Common use of Other Reorganizations Clause in Contracts

Other Reorganizations. (a) Each of Excelsior Funds, Inc. and Excelsior Funds Trust hereby severally represents and warrants to the Banks and the Agents that on March 31, 2008 each Series of such Entity listed on Schedule B attached hereto intends to reorganize its assets into a newly established series (each, a “New Series”) of the Columbia Funds Series Trust I as indicated on such schedule, with such New Series being the survivor of such reorganization (each, a “Reorganization”). The Columbia Funds Series Trust I, on behalf of each New Series, shall be referred to herein as a “New Borrower”. In connection with the foregoing, the Borrowers hereby request that each New Borrower become a Borrower under the Credit Agreement and the other Loan Documents for all purposes. (b) Each of the Banks and the Agents, by its signature below, hereby agrees to the foregoing request, provided that no New Borrower shall become a Borrower under the Credit Agreement and each of the other Loan Documents unless and until each of the following conditions are satisfied with respect to such New Borrower: (i) if requested by any Bank, receipt by the Operations Agent for the account of such Bank of a Note in the amount equal to such Bank’s Commitment Amount, or, if less, the aggregate unpaid principal amount of such Bank’s Loans, executed on behalf of such New Borrower; (ii) the Operations Agent shall have received a Form F.R. U-1 in favor of each Bank executed on behalf of such New Borrower; (iii) the Operations Agent shall have received an Allocation Notice with respect to each of the Borrowers (including the New Borrower) that has been manually signed by an authorized officer of each of the Entities; (iv) the Operations Agent shall have received a supplement to Schedule 4.11(c) to the Credit Agreement with respect to such New Borrower and such supplement shall be reasonably satisfactory to the Operations Agent; (v) the Operations Agent shall have received a manually signed certificate from the Secretary or Assistant Secretary of Columbia Funds Series Trust I in form and substance satisfactory to the Operations Agent as to the incumbency of, and bearing manual specimen signatures of, the officers of such Entity who are authorized to execute and take actions under the Loan Documents, as to the Custodian and Investment Adviser of such New Borrower, and certifying and attaching copies of (i) the declaration of trust of such Entity (with the designation of such New Series) and by-laws as then in effect, (ii) duly authorized resolutions of the Board of Trustees of such Entity authorizing for such New Borrower the transactions contemplated hereby, and (iii) the current Prospectus for such New Series (or certifying the links to the Securities and Exchange Commission’s website where each such Prospectus may be located); (vi) the Operations Agent shall have received a certificate manually signed by an authorized officer of Columbia Funds Series Trust I (A) representing that the Reorganization with respect to such New Borrower has been consummated and that such New Borrower is the survivor of such Reorganization, (B) to the effect set forth in clauses (b) (if applicable), (c) and (d) of Section 3.02 of the Credit Agreement with respect to such New Borrower, and (C) representing that there has been no material adverse change in the business, assets, financial condition or prospects of such New Borrower since the date of the most recent financial statements of the applicable New Borrower, such Certificate to be in form and substance reasonably satisfactory to the Operations Agent; (vii) the Operations Agent shall have received a certificate of Columbia Funds Series Trust I (i) representing, warranting and agreeing that such New Borrower shall comply with and be bound by all of the terms, conditions and covenants of the Credit Agreement and each of the other Loan Documents, and (ii) acknowledging that, with respect to such New Borrower, the term “Effective Date” as used in Section 4.07 of the Credit Agreement shall mean the date on which each of the conditions precedent set forth in this clause (b) are satisfied with respect to such New Borrower; (viii) the Operations Agent shall have received an Asset Coverage Ratio Certificate manually signed by an authorized officer of Columbia Funds Series Trust I, on behalf of such New Borrower; (ix) the Operations Agent shall have received a copy of the agreement and declaration of trust of Columbia Funds Series Trust I, with all amendments, certified as of a recent date by the Secretary of State of the Commonwealth of Massachusetts; (x) the Operations Agent shall have received certificates dated as of a recent date that are satisfactory to the Operations Agent and reflect that Columbia Funds Series Trust I is legally existing, in good standing and qualified to engage in business in Massachusetts and in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification; (xi) the Operations Agent shall have received an opinion of Ropes & Xxxx LLP, counsel to such New Borrower, which is reasonably satisfactory to the Operations Agent in all respects; (xii) the Operations Agent shall have received an updated Schedule 2 to the Credit Agreement that shows the addition of such New Series as a Series under the Credit Agreement and each of the other Loan Documents and the removal of the Series of Excelsior Funds, Inc. or Excelsior Funds Trust, as applicable, that was involved in the Reorganization with such New Series; and (xiii) the Operations Agent shall have received from the Borrower that was involved in the Reorganization with such New Borrower a manually signed certificate of the authorized officers of such Borrower and such New Borrower to the effect that such New Borrower has assumed all Obligations of such Borrower. (c) The Credit Agreement shall be amended from and after the date on which each of the conditions precedent set forth in this clause (b) are satisfied with respect to a New Borrower by (i) deleting Schedule 2 to the Credit Agreement in its entirety, and substituting therefor the Schedule 2 delivered pursuant to clause (b)(xii) and (ii) supplementing Schedule 4.11(c) to the Credit Agreement with the supplement to Schedule 4.11(c) delivered pursuant to clause (b)(iv).