YUCAIPA OFFERING)" AFTER THE WORDS
"PREPAYMENT EVENT" IN THE SECOND LINE THEREOF AND AFTER THE WORDS "NET PROCEEDS
RECEIVED" IN THE SIXTH LINE THEREOF.
G.
THE PROVISIONS OF SECTION 2.13 ARE
HEREBY AMENDED BY RENUMBERING CLAUSE (A) AS CLAUSE (A)(I) AND ADDING THE
FOLLOWING NEW CLAUSE (A)(II):
(II)
TERM LOAN COMMITMENT FEES.
THE BORROWER
AGREES TO PAY TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH LENDER A TERM
LOAN COMMITMENT FEE, WHICH SHALL ACCRUE AT A RATE PER ANNUM EQUAL TO 0.375% ON
THE AVERAGE DAILY UNUSED AMOUNT OF THE TERM COMMITMENT OF SUCH LENDER DURING THE
PERIOD FROM AND INCLUDING THE DATE HEREOF TO BUT EXCLUDING THE DATE ON WHICH
SUCH TERM COMMITMENT TERMINATES.
ACCRUED TERM LOAN COMMITMENT FEES SHALL BE
PAYABLE IN ARREARS ON THE FIRST DAY OF EACH MONTH OF EACH YEAR AND ON THE DATE
ON WHICH THE TERM COMMITMENTS TERMINATE, COMMENCING ON THE FIRST SUCH DATE TO
OCCUR AFTER THE EFFECTIVE DATE.
ALL TERM LOAN COMMITMENT FEES SHALL BE COMPUTED
ON THE BASIS OF A YEAR OF 360 DAYS AND SHALL BE PAYABLE FOR THE ACTUAL NUMBER OF
DAYS ELAPSED (INCLUDING THE FIRST DAY BUT EXCLUDING THE LAST DAY).
4.
AMENDMENTS TO ARTICLE IV.
THE
PROVISIONS OF ARTICLE IV OF THE CREDIT AGREEMENT ARE HEREBY AMENDED BY ADDING
THE FOLLOWING NEW SECTION AT THE END THEREOF:
SECTION 4.03.
ADDITIONAL CONDITIONS FOR TERM LOAN
READVANCES.
THE OBLIGATION OF EACH LENDER TO READVANCE THE TERM LOAN AND TO
MAKE EACH NEW
8
TERM LOAN PURSUANT TO SECTION 2.01 HEREOF IS SUBJECT TO SATISFACTION OF THE
CONDITIONS SET FORTH IN SECTION 4.01 AND SECTION 4.02 AND SATISFACTION OF THE
FOLLOWING CONDITIONS:
(A)
OPINIONS.
THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED A FAVORABLE WRITTEN OPINION (ADDRESSED TO THE ADMINISTRATIVE AGENT
AND THE LENDERS AND DATED THE EFFECTIVE DATE) OF EACH OF (I) OUTSIDE COUNSEL FOR
THE BORROWER, (II) THE GENERAL COUNSEL OF THE BORROWER, AND (III) LOCAL COUNSEL
IN EACH JURISDICTION WHERE A MORTGAGED PROPERTY IS LOCATED, AND, IN THE CASE OF
EACH SUCH OPINION REQUIRED BY THIS PARAGRAPH, COVERING SUCH MATTERS RELATING TO
THE LOAN PARTIES, THE LOAN DOCUMENTS, THE PERFECTION AND PRIORITY OF THE
COLLATERAL AGENT'S LIENS, OR THE FINANCING TRANSACTIONS AS THE REQUIRED LENDERS
SHALL REASONABLY REQUEST.
THE BORROWER HEREBY REQUESTS SUCH COUNSEL TO DELIVER
SUCH OPINIONS.
(B)
MORTGAGES.
THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED A MORTGAGE OR AN AMENDMENT TO ANY THEN EXISTING MORTGAGE
SATISFACTORY IN FORM AND SUBSTANCE TO THE ADMINISTRATIVE AGENT.
(C)
OTHER REAL ESTATE
REQUIREMENTS.
(I)
WITH RESPECT TO EACH MORTGAGED PROPERTY THAT IS OWNED BY A
LOAN PARTY, THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A POLICY OR POLICIES OF
TITLE INSURANCE (OR AN ENDORSEMENT TO ANY EXISTING POLICY OF TITLE INSURANCE)
ISSUED BY A NATIONALLY RECOGNIZED TITLE INSURANCE COMPANY, INSURING THE LIEN OF
EACH SUCH MORTGAGE AS A VALID FIRST LIEN ON THE MORTGAGED PROPERTY DESCRIBED
THEREIN, FREE OF ANY OTHER LIENS EXCEPT AS PERMITTED BY SECTION 6.02, IN FORM
AND SUBSTANCE REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT, TOGETHER WITH