Common use of Initial Advances Clause in Contracts

Initial Advances. The obligation of each Lender to make the ---------------- initial Advance to be made by it, and the obligation of the Issuing Lender to issue the initial Letter of Credit, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower; (2) Line A Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Line A Commitment; (3) Line B Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Line B Commitment; (4) the Subsidiary Guaranty executed by each Subsidiary Guarantor; (5) with respect to Borrower and the Subsidiary Guarantors, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrower and the Subsidiary Guarantors, their qualification to engage in business in each material jurisdiction in which they are engaged in business or required to be so qualified, their authority to execute, deliver and perform the Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on their behalf, including certified copies of articles of incorporation and --------- amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like; (6) the Opinion of Counsel; (7) a Certificate of the chief financial officer of Borrower certifying that the representation contained in Section 4.17 is, to ---- the best of his or her knowledge, true and correct; (8) a Certificate of the chief financial officer of Borrower certifying that the conditions specified in Sections 8.1(f) and 8.1(g) ----- ------ have, to the best of his or her knowledge, been satisfied; and (9) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Requisite Lenders reasonably may require. (b) The arrangement fee payable pursuant to Section 3.2 shall --- have been paid. (c) Any agency fees payable on the Closing Date pursuant to Section 3.4 shall have been paid. --- (d) All Indebtedness outstanding under the Prior Credit Agreement shall have been (or shall concurrently be) paid and the same shall have been (or shall concurrently be) terminated. (e) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall ---- have been paid. (f) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects. --------- (g) Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing. (h) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Administrative Agent. (i) The Closing Date shall have occurred on or before February 5, 1998.

Initial Advances. The obligation of each Closing Date Lender to make the ---------------- initial Advance to be made by it, and the obligation of the Issuing Lender to issue the initial Letter of CreditCredit (as applicable), is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances or the issuance of the initial Letter of Credit (as applicable) (unless all of the Closing Date Lenders, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Closing Date Lenders and Borrower; (2) Line A Revolving Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Line A Revolving Commitment; (3) Line B Term Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Line B Term Commitment; (4) the Subsidiary Guaranty executed by each Subsidiary Guarantorthe Guarantors; (5) the Pledge Agreement executed by the Pledgors; (6) the Pledged Collateral, together with executed undated stock powers (or the equivalent) relating thereto and any and all Intercompany Notes, endorsed in blank; (7) the Security Agreement executed by Borrower and its Subsidiaries; (8) the Swing Line Documents executed by Borrower; (9) such financing statements on Form UCC-1 executed by Borrower and its Subsidiaries with respect to the Collateral Documents as the Administrative Agent may request; (10) a landlord waiver/consent, or other appropriate waiver/consent with respect to the properties located at 2830 Barrett Avenue, Perris, CA, 195 East Mor▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, CA and 12030 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, CA, in form ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ satisfactory to the Administrative Agent; (11) with respect to Borrower and the Subsidiary GuarantorsSubsidiaries, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrower and the Subsidiary Guarantorseach such Person, their qualification to engage in business in each material jurisdiction in which they are engaged in business or required to be so qualified, their authority to execute, deliver and perform the Loan Documents to which it is a PartyParty (if any), the identity, authority and capacity of each Responsible Official thereof authorized to act on their its behalf, including certified copies of articles of incorporation and --------- amendments thereto, articles of organization and amendments thereto, operating agreements and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutionsresolutions or limited liability company resolutions or other applicable authorization document, incumbency certificates, Certificates of Responsible Officials, and the like; (612) the Opinion Opinions of Counsel; (713) a Certificate of the president or chief financial officer of Borrower, certifying that attached thereto is a true and correct copy of the Projections, a pro forma Closing Date consolidated balance sheet of Borrower and its Subsidiaries and a calculation of the Tangible Net Worth of Borrower and its Subsidiaries as of the Closing Date and further certifying that the representation contained in Section 4.17 is, to ---- the best of his or her knowledge, true and correct; (8) 14) evidence of the insurance policies required by Section 5.4, together with such endorsements as are necessary to show the Administrative Agent as sole loss payee and an additional insured, as applicable, thereunder; (15) one or more Requests for Borrowing or Requests for Letters of Credit (and, in connection therewith, applicable Letter of Credit Agreements); (16) a Certificate of the chief financial officer signed by a Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(f8.1(g) and 8.1(g8.1(h) ----- ------ have, to the best of his or her knowledge, have been satisfied; and (917) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Requisite Lenders and/or any Closing Date Lender reasonably may require. (b) The arrangement fee payable pursuant to Section 3.2 shall --- have been paid. (c) Any agency fees payable on the Closing Date pursuant to Section 3.4 3.3 shall have been paid. ---. (c) The Administrative Agent shall be reasonably satisfied that, upon the filing of the financing statements described in Section 8.1(a)(10) and the Patent Security Agreement and the Trademark Security Agreement with the appropriate Governmental Agencies, the Administrative Agent (on behalf of the Lenders) will hold a first priority perfected Lien in the Collateral described respectively therein subject only to Permitted Encumbrances and other encumbrances permitted pursuant to Section 6.9. (d) All Indebtedness outstanding under the Prior Credit Agreement The Administrative Agent shall have been (or shall concurrently be) paid completed and received all audits, inspections and examinations as deemed necessary in the Administrative Agent's reasonable opinion with respect to the Collateral, the books and records of Borrower and its Subsidiaries, the financial and business condition and operations of Borrower and its Subsidiaries and the same shall have been (or shall concurrently be) terminatedtransactions contemplated hereby. (e) The corporate structure of Borrower and the Subsidiaries shall be reasonably satisfactory to the Closing Date Lenders. (f) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall ---- have been paid. (fg) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects. ---------. (gh) Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial AdvanceAdvances or initial Letter of Credit (as applicable), no Default or Event of Default shall have occurred and be continuing. (hi) Borrower shall have delivered to the Administrative Agent, evidence, in form and substance satisfactory to the Lenders, that the BofA Credit Facilities have been or will be concurrently terminated and that all Liens securing any part of the BofA Credit Facilities have been or will be concurrently reconveyed, released and/or terminated, as the case may be. (j) All legal matters relating to the Loan Documents shall be reasonably satisfactory to Sheppard, Mullin, ▇▇▇▇▇▇▇ Richter & ▇▇▇▇▇▇▇ Hampton LLP, special counsel to the Administrative AgentLender. (ik) The Closing Date shall have occurred on or before February 5December 31, 19982001.

Initial Advances. The obligation of each Closing Date Lender to make the ---------------- initial Advance to be made by it, and the obligation of the Issuing Lender to issue the initial Letter of CreditCredit (as applicable), is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances or the issuance of the initial Letter of Credit (unless as applicable)(unless all of the Closing Date Lenders, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Closing Date Lenders and Borrower; (2) Line A Revolving Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender’s Revolving Commitment; (3) Term Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Line A Commitment; (3) Line B Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Line B Term Commitment; (4) the Subsidiary Guaranty executed by each Subsidiary Guarantorthe Guarantors; (5) the Pledge Agreement executed by the Pledgors; (6) the Pledged Collateral, together with executed undated stock powers (or the equivalent) relating thereto and any and all Intercompany Notes, endorsed in blank; (7) the Security Agreement executed by Borrower and its Subsidiaries; (8) such financing statements on Form UCC-1 executed by Borrower and its Subsidiaries with respect to the Collateral Documents as the Administrative Agent may request; (9) with respect to Borrower and the Subsidiary GuarantorsSubsidiaries, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrower and the Subsidiary Guarantorseach such Person, their qualification to engage in business in each material jurisdiction in which they are engaged in business or required to be so qualified, their authority to execute, deliver and perform the Loan Documents to which it is a PartyParty (if any), the identity, authority and capacity of each Responsible Official thereof authorized to act on their its behalf, including certified copies of articles of incorporation and --------- amendments thereto, articles of organization and amendments thereto, operating agreements and amendments thereto, bylaws and amendments theretothereto (or updates to such organizational documents, as agreed to by the Administrative Agent), certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutionsresolutions or limited liability company resolutions or other applicable authorization documents, incumbency certificates, Certificates of Responsible Officials, and the like; (610) the Opinion Opinions of Counsel; (711) one or more Requests for Borrowing or Requests for Letters of Credit (and, in connection therewith, applicable Letter of Credit Agreements); (12) a Certificate of the chief financial officer of Borrower certifying that the representation contained in Section 4.17 is, to ---- the best of his or her knowledge, true and correct; (8) signed by a Certificate of the chief financial officer Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(f8.1(g) and 8.1(g8.1(h) ----- ------ have, to the best of his or her knowledge, have been satisfied; and (913) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Requisite Lenders and/or any Closing Date Lender reasonably may require. (b) The arrangement fee payable pursuant to Section 3.2 shall --- have been paid. (c) Any agency fees payable on the Closing Date pursuant to Section 3.4 3.3 shall have been paid. ---. (c) The Administrative Agent shall be reasonably satisfied that, upon the filing of the financing statements described in Section 8.1(a)(8) with the appropriate Governmental Agencies, the Administrative Agent (on behalf of the Lenders) will hold a first priority perfected Lien in the Collateral described respectively therein subject only to Permitted Encumbrances and other encumbrances permitted pursuant to Section 6.9. (d) All Indebtedness outstanding under the Prior Credit Agreement The Administrative Agent shall have been (or shall concurrently be) paid completed and received all audits, inspections and examinations as deemed necessary in the Administrative Agent’s reasonable opinion with respect to the Collateral, the books and records of Borrower and its Subsidiaries, the financial and business condition and operations of Borrower and its Subsidiaries and the same shall have been (or shall concurrently be) terminatedtransactions contemplated hereby. (e) The corporate structure of Borrower and its Subsidiaries shall be reasonably satisfactory to the Closing Date Lenders. (f) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall ---- have been paid. (fg) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects. ---------. (gh) Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial AdvanceAdvances or initial Letter of Credit (as applicable), no Default or Event of Default shall have occurred and be continuing. (hi) Borrower shall have funded into the Designated Deposit Account funds in an amount which, when added to the amount of Revolving Advances and Term Advances to be made on the Closing Date, is sufficient to repay in full the outstanding Indebtedness under the BofA Credit Facilities and any other amounts set forth in the Borrower’s disbursement instructions delivered to Administrative Agent on the Closing Date and approved by Administrative Agent. (j) All legal matters relating to the Loan Documents shall be reasonably satisfactory to Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Administrative Agent. (i) The Closing Date shall have occurred on or before February 5, 1998.

Initial Advances. The obligation of each Lender to make the ---------------- initial Advance to be made by it, and the obligation of the Issuing Lender to issue the initial Letter of Credit, it is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Managing Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Managing Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Managing Agent otherwise agrees or directs): (1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Managing Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower; (2) Line A Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Line A Commitment; (3) Line B Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Line B Commitment; (4) the Subsidiary Guaranty executed by each Subsidiary Guarantorof Borrower (if any are in existence on the Closing Date); (4) the Security Agreement executed by Borrower and each Subsidiary of Borrower (if any are in existence on the Closing Date); (5) the Collateral Assignment executed by Borrower; (6) such financing statements on Form UCC-1 executed by Borrower and each Subsidiary of Borrower (if any are in existence on the Closing Date) with respect to the Security Agreement and Collateral Assignment as the Managing Agent may request; (7) the Pledge Agreement executed by Parent together with the Pledged Collateral accompanied by appropriate stock powers endorsed in blank; (8) such financing statements on Form UCC-1 executed by Parent with respect to the Pledge Agreement as the Managing Agent may request; (9) the Completion Guaranty executed by Parent; (10) a copy of the Supplemental Loan Agreement executed by Parent and Borrower in a form acceptable to the Lenders, together with a Certificate of a Senior Officer of Borrower that the representations of Parent therein are true and correct and that all conditions precedent in Section 3.01 thereof to the obligations of Parent thereunder have been satisfied; (11) the Deed of Trust executed by Borrower; (12) with respect to Parent, Borrower and each Subsidiary of Borrower (if any are in existence on the Subsidiary GuarantorsClosing Date), such documentation as the Administrative Managing Agent may reasonably require to establish the due organization, valid existence and good standing of Parent, Borrower and the Subsidiary Guarantorseach such Subsidiary, their its qualification to engage in business in each material jurisdiction in which they are it is engaged in business or required to be so qualified, their its authority to execute, deliver and perform the any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on their its behalf, including INCLUDING (if applicable) certified copies of articles of incorporation or organization and --------- amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like; (613) the Opinion Opinions of Counsel; (714) a Certificate preliminary written appraisal by a qualified independent appraiser acceptable to the Managing Agent of the chief financial officer Project Property that reflects an aggregate fair market value thereof (INCLUDING the value of Borrower certifying that the representation contained in Section 4.17 is, to ---- the best Leased Equipment) on an as-built stabilized basis of his or her knowledge, true and correctnot less than $170,000,000; (8) a Certificate 15) assurances from the Title Company that it is prepared to issue its "LP-10" ALTA construction lenders title policy (or such other lenders title policy determined by the Managing Agent to be the equivalent thereof) insuring the Lien of the chief financial officer Deed of Borrower certifying Trust in an amount not less than the fair market value of the Project Property as determined by the foregoing appraisal (PROVIDED, however, that the conditions specified in Sections 8.1(f) and 8.1(g) ----- ------ havetitle insurance amount shall not exceed the Commitment), subject only to such exceptions as are reasonably acceptable to the best of his or her knowledgeManaging Agent, been satisfied; and (9) with such other assurances, certificates, documents, consents or opinions title policy endorsements as the Administrative Managing Agent or may reasonably require and with such assurances as the Requisite Lenders Managing Agent may reasonably may require. (b) The arrangement fee payable pursuant require from title re-insurers acceptable to Section 3.2 shall --- have been paid. (c) Any agency fees payable on the Closing Date pursuant to Section 3.4 shall have been paid. --- (d) All Indebtedness outstanding under Managing Agent, TOGETHER WITH the Prior Credit Agreement shall have been (or shall concurrently be) paid and the same shall have been (or shall concurrently be) terminated. (e) The reasonable costs and expenses written commitment of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant Title Company to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall ---- have been paid. (f) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects. --------- (g) Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing. (h) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Administrative Agent. (i) The Closing Date shall have occurred issue on or before February 5, 1998.the Completion Date its replacement ALTA title policy in the same form with such title policy endorsements as the Managing Agent may reasonably require; (16) the Landlord Consent and Agreement executed by the lessors under the Realty Lease;

Initial Advances. The effectiveness of this Agreement as an amendment and restatement of the Original Loan Agreement, and the effectiveness of the other Loan Documents as amendments and restatements of the other Pre-Existing Loan Documents, and the obligation of each Lender to make the ---------------- initial Advance to be made by itit and, and the obligation of the Issuing Lender if applicable, to issue the initial Letter of Creditmake or accept an Adjusting Purchase Payment, is are subject to the following conditions precedent, each of which shall must be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise):: (a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower; (2) Line A Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Line A Commitment; (3) Line B Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Line B Commitment[Intentionally Omitted]; (4) [Intentionally Omitted]; (5) [Intentionally Omitted]; (6) the Subsidiary Guaranty executed by each the Subsidiary GuarantorGuarantors; (57) with respect to Borrower and the Subsidiary Guarantors, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrower and the Subsidiary Guarantors, their qualification to engage in business in each material jurisdiction in which they are engaged in business or required to be so qualified, their authority to execute, deliver and perform the Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on their its behalf, including certified copies of articles of incorporation and --------- amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like; (6) 8) the Opinion of Counsel; (79) a Certificate of the chief financial officer of Borrower certifying that the representation contained in Section 4.17 is, to ---- the best of his or her knowledge, true and correct[Intentionally Omitted]; (8) 10) [Intentionally Omitted]; (11) [Intentionally Omitted]; (12) a Certificate of the chief financial officer of Borrower certifying that the conditions specified in Sections 8.1(f) and 8.1(g) ----- ------ have, to the best of his or her knowledge, have been satisfied; and (913) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Requisite Lenders reasonably may require. (b) The arrangement fee payable pursuant to Section 3.2 shall --- have been paid. (c) Any agency fees payable on the Closing Date pursuant to Section 3.4 3.2 shall have been paid. ---, and any accrued interest and fees under the Pre-Existing Loan Documents shall have been paid as specified in Section 3.19. (c) There shall not have occurred any event or condition that, in the good faith judgment of the Administrative Agent and the Lead Arranger, constitutes a material disruption of, or material adverse change in the conditions in, the financial, banking or capital markets in connection with the syndication of the Facility. (d) All Indebtedness outstanding under the Prior Credit Agreement shall have been (or shall concurrently be) paid and the same shall have been (or shall concurrently be) terminated[Intentionally Omitted]. (e) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall ---- have been paid. (f) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects. ---------. (g) Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing. (h) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, ▇▇▇▇Rich▇▇▇ & ▇▇▇▇▇▇▇ ampton LLP, special counsel to the Administrative Agent. (i) The Closing Date shall have occurred on or before February 5July 25, 19982000. (j) The Borrower shall not have exercised its election under Section 3.1(d)(vi) of the Original Loan Agreement to covert the "Loans" (as defined thereunder) to a term loan.

Initial Advances. The obligation of each Lender to make the ---------------- initial Advance to be made by it, and the obligation of the Issuing Lender to issue the initial Letter of Credit, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower; (2) Line A Revolving Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Line A Revolving Commitment; (3) Line B Term Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Line B Term Commitment; (4) the Subsidiary Guaranty executed by each the Subsidiary GuarantorGuarantors; (5) with respect to Borrower and the Subsidiary Guarantors, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrower and the Subsidiary Guarantors, their qualification to engage in business in each material jurisdiction in which they are engaged in business or required to be so qualified, their authority to execute, deliver and perform the Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on their behalf, including certified copies of articles of incorporation and --------- amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the likePledge Agreement executed by Borrower; (6) the Opinion of CounselPledged Collateral, together with executed undated stock powers relating thereto; (7) a Certificate of the chief financial officer of Security Agreement executed by Borrower certifying that the representation contained in Section 4.17 is, to ---- the best of his or her knowledge, true and correct; (8) a Certificate of the chief financial officer of Borrower certifying that the conditions specified in Sections 8.1(f) and 8.1(g) ----- ------ have, to the best of his or her knowledge, been satisfied; and (9) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Requisite Lenders reasonably may require. (b) The arrangement fee payable pursuant to Section 3.2 shall --- have been paid. (c) Any agency fees payable on the Closing Date pursuant to Section 3.4 shall have been paid. --- (d) All Indebtedness outstanding under the Prior Credit Agreement shall have been (or shall concurrently be) paid and the same shall have been (or shall concurrently be) terminated. (e) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall ---- have been paid. (f) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects. --------- (g) Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing. (h) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Administrative Agent. (i) The Closing Date shall have occurred on or before February 5, 1998.Subsidiary Guarantors;

Initial Advances. The obligation of each Closing Date Lender to make the ---------------- initial Advance to be made by itit on the Closing Date, and the obligation of the Issuing Lender to issue the initial Letter of Credit, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances Advance and the issuance of the initial Letter of Credit (unless all of the LendersAdministrative Agent, in their its sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Closing Date Lenders and BorrowerBorrowers; (2) Line A Revolving Notes executed by Borrower Borrowers in favor of each Closing Date Lender, each in a principal amount equal to that Lender's ’s Pro Rata Share of the Line A Revolving Commitment; (3) Line B Notes the Security Agreements executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Line B CommitmentBorrower; (4) the Subsidiary Parent Guaranty executed by each Subsidiary GuarantorParent; (5) the Pledged Collateral, together with executed undated stock powers (or the equivalent) relating thereto, endorsed in bank; (6) such financing statements on Form UCC 1 with respect to Borrower the Parent Guaranty and the Subsidiary GuarantorsSecurity Agreements as the Administrative Agent may request; (7) the Real Estate Documents executed by each party thereto; (8) with respect to each Credit Party, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrower and the Subsidiary Guarantorssuch Credit Party, their its qualification to engage in business in each material jurisdiction in which they are it is engaged in business or required to be so qualified, their authority to execute, deliver and perform the Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on their its behalf, including certified copies of articles or certificates of incorporation and --------- amendments thereto, articles or certificates of organization and amendments thereto, bylaws and amendments thereto, operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutionsor limited liability company resolutions or other applicable authorization documents, incumbency certificates, Certificates of Responsible Officials, and the like; (69) the Opinion of Counsel; (710) a Certificate of the chief financial officer or controller of Borrower Representative certifying that attached thereto is a true and correct copy of the Projections and further certifying that the representation contained in Section 4.17 is, to ---- the best of his or her knowledge, true and correct; (8) 11) evidence of the insurance policies required by Section 5.4, together with such endorsements as are necessary to show the Administrative Agent as sole loss payee and the Administrative Agent as an additional insureds, as applicable, thereunder; (12) a Certificate of the chief financial officer or controller of Borrower Representative certifying that the conditions specified in Sections Section 8.1(f) and 8.1(g) ----- ------ have, to the best of his or her knowledge, have been satisfied; (13) one or more Requests for Loans or Requests for Letters of Credit, as applicable; and (914) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Requisite Lenders reasonably may require. (b) The arrangement fee payable pursuant to Section 3.2 shall --- have been paid. (c) Any agency fees payable on the Closing Date pursuant to Section 3.4 3.2 shall have been paid. ---. (c) The Administrative Agent shall have received such lien search reports with respect to all jurisdictions that the Administrative Agent may deem necessary or desirable for purposes of, or in connection with, perfecting, establishing on a first priority basis, and protecting, the Administrative Agent’s (on behalf of the Lenders) Liens in the Collateral created under the Collateral Documents, including completed requests for information, dated on or before the Closing Date, listing all effective financing statements filed in such jurisdictions that name the Credit Parties, as relevant, as debtor, together with copies of such financing statements. (d) The Administrative Agent shall be reasonably satisfied that, upon the filing of the financing statements described in Section 8.1(a)(7), the recordation of the UCC-1s and/or Security Agreements and the Real Estate Documents (as applicable) with the appropriate Governmental Agencies, delivery of applicable control agreements and delivery of possession to the Administrative Agent of the Pledged Collateral and any other Collateral the possession of which is required for perfection of a security interest therein, the Administrative Agent (on behalf of the Lenders) will hold a first priority perfected Lien in the Collateral described respectively therein subject only to Permitted Encumbrances and other encumbrances permitted pursuant to Section 6.9. (e) The Administrative Agent shall have completed and received all audits, inspections and examinations as deemed necessary in the Administrative Agent’s reasonable opinion with respect to (i) the Collateral, (ii) the books and records of the Credit Parties and their Subsidiaries and (iii) the financial and business condition and operations of the Credit Parties and their Subsidiaries and the transactions contemplated hereby. (f) There shall not be pending or, to the knowledge of any Senior Officer of any Credit Party, threatened any litigation which is reasonably expected to have a Material Adverse Effect on any Credit Party or any of the transactions contemplated hereunder or under any of the other Loan Documents. (g) All Indebtedness outstanding under the Prior Existing Credit Agreement shall have been (or shall concurrently be) paid and the same shall have been (or shall concurrently be) terminated. (eh) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.312.3, and invoiced to Borrower Representative prior to the Closing DateDate (if applicable), shall ---- have been paid. (fi) The representations and warranties of Borrower the Credit Parties contained in Article 4 shall be true and correct in all material respects. ---------. (gj) Borrower Representative (or such other Credit Party, as applicable) shall have established the Designated Deposit Account at Union Bank of California, N.A. or one of its Affiliates. (k) Borrowers and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing. (hl) No material adverse change shall have occurred in the business, property, operations or condition (financial or otherwise) of Borrower since December 31, 2005. (m) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, DLA ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇ US, LLP, special counsel to the Administrative Agent. (in) The Closing Date shall have occurred on or before February 5March 31, 19982006.

Initial Advances. The obligation of each Lender to make the ---------------- initial Advance to be made by it, and the obligation of the Issuing Lender to issue the initial Letter of Credit, it is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower; (2) Line A Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Line A Commitment; (3) Line B Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Line B Commitment; (4) the Subsidiary Guaranty executed by each Subsidiary Guarantor; (4) the Security Agreement executed by Borrower and each Subsidiary Guarantor; (5) such financing statements on Form UCC-1 executed by Borrower and each Subsidiary Guarantor with respect to the Security Agreement as the Administrative Agent may request; (6) the Pledge Agreement executed by Borrower, together with the Pledged Collateral accompanied by appropriate stock powers and promissory note endorsements endorsed in blank; (7) with respect to Borrower and the Subsidiary Guarantors, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrower and the Subsidiary Guarantors, their qualification to engage in business in each material jurisdiction in which they are engaged in business or required to be so qualified, their authority to execute, deliver and perform the Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on their behalf, including certified copies of articles --------- of incorporation and --------- amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like; (6) 8) the Opinion of Counsel; (79) a Certificate of the chief financial officer of Borrower certifying that the representation contained in Section 4.17 is, to the ---- the best of his or her knowledge, true and correct; (8) 10) a Certificate of the chief financial officer of Borrower certifying that the conditions specified in Sections 8.1(f8.1(g) and 8.1(g8.1(h) have ----- ------ have, to the best of his or her knowledge, been satisfied; and (911) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Requisite Lenders reasonably may require. (b) The arrangement fee payable pursuant to Section 3.2 shall have --- have been paid. (c) Any agency fees payable on the Closing Date pursuant to Section 3.4 shall have been paid. --- (d) All Indebtedness outstanding under the Prior Credit Agreement shall have been (or shall concurrently be) paid and the same shall have been (or shall concurrently be) terminated. (e) The reasonable costs and expenses Administrative Agent shall be reasonably satisfied that, upon the filing of the Administrative Agent financing statements described in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall ---- have been paid. (f8.1(a)(5) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects. --------- (g) Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing. (h) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Administrative Agent. (i) The Closing Date shall have occurred on or before February 5, 1998.