Common use of Initial Advance Clause in Contracts

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower 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 such Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standingexistence, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a partyDocuments. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents to which such Borrower is a partyDocuments, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer chief financial officer of such the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the Borrower's counsel, addressed to the Lenders counsel in substantially the form of Exhibit A. (vi) Any Notes Note requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender2.13. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders Lender shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the LendersLender: (i) Copies of the articles or A certificate of incorporation corporate existence and qualification from the Secretary of such Borrower, together with all amendments, State of Alabama and a certificate of good standing, each certified by standing from the appropriate governmental officer in its jurisdiction Department of incorporationRevenue of the State of Alabama. (ii) Copies, certified by the Secretary or an Assistant Secretary of such the Borrower, of its certificate of incorporation, together with all amendments thereto, and by-laws or code of regulations and of its Board of Directors' resolutions (and resolutions of resolutions or actions of other bodies, if any other body are deemed necessary by counsel for Lender) authorizing the execution of the Loan Documents to which such Borrower is a partyDocuments. (iii) An incumbency certificate, executed by the Secretary or any Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents and to which such Borrower is a partymake borrowings hereunder, upon which certificate the Administrative Agent and the Lenders Lender shall be entitled to rely until informed of any change in writing by such Borrowerthe Borrower of any change. (iv) A certificate, signed by an Authorized Officer of the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the Borrower's counsel, addressed to the Lenders Under in substantially the form of Exhibit A."D" hereto. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting LenderThe Notes. (vii) Written money transfer instructions, in substantially A duly completed Compliance Certificate as of the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requestedClosing Date. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. 4.1.1. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each both certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a partylaws. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents and to which such Borrower is a partymake borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer chief financial officer of such the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A."B" hereto. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lenderof the Lenders. (vii) Written money transfer instructions, in substantially the form of Exhibit D"E" hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) 4.1.2. The presentation of evidence satisfactory Lenders shall not be required to make the Administrative Agent that initial Advance hereunder, unless prior to or concurrently with the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds making of the initial Advance. (c) The presentation of evidence satisfactory to Advance hereunder, the Administrative Agent that the 364-Day Credit Existing Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and the Borrower shall have paid to the lenders and the agent thereunder any and all indebtedness, liabilitiesunpaid principal of and accrued and unpaid interest on the notes evidencing the obligations thereunder, and any and all other obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial AdvanceBorrower thereunder arising under or in connection with the Existing Agreement. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower 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 such Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit EXHIBIT A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit EXHIBIT D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower 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 such Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit EXHIBIT A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (ia) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standingexistence, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (iib) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such the Borrower is a party. (iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents to which such the Borrower 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 such the Borrower. (ivd) A certificate, signed by the Chief Financial Officer chief financial officer, treasurer, corporate controller or Treasurer investment portfolio manager of such the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (ve) A written opinion of such the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vif) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender. (viig) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (xh) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless and until the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the LendersLenders and the other conditions set forth below have been satisfied: (i) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents to which such the Borrower 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 such the Borrower. (iv) A certificate, signed by the Chief Financial Officer chief financial officer or Treasurer corporate controller of such the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, the Borrower's ’s counsel, addressed to the Lenders in substantially form and substance satisfactory to the form of Exhibit A.Agent. (vi) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit DC, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) A pro forma covenant compliance certificate The Existing Term Loan Agreement shall have been amended in form and substance reasonably satisfactory to the Administrative Agent from and its counsel to (a) permit the Chief Financial Officer or Treasurer of Indebtedness under this Agreement and (b) amend the Companychange in control provisions therein. (ix) The Guaranty, duly executed A compliance certificate in substantially the form of Exhibit A signed by the CompanyBorrower’s chief financial officer showing the calculations necessary to determine compliance with this Agreement for fiscal quarter ended June 30, 2003 and stating that no Default or Unmatured Default exists. (x) The Borrower shall have paid all fees due to Bank One under the fee letter dated June 13, 2003. (xi) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (ia) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (iib) Copies, certified by the Secretary or Assistant Secretary of such Borrower, Copies of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such the Borrower is a party. (iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents to which such the Borrower 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 such the Borrower. (ivd) A certificateThe executed Loan Documents, signed including any Notes requested by a Lender pursuant to Section 2.13 payable to the Chief Financial Officer or Treasurer order of each such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred requesting Lender and is continuing. (v) A a written opinion of such Borrower's the Loan Parties' counsel, addressed to the Agent and the Lenders in substantially the form of Exhibit A.F. (vie) Any Notes If applicable and requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Written Agent, written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (xf) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each both certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions (and resolutions of resolutions or actions of other bodies, if any other body are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents to which such Borrower is a partyDocuments. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents and to which such Borrower is a partymake borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the Borrower. (iv) A certificate, signed by an Authorized Officer of the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A."F" hereto. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lenderof the Lenders. (vii) Written money transfer instructions, in substantially the form of Exhibit D"I" hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder and the Agent shall not issue any Letters of Credit unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent Agent, with sufficient copies for the Lenders: (i) Copies of the articles or A certificate of incorporation good standing from the Secretary of such Borrower, together State of Delaware and certificate of existence from the Secretary of State of Alabama with all amendments, respect to PLC and a certificate of good standing, each certified by standing from the appropriate governmental officer in its jurisdiction Secretary of incorporationState of Tennessee with respect to PLICO. (ii) Copies, certified by the Secretary or an Assistant Secretary of such Borrowerthe Borrowers, of its their certificates of incorporation, together with all amendments thereto, and by-laws or code of regulations and of its Board of Directors' ’ resolutions (and resolutions of resolutions or actions of other bodies, if any other body are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents to which such Borrower is a partyCredit Documents. (iii) An incumbency certificate, executed by the Secretary or any Assistant Secretary of such Borrowerthe Borrowers, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such Borrower the Borrowers authorized to sign the Loan Credit Documents and to which such Borrower is a partymake borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrowerthe Borrowers of any change. (iv) A certificate, signed by the Chief Financial Officer or Treasurer the Chief Accounting Officer of such Borrowerthe Borrowers, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such Borrower's the Borrowers’ counsel, addressed to the Lenders in substantially form and substance satisfactory to the form of Exhibit A.Agent. (vi) Any Revolving Credit Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lenderof the Lenders and the Swingline Note. (vii) Written money transfer instructions, in substantially a form required by the form of Exhibit DAgent, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) A pro forma covenant duly completed compliance certificate as of March 31, 2004, in substantially the form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the CompanyExhibit 3.1(viii) hereto. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder and the Administrative Agent shall not issue any Letters of Credit unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent Agent, with sufficient copies for the Lenders: (i) Copies of the articles or A certificate of incorporation good standing from the Secretary of such Borrower, together State of Delaware with all amendments, respect to PLC and a certificate of good standing, each certified by standing from the appropriate governmental officer in its jurisdiction Secretary of incorporationState of Tennessee with respect to PLICO. (ii) Copies, certified by the Secretary or an Assistant Secretary of such Borrowerthe Borrowers, of its their certificates of incorporation, together with all amendments thereto, and by-laws or code of regulations and of its Board of Directors' ’ resolutions (and resolutions of resolutions or actions of other bodies, if any other body are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents to which such Borrower is a partyCredit Documents. (iii) An incumbency certificate, executed by the Secretary or any Assistant Secretary of such Borrowerthe Borrowers, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such Borrower the Borrowers authorized to sign the Loan Credit Documents and to which such Borrower is a partymake borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrowerthe Borrowers of any change. (iv) A certificate, signed by the Chief Financial Officer or Treasurer the Chief Accounting Officer of such Borrowerthe Borrowers, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such Borrower's the Borrowers’ counsel, addressed to the Lenders in substantially form and substance satisfactory to the form of Exhibit A.Administrative Agent. (vi) Any Revolving Credit Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lenderof the Lenders and the Swingline Note. (vii) Written money transfer instructions, in substantially a form required by the form of Exhibit DAdministrative Agent, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) A pro forma covenant duly completed compliance certificate as of April 16, 2008, in substantially the form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the CompanyExhibit 3.1(viii) hereto. (ix) The Guaranty, A duly executed by completed certificate certifying as to the Companysolvency of the Borrowers. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. 4.1.1. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each both certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a partylaws. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents and to which such Borrower is a partymake borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer chief financial officer of such the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A."B" hereto. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lenderof the Lenders. (vii) Written money transfer instructions, in substantially the form of Exhibit D"E" hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) 4.1.2. The presentation of evidence satisfactory Lenders shall not be required to make the Administrative Agent that initial Advance hereunder, unless prior to or concurrently with the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds making of the initial Advance. (c) The presentation of evidence satisfactory to Advance hereunder, the Administrative Agent that the 364-Day Credit Existing Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and the Borrower shall have paid to the lenders and the agent thereunder any and all indebtedness, liabilitiesunpaid principal of and accrued and unpaid interest on the notes evidencing the obligations thereunder, and any and all other obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of Borrower thereunder arising under or in connection with the fees described in the letter agreement referred to in Section 10.13.Existing Agreement. ARTICLE V

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (ia) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (iib) Copies, certified by the Secretary or Assistant Secretary of such Borrower, Copies of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such the Borrower is a party. (iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents to which such the Borrower 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 such the Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vid) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender. (viie) Written If applicable and requested by the Agent, written money transfer instructions, in substantially the form of Exhibit DC, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (xf) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower 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 such Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) Information reasonably satisfactory to the Administrative Agent regarding the Company's Year 2000 Program. (ix) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ixx) The Guaranty, duly executed by the Company. (xxi) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Amended and Restated Credit Agreement dated as of March 3130, 1999 1994 among the Borrowers, R.P. ▇▇▇▇▇▇▇ ▇▇▇poration and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advancenot later than April 9, 1999. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement Facility A dated March 28September 23, 20021996, as amended, among the Borrowers Allegiance Corporation and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment The presentation of evidence satisfactory to the Administrative Agent that revolving credits facilities of the fees described Company totaling not less than $95,000,000 have been terminated and all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full or will be paid from the letter agreement referred to in Section 10.13proceeds of the initial Advance.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a partyDocuments. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents to which such Borrower is a partyDocuments, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the Borrower. (iv) A certificate, signed by the Chief Financial Officer chief financial officer, chief executive officer, or Treasurer finance director of such the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A.B. (vi) A written opinion of the Guarantor's counsel, addressed to the Lenders in substantially the form of Exhibit C. (vii) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders Bank shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished finished to the Administrative Agent with sufficient copies for the LendersBank: (i) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each both certified by the appropriate governmental officer in its jurisdiction of incorporationan Authorized Officer. (ii) Copies, certified by the Secretary Clerk or Assistant Secretary Clerk of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower it is a party. (iii) An incumbency certificate, executed by the Secretary Clerk or Assistant Secretary Clerk of such the Borrower, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents and to which such Borrower is a partymake borrowings hereunder, upon which certificate the Administrative Agent and the Lenders Bank shall be entitled to rely until informed of any change in writing by such the Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer chief financial officer of such the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the General Counsel of the Borrower's counsel, addressed to the Lenders Bank in substantially the form of Exhibit A."B-1" hereto. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable A written opinion of Massachusetts counsel to the order of each such requesting Lender. (vii) Written money transfer instructions, Borrower addressed to the Bank in substantially the form of Exhibit D"B-2" hereto. (vii) A written opinion of Masuda, Funai, Eife▇▇ & ▇itc▇▇▇▇, ▇▇d., special counsel to the Borrower, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as Bank in substantially the Administrative Agent may have reasonably requestedform of Exhibit "B-3" hereto. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory written opinion of Dundas & Wils▇▇, ▇▇ited Kingdom counsel to Enesco p1c, addressed to the Administrative Agent from Bank in substantially the Chief Financial Officer or Treasurer form of the CompanyExhibit "B-4" hereto. (ix) The GuarantyA written opinion of Osler, duly executed by Hosk▇▇ & ▇arcourt, counsel to N.C. Cameron & Sons Limited, addressed to the CompanyBank in substantially the form of Exhibit "B-5" hereto. (x) Such other documents as any Lender or its counsel may have reasonably requested. A written opinion of Bake▇ ▇▇▇ McKe▇▇▇▇, ▇▇unsel to Enesco International (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.H.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers Borrower shall have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent Agent, with sufficient copies for the Lenders, the following: (i) Copies The duly executed originals of the articles or certificate Loan Documents, including the Notes, payable to the order of incorporation each of such Borrower, together with all amendmentsthe Lenders, and a this Agreement; (ii) A certificate of good standingstanding for the Borrower, each certified by the appropriate governmental officer in its of the District of Columbia, and foreign qualification certificates, certified by the appropriate governmental officer, for each jurisdiction of incorporation.where the failure to so qualify or be licensed (if required) would have a Material Adverse Effect; (iiiii) Copies, certified by an officer of the Secretary or Assistant Secretary of such Borrower, of its formation documents (including by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party.laws), together with all amendments thereto; (iiiiv) An incumbency certificate, executed by an officer of the Secretary or Assistant Secretary of such Borrower, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such Borrower Persons authorized to sign the Loan Documents and to which such Borrower is a partymake borrowings hereunder on behalf of the Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing.; (v) Copies, certified by the Secretary or Assistant Secretary, of the Borrower's Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the Advances provided for herein and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower hereunder; (vi) A written opinion of such the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.B hereto;