Common use of Initial Advance Clause in Contracts

Initial Advance. No Lender shall be required to make the initial Loans to the Company unless the Company has furnished or caused to be furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation (or other similar constituting documents) of the Company, 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 the Company, of the Company's by-laws (or other similar governing agreements) and Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents; (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signatures of the officers of the Company authorized to sign the Loan Documents to which the Company is a party and to request Advances, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company; (iv) A certificate, signed by a Financial Officer of the Company, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that on the initial Borrowing Date the representations and warranties contained in the Loan Documents are true and correct; (v) A written opinion of counsel to the Company, addressed to the Lenders in substantially the form of Exhibit I; (vi) The Notes, if any, requested by a Lender pursuant to Section 2.5.8 payable to the order of each such requesting Lender; (vii) Written money transfer instructions, in substantially the form of Exhibit J, addressed to the Administrative Agent and signed by a Financial Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (viii) The Company shall have provided evidence satisfactory to the Administrative Agent of the cancellation and termination of its Credit Agreement dated as of April 26, 1994, as amended and payment of all accrued and unpaid amounts in connection therewith; and (ix) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. No Lender shall be required to make the initial Loans to Advance hereunder unless (x) the Company unless Borrowers have paid in full all Obligations under (and as defined in) the Original Credit Facility which would be due and payable upon termination of such Original Credit Facility, and the Aggregate Commitment (as defined in the Original Credit Facility) of the lenders thereunder shall have been terminated and (y) the Company has furnished or caused to be furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation (or other similar constituting documents) of the Company, 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 the Company, of the Company's its by-laws (or other similar governing agreements) 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;. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signatures signature of the officers of the Company authorized to sign the Loan Documents to which the Company is a party and to request Advancesmake borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company;. (iv) A certificate, signed by a the Financial Officer of the Company, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and continuing. (v) A certificate, signed by the Financial Officer of the Company, stating that on the initial Borrowing Date the representations and warranties contained in the Loan Documents are true and correct;correct in all material respects. (vvi) A written opinion of counsel to the CompanyCompany counsel, addressed to each of the Lenders in substantially the form of Exhibit I; (vi) The Notes, if any, requested by a Lender pursuant to Section 2.5.8 payable to the order of each such requesting Lender; (vii) Written money transfer instructionsLenders, in substantially the form of Exhibit J, addressed "B-1" hereto. (vii) The Committed Notes payable to the Administrative Agent and signed by a Financial Officer, together with such other related money transfer authorizations as order of each of the Administrative Agent may have reasonably requested;Lenders. (viii) The Company shall have provided evidence satisfactory to the Administrative Agent of the cancellation and termination of its Credit Agreement dated as of April 26, 1994, as amended and payment of all accrued and unpaid amounts in connection therewith; and (ix) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. No At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Lender shall be required to make have received the initial Loans to the Company unless the Company has furnished or caused following (each to be furnished properly executed and completed) and the same shall have been approved as to form and substance by the Administrative Agent with sufficient copies for the LendersLender: (i) Copies of the articles or certificate of incorporation (or other similar constituting documents) of the Company, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporationNotes; (ii) Copiescopies (executed or certified, certified by the Secretary as may be appropriate) of all legal documents or Assistant Secretary of the Company, of the Company's by-laws (or other similar governing agreements) and Board of Directors' resolutions and of resolutions or actions of any other body authorizing proceedings taken in connection with the execution and delivery of this Agreement and the other Loan DocumentsDocuments to the extent the Lender or its counsel may reasonably request; (iii) An an incumbency certificatecertificate containing the name, executed title and genuine signatures of each of the Company's Authorized Representatives; and (iv) an arrangement fee letter. (b) the Lender shall have received for itself the initial fees called for hereby; (c) the Lender shall have received the favorable written opinion of counsel for the Company in substantially the form attached hereto as Exhibit D-1 (which opinion letter shall be addressed to the Lender); (d) the Lender shall have received the favorable written opinion of counsel for the Company in substantially the form attached hereto as Exhibit D-2 (which opinion letter shall either be addressed to the Lender or which, by its terms, expressly states the Lender is entitled to rely on the opinion letter in extending credit to the Company); (e) the Lender shall have been furnished copies, certified as being true and correct by the Secretary or Assistant other officer of the Company acceptable to the Lender, of (i) the Joint Proxy and Prospectus stated April 25, 1996, and all amendments and supplements thereto, (ii) the Amended and Restated Agreement and Plan of Reorganization between the Company and N.S., and all amendments and supplements thereto, (iii) the file-stamped copy of the Certificate of Merger filed with and approved by the Delaware Secretary of State as to the merger of N.S. with and into the Company, which shall identify by name (iv) the notice letter to NASDAQ effectuating the delisting of N.S. common stock, (v) approval letters as to the Merger from the Office of Thrift Supervision and title Illinois Commissioner of Savings and bear Residential Finance, (vi) waiver letter from the signatures Federal Reserve Board, (vii) a no action letter from the Federal Deposit Insurance Corporation as to the Merger, (viii) evidence of shareholder approval of the officers Merger from the shareholders of the Company authorized and of N.S., (ix) the file-stamped copy of the Certificate of Merger filed with and approved by the Illinois Commissioner of Savings and Residential Finance as to sign the Loan Documents to which merger of Northwestern Savings Bank with and into Mid America, (x) certified copies of the Resolutions adopted by the Board of Directors of the Company is a party and to request Advancesof N.S. authorizing the execution, upon which certificate delivery, and performance of the Administrative Agent Merger Documents and the Lenders shall be entitled consummation of the transaction contemplated thereby, and (xi) the opinion letter delivered by counsel to rely until informed of any change in writing by N.S. to the CompanyCompany with respect to the Merger; (ivf) A certificate, signed by the Lender shall have received a Financial Officer good standing certificate for the Company (dated as of the Companydate no earlier than 30 days prior to the date hereof) from the office of the secretary of state of the state of its incorporation and each state in which it is qualified to do business as a foreign corporation, stating that on and a certificate from the initial Borrowing Date no Default or Unmatured Default has occurred Office of Thrift Supervision as to the registration of the Company as a savings and is continuing and that on the initial Borrowing Date the representations and warranties contained in the Loan Documents are true and correctloan holding company; (vg) A written opinion of counsel the Lender shall have been furnished a statement by the Company as to the Company, addressed sources and uses of cash required to finance the Lenders in substantially the form of Exhibit IMerger; (vih) The Notesby signing in the space provided for that purpose below, if anythe parties agree that the $15,000,000 revolving line of credit established under that certain Credit Agreement dated as of January 26, requested 1995, between the Company and the Bank, the loans outstanding under which are evidenced by a Lender pursuant to Section 2.5.8 that certain promissory note of the Company dated January 26, 1995, payable to the order of each such requesting Lender; the Bank in the principal amount of $15,000,000 (vii) Written money transfer instructionsthe "Prior Note"), in substantially will be, effective upon the form of Exhibit J, addressed to the Administrative Agent and signed by a Financial Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (viii) The Company shall have provided evidence satisfactory to the Administrative Agent making of the cancellation initial extension of credit hereunder, terminated and termination of its Credit Agreement dated as of April 26no further borrowings may be made thereunder, 1994, as amended and payment of all accrued any loans outstanding and unpaid amounts evidenced by the Prior Note shall be repaid in connection therewithfull on the date thereof; and (ixi) Such other documents the Company shall have, as any Lender or of the date of the initial extension of credit under this Agreement, Net Worth of the Company and its counsel may have reasonably requestedSubsidiaries determined on a consolidated basis in an amount not less than the difference between (x) $220,000,000 minus (y) the difference between $40,000,000 minus the original Term Loan amount.

Initial Advance. No Lender The Lenders shall not be required to make the initial Loans to the Company Advance hereunder unless the Company Borrowers have satisfied the following conditions: (a) Each Borrower has furnished or caused to be furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation (or other similar constituting documents) of the Companysuch 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 the Companysuch Borrower, of the Company's its by-laws (or other similar governing agreements) 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;Documents to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Companysuch Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Company such Borrower authorized to sign the Loan Documents to which the Company such Borrower is a party and to request Advancesparty, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company;such Borrower. (iv) A certificate, signed by a the Chief Financial Officer or Treasurer of the Companysuch Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that on the initial Borrowing Date the representations and warranties contained in the Loan Documents are true and correct;continuing. (v) A written opinion of counsel to the Companysuch Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit I;A. (vi) The Notes, if any, Any Notes requested by a Lender pursuant to Section 2.5.8 2.14 payable to the order of each such requesting Lender;. (vii) Written money transfer instructions, in substantially the form of Exhibit JD, addressed to the Administrative Agent and signed by a Financial an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested;. (viii) The Company shall have provided evidence Information reasonably satisfactory to the Administrative Agent of regarding the cancellation and termination of its Credit Agreement dated as of April 26, 1994, as amended and payment of all accrued and unpaid amounts in connection therewith; andCompany'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. (x) The Guaranty, duly executed by the Company. (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 Amended and Restated Credit Agreement dated as of March 30, 1994 among R.P. ▇▇▇▇▇▇▇ ▇▇▇poration and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full not later than April 9, 1999. (c) The presentation of evidence satisfactory to the Administrative Agent that the Credit Agreement Facility A dated September 23, 1996, as amended, among 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) The presentation of evidence satisfactory to the Administrative Agent that revolving credits facilities of the 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 proceeds of the initial Advance.

Initial Advance. No Lender shall be required The obligation of the Bank to make the initial Loans any Advance under this Loan Agreement for a Mortgage Loan is subject to the Company unless Bank's receipt of the Company has furnished or caused to following, all of which must be furnished reasonably satisfactory in form and content to the Administrative Agent with sufficient copies for the LendersBank, in its sole discretion: (ia) Copies The Note duly executed by the Company; (b) The Guaranty, in the form attached hereto as Exhibit A, duly executed by the Guarantor; (c) Executed Assignments of Notes and Mortgages in the form attached hereto as Exhibit E, to be recorded upon the occurrence of any Event of Default hereunder or a mutually agreed upon electronic alternative thereto; (d) Certified copies of the Company's articles or certificate of incorporation and bylaws, and certificates of existence delivered to the Bank prior to the date of closing; (or other similar constituting documentse) A resolution of the board of directors of the Company, together with all amendmentscertified as of a date prior to the initial Advance by its Secretary, authorizing the execution, delivery and performance of this Loan Agreement and the Note, and a certificate of good standing, each certified all other instruments or documents to be delivered by the appropriate governmental officer in its jurisdiction of incorporationCompany pursuant to this Loan Agreement; (iif) Copies, certified by the Secretary or Assistant Secretary of the Company, A certificate of the Company's by-laws (or other similar governing agreements) corporate secretary as to the incumbency and Board authenticity of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents; (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signatures of the officers of the Company authorized to sign the executing this Loan Documents to which the Company is a party and to request Advances, upon which certificate the Administrative Agent Agreement and the Lenders shall Note and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Bank being entitled to rely thereon until informed of any change in writing by a new such certificate has been furnished to the CompanyBank); (ivg) Audited financial statements of the Company (and its Subsidiaries, on a consolidated basis) prepared by a Certified Public Accountant in form and substance reasonably satisfactory to the Bank, which shall include, but not be limited to, a statement of income for the period ending on December 31, 2003 (the "Statement Date"); (h) A certificatecertificate of insurance evidencing the Company's errors and omissions insurance policy in an amount of at least $500,000.00, signed by a Financial Officer each loss and aggregate; (i) An executed, original opinion of the Company's counsel, stating that on in form and substance reasonably acceptable to Bank, opining, among other things, as to the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that on the initial Borrowing Date the representations and warranties contained in enforceability of the Loan Documents are true Agreement, the Note and correct; (v) A written opinion of counsel to the financing statements, against the Company, addressed and as to the Lenders in substantially the form of Exhibit I; (vi) The Notes, if any, requested by a Lender pursuant to Section 2.5.8 payable to the order of each such requesting Lender; (vii) Written money transfer instructions, in substantially the form of Exhibit J, addressed to the Administrative Agent and signed by a Financial Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (viii) The Company shall have provided evidence satisfactory to the Administrative Agent enforceability of the cancellation and termination of its Credit Agreement dated as of April 26, 1994, as amended and payment of all accrued and unpaid amounts in connection therewithguaranties against the Guarantor; and (ix) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. No Lender The Lenders shall not be required to make the initial Loans to Advance hereunder unless and until the Company unless the Company Borrower has furnished or caused to be 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 (or other similar constituting documents) of the CompanyBorrower, 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 the CompanyBorrower, of the Company's its by-laws (or other similar governing agreements) and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents;Documents to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the CompanyBorrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Company Borrower authorized to sign the Loan Documents to which the Company Borrower is a party and to request Advancesparty, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company;Borrower. (iv) A certificate, signed by a Financial Officer the chief financial officer or corporate controller of the CompanyBorrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that on the initial Borrowing Date the representations and warranties contained in the Loan Documents are true and correct;continuing. (v) A written opinion of counsel to ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, the CompanyBorrower’s counsel, addressed to the Lenders in substantially form and substance satisfactory to the form of Exhibit I;Agent. (vi) The Notes, if any, Any Notes requested by a Lender pursuant to Section 2.5.8 2.13 payable to the order of each such requesting Lender;. (vii) Written money transfer instructions, in substantially the form of Exhibit JC, addressed to the Administrative Agent and signed by a Financial an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested;. (viii) The Company Existing Term Loan Agreement shall have provided evidence been amended in form and substance satisfactory to the Administrative Agent of and its counsel to (a) permit the cancellation Indebtedness under this Agreement and termination of its Credit Agreement dated as of April 26, 1994, as amended and payment of all accrued and unpaid amounts (b) amend the change in connection therewith; andcontrol provisions therein. (ix) A compliance certificate in substantially the form of Exhibit A signed by the Borrower’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.

Initial Advance. No The obligation of the Lender shall be required to make the initial Loans Advance under this Agreement is subject to the Company unless satisfaction, in the Company has furnished sole discretion of the Lender, on or caused to be furnished to before the Administrative Agent with sufficient copies for date thereof of the Lendersfollowing conditions precedent: (ia) Copies The Lender shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion: (1) The Notes and this Agreement duly executed by the Company. (2) The Company's articles of incorporation as certified by the Secretary of State of the articles or certificate of incorporation (or other similar constituting documents) Company's incorporation, bylaws certified by the corporate secretary of the Company, together or a Certificate of the Company stating that there has been no change in either the articles of incorporation or bylaws since those delivered in connection with all amendmentsthat certain Warehousing Credit and Security Agreement dated April 15, 1992, and a certificate certificates of good standing, each certified by standing dated no less recently than ninety (90) days prior to the appropriate governmental officer in its jurisdiction date of incorporation;this Agreement. (ii3) Copies, certified by An original resolution of the Secretary or Assistant Secretary board of directors of the Company, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by the Company pursuant to this Agreement. (4) A certificate of the Company's by-laws (or other similar governing agreements) corporate secretary as to the incumbency and Board authenticity of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents; (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signatures of the officers of the Company authorized to sign executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to which be delivered pursuant hereto (the Company is a party and to request Advances, upon which certificate the Administrative Agent and the Lenders shall be Lender being entitled to rely thereon until informed a new such certificate has been furnished to the Lender). 148 (5) Financial statements of any change the Company (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1994, and related statements of income, changes in writing stockholders' equity and cash flows for the period ended on such date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of recognized standing acceptable to the Lender. (6) Financial statements of the Company (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of June 30, 1995, related statements of income and changes in stockholders' equity for the period ended on such date prepared, except as disclosed on the financial statements, in accordance with GAAP applied on a basis consistent with the Company;'s most recent audited financial statements. (iv7) A certificate, signed by a Financial Officer of the Company, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that on the initial Borrowing Date the representations and warranties contained in the Loan Documents are true and correct; (v) A favorable written opinion of counsel to the Company, addressed to dated as of the Lenders date of this Agreement substantially in substantially the form of Exhibit I;H attached hereto, addressed to the Lender. (vi8) In the state of incorporation of the Company, a tax, lien and judgment search of the appropriate public records for the Company, including a search of Uniform Commercial Code financing statements, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder. (9) The NotesCopies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.13 hereof or a certificate from the Company stating there has been no change in such eligibility since those delivered in connection with the Original Agreement, all in form and substance satisfactory to the Lender. (10) Certificate from the Company stating its errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy are in compliance as of the date of this Agreement with the related provisions of Section 6.8 hereof. 149 (11) Executed amendments to the financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender. (12) Receipt by the Lender of the Commitment Fee due on the date hereof, if any. (13) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Bank and receipt of a fully executed Funding Bank Agreement. (b) All directors, requested by a Lender pursuant officers and shareholders of the Company, all Affiliates of the Company or of any Subsidiary of the Company, to Section 2.5.8 payable whom or to any of whom the Company shall be indebted as of the date of this Agreement, shall have subordinated such indebtedness to the order Obligations, by executing a Subordination of each such requesting Lender; (vii) Written money transfer instructionsDebt Agreement, in substantially the form of Exhibit JF hereto; provided, addressed however, that earned salaries and bonuses and expense reimbursements owed to officers of the Administrative Agent and signed by a Financial Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (viii) The Company shall be excluded from this requirement; and the Lender shall have provided evidence satisfactory to received an executed copy of any such Subordination of Debt Agreement, certified by the Administrative Agent corporate secretary of the cancellation Company to be true and termination of its Credit Agreement dated complete and in full force and effect as of April 26, 1994, as amended the date of the Advance. Unsecured indebtedness of the Company to its Affiliates for warehousing purposes and payment unclaimed bondholder funds held and administered by the Company for its Subsidiaries are not required to be subordinated under the terms of all accrued and unpaid amounts in connection therewith; and (ix) Such other documents as any Lender or its counsel may have reasonably requestedthis Section.

Initial Advance. No Lender The Lenders shall not be required to make the initial Loans to the Company Advance hereunder unless the Company Borrowers have satisfied the following conditions: (a) Each Borrower has furnished or caused to be furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation (or other similar constituting documents) of the Companysuch 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 the Companysuch Borrower, of the Company's its by-laws (or other similar governing agreements) 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;Documents to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Companysuch Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Company such Borrower authorized to sign the Loan Documents to which the Company such Borrower is a party and to request Advancesparty, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company;such Borrower. (iv) A certificate, signed by a the Chief Financial Officer or Treasurer of the Companysuch Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that on the initial Borrowing Date the representations and warranties contained in the Loan Documents are true and correct;continuing. (v) A written opinion of counsel to the Companysuch Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit I;EXHIBIT A. (vi) The Notes, if any, Any Notes requested by a Lender pursuant to Section 2.5.8 2.14 payable to the order of each such requesting Lender;. (vii) Written money transfer instructions, in substantially the form of Exhibit JD, addressed to the Administrative Agent and signed by a Financial an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested;. (viii) The Company shall have provided evidence 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 cancellation and termination of its Credit Agreement dated as of April 26, 1994, as amended and payment of all accrued and unpaid amounts in connection therewith; andCompany. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. No Lender The Lenders shall not be required to make the initial Loans to the Company Advance hereunder unless the Company Borrowers have satisfied the following conditions: (a) Each Borrower has furnished or caused to be furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation (or other similar constituting documents) of the Companysuch 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 the Companysuch Borrower, of the Company's its by-laws (or other similar governing agreements) 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;Documents to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Companysuch Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Company such Borrower authorized to sign the Loan Documents to which the Company such Borrower is a party and to request Advancesparty, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company;such Borrower. (iv) A certificate, signed by a the Chief Financial Officer or Treasurer of the Companysuch Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that on the initial Borrowing Date the representations and warranties contained in the Loan Documents are true and correct;continuing. (v) A written opinion of counsel to the Companysuch Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit I;A. (vi) The Notes, if any, Any Notes requested by a Lender pursuant to Section 2.5.8 2.14 payable to the order of each such requesting Lender;. (vii) Written money transfer instructions, in substantially the form of Exhibit JD, addressed to the Administrative Agent and signed by a Financial an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested;. (viii) The Company shall have provided evidence Information reasonably satisfactory to the Administrative Agent of regarding the cancellation and termination of its Credit Agreement dated as of April 26, 1994, as amended and payment of all accrued and unpaid amounts in connection therewith; andCompany'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. (x) The Guaranty, duly executed by the Company. (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 Amended and Restated Credit Agreement dated as of March 30, 1994 among 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 not later than April 9, 1999. (c) The presentation of evidence satisfactory to the Administrative Agent that the Credit Agreement Facility A dated September 23, 1996, as amended, among 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) The presentation of evidence satisfactory to the Administrative Agent that revolving credits facilities of the 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 proceeds of the initial Advance.

Initial Advance. No Lender The Lenders shall not be required to make the initial Loans to Advances hereunder unless and until (a) the Company unless Borrower has satisfied the Company has furnished or caused to be conditions precedent set forth in Section 4.2 and furnished to the Administrative Agent with sufficient in the number of copies for as the LendersAdministrative Agent shall have reasonably requested each of the following items and (b) the following conditions have otherwise been satisfied: (i) Copies of the articles or certificate of incorporation (or other similar constituting documents) of the Company, together with all amendments, and a certificate of good standingstanding of the Borrower and each Material Domestic Subsidiary, each certified by the appropriate governmental officer in its jurisdiction of incorporation;organization, as well as any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA PATRIOT Act. (ii) Copies, certified by the Secretary or Assistant Secretary of the CompanyBorrower and each Material Domestic Subsidiary, of the Company's its by-laws (or other similar governing agreements) operating agreement, its articles or certificate of incorporation or formation, together with all amendments, and its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents;Documents to which the Borrower and such Material Domestic Subsidiary is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the CompanyBorrower and each Material Domestic Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Company Borrower and each Material Domestic Subsidiary authorized to sign the Loan Documents to which the Company Borrower and such Material Domestic Subsidiary is a party and to request Advancesparty, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company;Borrower. (iv) A certificate, signed by a the Chief Financial Officer or Treasurer of the CompanyBorrower, stating that on the initial Borrowing Date Effective Date, both immediately before and immediately after the effectiveness of this Agreement, no Default or Unmatured Default (as such terms are defined in either the Existing Credit Agreement or this Agreement) has occurred and is continuing and that on the initial Borrowing Date the representations and warranties contained in the Loan Documents are true and correct;continuing. (v) A written opinion of counsel to the Company, addressed to the Lenders in substantially the form of Exhibit I; (vi) The Notes, if any, requested by a Lender pursuant to Section 2.5.8 payable to the order of each such requesting Lender; (vii) Written money transfer instructions, in substantially the form of Exhibit JBorrower’s counsel, addressed to the Administrative Agent and signed by a Financial Officer, together with such other related money transfer authorizations as the Lenders in form and substance reasonably acceptable to the Administrative Agent may have Agent. (vi) This Agreement executed by the Borrower. (vii) The Guaranty executed by the Guarantors in form and substance reasonably requested;satisfactory to the Administrative Agent. (viii) The Company All separately agreed amounts owing from the Borrower to the Administrative Agent or the Arranger shall have provided evidence been paid. (ix) An effective amendment to the Existing Credit Agreement in form and substance reasonably satisfactory to the Administrative Agent of the cancellation and termination of its Credit Agreement dated as of April 26, 1994, as amended and payment of all accrued and unpaid amounts in connection therewith; andAgent. (ixx) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. No Lender shall be required to make the initial Loans to the Company Advance hereunder unless the Company has furnished or caused to be furnished to the Administrative Agent with sufficient copies for the LendersDocumentation Agent: (i) Copies of (x) the articles or certificate of incorporation (or other similar constituting documents) limited partnership agreement of the Company, together with all amendmentsamendments thereto, and a certificate (y) the Company's Certificate of good standingLimited Partnership as filed with the Secretary of State of Delaware, each all certified by a Financial Officer or the appropriate governmental officer in its jurisdiction President of incorporation;the Company. (ii) Copies, certified by the Secretary or Assistant Secretary of the Companya Financial Officer, of the CompanyCorporate General Partner's byCertificate of Incorporation, By-laws (or other similar governing agreements) Laws and Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution execution, delivery and performance of the Loan Documents;Documents on behalf of the Company. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Companya Financial Officer, which shall identify by name and title and bear the signatures signature of the officers of the Company Financial Officers authorized to sign the Loan Documents to which the Company is a party and to request Advancesmake borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company;. (iv) Copies of a long-form certificate of the Secretary of State of the State of Delaware, dated reasonably near the date hereof, listing the Certificate of Limited Partnership of the Company and each amendment, if any, thereto, on file in the office of the Secretary of State of the State of Delaware and stating that such documents are the only charter documents of the Company on file in the office of the Secretary of State of the State of Delaware and that the Company is a limited partnership in good standing in the State of Delaware. (v) A written opinion of the Company's special counsel, K▇▇▇▇▇▇▇ & E▇▇▇▇, in substantially the form of Exhibit "B-▇" hereto. (vi) A written opinion of the General Counsel to the Company, V▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., in substantially the form of Exhibit "B-2" hereto. (vii) The Notes of the Company payable to the order of each of the Lenders. (viii) A certificate, signed by a Financial Officer of the CompanyOfficer, (i) stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that on (ii) setting forth the initial Borrowing Date Pricing Level as at the representations and warranties contained in the Loan Documents are true and correct;date of delivery of such certificate. (vix) A written opinion of counsel to duly completed Loan/Credit Related Money Transfer Instruction for the Company, addressed to the Lenders Company in substantially the form of Exhibit I;"F" hereto. (vix) The NotesA written opinion of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇, if any, requested by a Lender pursuant to Section 2.5.8 payable to special counsel for the order of each such requesting Lender; (vii) Written money transfer instructionsAgents, in substantially the form of Exhibit "J, addressed to the Administrative Agent and signed by a Financial Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested;" hereto. (viii) The Company shall have provided evidence satisfactory to the Administrative Agent of the cancellation and termination of its Credit Agreement dated as of April 26, 1994, as amended and payment of all accrued and unpaid amounts in connection therewith; and (ixxi) Such other documents as any Lender the Documentation Agent or its counsel may have reasonably requested. The Documentation Agent shall promptly notify the other parties hereto of its receipt of the foregoing documents.

Initial Advance. No At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Lender shall be required to make have received the initial Loans to the Company unless the Company has furnished or caused following (each to be furnished properly executed and completed) and the same shall have been approved as to form and substance by the Administrative Agent with sufficient copies for the LendersLender: (i) Copies of the articles or certificate of incorporation (or other similar constituting documents) of the Company, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporationNotes; (ii) Copiescopies (executed or certified, certified by the Secretary as may be appropriate) of all legal documents or Assistant Secretary of the Company, of the Company's by-laws (or other similar governing agreements) and Board of Directors' resolutions and of resolutions or actions of any other body authorizing proceedings taken in connection with the execution and delivery of this Agreement and the other Loan DocumentsDocuments to the extent the Lender or its counsel may reasonably request; (iii) An an incumbency certificatecertificate containing the name, executed title and genuine signatures of each of the Company's Authorized Representatives; and (iv) an arrangement fee letter. (b) the Lender shall have received for itself the initial fees called for hereby; (c) the Lender shall have received the favorable written opinion of counsel for the Company in substantially the form attached hereto as Exhibit D-1 (which opinion letter shall be addressed to the Lender); (d) the Lender shall have received the favorable written opinion of counsel for the Company in substantially the form attached hereto as Exhibit D-2 (which opinion letter shall either be addressed to the Lender or which, by its terms, expressly states the Lender is entitled to rely on the opinion letter in extending credit to the Company); (e) the Lender shall have been furnished copies, certified as being true and correct by the Secretary or Assistant other officer of the Company acceptable to the Lender, of (i) the Joint Proxy and Prospectus stated April 25, 1996, and all amendments and supplements thereto, (ii) the Amended and Restated Agreement and Plan of Reorganization between -45- the Company and N.S., and all amendments and supplements thereto, (iii) the file-stamped copy of the Certificate of Merger filed with and approved by the Delaware Secretary of State as to the merger of N.S. with and into the Company, which shall identify by name (iv) the notice letter to NASDAQ effectuating the delisting of N.S. common stock, (v) approval letters as to the Merger from the Office of Thrift Supervision and title Illinois Commissioner of Savings and bear Residential Finance, (vi) waiver letter from the signatures Federal Reserve Board, (vii) a no action letter from the Federal Deposit Insurance Corporation as to the Merger, (viii) evidence of shareholder approval of the officers Merger from the shareholders of the Company authorized and of N.S., (ix) the file-stamped copy of the Certificate of Merger filed with and approved by the Illinois Commissioner of Savings and Residential Finance as to sign the Loan Documents to which merger of Northwestern Savings Bank with and into Mid America, (x) certified copies of the Resolutions adopted by the Board of Directors of the Company is a party and to request Advancesof N.S. authorizing the execution, upon which certificate delivery, and performance of the Administrative Agent Merger Documents and the Lenders shall be entitled consummation of the transaction contemplated thereby, and (xi) the opinion letter delivered by counsel to rely until informed of any change in writing by N.S. to the CompanyCompany with respect to the Merger; (ivf) A certificate, signed by the Lender shall have received a Financial Officer good standing certificate for the Company (dated as of the Companydate no earlier than 30 days prior to the date hereof) from the office of the secretary of state of the state of its incorporation and each state in which it is qualified to do business as a foreign corporation, stating that on and a certificate from the initial Borrowing Date no Default or Unmatured Default has occurred Office of Thrift Supervision as to the registration of the Company as a savings and is continuing and that on the initial Borrowing Date the representations and warranties contained in the Loan Documents are true and correctloan holding company; (vg) A written opinion of counsel the Lender shall have been furnished a statement by the Company as to the Company, addressed sources and uses of cash required to finance the Lenders in substantially the form of Exhibit IMerger; (vih) The Notesby signing in the space provided for that purpose below, if anythe parties agree that the $15,000,000 revolving line of credit established under that certain Credit Agreement dated as of January 26, requested 1995, between the Company and the Bank, the loans outstanding under which are evidenced by a Lender pursuant to Section 2.5.8 that certain promissory note of the Company dated January 26, 1995, payable to the order of each such requesting Lender; the Bank in the principal amount of $15,000,000 (vii) Written money transfer instructionsthe "Prior Note"), in substantially will be, effective upon the form of Exhibit J, addressed to the Administrative Agent and signed by a Financial Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (viii) The Company shall have provided evidence satisfactory to the Administrative Agent making of the cancellation initial extension of credit hereunder, terminated and termination of its Credit Agreement dated as of April 26no further borrowings may be made thereunder, 1994, as amended and payment of all accrued any loans outstanding and unpaid amounts evidenced by the Prior Note shall be repaid in connection therewithfull on the date thereof; and (ixi) Such other documents the Company shall have, as any Lender or of the date of the initial extension of credit under this Agreement, Net Worth of the Company and its counsel may have reasonably requestedSubsidiaries determined on a consolidated basis in an amount not less than the difference between (x) $220,000,000 minus (y) the difference between $40,000,000 minus the original Term Loan amount.

Initial Advance. No Lender The Lenders shall not be required to make the initial Loans to Advance hereunder and the Company Administrative Agent shall not issue any Letters of Credit unless the Company has furnished or caused to be Borrowers have furnished to the Administrative Agent Agent, with sufficient copies for the Lenders: (i) Copies of the articles or A certificate of incorporation (or other similar constituting documents) good standing from the Secretary of the Company, 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 incorporation;State of Tennessee with respect to PLICO. (ii) Copies, certified by the Secretary or an Assistant Secretary of the CompanyBorrowers, of the Company's their certificates of incorporation, together with all amendments thereto, and by-laws (or other similar governing agreements) and 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 Credit Documents;. (iii) An incumbency certificate, executed by the Secretary or any Assistant Secretary of the CompanyBorrowers, which shall identify by name and title and bear the signatures signature of the officers of the Company Borrowers authorized to sign the Loan Credit Documents to which the Company is a party and to request Advancesmake borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company;Borrowers of any change. (iv) A certificate, signed by a the Chief Financial Officer or the Chief Accounting Officer of the CompanyBorrowers, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that on the initial Borrowing Date the representations and warranties contained in the Loan Documents are true and correct;continuing. (v) A written opinion of counsel to the CompanyBorrowers’ counsel, addressed to the Lenders in substantially form and substance satisfactory to the form of Exhibit I;Administrative Agent. (vi) The Notes, if any, requested by a Lender pursuant to Section 2.5.8 Revolving Credit Notes payable to the order of each such requesting Lender;of the Lenders and the Swingline Note. (vii) Written money transfer instructions, in substantially a form required by the form of Exhibit JAdministrative Agent, addressed to the Administrative Agent and signed by a Financial an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested;. (viii) The Company shall have provided evidence satisfactory to the Administrative Agent of the cancellation and termination of its Credit Agreement dated A duly completed compliance certificate as of April 2616, 19942008, as amended and payment in substantially the form of all accrued and unpaid amounts in connection therewith; andExhibit 3.1(viii) hereto. (ix) A duly completed certificate certifying as to the solvency of the Borrowers. (x) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. No Lender The Banks shall not be required to make the initial Loans to Advance hereunder unless, on or before the Company unless date of execution hereof, the Company has furnished or caused to be furnished to the Administrative Agent with sufficient copies for the LendersBanks: (ia) Copies of the articles or certificate Certificate of incorporation (or other similar constituting documents) Incorporation of the Company, together with all amendments, and a certificate of good standing, each both certified by the appropriate governmental officer in its jurisdiction of incorporation;. (iib) Copies, certified by the Secretary or Assistant Secretary of the Company, of the Company's byits By-laws (or other similar governing agreements) Laws 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 Bank) authorizing the execution of the Loan Documents;. (iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signatures signature of the officers of the Company authorized to sign the Loan Documents to which the Company is a party and to request Advancesmake borrowings hereunder, upon which certificate the Administrative Agent and the Lenders Banks shall be entitled to rely until informed of any change in writing by the Company;. (ivd) A certificate, signed by a Financial Officer the chief financial officer of the Company, stating that on the initial Borrowing Date date of execution hereof no Default or Unmatured Default has occurred and is continuing and that on the initial Borrowing Date the representations and warranties contained in the Loan Documents are true and correct;continuing. (ve) A written opinion of counsel to the Company's counsel, addressed to the Lenders Banks in substantially the form of Exhibit I;"F" hereto. (vif) The Notes, if any, requested by a Lender pursuant to Section 2.5.8 A Ratable Note payable to the order of each such requesting Lender;of the Banks and a Competitive Bid Note payable to the order of each of the Banks. (viig) Written money transfer instructions, A duly completed Loan/Credit Related Money Transfer Instruction in substantially the form of Exhibit J"G" hereto. (h) Evidence, addressed in form and substance satisfactory to the Administrative Agent and signed by a Financial Officerthe Banks, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (viii) The Company shall have provided evidence satisfactory to the Administrative Agent of the cancellation and termination by the Company of its those certain credit facilities evidenced by that certain Credit Agreement Agreement, dated as of April 26November 30, 19941994 (as heretofore amended or modified, the "Existing Credit Agreement"), among the Company, the Banks named therein, and The First National Bank of Chicago and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as amended Co-Agents, and The First National Bank of Chicago, as Administrative Agent, and of the payment of all accrued principal of and unpaid interest on any loans outstanding under, and of all other amounts in connection therewith; andpayable under, the Existing Credit Agreement. (ixi) Such other documents as the Administrative Agent, any Lender Bank or its their respective counsel may have reasonably requested.

Initial Advance. No Lender The Lenders shall not be required to make the initial Loans to the Company Advance hereunder unless the Company Borrowers have satisfied the following conditions: (a) Each Borrower has furnished or caused to be furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation (or other similar constituting documents) of the Companysuch 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 the Companysuch Borrower, of the Company's its by-laws (or other similar governing agreements) 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;Documents to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Companysuch Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Company such Borrower authorized to sign the Loan Documents to which the Company such Borrower is a party and to request Advancesparty, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company;such Borrower. (iv) A certificate, signed by a the Chief Financial Officer or Treasurer of the Companysuch Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that on the initial Borrowing Date the representations and warranties contained in the Loan Documents are true and correct;continuing. (v) A written opinion of counsel to the Companysuch Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit I;EXHIBIT A. (vi) The Notes, if any, Any Notes requested by a Lender pursuant to Section 2.5.8 2.14 payable to the order of each such requesting Lender;. (vii) Written money transfer instructions, in substantially the form of Exhibit JEXHIBIT D, addressed to the Administrative Agent and signed by a Financial an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested;. (viii) The Company shall have provided evidence 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 cancellation and termination of its Credit Agreement dated as of April 26, 1994, as amended and payment of all accrued and unpaid amounts in connection therewith; andCompany. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. No Lender The Lenders shall not be required to make the initial Loans to the Company Advance hereunder unless the Company Borrowers have satisfied the following conditions: (a) Each Borrower has furnished or caused to be furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation (or other similar constituting documents) of the Companysuch 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 the Companysuch Borrower, of the Company's its by-laws (or other similar governing agreements) 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;Documents to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Companysuch Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Company such Borrower authorized to sign the Loan Documents to which the Company such Borrower is a party and to request Advancesparty, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company;such Borrower. (iv) A certificate, signed by a the Chief Financial Officer or Treasurer of the Companysuch Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that on the initial Borrowing Date the representations and warranties contained in the Loan Documents are true and correct;continuing. (v) A written opinion of counsel to the Companysuch Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit I;A. (vi) The Notes, if any, Any Notes requested by a Lender pursuant to Section 2.5.8 2.14 payable to the order of each such requesting Lender;. (vii) Written money transfer instructions, in substantially the form of Exhibit JD, addressed to the Administrative Agent and signed by a Financial an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested;. (viii) The Company shall have provided evidence 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 cancellation and termination of its Credit Agreement dated as of April 26, 1994, as amended and payment of all accrued and unpaid amounts in connection therewith; andCompany. (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. No Lender The Lenders shall not be required to make the initial Loans to Advance hereunder until the Company unless the Company Borrower has furnished or caused to be furnished to the Administrative Agent with (a) evidence that the Restructuring has been completed and (b) all of the following, in form and substance satisfactory to the Administrative Agent and each Lender, and in sufficient copies for the Lenderseach Lender: (i) Copies of the articles or certificate of incorporation (or other similar constituting documents) of the CompanyBorrower, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower, 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 an Assistant Secretary of the CompanyBorrower, of the Company's its by-laws (or other similar governing agreements) and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents;Documents to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the CompanyBorrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Company Borrower authorized to sign the Loan Documents to which the Company Borrower is a party and to request Advancesparty, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company;Borrower. (iv) A certificate, signed by a Financial Officer the chief accounting officer or the chief financial officer of the CompanyBorrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that on the initial Borrowing Date the representations and warranties contained in the Loan Documents are true and correct;continuing. (v) A written opinion of counsel to the CompanyBorrower's counsel, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit I;A. (vi) The Notes, if any, Any Notes requested by a Lender pursuant to Section 2.5.8 2.13 payable to the order of each such requesting Lender;. (vii) A copy of the SEC Order authorizing the Borrower to incur the Indebtedness contemplated by the Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower. (viii) Written money transfer instructions, in substantially the form of Exhibit JD, addressed to the Administrative Agent and signed by a Financial an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (viii) The Company shall have provided evidence satisfactory to the Administrative Agent of the cancellation and termination of its Credit Agreement dated as of April 26, 1994, as amended and payment of all accrued and unpaid amounts in connection therewith; and. (ix) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. No Lender shall be required to make the initial Loans to the Company unless the Company has furnished or caused to be furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation (or other similar constituting documents) of the Company, 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 the Company, of the Company's by-laws (or other similar governing agreementsdocuments) and Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents; (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signatures of the officers of the Company authorized to sign the Loan Documents to which the Company is a party and to request Advances, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company; (iv) A certificate, signed by a Financial Officer of the Company, stating that on the initial Borrowing Date date hereof no Default or Unmatured Default has occurred and is continuing and that on the initial Borrowing Date the representations and warranties contained in the Loan Documents are true and correct; (v) A written opinion of counsel to the Company, addressed to the Lenders in substantially the form of Exhibit IC, and a written opinion of counsel to Lafarge Canada Inc., addressed to the Lenders in substantially the form of Exhibit D; (vi) A written opinion of counsel to the Agent, addressed to the Lenders in substantially the form of Exhibit E; (vii) The Notes, if any, requested by a Lender pursuant to Section 2.5.8 2.13 payable to the order of each such requesting Lender; (viiviii) Written money transfer instructions, in substantially the form of Exhibit JF, addressed to the Administrative Agent and signed by a Financial Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (viiiix) The Company shall have provided evidence Evidence reasonably satisfactory to the Administrative Agent of that the cancellation and termination of its Credit Agreement bilateral credit agreements, each dated as of April 26September 1, 19941994 and amended as of June 1, as amended 1996, between the Company and payment of the respective lenders party thereto have been terminated, and all accrued indebtedness, liabilities and unpaid amounts obligations thereunder have been paid in connection therewithfull; and (ixx) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. No Lender The Lenders shall not be required to make the initial Loans to the Company Advance hereunder unless the Company Borrower has furnished or caused to be furnished to the Administrative Agent with sufficient copies for the Lenders: (ia) Copies of the articles or certificate of incorporation (or other similar constituting documents) of the CompanyBorrower, 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 the CompanyBorrower, of the Company's its by-laws (or other similar governing agreements) and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents;Documents to which the Borrower is a party. (iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of the CompanyBorrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Company Borrower authorized to sign the Loan Documents to which the Company Borrower is a party and to request Advancesparty, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company;Borrower. (ivd) A certificate, signed by a Financial Officer the chief financial officer, treasurer, corporate controller or investment portfolio manager of the CompanyBorrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that on the initial Borrowing Date the representations and warranties contained in the Loan Documents are true and correct;continuing. (ve) A written opinion of counsel to the CompanyBorrower's counsel, addressed to the Lenders in substantially the form of Exhibit I;A. (vif) The Notes, if any, Any Notes requested by a Lender pursuant to Section 2.5.8 2.13 payable to the order of each such requesting Lender;. (viig) Written money transfer instructions, in substantially the form of Exhibit JD, addressed to the Administrative Agent and signed by a Financial an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested;. (viii) The Company shall have provided evidence satisfactory to the Administrative Agent of the cancellation and termination of its Credit Agreement dated as of April 26, 1994, as amended and payment of all accrued and unpaid amounts in connection therewith; and (ixh) Such other documents as any Lender or its counsel may have reasonably requested.