Common use of Conditions Precedent to Initial Borrowing Clause in Contracts

Conditions Precedent to Initial Borrowing. The obligation of each Lender to make a Loan on the occasion of the initial Borrowing shall be subject to the conditions precedent that the Administrative Agent has received (on or prior to March 31, 2006) the following, each (unless otherwise specified below) dated the Closing Date, and each in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Lender: (a) Certified copies of (i) the articles of incorporation and by-laws of the Borrower, (ii) the resolutions of the Board of Directors of the Borrower authorizing and approving the execution, delivery and performance by it of the Loan Documents and the transactions contemplated thereby, and (iii) all documents evidencing other necessary corporate action and governmental, regulatory or third-party consents and approvals, if any, with respect to the Loan Documents. (b) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign the Loan Documents and any other documents to be delivered hereunder by the Borrower. (c) A certificate for the Borrower from the Secretary of State of Maryland, dated a date reasonably close to the date hereof, as to the good standing of and organizational documents filed by the Borrower. (d) Favorable opinions of the Borrower's internal counsel, substantially in the form of Exhibit D-1, and of Shearman & Sterling LLP, special New York counsel to the Borrower, substantially in the form of Exhibit D-2. (e) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E. (f) A certificate of a Responsible Officer of the Borrower, dated the Closing Date, certifying that (i) the representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of such date as though made on and as of such date and (ii) no event has occurred and is continuing on and as of such date which constitutes a Default or an Event of Default. (g) Evidence of the payment of all fees and invoiced expenses required to be paid on or prior to the Closing Date in connection with this Agreement. (h) Evidence of the termination of the commitments under the $100,000,000 Amended and Restated Credit Agreement dated as of June 30, 2003 among the Borrower, the lenders party thereto and The Bank of New York, as administrative agent for such lenders and payment of all principal, interest and other amounts payable thereunder. (i) A certified or conformed copy of the Transaction Agreement, together with evidence that the Acquisition has been consummated or is being consummated contemporaneously with the occurrence of the Closing Date, in either case substantially in accordance with the terms of the Transaction Agreement. (j) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, through the Administrative Agent, reasonably request. The Administrative Agent will promptly notify the Lenders of the occurrence of the Closing Date.

Conditions Precedent to Initial Borrowing. The obligation of each Lender to make a Loan on the occasion of the initial Borrowing shall be subject to the conditions precedent that the Administrative Agent has received (on or prior to March 31, 2006) the following, each (unless otherwise specified below) dated the Closing Date, and each in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Lender: (a) Certified copies of (i) the articles of incorporation and by-laws of the Borrower, (ii) the resolutions of the Board of Directors of the Borrower authorizing and approving the execution, delivery and performance by it of the Loan Documents and the TERM LOAN AGREEMENT transactions contemplated thereby, and (iii) all documents evidencing other necessary corporate action and governmental, regulatory or third-party consents and approvals, if any, with respect to the Loan Documents. (b) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign the Loan Documents and any other documents to be delivered hereunder by the Borrower. (c) A certificate for the Borrower from the Secretary of State of Maryland, dated a date reasonably close to the date hereof, as to the good standing of and organizational documents filed by the Borrower. (d) Favorable opinions of the Borrower's ’s internal counsel, substantially in the form of Exhibit D-1, and of Shearman & Sterling LLP, special New York counsel to the Borrower, substantially in the form of Exhibit D-2. (e) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E. (f) A certified or conformed copy of the Transaction Agreement, together with evidence that the Acquisition has been consummated or is being consummated contemporaneously with the occurrence of the Closing Date, in either case substantially in accordance with the terms of the Transaction Agreement. (g) A certificate of a Responsible Officer of the Borrower, dated the Closing Date, certifying that (i) the representations and warranties contained in Section 4.01 4.01, excluding the Excluded Representations, are true and correct in all material respects on and as of such date as though made on and as of such date and (ii) no event has occurred and is continuing on and as of such date which constitutes a Default or an Event of Default. (gh) Evidence of the payment of all fees and invoiced expenses required to be paid on or prior to the Closing Date in connection with this Agreement. (h) Evidence of the termination of the commitments under the $100,000,000 Amended and Restated Credit Agreement dated as of June 30, 2003 among the Borrower, the lenders party thereto and The Bank of New York, as administrative agent for such lenders and payment of all principal, interest and other amounts payable thereunder. (i) A certified or conformed true copy of the Transaction Revolving Credit Agreement, duly executed by the parties thereto, together with evidence that the Acquisition has conditions precedent set forth in Section 3.01 thereof have been consummated or is are being consummated contemporaneously with the occurrence of the Closing Date, in either case substantially in accordance with the terms of the Transaction Agreementfulfilled. (j) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, through the Administrative Agent, reasonably request. The Administrative Agent will promptly notify the Lenders of the occurrence of the Closing Date.. TERM LOAN AGREEMENT

Conditions Precedent to Initial Borrowing. The ----------------------------------------- obligation of each Lender to make a Loan on the occasion of the initial Borrowing shall be subject to the conditions precedent that that, on a date (the "Effective Date") not later than August 8, 2001, the Administrative Agent has shall -------------- have received (on or prior to March 31, 2006) each of the following: (a) Each of the following documents, each (unless otherwise specified below) dated the Closing Date, and each which shall be in form and substance satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each Lender: (ai) The Revolving Loan Notes payable by the Company and any Designated Borrower to the order of the Lenders, respectively. (ii) Certified copies of (ix) the articles of incorporation charter and by-laws of the BorrowerCompany, (iiy) the resolutions of the Board of Directors of the Borrower Company authorizing and approving the execution, delivery and performance by it of the Loan Documents this Agreement and the transactions contemplated therebyNotes, and (iiiz) all documents evidencing other necessary corporate action and governmental, regulatory or third-party consents and governmental approvals, if any, with respect to this Agreement and the Loan DocumentsNotes. (biii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement and the Loan Documents Notes and any the other documents to be delivered hereunder by the Borrowerhereunder. (civ) A certificate for the Borrower from the Secretary of State of Maryland, dated a date reasonably close to the date hereof, as to the good standing of and organizational documents filed by the Borrower. (d) Favorable opinions favorable opinion of the BorrowerCompany's internal counselLaw Department, substantially in the form of Exhibit D-1D and covering such other matters relating hereto as any Lender, and of Shearman & Sterling LLPthrough the Administrative Agent, special New York counsel to the Borrower, substantially in the form of Exhibit D-2may reasonably request. (ev) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E. (fvi) A certificate of a Responsible Officer senior officer of the Borrower, dated Company to the Closing Date, certifying effect that (ix) the representations and warranties contained in Section 4.01 5.01 are true and correct in all material respects on and as of (other than any such date as though made on and as of such date representations or warranties which, by their terms, refer to a prior date) and (iiy) no event has occurred and is continuing on and as of such date which constitutes a Default or an Event of Default. (gb) Evidence Confirmation that (1) the Company has paid all accrued fees and expenses of the payment Administrative Agent and the fees of all the Letter of Credit Agent and the Lenders hereunder (including the fees and expenses of counsel to the Administrative Agent to the extent then payable), including without limitation all accrued but unpaid fees and expenses under the Existing Credit Agreement, to the extent the same have been invoiced expenses required to be paid on or the Company at least two (2) Business Days prior to the Closing Date Effective Date, and (2) the Company has paid in connection with this Agreement. (h) Evidence full the principal of and interest on the termination of Loans and the commitments under Notes as defined in, and all other amounts whatsoever payable under, the $100,000,000 Amended and Restated Existing Credit Agreement dated and has terminated the Commitments as of June 30, 2003 among the Borrower, the lenders party thereto and The Bank of New York, as administrative agent for such lenders and payment of all principal, interest and other amounts payable thereunderdefined therein. (i) A certified or conformed copy of the Transaction Agreement, together with evidence that the Acquisition has been consummated or is being consummated contemporaneously with the occurrence of the Closing Date, in either case substantially in accordance with the terms of the Transaction Agreement. (j) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, through the Administrative Agent, reasonably request. The Administrative Agent will promptly notify the Lenders of the occurrence of the Closing Date.

Conditions Precedent to Initial Borrowing. The ----------------------------------------- obligation of each Lender to make a Loan on the occasion of the initial Borrowing shall be subject to the conditions precedent that that, on a date (the "Effective Date") not later than February 16, 1999, the Administrative Agent has -------------- shall have received (on or prior to March 31, 2006) each of the following: (a) Each of the following documents, each (unless otherwise specified below) dated the Closing Date, and each which shall be in form and substance satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each Lender: (ai) The Revolving Loan Notes payable by the Company and any Designated Borrower to the order of the Lenders, respectively. (ii) Certified copies of (ix) the articles of incorporation charter and by-laws of the BorrowerCompany, (iiy) the resolutions of the Board of Directors of the Borrower Company authorizing and approving the execution, delivery and performance by it of the Loan Documents this Agreement and the transactions contemplated therebyNotes, and (iiiz) all documents evidencing other necessary corporate action and governmental, regulatory or third-party consents and governmental approvals, if any, with respect to this Agreement and the Loan DocumentsNotes. (biii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement and the Loan Documents Notes and any the other documents to be delivered hereunder by the Borrowerhereunder. (civ) A certificate for the Borrower from the Secretary of State of Maryland, dated a date reasonably close to the date hereof, as to the good standing of and organizational documents filed by the Borrower. (d) Favorable opinions favorable opinion of the BorrowerCompany's internal counselLaw Department, substantially in the form of Exhibit D-1D and covering such other matters relating hereto as any Lender, and of Shearman & Sterling LLPthrough the Administrative Agent, special New York counsel to the Borrower, substantially in the form of Exhibit D-2may reasonably request. (ev) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E. (fvi) A certificate of a Responsible Officer senior officer of the Borrower, dated Company to the Closing Date, certifying effect that (ix) the representations and warranties contained in Section 4.01 5.01 are true and correct in all material respects on and as of (other than any such date as though made on and as of such date representations or warranties which, by their terms, refer to a prior date) and (iiy) no event has occurred and is continuing on and as of such date which constitutes a Default or an Event of Default.. CREDIT AGREEMENT (gb) Evidence Confirmation that the Company has paid all accrued fees and expenses of the payment Administrative Agent and the fees of all the Syndication Agent, the Documentation Agent and the Lenders hereunder (including the fees and expenses of counsel to the Administrative Agent to the extent then payable), to the extent the same have been invoiced expenses required to be paid on or the Company at least two (2) Business Days prior to the Closing Date in connection with this Agreement. (h) Evidence of the termination of the commitments under the $100,000,000 Amended and Restated Credit Agreement dated as of June 30, 2003 among the Borrower, the lenders party thereto and The Bank of New York, as administrative agent for such lenders and payment of all principal, interest and other amounts payable thereunder. (i) A certified or conformed copy of the Transaction Agreement, together with evidence that the Acquisition has been consummated or is being consummated contemporaneously with the occurrence of the Closing Date, in either case substantially in accordance with the terms of the Transaction Agreement. (j) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, through the Administrative Agent, reasonably request. The Administrative Agent will promptly notify the Lenders of the occurrence of the Closing Effective Date.

Conditions Precedent to Initial Borrowing. The obligation of each Lender to make a Loan an Advance on the occasion of the initial Borrowing shall be is subject to the conditions condition precedent that the Administrative Agent has shall have received (on or prior to March 31, 2006) the following, each (unless otherwise specified below) dated the Closing Effective Date, and each in form and substance satisfactory to the Administrative Agent and (except for the items in clauses (a), (b) and (d)) in sufficient copies for each Lender: (a) Evidence that the Borrower shall have obtained a Mood▇'▇ Rating at or above Baa1 and a Standard & Poor's Rating at or above BBB+. (b) Certified copies of (ix) the articles of incorporation charter and by-laws of the Borrower, (iiy) the resolutions of the Board of Directors of the Borrower authorizing and approving the execution, delivery and performance by it of the Loan Documents this Agreement and the transactions contemplated therebyhereby, and (iiiz) all documents evidencing other necessary corporate action and governmental, regulatory or third-party consents and governmental approvals, if any, with respect to the Loan Documentsthis Agreement. (bc) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Loan Documents and any other documents to be delivered hereunder by the Borrowerhereunder. (cd) A certificate for the Borrower from the Secretary of State of Maryland, the State of Delaware dated a date reasonably close to the date hereof, hereof as to the good standing of and organizational charter documents filed by the Borrower. (d) Favorable opinions of the Borrower's internal counsel, substantially in the form of Exhibit D-1, and of Shearman & Sterling LLP, special New York counsel to the Borrower, substantially in the form of Exhibit D-2. (e) A favorable opinion of Milbank, Tweed, John ▇. ▇▇▇▇▇▇▇, ▇▇ce President and Chief Counsel, Corporate and Investment Affairs, of MONY Life, substantially in the form of Exhibit C hereto. (f) A favorable opinion of Milbank, Tweed, Hadl▇▇ & ▇cCl▇▇ ▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E.D hereto. (fg) A certificate of a Responsible Officer of the Borrower, dated the Closing Date, Borrower certifying that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, and (ii) the representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of such the date thereof as though if made on and as of such date and (ii) no event has occurred and is continuing on and as of such date which constitutes a Default or an Event of Default. (g) Evidence of the payment of all fees and invoiced expenses required to be paid on or prior to the Closing Date in connection with this Agreementdate. (h) Evidence of (x) the termination of the commitments commitment of each lender and (y) the payment by MONY Life of all amounts whatsoever payable to each of the lenders, in each case under the $100,000,000 Amended and Restated Existing Credit Agreement dated as of June 30, 2003 among the Borrower, the lenders party thereto and The Bank of New York, as administrative agent for such lenders and payment of all principal, interest and other amounts payable thereunder.Agreements. 364-Day Credit Agreement (i) A certified or conformed copy of the Transaction Agreement, together with evidence that the Acquisition has been consummated or is being consummated contemporaneously with the occurrence of the Closing Date, in either case substantially in accordance with the terms of the Transaction Agreement. (j) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, through the Administrative Agent, reasonably request. The Administrative Agent will promptly notify the Lenders of the occurrence of the Closing Date.

Conditions Precedent to Initial Borrowing. The obligation of each Lender to make a Loan on the occasion of the initial Borrowing and of an Issuing Bank to issue the initial Letter of Credit, whichever shall first occur, shall be subject to the conditions precedent that that, on a date (the “Effective Date”) not later than May 14, 2007, the Administrative Agent has shall have received (on or prior to March 31, 2006) the following: (a) Each of the following documents, each (unless otherwise specified below) which shall be dated the Closing Date, Effective Date and each in form and substance satisfactory to the Administrative Agent and in sufficient copies for each LenderAgent: (ai) The Revolving Loan Notes payable by the Company and any Designated Borrower to the order of each Lender. (ii) Certified copies of (ix) the articles of incorporation charter and by-laws of the BorrowerCompany, (iiy) the resolutions of the Board of Directors of the Borrower Company authorizing and approving this Agreement and the execution, delivery and performance by it of the Loan Documents Notes and the transactions contemplated therebyby the Loan Documents, and (iiiz) all documents evidencing other necessary corporate action and governmental, regulatory or third-party consents and governmental approvals, if any, with respect to the Loan Documents. (biii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement and the Loan Documents Notes and any the other documents to be delivered hereunder by the Borrowerhereunder. (civ) A certificate for the Borrower from the Secretary of State of Maryland, dated a date reasonably close to the date hereof, as to the good standing of and organizational documents filed by the Borrower. (d) Favorable opinions favorable opinion of the Borrower's internal counselCompany’s Law Department, substantially in the form of Exhibit D-1D and covering such other matters relating hereto as any Lender, and of Shearman & Sterling LLPthrough the Administrative Agent, special New York counsel to the Borrower, substantially in the form of Exhibit D-2may reasonably request. (ev) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E. (fvi) A certificate of a Responsible Officer senior officer of the Borrower, dated Company to the Closing Date, certifying effect that (ix) the representations and warranties contained in Section 4.01 5.01 are true and correct in all material respects on and as of (other than any such date as though made on and as of such date representations or warranties which, by their terms, refer to a prior date) and (iiy) no event has occurred and is continuing on and as of such date which constitutes a Default or an Event of Default. (gb) Evidence Confirmation that (1) the Company has paid all accrued fees and expenses of the payment of all Administrative Agent and the Lenders hereunder (including the fees and expenses of counsel to the Administrative Agent to the extent then payable), together with all accrued but unpaid fees and expenses under the Existing Credit Agreement, to the extent the same have been invoiced expenses required to be paid on or the Company at least two (2) Business Days prior to the Closing Date Effective Date, (2) the Company has paid in connection with this Agreement. (h) Evidence of full the termination of accrued and unpaid interest on the commitments under Loans and the $100,000,000 Amended Notes, in each case as defined in, and Restated all other amounts whatsoever payable under, the Existing Credit Agreement dated as and (3) all Existing Letters of June 30, 2003 among the Borrower, the lenders party thereto and The Bank Credit have become Letters of New York, as administrative agent for such lenders and payment of all principal, interest and other amounts payable thereunderCredit pursuant to Section 2.04(b). (i) A certified or conformed copy of the Transaction Agreement, together with evidence that the Acquisition has been consummated or is being consummated contemporaneously with the occurrence of the Closing Date, in either case substantially in accordance with the terms of the Transaction Agreement. (j) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, through the Administrative Agent, reasonably request. The Administrative Agent will promptly notify the Lenders of the occurrence of the Closing Date.

Conditions Precedent to Initial Borrowing. The obligation of each Lender to make a Loan on the occasion of the initial Borrowing shall be subject to the conditions precedent that the Administrative Agent has received (on or prior to March 31, 2006) the following, each (unless otherwise specified below) dated the Closing Date, and each in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Lender: (a) Certified copies of (i) the articles of incorporation and by-laws of the Borrower, (ii) the resolutions of the Board of Directors of the Borrower 12:53 p]] authorizing and approving the execution, delivery and performance by it of the Loan Documents and the transactions contemplated thereby, and (iii) all documents evidencing other necessary corporate action and governmental, regulatory or third-party consents and approvals, if any, with respect to the Loan Documents. (b) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign the Loan Documents and any other documents to be delivered hereunder by the Borrower. (c) A certificate for the Borrower from the Secretary of State of Maryland, dated a date reasonably close to the date hereof, as to the good standing of and organizational documents filed by the Borrower. (d) Favorable opinions of the Borrower's ’s internal counsel, substantially in the form of Exhibit D-1, and of Shearman & Sterling LLP, special New York counsel to the Borrower, substantially in the form of Exhibit D-2. (e) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E. (f) A certificate of a Responsible Officer of the Borrower, dated the Closing Date, certifying that (i) the representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of such date as though made on and as of such date and (ii) no event has occurred and is continuing on and as of such date which constitutes a Default or an Event of Default. (g) Evidence of the payment of all fees and invoiced expenses required to be paid on or prior to the Closing Date in connection with this Agreement. (h) Evidence of the termination of the commitments under the $100,000,000 Amended and Restated Credit Agreement dated as of June 30, 2003 among the Borrower, the lenders party thereto and The Bank of New York, as administrative agent for such lenders and payment of all principal, interest and other amounts payable thereunder. (i) A certified or conformed copy of the Transaction Agreement, together with evidence that the Acquisition has been consummated or is being consummated contemporaneously with the occurrence of the Closing Date, in either case substantially in accordance with the terms of the Transaction Agreement. (j) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, through the Administrative Agent, reasonably request. The Administrative Agent will promptly notify the Lenders of the occurrence of the Closing Date.

Conditions Precedent to Initial Borrowing. The obligation of each Lender to make a Loan on the occasion of the initial Borrowing shall be subject to the conditions precedent that the Administrative Agent has received (on or prior to March 31November 23, 20062005) the following, each (unless otherwise specified below) dated the Closing Date, and each in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Lender: (a) Certified copies of (i) the articles of incorporation and by-laws of the Borrower, (ii) the resolutions of the Board of Directors of the Borrower authorizing and approving the execution, delivery and performance by it of the Loan Documents and the 5-YEAR CREDIT AGREEMENT transactions contemplated thereby, and (iii) all documents evidencing other necessary corporate action and governmental, regulatory or third-party consents and approvals, if any, with respect to the Loan Documents. (b) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign the Loan Documents and any other documents to be delivered hereunder by the Borrower. (c) A certificate for the Borrower from the Secretary of State of Maryland, dated a date reasonably close to the date hereof, as to the good standing of and organizational documents filed by the Borrower. (d) Favorable opinions of the Borrower's internal counsel, substantially in the form of Exhibit D-1, and of Shearman & Sterling LLP, special New York counsel to the Borrower, substantially in the form of Exhibit D-2. (e) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E. (f) A certificate of a Responsible Officer of the Borrower, dated the Closing Date, certifying that (i) the representations and warranties contained in Section 4.01 4.01, excluding the Excluded Representations, are true and correct in all material respects on and as of such date as though made on and as of such date and (ii) no event has occurred and is continuing on and as of such date which constitutes a Default or an Event of Default. (g) Evidence of the payment of all invoiced fees and invoiced expenses required to be paid on or prior to the Closing Date in connection with this Agreement. (h) Evidence of the termination of the commitments under the $100,000,000 Amended and Restated Credit Agreement dated as of June 30, 2003 among the Borrower, the lenders party thereto and The Bank of New York, as administrative agent for such lenders and payment of all principal, interest and other amounts payable thereunder. (i) A certified or conformed copy of the Transaction Agreement, together with evidence that the Acquisition has been consummated or is being consummated contemporaneously with the occurrence of the Closing Date, in either case substantially in accordance with the terms of the Transaction Agreement. (j) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, through the Administrative Agent, reasonably request. The Administrative Agent will promptly notify the Lenders of the occurrence of the Closing Date.

Conditions Precedent to Initial Borrowing. The obligation of each Lender to make a Loan on the occasion of the initial Borrowing shall be subject to the conditions precedent that the Administrative Agent has received (on or prior to March 31, 2006) the following, each (unless otherwise specified below) dated the Closing Date, and each in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Lender: (a) Certified copies of (i) the articles of incorporation and by-laws of the Borrower, (ii) the resolutions of the Board of Directors of the Borrower authorizing and approving the execution, delivery and performance by it of the Loan Documents and the transactions contemplated thereby, and (iii) all documents evidencing other necessary corporate action and governmental, regulatory or third-party consents and approvals, if any, with respect to the Loan Documents. (b) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign the Loan Documents and any other documents to be delivered hereunder by the Borrower. (c) A certificate for the Borrower from the Secretary of State of Maryland, dated a date reasonably close to the date hereof, as to the good standing of and organizational documents filed by the Borrower. (d) Favorable opinions of the Borrower's ’s internal counsel, substantially in the form of Exhibit D-1, and of Shearman & Sterling LLP, special New York counsel to the Borrower, substantially in the form of Exhibit D-2. (e) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E. (f) A certificate of a Responsible Officer of the Borrower, dated the Closing Date, certifying that (i) the representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of such date as though made on and as of such date and (ii) no event has occurred and is continuing on and as of such date which constitutes a Default or an Event of Default. (g) Evidence of the payment of all fees and invoiced expenses required to be paid on or prior to the Closing Date in connection with this Agreement. (h) Evidence of the termination of the commitments under the $100,000,000 Amended and Restated Credit Agreement dated as of June 30, 2003 among the Borrower, the lenders party thereto and The Bank of New York, as administrative agent for such lenders and payment of all principal, interest and other amounts payable thereunder. (i) A certified or conformed copy of the Transaction Agreement, together with evidence that the Acquisition has been consummated or is being consummated contemporaneously with the occurrence of the Closing Date, in either case substantially in accordance with the terms of the Transaction Agreement. (j) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, through the Administrative Agent, reasonably request. The Administrative Agent will promptly notify the Lenders of the occurrence of the Closing Date.

Conditions Precedent to Initial Borrowing. The obligation of each Lender to make a Loan an Advance on the occasion of the initial Borrowing shall be is subject to the conditions condition precedent that the Administrative Agent has shall have received (on or prior to March 31, 2006) the following, each (unless otherwise specified below) dated the Closing Effective Date, and each in form and substance satisfactory to the Administrative Agent and (except for the items in clauses (a), (b), (c) and (d)) in sufficient copies for each Lender: (a) Certified copies of (ix) the articles of incorporation charter and by-laws of the Borrower, (iiy) the resolutions of the Board of Directors of the Borrower authorizing and approving the execution, delivery and performance by it of the Loan Documents this Agreement and the transactions contemplated therebyhereby, and (iiiz) all documents evidencing other necessary corporate action and governmental, regulatory or third-party consents and governmental approvals, if any, with respect to the Loan Documentsthis Agreement. (b) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Loan Documents and any other documents to be delivered hereunder by the Borrowerhereunder. (c) A certificate for the Borrower from the Secretary of State of Maryland, the State of Delaware dated a date reasonably close to the date hereof, hereof as to the good standing of and organizational charter documents filed by the Borrower. (d) Favorable opinions A favorable opinion of the Borrower's internal counsel▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, substantially in the form of Exhibit D-1Esq., and of Shearman & Sterling LLP, special New York in-house counsel to the Borrower, substantially in the form of Exhibit D-2.C hereto. Table of Contents (e) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E.D hereto. (f) A certificate of a Responsible Officer of the Borrower, dated the Closing Date, Borrower certifying that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, and (ii) the representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of such the date thereof as though if made on and as of such date and (ii) no event has occurred and is continuing on and as of such date which constitutes a Default or an Event of Defaultdate. (g) Evidence of (x) the termination of the commitment of each lender and (y) the payment by the Borrower of all fees and invoiced expenses required amounts whatsoever payable to be paid on or prior to each of the Closing Date lenders, in connection with this each case under the Existing Credit Agreement. (h) Evidence of the termination of the commitments under the $100,000,000 Amended and Restated Credit Agreement dated as of June 30, 2003 among the Borrower, the lenders party thereto and The Bank of New York, as administrative agent for such lenders and payment of all principal, interest and other amounts payable thereunder. (i) A certified or conformed copy of the Transaction Agreement, together with evidence that the Acquisition has been consummated or is being consummated contemporaneously with the occurrence of the Closing Date, in either case substantially in accordance with the terms of the Transaction Agreement. (j) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, through the Administrative Agent, reasonably request. The Administrative Agent will promptly notify the Lenders of the occurrence of the Closing Date.