant to the Security Documents and duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to the Lenders, covering all of the collateral, as may be necessary to reflect that the Liens granted to the Administrative Agent for the benefit of the Lenders are first and prior Liens, except for the Liens permitted under Section 6.02 herein; (xiii) duly executed Landlord Agreements as to any property consisting of or located in property leased by any Loan Party, subject to the provisions of Section 5.16, and (xiv) certified copies of Requests for Information of Copies (Form UCC-11), or equivalent reports, listing all effective financing statements which name Borrower or any Loan Party Pre-Existing Subsidiary (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements. In addition, all legal matters incident to the transactions herein contemplated shall be satisfactory to counsel for the Administrative Agent and the Lenders.

Required Documents and Certificates. The Administrative Agent (or its counsel) On the Closing Date, the Banks shall have received, in addition to the items listed in Sections 4.01 through 4.03, received the following, in each case in form, scope and substance satisfactory to the LendersBanks: (i) a counterpart of this Agreement signed on behalf of such party or 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 this Agreement, duly executed by the Borrowers; (ii) the Notes duly executed by the BorrowersNotes; (iii) the Guaranty of each Restricted Subsidiary existing as of the Closing Date; (iv) an Officer's Certificate from the Borrower and each Subsidiary dated as of each applicable Loan Party dated substantially concurrently herewith the Closing Date certifying, inter alia, (A) true and correct copies of the Articles of Incorporation and or Bylaws (or equivalent corporate documents), as amended and in effect, effect of such party, Person; (B) corporate resolutions duly adopted by the Board of Directors of such party Person authorizing the transactions contemplated by the Loan Documents to which it is a party and (C) the incumbency and specimen signatures of the officers of such party Person executing documents on its behalf; (iv) a certificate from the Secretary of State and other appropriate public officials in each jurisdiction in which the Loan Parties are organized or incorporated, as the case may be, as to the continued existence and good standing of such party; (v) a certificate from the appropriate public official of each jurisdiction in which the Loan Parties are Borrower and each Subsidiary is organized as to the continued existence and good standing of such Person; (vi) a certificate from the appropriate public official of each jurisdiction in which the Borrower and each Subsidiary is authorized and qualified to do business as to the due qualification and good standing of such party; (vi) Person, where failure to be so qualified or certified is reasonably likely to have a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated substantially concurrently herewith) of Sydney K. Boone, Jr., Corporate General Counsel for the Loan Pxxxxxx, xxxxxxng such other matters relating to the Loan Parties, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinionMaterial Adverse Effect; (vii) a legal opinion in form, substance and scope satisfactory to the Security AgreementsAgent from counsel for, and issued upon the express instructions of, the Borrower; (viii) the Mortgages, covering all real estate interests of the Loan Parties, including but not limited to fee simple interests and leasehold interests, to the extent required under Section 5.16; (ix) the Pledge and Security Agreements; (x) certificates representing the stock of CAI and its Subsidiaries, pledged in accordance with the Pledge and Security Agreements, accompanied by duly executed instruments of transfer or assignment in blank, in form and substance satisfactory to the Administrative Agent; (xi) the Guaranty Agreements; (xii) copies of all other requisite filing documents necessary to perfect the Liens granted pursuant to the Security Documents and duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to the Lenders, covering all of the collateral, as may be necessary to reflect that the Liens granted to the Administrative Agent for the benefit of the Lenders are first and prior Liens, except for the Liens permitted under Section 6.02 herein; (xiii) duly executed Landlord Agreements as to any property consisting of or located in property leased by any Loan Party, subject to the provisions of Section 5.16, and (xiv) certified copies of Requests for Information of Copies (Form UCC-11), or equivalent reports, for the States of Texas and California listing all effective financing statements which name any Loan Party the Borrower and each Subsidiary (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements. ; (ix) repayment in full of the Existing Credit Agreement and the termination thereof; In addition, as of the Closing Date, all legal matters incident to the transactions herein contemplated shall be satisfactory to counsel for the Administrative Agent and the LendersBanks.

Required Documents and Certificates. The Administrative Agent (or its counsel) On the Closing Date, the Banks shall have received, in addition to the items listed in Sections 4.01 through 4.03, received the following, in each case in form, scope and substance satisfactory to the LendersBanks: (i) a counterpart of this Agreement signed on behalf of such party or 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 this Agreement, duly executed by the Borrowers; (ii) the Notes duly executed by the BorrowersNotes; (iii) the Affiliate Guaranty executed and delivered by Golden Moores Company and each Restricted Subsidiary organized in the United States of America or any state thereof (other than Moorxx Xxx Suit People U.S., Inc., Men's Wearhouse (Canada), Inc., TMW Moores Group, Inc., The Men's Wearhouse (Nevada) Inc. and Value Priced Clothing II, Inc.) existing as of the Closing Date and the Parent Guaranty; (iv) the Pledge Agreement, together with any certificates representing all shares of such stock so pledged and for each such certificate a stock power executed in blank; (v) an Officer's Certificate from the Parent and each Restricted Subsidiary (excluding Moorxx Xxx Suit People U.S., Inc., The Men's Wearhouse (Nevada) Inc., Value Priced Clothing II, Inc., Men's Wearhouse (Canada), Inc., TMW Moores Group, Inc.), dated as of each applicable Loan Party dated substantially concurrently herewith the Closing Date certifying, inter alia, (A) true and correct copies of the Articles of Incorporation and or Bylaws (or equivalent corporate documents), as amended and in effect, effect of such party, Person; (B) corporate resolutions duly adopted by the Board of Directors of such party Person authorizing the transactions contemplated by the Loan Documents and to which it is a party, (C) the incumbency and specimen signatures of the officers of such party Person executing documents on its behalf; and (D) in the case of Golden Moores Company, shareholder consents regarding its execution, delivery and performance of the Loan Documents; (iv) a certificate from the Secretary of State and other appropriate public officials in each jurisdiction in which the Loan Parties are organized or incorporated, as the case may be, as to the continued existence and good standing of such party; (vvi) a certificate from the appropriate public official of each jurisdiction in which the Loan Parties are Parent and each Subsidiary is organized as to the continued existence and good standing of such Person; (vii) a certificate from the appropriate public official of each jurisdiction in which the Parent and each Subsidiary is authorized and qualified to do business as to the due qualification and good standing of such party; (vi) Person, where failure to be so qualified or certified is reasonably likely to have a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated substantially concurrently herewith) of Sydney K. Boone, Jr., Corporate General Counsel for the Loan Pxxxxxx, xxxxxxng such other matters relating to the Loan Parties, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinion; (vii) the Security AgreementsMaterial Adverse Effect; (viii) the Mortgageslegal opinions in form, covering all real estate interests of the Loan Parties, including but not limited to fee simple interests substance and leasehold interests, scope satisfactory to the extent required under Section 5.16Agent from counsel for, and issued upon the express instructions of, the Parent, the Borrower and the Affiliate Guarantors; (ix) the Pledge and Security Agreements; (x) certificates representing the stock of CAI and its Subsidiaries, pledged in accordance with the Pledge and Security Agreements, accompanied by duly executed instruments of transfer or assignment in blank, in form and substance satisfactory to the Administrative Agent; (xi) the Guaranty Agreements; (xii) copies of all other requisite filing documents necessary to perfect the Liens granted pursuant to the Security Documents and duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to the Lenders, covering all of the collateral, as may be necessary to reflect that the Liens granted to the Administrative Agent for the benefit of the Lenders are first and prior Liens, except for the Liens permitted under Section 6.02 herein; (xiii) duly executed Landlord Agreements as to any property consisting of or located in property leased by any Loan Party, subject to the provisions of Section 5.16, and (xiv) certified copies of Requests for Information of Copies (Form UCC-11), or equivalent reportsreports for each Canadian province, for the States of Texas and California and the Canadian equivalent listing all effective financing statements which name any Loan Party the Parent and each Subsidiary (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements. In addition, all legal matters incident ; and (x) any other documents reasonably requested by the Agent prior to the transactions herein contemplated shall be satisfactory to counsel for the Administrative Agent and the LendersClosing Date.

Required Documents and Certificates. The Administrative Agent (or its counsel) shall have received, in addition to the items listed in Sections 4.01 through 4.03, received the following, in each case in form, scope and substance satisfactory to the LendersAdministrative Agent: (i) a counterpart from the Borrowers, executed counterparts of this Agreement signed on behalf of such party and from each Lender either (i) an executed counterpart hereof or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such Lender party has signed a counterpart of this Agreement, duly executed by the Borrowers;. (ii) the Notes duly Parent Guaranty Agreement, executed by and delivered on behalf of the BorrowersBorrower; (iii) an Officer's Certificate the Subsidiary Guaranty Agreement, executed and delivered on behalf of each applicable Material Domestic Subsidiary; (iv) the Pledge Agreement, executed and delivered on behalf of the Borrower and each Restricted Subsidiary that is a Domestic Subsidiary which owns any Equity Interest in or Debt of any Material Domestic Subsidiary or any Equity Interest in or Debt of in Xxxxxx Retail Group Inc., covering the Pledged Collateral existing as of the Closing Date, any and all certificates representing the Equity Interests pledged pursuant to the Pledge Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, and any instruments evidencing Debt pledged pursuant to the Pledge Agreement and endorsed in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; (provided that to the extent that such certificates are in the possession of the Existing Agent, this condition shall be satisfied by receipt by the Administrative Agent of evidence that the Borrower has irrevocably directed the Existing Agent to deliver, immediately upon termination of commitments and repayment of amounts due under the Existing Credit Agreement, all such certificates to the Administrative Agent); (v) a duly executed promissory note of each Borrower in the form of Exhibit X-0, X-0, X-0 or D-4, as the case may be, payable to the order of each Lender that requested a promissory note pursuant to Section 4.1(e) at least three (3) Business Days before the Closing Date in the amount of such Lender’s Commitment; (vi) a certificate of each Loan Party Party, dated substantially concurrently herewith as of the Closing Date and executed by its Secretary or Assistant Secretary or Director, as the case may be, certifying, inter alia, (A) true and correct copies of the Articles of Incorporation and Bylaws (or equivalent corporate organizational documents), as amended and in effect, of such party, Loan Party; (B) corporate the resolutions duly adopted by the Board of Directors Directors, members, managers or other similar authority of such party Loan Party authorizing the transactions contemplated by the Loan Documents and (C) the incumbency and specimen signatures of the officers of such party executing documents on its behalf; (iv) to which it is a certificate from the Secretary of State and other appropriate public officials in each jurisdiction in which the Loan Parties are organized or incorporated, as the case may be, as to the continued existence and good standing of such party; (v) a certificate from the appropriate public official of each jurisdiction in which the Loan Parties are authorized and qualified to do business as to the due qualification and good standing of such party; (vi) a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated substantially concurrently herewith) of Sydney K. Boone, Jr., Corporate General Counsel for the Loan Pxxxxxx, xxxxxxng such other matters relating to the Loan Parties, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinion; (vii) the Security Agreements; (viii) the Mortgages, covering all real estate interests of the Loan Parties, including but not limited to fee simple interests and leasehold interests, to the extent required under Section 5.16; (ix) the Pledge and Security Agreements; (x) certificates representing the stock of CAI and its Subsidiaries, pledged in accordance with the Pledge and Security Agreements, accompanied by duly executed instruments of transfer or assignment in blank, in form and substance satisfactory to the Administrative Agent; (xi) the Guaranty Agreements; (xii) copies of all other requisite filing documents necessary to perfect the Liens granted pursuant to the Security Documents and duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to the Lenders, covering all of the collateral, as may be necessary to reflect that the Liens granted to the Administrative Agent for the benefit of the Lenders are first and prior Liens, except for the Liens permitted under Section 6.02 herein; (xiii) duly executed Landlord Agreements as to any property consisting of or located in property leased by any Loan Party, subject to the provisions of Section 5.16, ; and (xiv) certified copies of Requests for Information of Copies (Form UCC-11), or equivalent reports, listing all effective financing statements which name any Loan Party (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements. In addition, all legal matters incident to the transactions herein contemplated shall be satisfactory to counsel for the Administrative Agent and the Lenders.

Required Documents and Certificates. The Administrative Agent (or its counsel) shall have received, in addition to the items listed in Sections 4.01 through 4.03, the following, in each case in form, scope and substance satisfactory to the Lenders: (i) a counterpart of this Agreement signed on behalf of such party or 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 this Agreement, duly executed by the Borrowers; (ii) the Notes duly executed by the Borrowers; (iii) an Officer's Certificate of each applicable Loan Party dated substantially concurrently herewith certifying, inter alia, (A) true and correct copies of the Articles of Incorporation and Bylaws (or equivalent corporate documents), as amended and in effect, of such party, (B) corporate resolutions duly adopted by the Board of Directors of such party authorizing the transactions contemplated by the Loan Documents and (C) the incumbency and specimen signatures of the officers of such party executing documents on its behalf; (iv) a certificate from the Secretary of State and other appropriate public officials in each jurisdiction in which the Loan Parties are organized or incorporated, as the case may be, as to the continued existence and good standing of such party; (v) a certificate from the appropriate public official of each jurisdiction in which the Loan Parties are authorized and qualified to do business as to the due qualification and good standing of such party; (vi) a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated substantially concurrently herewith) of Sydney K. BooneXxxxxxx & Xxxxx L.L.P., Jr., Corporate General Counsel Texas counsel for the Loan PxxxxxxParties, xxxxxxng covering such other matters relating to the Loan Parties, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinion; (vii) an initial Borrowing Base Report dated substantially concurrently herewith in the form required by Section 5.01(d); (viii) the Security Agreements; (viiiix) the Mortgages, covering all real estate interests of the Loan Parties, including but not limited to fee simple interests and leasehold interests, to the extent required under Section 5.16; (ixx) the Pledge and Security Agreements; (xxi) certificates representing the stock of CAI and its Subsidiaries, pledged in accordance with the Pledge and Security Agreements, accompanied by duly executed instruments of transfer or assignment in blank, in form and substance satisfactory to the Administrative Agent; (xixii) the Guaranty Agreements; (xiixiii) copies of all other requisite filing documents necessary to perfect the Liens granted pursuant to the Security Documents and duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to the Lenders, covering all of the collateral, as may be necessary to reflect that the Liens granted to the Administrative Agent for the benefit of the Lenders are first and prior Liens, except for the Liens permitted under Section 6.02 herein; (xiiixiv) duly executed Landlord Agreements as to any property consisting of or located in property leased by any Loan Party, subject to the provisions of Section 5.16, and (xivxv) certified copies of Requests for Information of Copies (Form UCC-11), or equivalent reports, listing all effective financing statements which name any Loan Party (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements. In addition, all legal matters incident to the transactions herein contemplated shall be satisfactory to counsel for the Administrative Agent and the Lenders.