Common use of Conditions Precedent to the Effectiveness Clause in Contracts

Conditions Precedent to the Effectiveness. OF SECTION 3 OF THIS -------------------------------------------------------------- AMENDMENT. --------- The effectiveness of the provisions of Section 3 of this Amendment is --------- subject to the fulfillment, to the satisfaction of Foothill and its counsel, of each of the following conditions: a. Foothill shall have received a consent fee of $100,000, which fee is earned in full by Foothill, due and payable by Borrower to Foothill on the KKR Closing Date, and non-refundable when paid; b. Foothill shall have received evidence, satisfactory to Foothill, of the consummation of the HGI Acquisition; c. Foothill shall have received each of the following documents, in form and substance satisfactory to Foothill and its counsel, duly executed, and each such document shall be in full force and effect: (1) this Amendment; (2) the Reaffirmation and Consent (as hereinafter defined); (3) the Joinder Agreement (as hereinafter defined) executed by HGI; (4) a copy of the Senior Secured Discount Note Agreement, certified by the Secretary of FRI-MRD as being true, correct, and complete; (5) a guaranty (in the form of Exhibit C attached hereto) --------- executed by HGI; (6) Amendment Number One to General Continuing Guaranty and Security Agreement (in the form of Exhibit D attached --------- hereto); (7) Amendment Number One to Security Agreement (in the form of Exhibit E attached hereto); and --------- (8) Amendment Number One to Stock Pledge Agreement (in the form of Exhibit F attached hereto). --------- d. Foothill shall have received evidence satisfactory to it that, contemporaneously with the HGI Closing Date, FRI-MRD shall receive the proceeds pursuant to each issuance of the Senior Secured Discount Notes. e. Foothill shall have received a certificate of status with respect to HGI, dated within 20 days of the HGI Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of HGI, which certificate shall indicate that HGI is in good standing in such jurisdiction; f. Foothill shall have received a certificate from the Secretary of HGI attesting to the resolutions of HGI's Board of Directors authorizing its execution, delivery, and performance of its guaranty and authorizing specific officers of HGI to execute the same, and authorizing its performance of the Agreement as modified by this Amendment. g. Foothill shall have received certificates of status with respect to HGI, dated within 20 days of the HGI Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions in which HGI's failure to be duly qualified or licensed would result in a Material Adverse Change, which certificates shall indicate that HGI is in good standing in such jurisdictions; h. Foothill shall have received, in form and substance satisfactory to Foothill, an opinion of Borrower's and Guarantors' counsel with respect to the authorization, execution and delivery of the HGI Acquisition Agreements by FRI or FRI-MRD, as applicable, and such other related matters as Foothill may reasonably request; i. Foothill shall have received such amended and restated, or new Schedules to the Agreement as are necessary to reflect the addition of HGI as a Subsidiary of FRI-MRD and as a Guarantor under the Agreement, and such Schedules are reasonably satisfactory to Foothill; j. No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated by Section 3 hereof herein shall have been issued and remain in force by any governmental authority against Borrower, FRI-MRD, HGI, any Guarantor, Foothill, or any of their Affiliates; k. Foothill shall have received evidence, satisfactory to Foothill, that all of the KKR Senior Notes have been, or will be upon the consummation of the HGI Acquisition, redeemed. l. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Foothill and its counsel.

Conditions Precedent to the Effectiveness. OF SECTION 3 4 OF THIS -------------------------------------------------------------- AMENDMENT. --------- The effectiveness of the provisions of Section 3 4 of this Amendment is --------- subject to the fulfillment, to the satisfaction of Foothill and its counsel, of each of the following conditions: a. Foothill shall have received a consent fee of $100,000, which fee is earned in full by Foothill, due and payable by Borrower to Foothill on the KKR Closing Date, and non-refundable when paid; b. Foothill shall have received evidence, reasonably satisfactory to Foothill, of the consummation of the HGI AcquisitionKKR Merger; b. Foothill shall have received executed but unfiled financing statements and fixture filings relative to the assets of KKR; c. Foothill shall have received each of the following documents, in form and substance satisfactory to Foothill and its counsel, duly executed, and each such document shall be in full force and effect: (1) this Amendment; (2) the Reaffirmation and Consent (as hereinafter defined); (3) the Joinder Agreement (as hereinafter defined) executed by HGIKKR; (4) a copy of the Senior Secured Discount Note Agreement, certified by the Secretary of FRI-MRD as being true, correct, and complete; (5) a guaranty (in the form of Exhibit C G attached hereto) --------- executed by HGIKKR; (5) a certificate from an appropriate officer of KKR regarding the depositaries at which KKR maintains deposit accounts and account numbers of each of such deposit accounts, together with notification letters to such depositaries pursuant to Section 9302(g) of the Code; (6) Amendment Number One to General Continuing Guaranty and the Guarantor Security Agreement (in the form of Exhibit D attached --------- hereto); (7) Amendment Number One to Security Agreement (in the form of Exhibit E H attached hereto)) executed by KKR; and --------- (8) 7) Amendment Number One to Stock Pledge Agreement (in the form of Exhibit F attached hereto). --------- d. Foothill shall have received evidence satisfactory a certificate from the Secretary of KKR attesting to it thatthe resolutions of KKR's Board of Directors authorizing its execution, contemporaneously with delivery, and performance of its guaranty, the HGI Closing DateGuarantor Security Agreement, FRI-MRD shall receive and authorizing specific officers of such Obligor to execute the proceeds pursuant to each issuance same, and authorizing its performance of the Senior Secured Discount Notes.Agreement as amended by this Amendment; e. Foothill shall have received a certificate of status with respect to HGIKKR, dated within 20 days of the HGI KKR Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of HGIKKR, which certificate shall indicate that HGI KKR is in good standing in such jurisdiction; f. Foothill shall have received a certificate from the Secretary of HGI attesting to the resolutions of HGI's Board of Directors authorizing its execution, delivery, and performance of its guaranty and authorizing specific officers of HGI to execute the same, and authorizing its performance of the Agreement as modified by this Amendment. g. Foothill shall have received certificates of status with respect to HGIKKR, dated within 20 days of the HGI KKR Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions in which HGIKKR's failure to be duly qualified or licensed would result in a Material Adverse Change, which certificates shall indicate that HGI KKR is in good standing in such jurisdictions; h. g. Foothill shall have received, in form and substance satisfactory to Foothill, an opinion of Borrower's and Guarantors' counsel with respect to the authorization, execution and delivery effectiveness of the HGI Acquisition Agreements by FRI or FRI-MRDKKR Merger as of the KKR Closing Date, as applicable, the security interests and liens of Foothill with respect to the assets of KKR and such other related matters as Foothill may reasonably request; h. Foothill shall have received, in form and substance satisfactory to Foothill, evidence that the certificates of merger with respect to the KKR Merger have been filed with the Secretary of State of the State of Delaware and the KKR Merger is valid and effective in accordance with the terms and provisions of the KKR Merger Agreements and the applicable corporation statute of the State of Delaware. i. With respect to KKR, Foothill shall have received a certificate of insurance, together with the endorsements thereto, as is required by Section 6.8 of the Agreement, the form and substance of which shall be ----------- reasonably satisfactory to Foothill and its counsel; j. Foothill shall have received such amended and restated, or new Schedules to the Agreement as are necessary to reflect the addition of HGI KKR as a Subsidiary of FRI-MRD and as a Guarantor under the Agreement, and such Schedules are reasonably satisfactory to Foothill; j. k. No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated by Section 3 hereof herein KKR Merger shall have been issued and remain in force by any governmental authority against Borrower, FRI-MRD, HGI, any Guarantor, Foothill, or any of their Affiliates; k. Foothill shall have received evidence, satisfactory to Foothill, that all of the KKR Senior Notes have been, or will be upon the consummation of the HGI Acquisition, redeemed. l. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Foothill and its counsel.

Conditions Precedent to the Effectiveness. OF SECTION 3 OF THIS -------------------------------------------------------------- AMENDMENT. --------- The effectiveness of the provisions of Section 3 of this Amendment is --------- subject to Agreement (a) This Agreement shall become effective on the fulfillment, to the satisfaction of Foothill and its counsel, of date when each of the following conditions:conditions precedent shall have been satisfied or waived (the “Effective Date”): a. Foothill (i) The Existing Administrative Agent shall have received a consent fee of $100,000, which fee is earned in full by Foothill, due and payable by from the Borrower an Incremental Loan Request with respect to Foothill on the KKR Closing Date, and non-refundable when paid; b. Foothill shall have received evidence, satisfactory Incremental Term Loans pursuant to Foothill, Section 2.16 of the consummation of the HGI Acquisition; c. Foothill Existing Credit Agreement; (ii)The Successor Administrative Agent shall have received each of the following documentsfollowing, in form and substance satisfactory to Foothill and its counsel, duly executed, and each such document shall be in full force and effect:dated the Effective Date: EXHIBIT 10.3 (1) (1) this AmendmentAgreement, duly executed by the Borrower, GS Bank, in its capacity as the Existing Administrative Agent, Swing Line Lender and L/C Issuer, JPMCB in its capacity as the Successor Administrative Agent and L/C Issuer and the Incremental Term Lenders; (2) the Reaffirmation and Consent (as hereinafter defined); (3) the Joinder Agreement (as hereinafter defined) a successor agent agreement, duly executed by HGI; (4) a copy of the Senior Secured Discount Note AgreementBorrower, certified by the Secretary of FRI-MRD as being true, correct, and complete; (5) a guaranty (in the form of Exhibit C attached hereto) --------- executed by HGI; (6) Amendment Number One to General Continuing Guaranty and Security Agreement (in the form of Exhibit D attached --------- hereto); (7) Amendment Number One to Security Agreement (in the form of Exhibit E attached hereto); and --------- (8) Amendment Number One to Stock Pledge Agreement (in the form of Exhibit F attached hereto). --------- d. Foothill shall have received evidence satisfactory to it that, contemporaneously with the HGI Closing Date, FRI-MRD shall receive the proceeds pursuant to each issuance of the Senior Secured Discount Notes. e. Foothill shall have received a certificate of status with respect to HGI, dated within 20 days of the HGI Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of HGI, which certificate shall indicate that HGI is in good standing in such jurisdiction; f. Foothill shall have received a certificate from the Secretary of HGI attesting to the resolutions of HGI's Board of Directors authorizing its execution, delivery, and performance of its guaranty and authorizing specific officers of HGI to execute the same, and authorizing its performance of the Agreement as modified by this Amendment. g. Foothill shall have received certificates of status with respect to HGI, dated within 20 days of the HGI Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions in which HGI's failure to be duly qualified or licensed would result in a Material Adverse Change, which certificates shall indicate that HGI is in good standing in such jurisdictions; h. Foothill shall have receivedGS Bank, in form its capacity as the Existing Administrative Agent, Swing Line Lender and substance satisfactory to FoothillL/C Issuer and JPMCB in its capacity as the Successor Administrative Agent and L/C Issuer, an opinion of Borrower's and Guarantors' counsel with respect to the authorization, execution and delivery of the HGI Acquisition Agreements by FRI or FRI-MRD, as applicable, and such other related matters as Foothill may reasonably request; i. Foothill shall have received such amended and restated, or new Schedules to the Agreement as are necessary to reflect the addition of HGI as a Subsidiary of FRI-MRD and as a Guarantor under the Agreement, and such Schedules are reasonably satisfactory to Foothill; j. No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated by Section 3 hereof herein shall have been issued and remain in force by any governmental authority against Borrower, FRI-MRD, HGI, any Guarantor, Foothill, or any of their Affiliates; k. Foothill shall have received evidence, satisfactory to Foothill, that all of the KKR Senior Notes have been, or will be upon the consummation of the HGI Acquisition, redeemed. l. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Foothill each party thereto; (3)a written opinion of Ropes & ▇▇▇▇ LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent; (4)certificates of good standings from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Successor Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date; (5)the Reaffirmation Agreement, duly executed by each Loan Party in the form attached hereto as Exhibit B; (6)a certificate attesting to the Solvency of the Borrower and its counsel.Restricted Subsidiaries (taken as a whole) on the Effective Date after giving effect to the transactions contemplated by this Agreement, including the making of the Incremental Term Loans and the application of the proceeds therefrom, from the chief financial officer of the Borrower; and (7)a certificate of a Responsible Officer of the Borrower certifying as to the matters specified in Section 5 (Representations and Warranties) and clauses (a)(iii) and (a)(iv) below; (iii) no Default or Event of Default shall exist or would exist after giving effect to this Agreement, including from the making of the Incremental Term Loans and the application of the proceeds therefrom; (iv) the representations and warranties of each Loan Party set forth in Article V of the Existing Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (v) the Borrower shall have paid: (i) all amounts referred to in Section 6 (Fees and Expenses) of this Agreement that have been invoiced to the Borrower at least three (3) Business Days prior to the Effective Date (or as otherwise reasonably agreed by the Borrower), and (ii) to each Incremental Term Lender, the closing fee set forth in Section 2.10(d) of the Amended and Restated Credit Agreement; and (vi) the Borrower shall have provided to the Successor Administrative Agent at least two (2) days prior to the Effective Date (or such shorter period as the Successor Administrative Agent may agree in its sole discretion), all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been requested by the Successor Administrative Agent at least five (5) Business Days prior to the Effective Date. EXHIBIT 10.3

Conditions Precedent to the Effectiveness. OF SECTION 3 OF THIS -------------------------------------------------------------- AMENDMENTof this Agreement. --------- The ------------------------------------------------------------ effectiveness of the provisions of Section 3 of this Amendment Agreement is --------- subject to the fulfillment, to the satisfaction of Foothill and its counsel, of each of the following conditionsconditions on or before the Closing Date: a. (a) the Closing Date shall occur on or before July 21, 2000; (b) Foothill shall have received a consent fee confirmation of $100,000the filing of its financing statements, which fee is earned in full by Foothill, due and payable by Borrower to Foothill on the KKR Closing Datefixture filings, and non-refundable when paidany amendments thereto; b. Foothill shall have received evidence, satisfactory to Foothill, of the consummation of the HGI Acquisition; c. (c) Foothill shall have received each of the following documents, in form and substance satisfactory to Foothill and its counsel, duly executed, and each such document shall be in full force and effect: (1i) this Amendmentthe Trademark Security Agreement; (2ii) the Reaffirmation and Consent (as hereinafter defined)Guaranty; (3iii) the Joinder Agreement (as hereinafter defined) executed by HGIGuarantor Security Agreement; (4iv) a copy of the Senior Secured Discount Note Stock Pledge Agreement, certified by the Secretary of FRI-MRD as being true, correct, and complete; (5v) a guaranty (in the form of Exhibit C attached hereto) --------- executed by HGISubordination Agreement; (6vi) Amendment Number One [intentionally omitted] (vii) such Mortgages and amendments to General Continuing Guaranty and Security Agreement (in Mortgages, the form of Exhibit D attached --------- hereto)Anaheim Mortgage, or the Headquarters Mortgage as Foothill shall require; (7viii) Amendment Number One to Security Agreement (in the form of Exhibit E attached hereto); and ---------[intentionally omitted]; (8) Amendment Number One ix) notification letters to Stock Pledge Agreement each depository identified on Schedule 5.18 (in to the form of Exhibit F attached hereto). --------- d. extent such notification letters have not ------------- been delivered by Borrower to Foothill shall have received evidence satisfactory prior to it that, contemporaneously with the HGI Closing Date, FRI-MRD shall receive the proceeds ) pursuant to each issuance Section 9302(g) of the Senior Secured Discount Notes. e. Foothill shall have received a certificate of status with respect to HGI, dated within 20 days of the HGI Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of HGI, which certificate shall indicate that HGI is in good standing in such jurisdictionCode; f. (d) Foothill shall have received a certificate from the Secretary of HGI Borrower attesting to the resolutions of HGI's its Board of Directors authorizing its execution, delivery, and performance of its guaranty this Agreement and the other Loan Documents to which it is a party and authorizing specific officers of HGI it to execute the same; (e) Foothill shall have received, with respect to each of Prandium, FRI-MRD, FRI-Admin, Borrower, HGI, and authorizing KKR, (i) copies of its performance of respective Governing Documents, as amended, modified, or supplemented to the Agreement Closing Date, certified by its Secretary, or (ii) a certificate from its Secretary certifying that its Governing Documents, as modified by this Amendment.delivered to Lender prior to the date hereof, remain in full force and effect and have not been revoked, rescinded, altered, amended or changed; g. (f) Foothill shall have received certificates of status with respect to HGIBorrower, Prandium, FRI-MRD, FRI-Admin, KKR, dated within 20 10 days of the HGI Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions in which HGI's failure to be duly qualified or licensed would result in a Material Adverse Changejurisdiction of organization of such Obligor, which certificates certificate shall indicate that HGI such Obligor is in good standing in such jurisdictionsjurisdiction; h. (g) [intentionally omitted]; (h) Foothill shall have receivedreceived a certificate of insurance, in together with the endorsements thereto, as are required by Section ------- 6.8, the form and substance of which shall be reasonably satisfactory to Foothill, --- Foothill and its counsel; (i) Foothill shall have received an opinion of Borrower's and Guarantors' counsel with respect in form and substance satisfactory to the authorization, execution Foothill and delivery of the HGI Acquisition Agreements by FRI or FRI-MRD, as applicable, and such other related matters as Foothill may reasonably requestits counsel; i. (j) Foothill shall have received such amended and restatedmortgagee title insurance policies (or marked commitments to issue the same) for the Real Property Collateral, or new Schedules to the Agreement as are necessary to reflect the addition of HGI as a Subsidiary of FRI-MRD and as a Guarantor under the AgreementAnaheim Property, and the Headquarters Property issued by Chicago Title Company (each a "Mortgage Policy" and, collectively, the "Mortgage Policies") in amounts reasonably satisfactory to Foothill assuring Foothill that the Mortgages (or the Anaheim Mortgage or the Headquarters Mortgage, as applicable) on such Schedules Real Property Collateral (or the Anaheim Property or the Headquarters Property, as applicable) are valid and enforceable first priority mortgage Liens on such Real Property Collateral (or the Anaheim Property or the Headquarters Property, as applicable) free and clear of all defects and encumbrances except Permitted Liens, and the Mortgage Policies otherwise shall be in form and substance reasonably satisfactory to Foothill; j. No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated by Section 3 hereof herein shall have been issued and remain in force by any governmental authority against Borrower, FRI-MRD, HGI, any Guarantor, Foothill, or any of their Affiliates; k. (k) Foothill shall have (i) received evidencean officer's certificate to the effect that all tax returns required to be filed by Prandium and its Subsidiaries have been timely filed and all taxes upon Prandium and its Subsidiaries or their properties, assets, income, and franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest, and (ii) entered into a tax servicing agreement with a third Person satisfactory to Foothill, that all the form and substance of such agreement being reasonably satisfactory to Foothill; (l) no Material Adverse Change shall have occurred; (m) copies of the KKR Senior Notes El Torito Sale Documents, certified as being, true, correct, and complete by the Secretary of FRI-MRD shall have beenbeen delivered to Foothill; (n) The El Torito Sale shall have been consummated in accordance with the El Torito Sale Documents; (o) All fee simple and leasehold interests in Real Property that were conveyed by El Torito to FRI-MRD as a condition to the El Torito Sale shall have been conveyed by FRI-MRD to FRI-Admin; (p) Foothill shall have completed its business, or will legal, and Collateral due diligence, in each case, the results of which shall be upon the consummation of the HGI Acquisition, redeemed.satisfactory to Foothill; and l. All (q) all other documents and legal matters in connection with the transactions contemplated by this Amendment Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Foothill and its counsel.

Conditions Precedent to the Effectiveness. OF SECTION 3 OF THIS -------------------------------------------------------------- AMENDMENTof this Agreement. --------- ----------------------------------------------------------- The effectiveness of this Agreement and the provisions of Section 3 of this Amendment is --------- Lender's and the Secondary Lender's obligations hereunder shall be subject to the fulfillment, to conditions precedent that the satisfaction of Foothill and its counsel, of each of the following conditions: a. Foothill Agent shall have received a consent fee of $100,000on or before the initial Borrowing Date the following, which fee is earned in full by Foothilleach such agreement, due document, instrument, certificate and payable by Borrower to Foothill on the KKR Closing Date, and non-refundable when paid; b. Foothill shall have received evidence, satisfactory to Foothill, of the consummation of the HGI Acquisition; c. Foothill shall have received each of the following documents, opinion (unless otherwise indicated) in form and substance reasonably satisfactory to Foothill the Agent in sufficient copies for the Lender and its counselthe Secondary Lenders: (a) each of the Program Documents duly executed and delivered by the parties thereto; (b) the Offering Materials of each Subject Entity, as in effect on the Closing Date; (c) the signed opinions of counsel to each Subject Entity, Eaton Vance and BMR addressed to the Agent, the Lender and eac▇ ▇▇▇▇▇▇▇▇y Lender as to such matters as the Agent, the Lender and such Secondary Lender shall have reasonably requested; (d) an Advance Note duly executedexecuted and completed by the Borrower to CRC and Citibank, and each such document which shall be in full force and effect: (1) this Amendment; (2e) the Reaffirmation all Governmental Authorizations, Private Authorizations and Consent (as hereinafter defined); (3) the Joinder Agreement (as hereinafter defined) executed by HGI; (4) a copy of the Senior Secured Discount Note AgreementGovernmental Filings, certified by the Secretary of FRI-MRD as being true, correct, and complete; (5) a guaranty (in the form of Exhibit C attached hereto) --------- executed by HGI; (6) Amendment Number One to General Continuing Guaranty and Security Agreement (in the form of Exhibit D attached --------- hereto); (7) Amendment Number One to Security Agreement (in the form of Exhibit E attached hereto); and --------- (8) Amendment Number One to Stock Pledge Agreement (in the form of Exhibit F attached hereto). --------- d. Foothill shall have received evidence satisfactory to it that, contemporaneously with the HGI Closing Date, FRI-MRD shall receive the proceeds pursuant to each issuance of the Senior Secured Discount Notes. e. Foothill shall have received a certificate of status with respect to HGI, dated within 20 days of the HGI Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of HGIif any, which certificate shall indicate that HGI is in good standing in such jurisdiction; f. Foothill shall have received a certificate from the Secretary of HGI attesting to the resolutions of HGI's Board of Directors authorizing its execution, delivery, and performance of its guaranty and authorizing specific officers of HGI to execute the same, and authorizing its performance of the Agreement as modified by this Amendment. g. Foothill shall have received certificates of status with respect to HGI, dated within 20 days of the HGI Closing Date, such certificates to may be issued by the appropriate officer of the jurisdictions in which HGI's failure to be duly qualified or licensed would result in a Material Adverse Change, which certificates shall indicate that HGI is in good standing in such jurisdictions; h. Foothill shall have received, in form and substance satisfactory to Foothill, an opinion of Borrower's and Guarantors' counsel with respect to the authorization, execution and delivery of the HGI Acquisition Agreements by FRI or FRI-MRD, as applicable, and such other related matters as Foothill may reasonably request; i. Foothill shall have received such amended and restated, or new Schedules to the Agreement as are necessary to reflect the addition of HGI as a Subsidiary of FRI-MRD and as a Guarantor under the Agreement, and such Schedules are reasonably satisfactory to Foothill; j. No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated by Section 3 hereof herein shall have been issued and remain in force by any governmental authority against Borrower, FRI-MRD, HGI, any Guarantor, Foothill, or any of their Affiliates; k. Foothill shall have received evidence, satisfactory to Foothill, that all of the KKR Senior Notes have been, or will be upon the consummation of the HGI Acquisition, redeemed. l. All other documents and legal matters required in connection with the transactions contemplated by the Program Documents, including without limitation (i) all consents required under Section 4.7 of the Company Management Agreement, and (ii) a Form FR G-3 in accordance with Regulation U; (f) a certificate of a Secretary or Assistant Secretary of the Borrower, Eaton Vance and BMR certifying (i) as to its organizational docu▇▇▇▇▇, (▇▇) as to the resolutions of its Board of Directors or Board of Trustees, as applicable, approving this Amendment Agreement and the other Program Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Program Documents are true and correct, and (iv) the incumbency and specimen signature of each of its officers authorized to execute the Program Documents; (g) duly executed copies of proper financing statements naming the Borrower as debtor and the Agent as secured party, under the UCC in all jurisdictions that the Agent may deem necessary or desirable in order to perfect the interests in the Assigned Collateral contemplated by this Agreement; (h) proper termination financing statements, if any, necessary to release all security interests and other rights of any Person in the Borrower Assets previously granted by the Borrower; (i) completed requests for information, dated on or before the date of such initial transfer and all other effective financing statements filed in the jurisdictions referred to in subsection (h) above that name the Borrower as debtor, together with copies of such other financing statements (none of which shall cover any of the Borrower Assets); (j) a pro-forma Investor Report, which shall evidence compliance with the terms of the Program Documents after giving effect to the initial borrowing of Advances under this Agreement; (k) the fees to be received by the Agent on or prior to the Closing Date under the Fee Letter; and (l) such other instruments, certificates and documents as the Agent shall have been delivered or executed or recorded and shall be reasonably requested, all in form and substance reasonably satisfactory to Foothill and its counselthe Agent.

Conditions Precedent to the Effectiveness. OF SECTION 3 OF THIS -------------------------------------------------------------- AMENDMENTof this Agreement. --------- ----------------------------------------------------------- The effectiveness of this Agreement and the provisions of Section 3 of this Amendment is --------- Lender's and the Secondary Lender's obligations hereunder shall be subject to the fulfillment, to conditions precedent that the satisfaction of Foothill and its counsel, of each of the following conditions: a. Foothill Agent shall have received a consent fee of $100,000on or before the initial Borrowing Date the following, which fee is earned in full by Foothilleach such agreement, due document, instrument, certificate and payable by Borrower to Foothill on the KKR Closing Date, and non-refundable when paid; b. Foothill shall have received evidence, satisfactory to Foothill, of the consummation of the HGI Acquisition; c. Foothill shall have received each of the following documents, opinion (unless otherwise indicated) in form and substance reasonably satisfactory to Foothill the Agent in sufficient copies for the Lender and its counselthe Secondary Lenders: (a) each of the Program Documents duly executed and delivered by the parties thereto; (b) the Offering Materials of each Subject Entity, as in effect on the Closing Date; (c) the signed opinions of counsel to each Subject Entity, Eaton Vance and BMR addressed to the Agent, the Lender and ea▇▇ ▇▇▇▇▇▇▇ry Lender as to such matters as the Agent, the Lender and such Secondary Lender shall have reasonably requested; (d) an Advance Note duly executedexecuted and completed by the Borrower to CAFCO and Citibank, and each such document which shall be in full force and effect: (1) this Amendment; (2e) the Reaffirmation all Governmental Authorizations, Private Authorizations and Consent (as hereinafter defined); (3) the Joinder Agreement (as hereinafter defined) executed by HGI; (4) a copy of the Senior Secured Discount Note AgreementGovernmental Filings, certified by the Secretary of FRI-MRD as being true, correct, and complete; (5) a guaranty (in the form of Exhibit C attached hereto) --------- executed by HGI; (6) Amendment Number One to General Continuing Guaranty and Security Agreement (in the form of Exhibit D attached --------- hereto); (7) Amendment Number One to Security Agreement (in the form of Exhibit E attached hereto); and --------- (8) Amendment Number One to Stock Pledge Agreement (in the form of Exhibit F attached hereto). --------- d. Foothill shall have received evidence satisfactory to it that, contemporaneously with the HGI Closing Date, FRI-MRD shall receive the proceeds pursuant to each issuance of the Senior Secured Discount Notes. e. Foothill shall have received a certificate of status with respect to HGI, dated within 20 days of the HGI Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of HGIif any, which certificate shall indicate that HGI is in good standing in such jurisdiction; f. Foothill shall have received a certificate from the Secretary of HGI attesting to the resolutions of HGI's Board of Directors authorizing its execution, delivery, and performance of its guaranty and authorizing specific officers of HGI to execute the same, and authorizing its performance of the Agreement as modified by this Amendment. g. Foothill shall have received certificates of status with respect to HGI, dated within 20 days of the HGI Closing Date, such certificates to may be issued by the appropriate officer of the jurisdictions in which HGI's failure to be duly qualified or licensed would result in a Material Adverse Change, which certificates shall indicate that HGI is in good standing in such jurisdictions; h. Foothill shall have received, in form and substance satisfactory to Foothill, an opinion of Borrower's and Guarantors' counsel with respect to the authorization, execution and delivery of the HGI Acquisition Agreements by FRI or FRI-MRD, as applicable, and such other related matters as Foothill may reasonably request; i. Foothill shall have received such amended and restated, or new Schedules to the Agreement as are necessary to reflect the addition of HGI as a Subsidiary of FRI-MRD and as a Guarantor under the Agreement, and such Schedules are reasonably satisfactory to Foothill; j. No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated by Section 3 hereof herein shall have been issued and remain in force by any governmental authority against Borrower, FRI-MRD, HGI, any Guarantor, Foothill, or any of their Affiliates; k. Foothill shall have received evidence, satisfactory to Foothill, that all of the KKR Senior Notes have been, or will be upon the consummation of the HGI Acquisition, redeemed. l. All other documents and legal matters required in connection with the transactions contemplated by the Program Documents, including without limitation (i) all consents required under Section 4.7 of the Company Management Agreement, and (ii) a Form FR G-3 in accordance with Regulation U; (f) a certificate of a Secretary or Assistant Secretary of the Borrower, Eaton Vance and BMR certifying (i) as to its organizational doc▇▇▇▇▇▇, (▇i) as to the resolutions of its Board of Directors or Board of Trustees, as applicable, approving this Amendment Agreement and the other Program Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Program Documents are true and correct, and (iv) the incumbency and specimen signature of each of its officers authorized to execute the Program Documents; (g) duly executed copies of proper financing statements naming the Borrower as debtor and the Agent as secured party, under the UCC in all jurisdictions that the Agent may deem necessary or desirable in order to perfect the interests in the Assigned Collateral contemplated by this Agreement; (h) proper termination financing statements, if any, necessary to release all security interests and other rights of any Person in the Borrower Assets previously granted by the Borrower; (i) completed requests for information, dated on or before the date of such initial transfer and all other effective financing statements filed in the jurisdictions referred to in subsection (h) above that name the Borrower as debtor, together with copies of such other financing statements (none of which shall cover any of the Borrower Assets); (j) a pro-forma Investor Report, which shall evidence compliance with the terms of the Program Documents after giving effect to the initial borrowing of Advances under this Agreement; (k) the fees to be received by the Agent on or prior to the Closing Date under the Fee Letter; and (l) such other instruments, certificates and documents as the Agent shall have been delivered or executed or recorded and shall be reasonably requested, all in form and substance reasonably satisfactory to Foothill and its counselthe Agent.