Common use of Initial Advance Clause in Contracts

Initial Advance. No Lender shall be required to make the initial Advance hereunder unless (x) the 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 Agent with sufficient copies for the Lenders: (i) Copies of the certificate of incorporation of the Company, together with all amendments, and a certificate of good standing, 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 its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any 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 signature of the officers of the Company authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company. (iv) A certificate, signed by the Financial Officer of the Company, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is 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 in all material respects. (vi) A written opinion of the Company counsel, addressed to each of the Lenders, in substantially the form of Exhibit "B-1" hereto. (vii) The Committed Notes payable to the order of each of the Lenders. (viii) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. No Lender shall be required to make the initial Advance hereunder Loans to the Company unless (x) the 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, both 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 its the Company's by-laws (or other similar governing agreements) and of its Board of Directors' resolutions (and of resolutions or actions of any other bodies, if any are deemed necessary by counsel for any Lender) 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 signature signatures of the officers of the Company authorized to sign the Loan Documents to which the Company is a party and to make borrowings hereunderrequest 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 the a Financial Officer of the Company, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A certificate, signed by the Financial Officer of the Company, stating continuing and that on the initial Borrowing Date the representations and warranties contained in the Loan Documents are true and correct in all material respects.correct; (viv) A written opinion of counsel to the Company counselCompany, 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 of the Lenderssuch requesting Lender; (vii) Written money transfer instructions, in substantially the form of Exhibit "B-1" hereto. (vii) The Committed Notes payable J, addressed to the order of each of Administrative Agent and signed by a Financial Officer, together with such other related money transfer authorizations as the Lenders.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 The Lenders shall not be required to make the initial Advance hereunder unless (x) the Borrowers have paid in full all Obligations under satisfied the following conditions: (and as defined ina) 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 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 of the Companysuch Borrower, together with all amendments, and a certificate of good standing, both 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 its by-laws or code of regulations and of its Board of Directors' resolutions (and of resolutions or actions of any other bodies, if any are deemed necessary by counsel for any Lender) body authorizing the execution of the Loan DocumentsDocuments 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 signature signatures of the Authorized Officers and any other officers of the Company such Borrower authorized to sign the Loan Documents and to make borrowings hereunderwhich 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 the Companysuch Borrower. (iv) A certificate, signed by 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. (v) A certificatewritten opinion of such Borrower's counsel, signed by addressed to the Financial Officer Lenders in substantially the form of the Company, stating that on the initial Borrowing Date the representations and warranties contained in the Loan Documents are true and correct in all material respects.Exhibit A. (vi) A written opinion Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of the Company counsel, addressed to each of the Lenderssuch requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit "B-1" hereto. (vii) The Committed Notes payable D, addressed to the order of each of Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the LendersAdministrative 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. (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 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 have received the following (each to be required to make the initial Advance hereunder unless (xproperly executed and completed) the 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 same shall have been terminated approved as to form and (y) substance by the Company has furnished or caused to be furnished to the Agent with sufficient copies for the LendersLender: (i) Copies the Notes; (ii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Lender or its counsel may reasonably request; (iii) an incumbency certificate containing the name, title and genuine signatures of incorporation 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, together 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 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 all amendmentsand approved by the Delaware Secretary of State as to the merger of N.S. with and into the Company, (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 Illinois Commissioner of Savings and Residential Finance, (vi) waiver letter from the 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 Merger from the shareholders of the Company 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 the 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 and of N.S. authorizing the execution, delivery, and performance of the Merger Documents and the consummation of the transaction contemplated thereby, and (xi) the opinion letter delivered by counsel to N.S. to the Company with respect to the Merger; (f) the Lender shall have received a good standing certificate for the Company (dated as of the date 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, and a certificate from the Office of good standing, both certified by Thrift Supervision as to the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Company, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any 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 signature of the officers registration of the Company authorized as a savings and loan holding company; (g) the Lender shall have been furnished a statement by the Company as to sign the Loan Documents sources and uses of cash required to make borrowings hereunderfinance the Merger; (h) by signing in the space provided for that purpose below, upon which certificate the Agent parties agree that the $15,000,000 revolving line of credit established under that certain Credit Agreement dated as of January 26, 1995, between the Company and the Lenders shall be entitled to rely until informed of any change in writing Bank, the loans outstanding under which are evidenced by the Company. (iv) A certificate, signed by the Financial Officer of the Company, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is 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 in all material respects. (vi) A written opinion certain promissory note of the Company counseldated January 26, addressed to each of the Lenders1995, in substantially the form of Exhibit "B-1" hereto. (vii) The Committed Notes payable to the order of each the Bank in the principal amount of $15,000,000 (the "Prior Note"), will be, effective upon the making of the Lenders.initial extension of credit hereunder, terminated and no further borrowings may be made thereunder, and any loans outstanding and evidenced by the Prior Note shall be repaid in full on the date thereof; and (viiii) 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 The obligation of the Lender shall be required to make the initial --------------- Advance hereunder unless (x) under this Agreement is subject to the 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 Facilitysatisfaction, and the Aggregate Commitment (as defined in the Original Credit Facility) sole discretion of the lenders thereunder shall have been terminated and (y) Lender, on or before the Company has furnished or caused to be furnished to date thereof of the Agent with sufficient copies for 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 certificate 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 Colorado, 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 amendments, the RFC Conduit Credit Agreement and a certificate certificates of good standing, both certified by standing dated no less recently than ninety (90) days prior to the appropriate governmental officer in its jurisdiction date of incorporationthis Agreement. (ii3) Copies, certified by A resolution of the Secretary or Assistant Secretary board of directors of the Company, certified as of the date of this Agreement by its by-laws and of its Board of Directors' resolutions (and resolutions of other bodiescorporate secretary, if any are deemed necessary by counsel for any Lender) authorizing the execution 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. (iii4) An incumbency certificate, executed by the Secretary or Assistant Secretary A certificate of the Company, which shall identify by name 's corporate secretary as to the incumbency and title and bear authenticity of the signature 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 make borrowings hereunder, upon which certificate be delivered pursuant hereto (the Agent and the Lenders shall be Lender being entitled to rely thereon until informed of any change in writing by a new such certificate has been furnished to the CompanyLender). (iv5) Financial statements of 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 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 October 31, 1995, related statements of income and changes in stockholders' equity for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with the Company's most recent audited financial statements. (7) A certificate, signed by the Financial Officer favorable written opinion of counsel to the Company, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A certificate, signed by the Financial Officer dated as of the Company, stating that on the initial Borrowing Date the representations and warranties contained date of this Agreement substantially in the Loan Documents are true and correct in all material respects. (vi) A written opinion of the Company counsel, addressed to each of the Lenders, in substantially the form of Exhibit "B-1" ------- H attached hereto, addressed to the Lender. - (8) A Uniform Commercial Code, tax lien and judgment search of the appropriate public records for the Company, 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. (vii9) The Committed Notes payable Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the order of each of the LendersLender. (viii10) Such other documents Copies of the Company's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the Lender, showing compliance by the Company as of the date of this Agreement with the related provisions of Section 6.8 hereof. (11) Executed 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 any Lender or its counsel may fees due on the date hereof, including, but not limited to, Commitment Fees and document production fees. (13) Evidence that all accounts necessary into which Advances will be funded have reasonably requestedbeen established at the Funding Bank and receipt of a fully executed Funding Bank Agreement. (14) A copy of an Acknowledgment Agreement from FNMA in form and substance satisfactory to the Lender, acknowledging the validity of the Lender's security interest in the Servicing Contracts included in the Servicing Collateral, duly executed by the Company and FNMA.

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 have received the following (each to be required to make the initial Advance hereunder unless (xproperly executed and completed) the 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 same shall have been terminated approved as to form and (y) substance by the Company has furnished or caused to be furnished to the Agent with sufficient copies for the LendersLender: (i) Copies the Notes; (ii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Lender or its counsel may reasonably request; (iii) an incumbency certificate containing the name, title and genuine signatures of incorporation 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, together 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 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 all amendmentsand approved by the Delaware Secretary of State as to the merger of N.S. with and into the Company, (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 Illinois Commissioner of Savings and Residential Finance, (vi) waiver letter from the 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 Merger from the shareholders of the Company 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 the 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 and of N.S. authorizing the execution, delivery, and performance of the Merger Documents and the consummation of the transaction contemplated thereby, and (xi) the opinion letter delivered by counsel to N.S. to the Company with respect to the Merger; (f) the Lender shall have received a good standing certificate for the Company (dated as of the date 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, and a certificate from the Office of good standing, both certified by Thrift Supervision as to the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Company, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any 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 signature of the officers registration of the Company authorized as a savings and loan holding company; (g) the Lender shall have been furnished a statement by the Company as to sign the Loan Documents sources and uses of cash required to make borrowings hereunderfinance the Merger; (h) by signing in the space provided for that purpose below, upon which certificate the Agent parties agree that the $15,000,000 revolving line of credit established under that certain Credit Agreement dated as of January 26, 1995, between the Company and the Lenders shall be entitled to rely until informed of any change in writing Bank, the loans outstanding under which are evidenced by the Company. (iv) A certificate, signed by the Financial Officer of the Company, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is 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 in all material respects. (vi) A written opinion certain promissory note of the Company counseldated January 26, addressed to each of the Lenders1995, in substantially the form of Exhibit "B-1" hereto. (vii) The Committed Notes payable to the order of each the Bank in the principal amount of $15,000,000 (the "Prior Note"), will be, effective upon the making of the Lenders.initial extension of credit hereunder, terminated and no further borrowings may be made thereunder, and any loans outstanding and evidenced by the Prior Note shall be repaid in full on the date thereof; and (viiii) 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 Advance hereunder unless (x) the Borrowers have paid in full all Obligations under satisfied the following conditions: (and as defined ina) 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 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 of the Companysuch Borrower, together with all amendments, and a certificate of good standing, both 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 its by-laws or code of regulations and of its Board of Directors' resolutions (and of resolutions or actions of any other bodies, if any are deemed necessary by counsel for any Lender) body authorizing the execution of the Loan DocumentsDocuments 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 signature signatures of the Authorized Officers and any other officers of the Company such Borrower authorized to sign the Loan Documents and to make borrowings hereunderwhich 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 the Companysuch Borrower. (iv) A certificate, signed by 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. (v) A certificatewritten opinion of such Borrower's counsel, signed by addressed to the Financial Officer Lenders in substantially the form of the Company, stating that on the initial Borrowing Date the representations and warranties contained in the Loan Documents are true and correct in all material respects.Exhibit A. (vi) A written opinion Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of the Company counsel, addressed to each of the Lenderssuch requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit "B-1" hereto. (vii) The Committed Notes payable D, addressed to the order of each of Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the LendersAdministrative 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. No Lender The Lenders shall not be required to make the initial Advance hereunder unless (x) the Borrowers have paid in full all Obligations under satisfied the following conditions: (and as defined ina) 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 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 of the Companysuch Borrower, together with all amendments, and a certificate of good standing, both 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 its by-laws or code of regulations and of its Board of Directors' resolutions (and of resolutions or actions of any other bodies, if any are deemed necessary by counsel for any Lender) body authorizing the execution of the Loan DocumentsDocuments 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 signature signatures of the Authorized Officers and any other officers of the Company such Borrower authorized to sign the Loan Documents and to make borrowings hereunderwhich 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 the Companysuch Borrower. (iv) A certificate, signed by 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. (v) A certificatewritten opinion of such Borrower's counsel, signed by addressed to the Financial Officer Lenders in substantially the form of the Company, stating that on the initial Borrowing Date the representations and warranties contained in the Loan Documents are true and correct in all material respects.EXHIBIT A. (vi) A written opinion Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of the Company counsel, addressed to each of the Lenderssuch requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit "B-1" hereto. (vii) The Committed Notes payable D, addressed to the order of each of Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the LendersAdministrative 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) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. No Lender shall be required The obligation of the Lenders to make any Advance under this Agreement is subject to the initial satisfaction, in the sole discretion of the Agent, on or before the date thereof, of the following conditions precedent, save and except that Agent may, at its sole option, waive any one or more of the following conditions prior to the Initial Advance hereunder unless (x) the Borrowers have paid in full all Obligations under (and as defined in) the Original Credit Facility which would be due and payable upon termination but such waiver shall not prevent Agent from requiring compliance of such Original Credit Facility, condition(s) prior to any subsequent Advance to the extent set forth in a supplemental agreement entered into between the Borrower and the Aggregate Commitment Agent: (as defined in the Original Credit Facilitya) Each of the lenders thereunder Loan Documents shall have been duly executed and delivered by the respective parties thereto and, shall be in full force and effect and shall be in form and substance satisfactory to each of the Lenders. (b) UCC, tax lien and judgment searches of the appropriate public records for the Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Agent or as permitted under this Agreement, or other than a Lien in favor of any Person which Lien shall be terminated and in accordance with the provisions of this Agreement. (yc) Agent shall have received from the Company has furnished or caused Borrower a copy, certified as of a recent date by the appropriate officer of the State in which such Person is organized to be furnished true and complete, of the corporate charter and any other organization documents of such Person as in effect on such date of certification. The Borrower shall furnish evidence satisfactory to the Agent with sufficient copies that they are each duly qualified and in good standing in each jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify, except where the failure to so qualify could not have a materially adverse effect on the business, assets, or financial condition of the Borrower. (d) Agent shall have received from the Borrower financial statements of the Borrower (and its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 2006 (the "Statement Date") and related statements of income, changes in stockholders' equity and cash flows for the Lenders: period ended on the Statement Date and a balance sheet as of March 31, 2007 (i"Interim Date") Copies and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the certificate of incorporation statements as of the CompanyStatement Date, audited by independent certified public accountants of recognized standing acceptable to the Agent, together with all amendments, an Officer Certificate prepared as of the Interim Date and a certificate executed by any officer of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporationBorrower. (iie) CopiesUCC financing statements naming the Borrower as debtor and the Agent as secured party covering the Collateral shall have been duly recorded and filed to the satisfaction of Agent and its counsel. (f) Agent shall have received evidence, certified by in form, scope and substance and with such insurance carriers, satisfactory to the Secretary or Assistant Secretary of the CompanyAgent, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if for all insurance policies required under any are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents. (iiig) An There shall be no pending or threatened litigation involving the Borrower which, in the judgment of the Agent, could have a material adverse effect on such Person or the ability of the Borrower to perform its obligations under the Loan Documents to which it is a party, and no judgment, order, injunction or other similar injunction or other similar restraint prohibiting any of the transactions contemplated hereby shall exist. (h) All action on the part of the Borrower necessary for the valid execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents shall have been duly and effectively taken, and evidence thereof satisfactory to the Agent shall have been provided to the Agent. Agent shall have received from the Borrower true copies of resolutions adopted by the their respective boards of directors authorizing the transactions described herein, each certified by each of their secretaries as of a recent date to be true and complete. (i) Agent shall have received from the Borrower an incumbency certificate, executed by the Secretary or Assistant Secretary dated as of the CompanyClosing Date, which shall identify signed by a duly authorized officer of the Borrower and giving the name and title and bear the bearing a specimen signature of each individual who shall be an Authorized Representative: (a) to sign, in the officers name and on behalf of the Company authorized to sign such Person, each of the Loan Documents to which such Person is or is to become a party; (b) with respect to the Borrower, to make requests for Advances; and (c) to give notices and to make borrowings hereundertake other action on behalf of the Borrower under the Loan Documents. (j) Agent shall have received a favorable written opinion of counsel to the Borrower, upon dated as of the Closing Date in form, scope, and substance satisfactory to the Agent, addressed to the Agent and the Lenders. (k) Copies of the certificates, documents or other written instruments that evidence the Borrower's eligibility described in Section 5.11, together with copies of all seller/servicer contracts to which certificate the Borrower is a party, all in form and substance satisfactory to Agent. (l) Borrower shall have paid to the Agent all fees and expenses required pursuant to this Agreement and the other Loan Documents. (m) Borrower shall have provided such additional instruments and documents to the Agent and the Lenders shall be entitled to rely until informed of any change in writing by as the Company. (iv) A certificate, signed by Agent and the Financial Officer of the Company, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is 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 in all material respects. (vi) A written opinion of the Company counsel, addressed to each of the Lenders, in substantially the form of Exhibit "B-1" hereto. (vii) The Committed Notes payable to the order of each of the Lenders. (viii) Such other documents as any Lender or its Agent's counsel may have reasonably requested.

Initial Advance. No Lender The Lenders shall not be required to make the initial Advance hereunder unless (x) the Borrowers have paid in full all Obligations under satisfied the following conditions: (and as defined ina) 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 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 of the Companysuch Borrower, together with all amendments, and a certificate of good standing, both 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 its by-laws or code of regulations and of its Board of Directors' resolutions (and of resolutions or actions of any other bodies, if any are deemed necessary by counsel for any Lender) body authorizing the execution of the Loan DocumentsDocuments 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 signature signatures of the Authorized Officers and any other officers of the Company such Borrower authorized to sign the Loan Documents and to make borrowings hereunderwhich 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 the Companysuch Borrower. (iv) A certificate, signed by 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. (v) A certificatewritten opinion of such Borrower's counsel, signed by addressed to the Financial Officer Lenders in substantially the form of the Company, stating that on the initial Borrowing Date the representations and warranties contained in the Loan Documents are true and correct in all material respects.Exhibit A. (vi) A written opinion Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of the Company counsel, addressed to each of the Lenderssuch requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit "B-1" hereto. (vii) The Committed Notes payable D, addressed to the order of each of Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the LendersAdministrative 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. (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 Advance hereunder unless (x) the 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 Borrower has furnished or caused to be furnished to the Agent with sufficient copies for the Lenders: (ia) Copies of the certificate articles of incorporation of the CompanyBorrower, together with all amendments, and a certificate of good standingexistence, both 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 its by-laws and of its Board of Directors' resolutions (and of resolutions or actions of any other bodies, if any are deemed necessary by counsel for any Lender) body authorizing the execution of the Loan DocumentsDocuments 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 signature signatures of the Authorized Officers and any other officers of the Company Borrower authorized to sign the Loan Documents and to make borrowings hereunderwhich the Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the CompanyBorrower. (ivd) A certificate, signed by the Financial Officer 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. (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 in all material respects. (vie) A written opinion of the Company Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A. (f) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenderssuch requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit "B-1" heretoD, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (vii) The Committed Notes payable to the order of each of the Lenders. (viiih) 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 Advance hereunder unless (x) until the 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 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 of the CompanyBorrower, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower, and a certificate of good standing, both 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 its by-laws and of its Board of Directors' resolutions (and of resolutions or actions of any other bodies, if any are deemed necessary by counsel for any Lender) body authorizing the execution of the Loan DocumentsDocuments 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 signature signatures of the Authorized Officers and any other officers of the Company Borrower authorized to sign the Loan Documents and to make borrowings hereunderwhich 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 the CompanyBorrower. (iv) A certificate, signed by the Financial Officer 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. (v) A certificate, signed by the Financial Officer written opinion of the CompanyBorrower's counsel, stating that on addressed to the initial Borrowing Date Administrative Agent and the representations and warranties contained Lenders in substantially the Loan Documents are true and correct in all material respects.form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (vii) A written opinion copy of the Company counselSEC Order authorizing the Borrower to incur the Indebtedness contemplated by the Loan Documents, addressed to each certified by the Secretary or an Assistant Secretary of the LendersBorrower. (viii) Written money transfer instructions, in substantially the form of Exhibit "B-1" heretoD, 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. (vii) The Committed Notes payable to the order of each of the Lenders. (viiiix) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. No Lender shall be required to make the initial Advance hereunder Loans to the Company unless (x) the 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 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, both 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 its the Company's by-laws (or other similar governing documents) and of its Board of Directors' resolutions (and of resolutions or actions of any other bodies, if any are deemed necessary by counsel for any Lender) 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 signature signatures of the officers of the Company authorized to sign the Loan Documents to which the Company is a party and to make borrowings hereunderrequest Advances, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company.; (iv) A certificate, signed by the 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. (v) A certificate, signed by the Financial Officer of the Company, stating that on the initial Borrowing Date continuing and the representations and warranties contained in the Loan Documents are true and correct correct; (v) A written opinion of counsel to the Company, addressed to the Lenders in all material respects.substantially the form of Exhibit C, 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 Company counselAgent, addressed to the Lenders in substantially the form of Exhibit E; (vii) The Notes, if any, requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenderssuch requesting Lender; (viii) Written money transfer instructions, in substantially the form of Exhibit "B-1" hereto.F, addressed to the Agent and signed by a Financial Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested; (viiix) The Committed Notes payable Evidence reasonably satisfactory to the order Agent that the bilateral credit agreements, each dated as of each September 1, 1994 and amended as of June 1, 1996, between the Lenders.Company and the respective lenders party thereto have been terminated, and all indebtedness, liabilities and obligations thereunder have been paid in full; and (viiix) 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 Advance hereunder unless (x) unless, on or before the Borrowers have paid in full all Obligations under (and as defined in) the Original Credit Facility which would be due and payable upon termination date of such Original Credit Facilityexecution hereof, 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 LendersBanks: (ia) Copies of the certificate Certificate of incorporation Incorporation of the Company, together with all amendments, and a certificate of good standing, 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 its byBy-laws Laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any LenderBank) 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 signature of the officers of the Company authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the 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 the Financial Officer 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. (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 in all material respects. (vie) A written opinion of the Company Company's counsel, addressed to each of the Lenders, Banks in substantially the form of Exhibit "B-1F" hereto. (viif) The Committed Notes A Ratable Note payable to the order of each of the LendersBanks and a Competitive Bid Note payable to the order of each of the Banks. (viiig) A duly completed Loan/Credit Related Money Transfer Instruction in substantially the form of Exhibit "G" hereto. (h) Evidence, in form and substance satisfactory to the Administrative Agent and the Banks, of the termination by the Company of those certain credit facilities evidenced by that certain Credit Agreement, dated as of November 30, 1994 (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 Co-Agents, and The First National Bank of Chicago, as Administrative Agent, and of the payment of all principal of and interest on any loans outstanding under, and of all other amounts payable under, the Existing Credit Agreement. (i) Such other documents as the Administrative Agent, any Lender Bank or its their respective counsel may have reasonably requested.

Initial Advance. No Lender shall be required to make the initial Advance hereunder unless (x) the 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 Agent with sufficient copies for the LendersDocumentation Agent: (i) Copies of (x) the certificate of incorporation 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, both all certified by a Financial Officer or the appropriate governmental officer in its jurisdiction President of incorporationthe Company. (ii) Copies, certified by the Secretary or Assistant Secretary a Financial Officer, of the CompanyCorporate General Partner's Certificate of Incorporation, of its byBy-laws Laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution execution, delivery and performance of the Loan DocumentsDocuments 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 signature of the officers of the Company Financial Officers authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company. (iv) A certificate, signed by the Financial Officer Copies of a long-form certificate of the CompanySecretary 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 initial Borrowing Date no Default or Unmatured Default has occurred office of the Secretary of State of the State of Delaware and that the Company is continuinga limited partnership in good standing in the State of Delaware. (v) A certificate, signed by the Financial Officer written opinion of the Company's special counsel, stating that on K▇▇▇▇▇▇▇ & E▇▇▇▇, in substantially the initial Borrowing Date the representations and warranties contained in the Loan Documents are true and correct in all material respectsform of Exhibit "B-▇" hereto. (vi) A written opinion of the Company counselGeneral Counsel to the Company, addressed to each of the LendersV▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., in substantially the form of Exhibit "B-1B-2" hereto. (vii) The Committed Notes of the Company payable to the order of each of the Lenders. (viii) A certificate, signed by a Financial Officer, (i) stating that no Default or Unmatured Default has occurred and is continuing and (ii) setting forth the Pricing Level as at the date of delivery of such certificate. (ix) A duly completed Loan/Credit Related Money Transfer Instruction for the Company in substantially the form of Exhibit "F" hereto. (x) A written opinion of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇, special counsel for the Agents, in substantially the form of Exhibit "J" hereto. (xi) 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 Lender The Lenders shall not be required to make the initial Advance hereunder unless (x) and until the 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 Borrower has furnished or caused to be furnished to the 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 the CompanyBorrower, together with all amendments, and a certificate of good standing, both 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 its by-laws and of its Board of Directors' ’ resolutions (and of resolutions or actions of any other bodies, if any are deemed necessary by counsel for any Lender) body authorizing the execution of the Loan DocumentsDocuments 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 signature signatures of the Authorized Officers and any other officers of the Company Borrower authorized to sign the Loan Documents and to make borrowings hereunderwhich the Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the CompanyBorrower. (iv) A certificate, signed by the Financial Officer 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. (v) A certificatewritten opinion of ▇▇▇▇▇▇, signed by ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, the Financial Officer of Borrower’s counsel, addressed to the Company, stating that on Lenders in form and substance satisfactory to the initial Borrowing Date the representations and warranties contained in the Loan Documents are true and correct in all material respectsAgent. (vi) A written opinion Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of the Company counsel, addressed to each of the Lenderssuch requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit "B-1" hereto. (vii) The Committed Notes payable C, addressed to the order of each of Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the LendersAgent may have reasonably requested. (viii) The Existing Term Loan Agreement shall have been amended in form and substance satisfactory to the Agent and its counsel to (a) permit the Indebtedness under this Agreement and (b) amend the change in control 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.