Common use of Initial Advance Clause in Contracts

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) 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. The Lenders shall not be required At or prior to make the making of the initial Advance hereunder unless the Borrowers have satisfied extension of credit hereunder, the following conditionsconditions precedent shall also have been satisfied: (a) Each Borrower has furnished the Lender shall have received the following (each to be properly executed and completed) and the Administrative Agent with sufficient copies for same shall have been approved as to form and substance by 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 each of the articles 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 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, (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 of such Borrower, together with all amendmentsand each state in which it is qualified to do business as a foreign corporation, and a certificate from the Office of good standing, each certified Thrift Supervision as to the registration of the Company as a savings and loan holding company; (g) the Lender shall have been furnished a statement by the appropriate governmental officer in its jurisdiction Company as to the sources and uses of incorporation.cash required to finance the Merger; (iih) Copiesby signing in the space provided for that purpose below, certified the 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 Bank, the loans outstanding under which are evidenced by the Secretary or Assistant Secretary of such Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution that certain promissory note of the Loan Documents to which such Borrower is a party. (iii) An incumbency certificateCompany dated January 26, executed by the Secretary or Assistant Secretary of such Borrower1995, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender.the Bank in the principal amount of $15,000,000 (the "Prior Note"), will be, effective upon the making of the 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 (viii) Written money transfer instructionsthe Company shall have, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) Information reasonably satisfactory to the Administrative Agent regarding the Company's Year 2000 Program. (ix) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. date of the initial extension of credit under this Agreement, Net Worth of the Company and its Subsidiaries determined on a consolidated basis in an amount not less than the difference between (x) The Guaranty, duly executed by $220,000,000 minus (y) the Companydifference between $40,000,000 minus the original Term Loan amount. (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. The Lenders No Lender shall not be required to make the initial Advance hereunder Loans to the Company unless the Borrowers have satisfied the following conditions: (a) Each Borrower 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 such Borrowerthe 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 such Borrowerthe Company, of its the Company's by-laws (or code of regulations 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 to which such Borrower is a party.Documents; (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrowerthe Company, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower the Company authorized to sign the Loan Documents to which such Borrower the Company is a partyparty 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 such Borrower.the Company; (iv) A certificate, signed by the Chief a Financial Officer or Treasurer of such Borrowerthe Company, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing.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 such Borrower's counselcounsel to the Company, addressed to the Lenders in substantially the form of Exhibit A.I; (vi) Any Notes The Notes, if any, requested by a Lender pursuant to Section 2.14 2.5.8 payable to the order of each such requesting Lender.; (vii) Written money transfer instructions, in substantially the form of Exhibit DJ, addressed to the Administrative Agent and signed by an Authorized a Financial Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.; (viii) Information reasonably The Company shall have provided evidence satisfactory to the Administrative Agent regarding of the Company's Year 2000 Program.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) 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. The Lenders No Lender shall not be required to make the initial Advance hereunder unless (x) the Borrowers have satisfied paid in full all Obligations under (and as defined in) the following conditions: Original Credit Facility which would be due and payable upon termination of such Original Credit Facility, and the Aggregate Commitment (aas defined in the Original Credit Facility) Each Borrower 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 of such Borrowerthe 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 such Borrowerthe Company, of its by-laws or code of regulations and of its Board of Directors' resolutions (and resolutions of resolutions or actions of other bodies, if any other body are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents to which such Borrower is a partyDocuments. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrowerthe Company, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such Borrower the Company authorized to sign the Loan Documents and to which such Borrower is a partymake borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrowerthe Company. (iv) A certificate, signed by the Chief Financial Officer or Treasurer of such Borrowerthe 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 such Borrower's the Company counsel, addressed to each of the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructionsLenders, in substantially the form of Exhibit D, addressed "B-1" hereto. (vii) The Committed Notes payable to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as order of each of the Administrative Agent may have reasonably requestedLenders. (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. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) Information reasonably satisfactory to the Administrative Agent regarding the Company's Year 2000 Program. (ix) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (xix) The Guaranty, duly executed by the Company. (xix) 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 Five-Year Credit Agreement dated as of March 3031, 1994 1999 among R.P. ▇▇▇▇▇▇▇ ▇▇▇poration the Borrowers, and the lenders party thereto and the agent named therein shall have been terminated terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full not later than April 9, 1999or 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 Facility A dated September 23March 28, 1996, as amended2002, among Allegiance Corporation 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) The presentation of evidence satisfactory to the Administrative Agent that revolving credits facilities Payment 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 fees described in full or will be paid from the proceeds of the initial Advanceletter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless until the Borrowers have satisfied the following conditions: (a) Each Borrower has 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 such the Borrower, 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 such the Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents to which such the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the Borrower. (iv) A certificate, signed by the Chief Financial Officer chief accounting officer or Treasurer the chief financial officer of such the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the Borrower's counsel, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 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 D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) Information reasonably satisfactory to the Administrative Agent regarding the Company's Year 2000 Program. (ix) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (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. The Lenders No Lender shall not be required to make the initial Advance hereunder Loans to the Company unless the Borrowers have satisfied the following conditions: (a) Each Borrower 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 such Borrowerthe 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 such Borrowerthe Company, of its the Company's by-laws (or code of regulations other similar governing documents) and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party.Documents; (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrowerthe Company, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower the Company authorized to sign the Loan Documents to which such Borrower the Company is a partyparty 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 such Borrower.the Company; (iv) A certificate, signed by the Chief a Financial Officer or Treasurer of such Borrowerthe Company, stating that on the initial Borrowing Date date hereof no Default or Unmatured Default has occurred and is continuing.continuing and the representations and warranties contained in the Loan Documents are true and correct; (v) A written opinion of such Borrower's counselcounsel to the Company, addressed to the Lenders in substantially the form of Exhibit A.C, and a written opinion of counsel to Lafarge Canada Inc., addressed to the Lenders in substantially the form of Exhibit D; (vi) Any Notes 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 2.14 2.13 payable to the order of each such requesting Lender.; (viiviii) Written money transfer instructions, in substantially the form of Exhibit DF, addressed to the Administrative Agent and signed by an Authorized a Financial Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.; (viiiix) Information Evidence reasonably satisfactory to the Administrative Agent regarding that the Company's Year 2000 Program. (ix) A pro forma covenant compliance certificate bilateral credit agreements, each dated as of September 1, 1994 and amended as of June 1, 1996, between the Company and the respective lenders party thereto have been terminated, and all indebtedness, liabilities and obligations thereunder have been paid in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company.full; and (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. The Lenders No Lender shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower 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 limited partnership agreement of incorporation of such Borrowerthe 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 incorporationthe Company. (ii) Copies, certified by the Secretary or Assistant Secretary of such Borrowera Financial Officer, of its bythe Corporate General Partner's Certificate of Incorporation, By-laws or code of regulations Laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution execution, delivery and performance of the Loan Documents to which such Borrower is a partyon behalf of the Company. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrowera Financial Officer, which shall identify by name and title and bear the signatures signature of the Authorized Financial Officers and any other officers of such Borrower authorized to sign the Loan Documents and to which such Borrower is a partymake borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrowerthe 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 the Chief a Financial Officer or Treasurer of such BorrowerOfficer, (i) stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuingcontinuing and (ii) setting forth the Pricing Level as at the date of delivery of such certificate. (vix) A written opinion of such Borrower's counsel, addressed to duly completed Loan/Credit Related Money Transfer Instruction for the Lenders Company in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender"F" hereto. (viix) Written money transfer instructionsA written opinion of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇, special counsel for the Agents, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) Information reasonably satisfactory to the Administrative Agent regarding the Company's Year 2000 Program. (ix) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (x) The Guaranty, duly executed by the Company"J" hereto. (xi) Such other documents as any Lender the Documentation Agent or its counsel may have reasonably requested. (b) . The presentation Documentation Agent shall promptly notify the other parties hereto 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 its receipt of the initial Advanceforegoing documents. (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. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit EXHIBIT A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) 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. (xix) The Guaranty, duly executed by the Company. (xix) 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 Payment of the initial Advancefees described in the letter agreement referred to in Section 10.13. (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. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) Information reasonably satisfactory to the Administrative Agent regarding the Company's Year 2000 Program. (ix) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (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 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. The Lenders shall not be required obligation of the Bank to make any Advance under this Loan Agreement for a Mortgage Loan is subject to the initial Advance hereunder unless Bank's receipt of the Borrowers have satisfied following, all of which must be reasonably satisfactory in form and content to the following conditionsBank, in its sole discretion: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party. (iii) An incumbency certificate, The Note duly executed by the Secretary 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 Assistant Secretary a mutually agreed upon electronic alternative thereto; (d) Certified copies of such Borrowerthe Company's articles of incorporation and bylaws, which shall identify and certificates of existence delivered to the Bank prior to the date of closing; (e) A resolution of the board of directors of the Company, certified as of a date prior to the initial Advance by name its Secretary, authorizing the execution, delivery and title performance of this Loan Agreement and bear the Note, and all other instruments or documents to be delivered by the Company pursuant to this Loan Agreement; (f) A certificate of the Company's corporate secretary as to the incumbency and authenticity of the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Company executing this Loan Documents to which such Borrower is a party, 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 Borrower.certificate has been furnished to the Bank); (ivg) A certificateAudited financial statements of the Company (and its Subsidiaries, signed by the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (va consolidated basis) A written opinion of such Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested prepared by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) Information reasonably satisfactory to the Administrative Agent regarding the Company's Year 2000 Program. (ix) A pro forma covenant compliance certificate Certified Public Accountant in form and substance reasonably satisfactory to the Administrative Agent from Bank, which shall include, but not be limited to, a statement of income for the Chief Financial Officer or Treasurer period ending on December 31, 2003 (the "Statement Date"); (h) A certificate of insurance evidencing the Company's errors and omissions insurance policy in an amount of at least $500,000.00, each loss and aggregate; (i) An executed, original opinion of the Company. (x) The Guaranty's counsel, duly executed by in form and substance reasonably acceptable to Bank, opining, among other things, as to the enforceability of the Loan Agreement, the Note and the financing statements, against the Company. (xi) Such other documents , and 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 enforceability of the initial Advance. (d) The presentation of evidence satisfactory to guaranties against 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.Guarantor; and

Initial Advance. The Lenders shall not be required At or prior to make the making of the initial Advance hereunder unless the Borrowers have satisfied extension of credit hereunder, the following conditionsconditions precedent shall also have been satisfied: (a) Each Borrower has furnished the Lender shall have received the following (each to be properly executed and completed) and the Administrative Agent with sufficient copies for same shall have been approved as to form and substance by 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 each of the articles 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 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, (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 of such Borrower, together with all amendmentsand each state in which it is qualified to do business as a foreign corporation, and a certificate from the Office of good standing, each certified Thrift Supervision as to the registration of the Company as a savings and loan holding company; (g) the Lender shall have been furnished a statement by the appropriate governmental officer in its jurisdiction Company as to the sources and uses of incorporation.cash required to finance the Merger; (iih) Copiesby signing in the space provided for that purpose below, certified the 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 Bank, the loans outstanding under which are evidenced by the Secretary or Assistant Secretary of such Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution that certain promissory note of the Loan Documents to which such Borrower is a party. (iii) An incumbency certificateCompany dated January 26, executed by the Secretary or Assistant Secretary of such Borrower1995, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender.the Bank in the principal amount of $15,000,000 (the "Prior Note"), will be, effective upon the making of the 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 (viii) Written money transfer instructionsthe Company shall have, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) Information reasonably satisfactory to the Administrative Agent regarding the Company's Year 2000 Program. (ix) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. date of the initial extension of credit under this Agreement, Net Worth of the Company and its Subsidiaries determined on a consolidated basis in an amount not less than the difference between (x) The Guaranty, duly executed by $220,000,000 minus (y) the Companydifference between $40,000,000 minus the original Term Loan amount. (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. The Lenders Banks shall not be required to make the initial Advance hereunder unless unless, on or before the Borrowers have satisfied date of execution hereof, the following conditions: (a) Each Borrower 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 Incorporation of such Borrowerthe 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 such Borrowerthe Company, of its byBy-laws or code of regulations 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 to which such Borrower is a partyDocuments. (iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrowerthe Company, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such Borrower the Company authorized to sign the Loan Documents and to which such Borrower is a partymake borrowings hereunder, upon which certificate the Administrative Agent and the Lenders Banks shall be entitled to rely until informed of any change in writing by such Borrowerthe Company. (ivd) A certificate, signed by the Chief Financial Officer or Treasurer chief financial officer of such Borrowerthe Company, stating that on the initial Borrowing Date date of execution hereof no Default or Unmatured Default has occurred and is continuing. (ve) A written opinion of such Borrowerthe Company's counsel, addressed to the Lenders Banks in substantially the form of Exhibit A."F" hereto. (vif) Any Notes requested by a Lender pursuant to Section 2.14 A Ratable Note payable to the order of each such requesting Lenderof 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 D"G" hereto. (h) Evidence, addressed in form and substance satisfactory to the Administrative Agent and signed the Banks, of the termination by an Authorized Officerthe Company of those certain credit facilities evidenced by that certain Credit Agreement, together with such 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 related money transfer authorizations as amounts payable under, the Administrative Agent may have reasonably requestedExisting Credit Agreement. (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. (xii) Such other documents as the Administrative Agent, any Lender Bank or its their respective 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. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit EXHIBIT A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit EXHIBIT D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) 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. (xix) The Guaranty, duly executed by the Company. (xix) 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 Payment of the initial Advancefees described in the letter agreement referred to in Section 10.13. (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. The Lenders shall not be required to make the initial Advance hereunder and the Administrative Agent shall not issue any Letters of Credit unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent Agent, with sufficient copies for the Lenders: (i) Copies of the articles or A certificate of incorporation good standing from the Secretary of such Borrower, together State of Delaware with all amendments, respect to PLC and a certificate of good standing, each certified by standing from the appropriate governmental officer in its jurisdiction Secretary of incorporationState of Tennessee with respect to PLICO. (ii) Copies, certified by the Secretary or an Assistant Secretary of such Borrowerthe Borrowers, of its their certificates of incorporation, together with all amendments thereto, and by-laws or code of regulations and of its Board of Directors' ’ resolutions (and resolutions of resolutions or actions of other bodies, if any other body are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents to which such Borrower is a partyCredit Documents. (iii) An incumbency certificate, executed by the Secretary or any Assistant Secretary of such Borrowerthe Borrowers, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such Borrower the Borrowers authorized to sign the Loan Credit Documents and to which such Borrower is a partymake borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrowerthe Borrowers of any change. (iv) A certificate, signed by the Chief Financial Officer or Treasurer the Chief Accounting Officer of such Borrowerthe Borrowers, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such Borrower's the Borrowers’ counsel, addressed to the Lenders in substantially form and substance satisfactory to the form of Exhibit A.Administrative Agent. (vi) Any Revolving Credit Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lenderof the Lenders and the Swingline Note. (vii) Written money transfer instructions, in substantially a form required by the form of Exhibit DAdministrative Agent, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) Information reasonably satisfactory to A duly completed compliance certificate as of April 16, 2008, in substantially the Administrative Agent regarding the Company's Year 2000 Programform of Exhibit 3.1(viii) hereto. (ix) A pro forma covenant compliance duly completed certificate in form and substance reasonably satisfactory certifying as to the Administrative Agent from the Chief Financial Officer or Treasurer solvency of the CompanyBorrowers. (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. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each both certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions (and resolutions of resolutions or actions of other bodies, if any other body are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents to which such Borrower is a partyDocuments. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents and to which such Borrower is a partymake borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the Borrower. (iv) A certificate, signed by an Authorized Officer of the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A."F" hereto. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lenderof the Lenders. (vii) Written money transfer instructions, in substantially the form of Exhibit D"I" hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) 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. The Lenders shall not be required to make the initial Advance Advances hereunder unless the Borrowers have satisfied the following conditions: and until (a) Each the Borrower has satisfied the 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 of such Borrower, 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 incorporationorganization, 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 such Borrowerthe Borrower and each Material Domestic Subsidiary, of its by-laws or code operating agreement, its articles or certificate of regulations incorporation or formation, together with all amendments, and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower and such Borrower Material Domestic Subsidiary is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrowerthe Borrower and each Material Domestic Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such the Borrower and each Material Domestic Subsidiary authorized to sign the Loan Documents to which the Borrower and such Borrower Material Domestic Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer of such the Borrower, 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. (v) A written opinion of such the Borrower's ’s counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Lenders in form and substance reasonably acceptable to the Administrative Agent may have reasonably requestedAgent. (viiivi) Information reasonably satisfactory to This Agreement executed by the Administrative Agent regarding the Company's Year 2000 ProgramBorrower. (ixvii) A pro forma covenant compliance certificate The Guaranty executed by the Guarantors in form and substance reasonably satisfactory to the Administrative Agent Agent. (viii) All separately agreed amounts owing from the Chief Financial Officer Borrower to the Administrative Agent or Treasurer of the CompanyArranger shall have been paid. (ix) An effective amendment to the Existing Credit Agreement in form and substance reasonably satisfactory to the Administrative Agent. (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. The Lenders shall not be required obligation of the Lender to make the initial Advance hereunder unless under this Agreement is subject to the Borrowers have satisfied satisfaction, in the sole discretion of the Lender, on or before the date thereof of the following conditionsconditions precedent: (a) Each Borrower has furnished The Lender shall have received the following, all of which must be satisfactory in form and content to the Administrative Agent with sufficient copies for the LendersLender, in its sole discretion: (i) Copies of the articles or certificate of incorporation of such Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) Information reasonably satisfactory to the Administrative Agent regarding the Company's Year 2000 Program. (ix) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (x1) The Guaranty, Notes and this Agreement duly executed by the Company. (xi2) Such The Company's articles of incorporation as certified by the Secretary of State of the Company's incorporation, bylaws certified by the corporate secretary of the Company, 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 that certain Warehousing Credit and Security Agreement dated April 15, 1992, and certificates of good standing dated no less recently than ninety (90) days prior to the date of this Agreement. (3) An original resolution of the 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 corporate secretary as to the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender). 148 (5) 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 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. (7) A favorable written opinion of counsel to the Company, dated as of the date of this Agreement substantially in the form of Exhibit H attached hereto, addressed to the Lender. (8) 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) Copies 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 counsel may 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 reasonably requestedbeen established at the Funding Bank and receipt of a fully executed Funding Bank Agreement. (b) The presentation of evidence satisfactory to the Administrative Agent that the Amended All directors, officers 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 shareholders of the initial Advance. (d) The presentation of evidence satisfactory to the Administrative Agent that revolving credits facilities Company, all Affiliates of the Company totaling not less than $95,000,000 have been terminated and all indebtednessor of any Subsidiary of the Company, liabilities and obligations outstanding thereunder to whom or to any of whom the Company shall be indebted as of the date of this Agreement, shall have been paid subordinated such indebtedness to the Obligations, by executing a Subordination of Debt Agreement, in the form of Exhibit F hereto; provided, however, that earned salaries and bonuses and expense reimbursements owed to officers of the Company shall be excluded from this requirement; and the Lender shall have received an executed copy of any such Subordination of Debt Agreement, certified by the corporate secretary of the Company to be true and complete and in full or will be paid from the proceeds force and effect as of the initial date of the Advance. Unsecured indebtedness of the Company to its Affiliates for warehousing purposes and unclaimed bondholder funds held and administered by the Company for its Subsidiaries are not required to be subordinated under the terms of this Section.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (ia) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standingexistence, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (iib) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such the Borrower is a party. (iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents to which such the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the Borrower. (ivd) A certificate, signed by the Chief Financial Officer chief financial officer, treasurer, corporate controller or Treasurer investment portfolio manager of such the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (ve) A written opinion of such the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vif) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender. (viig) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) 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. (xih) 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. The Lenders shall not be required obligation of the Lender to make the initial --------------- Advance hereunder unless under this Agreement is subject to the Borrowers have satisfied satisfaction, in the sole discretion of the Lender, on or before the date thereof of the following conditionsconditions precedent: (a) Each Borrower has furnished to The Lender shall have received the Administrative Agent with sufficient copies for the Lenders: (i) Copies following, all of the articles or certificate of incorporation of such Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall must be entitled to rely until informed of any change in writing by such Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) Information reasonably satisfactory to the Administrative Agent regarding the Company's Year 2000 Program. (ix) A pro forma covenant compliance certificate in form and substance reasonably satisfactory content to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company.Lender, in its sole discretion:() (x1) The Guaranty, Notes and this Agreement duly executed by the Company. (xi2) Such other documents The Company's articles of incorporation as any Lender certified by the Secretary of State of Colorado, bylaws certified by the corporate secretary of the Company, or its counsel may have reasonably requesteda 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 the RFC Conduit Credit Agreement and certificates of good standing dated no less recently than ninety (90) days prior to the date of this Agreement. (b3) The presentation A resolution of the 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 corporate secretary as to the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender). (5) 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 favorable written opinion of counsel to the Company, dated as of the date of this Agreement substantially in the form of Exhibit ------- 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. (9) 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 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, 1999Lender. (c10) The presentation Copies of evidence 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 Administrative Agent that Lender, showing compliance by the Credit Agreement Facility A dated September 23, 1996, Company 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 Advancedate of this Agreement with the related provisions of Section 6.8 hereof. (d11) The presentation 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 evidence any 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 been 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 Administrative Agent that revolving credits facilities Lender, acknowledging the validity of the Lender's security interest in the Servicing Contracts included in the Servicing Collateral, duly executed by 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 AdvanceFNMA.