THE AMENDMENT FEE DESCRIBED IN SECTION 4 HEREOF; (B) EACH OF
THE CONDITIONS PRECEDENT SET FORTH IN SECTION 4.2 OF THE CREDIT AGREEMENT SHALL
BE SATISFIED; (C) BORROWER, AGENT AND LENDERS HAVE EXECUTED THIS AMENDMENT; AND
(D) BORROWER HAS DELIVERED TO AGENT (I)
A GOOD STANDING CERTIFICATE WITH
RESPECT TO EACH LOAN PARTY FROM THE APPROPRIATE GOVERNMENTAL AUTHORITY OF ITS
STATE OF INCORPORATION AND OF EACH OTHER STATE WHERE SUCH LOAN PARTY IS REQUIRED
TO QUALIFY; (II) A CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF
EACH LOAN PARTY AS TO RESOLUTIONS OF ITS BOARD OF DIRECTORS AUTHORIZING ITS
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AMENDMENT AND THE OTHER LOAN
DOCUMENTS TO BE EXECUTED IN CONNECTION HEREWITH, EACH IN FORM AND SUBSTANCE
SATISFACTORY TO AGENT AND LENDERS;
(III) A MORTGAGE OR DEED OF TRUST IN FAVOR
OF AGENT, FOR THE RATABLE BENEFIT OF ITSELF AND LENDERS, IN FORM AND SUBSTANCE
SATISFACTORY TO AGENT AND LENDERS, GRANTING TO AGENT, FOR ITS BENEFIT AND THE
RATABLE BENEFIT OF LENDERS, A LIENS ON THE PROPERTY OWNED BY BORROWER AND
LOCATED AT 3411 NORTH PERRIS BOULEVARD, PERRIS, CALIFORNIA
92571 AND 100 WEST
SINCLAIR AVENUE, PERRIS, CALIFORNIA 92571 ("CALIFORNIA MORTGAGE"); (IV) A
COMMITMENT FROM A TITLE INSURER SATISFACTORY TO AGENT AND LENDERS TO ISSUE A
POLICY OF MORTGAGEE'S TITLE INSURANCE,
IN AN AMOUNT SATISFACTORY TO AGENT AND
LENDERS, WITH NO EXCEPTIONS FOR THE ABSENCE OF A SURVEY OF SUCH PROPERTY AND
OTHERWISE ON TERMS AND CONDITIONS SATISFACTORY TO AGENT AND LENDERS, INSURING
THE LIEN OF THE CALIFORNIA MORTGAGE; (V) EVIDENCE SATISFACTORY TO AGENT AND
LENDERS
THAT THE PROPERTY TO BE ENCUMBERED BY THE CALIFORNIA MORTGAGE DOES NOT
LIE IN A FLOOD HAZARD ZONE; (VI) EVIDENCE OF INSURANCE WITH RESPECT TO SUCH
PROPERTY IN COMPLIANCE WITH THE REQUIREMENTS OF SECTION 6.1.5 OF THE CREDIT
AGREEMENT AND THE CALIFORNIA MORTGAGE, (VII) OPINION LETTERS DATED THE AMENDMENT
DATE FROM LEGAL COUNSEL TO BORROWER, ADDRESSED TO AGENT AND LENDER, IN FORM AND
SUBSTANCE SATISFACTORY TO AGENT AND LENDERS AND (VIII) SUCH OTHER DOCUMENTS,
INSTRUMENTS AND AGREEMENTS AS AGENT MAY REASONABLY REQUEST.
MISCELLANEOUS.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, BUT SUBJECT TO
THE SATISFACTION OF THE CONDITIONS PRECEDENT SET FORTH IN SECTION 5 HEREOF,
ALL
MODIFICATIONS TO THE CREDIT AGREEMENT SET FORTH HEREIN SHALL TAKE EFFECT ON THE
AMENDMENT DATE.
EACH EXISTING LOAN DOCUMENT (INCLUDING, PARTICULARLY, ANY NOTE)
SHALL BE DEEMED MODIFIED HEREBY AS NECESSARY TO CONFORM ITS TERMS TO THE TERMS
OF THE CREDIT AGREEMENT, AS MODIFIED HEREBY.
THIS AGREEMENT CONSTITUTES A LOAN
DOCUMENT, AND SHALL BE GOVERNED AND CONSTRUED ACCORDINGLY.
THIS AGREEMENT
CONSTITUTES THE ENTIRE AGREEMENT AMONG AGENT, LENDERS AND BORROWER RELATIVE TO
THE SUBJECT MATTER HEREOF, AND SUPERSEDES AND REPLACES ANY PRIOR UNDERSTANDINGS
AND AGREEMENTS, WRITTEN OR ORAL, IN REGARD THERETO.
THIS AGREEMENT SHALL BE
BINDING ON, AND INURE TO THE BENEFIT OF, THE SUCCESSORS AND ASSIGNS OF BORROWER,
AGENT AND LENDERS.
BORROWER SHALL REIMBURSE AGENT FOR ALL COSTS WHICH AGENT
INCURS, INCLUDING REASONABLE ATTORNEYS FEES, IN THE PREPARATION, NEGOTIATION,
EXECUTION AND PERFORMANCE OF THIS AGREEMENT,