Common use of Conditions Term of Agreement Clause in Contracts

Conditions Term of Agreement. 3.1 Conditions Precedent to the Initial Advance, and Letter of Credit, and the Term Loan. The obligation of Foothill to make the initial Advance, to issue the initial Letter of Credit, or to make the Term Loan is subject to the fulfillment, to the satisfaction of Foothill and its counsel, of each of the following conditions on or before the Closing Date: (a) the Closing Date shall occur on or before January 17, 1997; (b) Foothill shall have received confirmation of the filing of its financing statements and fixture filings; (c) Foothill shall have received each of the following documents, duly executed, and each such document shall be in full force and effect: (1) if and to the extent available on or before the Closing Date, the Lockbox Agreements; (2) the Disbursement Letter; (3) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries and the termination of any lockbox or other dominion account arrangements in favor of Existing Lender; (4) either (y) the IG Australia Existing Lender Pay-Off Letter, together with termination statements and other documentation evidencing the termination by IG Australia Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries, or (z) satisfactory evidence of the consent of IG Australia Existing Lender to the refinancing by Borrower of its Indebtedness owed to Existing Lender pursuant hereto and the transactions contemplated hereby; (5) the Mortgage on the Huntsville Property, and such Mortgage shall have been recorded in the office of the county recorder for Madison County, Alabama; and, if and to the extent available on or before the Closing Date, a Mortgage Policy in respect of the Huntsville Property assuring Foothill that the Mortgage on the Huntsville Property is a valid and enforceable first priority mortgage Lien on the Huntsville Property free and clear of all defects and encumbrances except Permitted Liens, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to Foothill; (6) the Aircraft Security Agreement; (7) the Copyright Security Agreement; (8) the Patent Security Agreement; (9) the Trademark Security Agreement; (10) the Pledge Agreement; and (11) the VCOC Letter; (d) if and to the extent available on or before the Closing Date, Foothill shall have received the original certificates representing or evidencing all of the Pledged Shares (as defined in the Pledge Agreement), together with stock powers or equivalent assignments with respect thereto duly endorsed in blank; (e) Foothill shall have received originals of the Meadlock Note and the Intercompany Notes, together with endorsements with respect thereto duly endorsed in blank; (f) Foothill shall have received a certificate from the Secretary of each Obligor attesting to the resolutions of such Obligor's Board of Directors authorizing its execution, delivery, and performance of the Loan Documents to which it is a party and authorizing specific officers of such Obligor to execute the same; (g) Foothill shall have received copies of each Obligor's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Obligor; (h) Foothill shall have received a certificate of status with respect to each Obligor, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Obligor, which certificate shall indicate that such Obligor is in good standing in such jurisdiction; (i) Foothill shall have received certificates of status with respect to Borrower, each dated within 15 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that Borrower is in good standing in such jurisdictions; (j) Foothill shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.10, the form and substance of which shall be reasonably satisfactory to Foothill and its counsel; (k) Foothill shall have received an opinion of the Obligors' counsel in form and substance reasonably satisfactory to Foothill in its sole discretion; (l) after giving effect to the payment of fees due to Foothill on or before the Closing Date and the payment of the "Payoff Amount" (under and as defined in the Payoff Letter) to the Existing Lender, the sum of Borrower's Availability plus Borrower's unrestricted cash and cash equivalents shall not be less than Twenty Million Dollars ($20,000,000); (m) Foothill shall have received appraisals of the Real Property Collateral and appraisals of the Equipment, in each case satisfactory to Foothill; (n) Foothill shall have completed "field surveys" and location inspections of the Inventory, and the results of each of them shall be satisfactory to Foothill; (o) Foothill shall have completed reference checks regarding key employees and executive officers of Borrower, the results of which shall be satisfactory to Lender; (p) Foothill shall have received satisfactory evidence (which evidence may be in the form of a Certificate of the chief accounting officer or the chief financial officer of Borrower) that all tax returns required to be filed by Borrower have been timely filed and all taxes upon Borrower or its 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 (q) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Foothill and its counsel. 3.2 Conditions Precedent to all Advances, all Letters of Credit, and the Term Loan. The following shall be conditions precedent to all Advances, all Letters of Credit, and the Term Loan hereunder: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; and (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any governmental authority against Borrower, Foothill, or any of their Affiliates.

Conditions Term of Agreement. 3.1 Conditions Precedent to the Initial Advance, and Letter of CreditL/C, and the Term Loanor L/C Guaranty. The obligation of Foothill to make the initial Advance, advance or to issue provide the initial Letter of Credit, L/C or to make the Term Loan L/C Guaranty is subject to the fulfillment, to the satisfaction of Foothill and its counsel, of each of the following conditions on or before the Closing Date: (a) the Closing Date Foothill shall occur on or before January 17, 1997have received a fully executed copy of this Agreement; (b) Foothill shall have received confirmation of the filing of its financing statements and fixture filingsClosing Fee; (c) Foothill shall have received each of the following documents, duly executed, and each such document shall be in full force and effect: (1) if and to the extent available on or before the Closing Date, the Lockbox Agreements; (2) the Disbursement Letter; (3) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries and the termination of any lockbox or other dominion account arrangements in favor of Existing Lender; (4) either (y) the IG Australia Existing Lender Pay-Off Letter, together with termination statements and other documentation evidencing the termination by IG Australia Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries, or (z) satisfactory evidence of the consent of IG Australia Existing Lender to the refinancing by Borrower of its Indebtedness owed to Existing Lender pursuant hereto and the transactions contemplated hereby; (5) the Mortgage on the Huntsville Property, and such Mortgage shall have been recorded in the office of the county recorder for Madison County, Alabama; and, if and to the extent available on or before the Closing Date, a Mortgage Policy in respect of the Huntsville Property assuring Foothill that the Mortgage on the Huntsville Property is a valid and enforceable first priority mortgage Lien on the Huntsville Property free and clear of all defects and encumbrances except Permitted Liens, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to Foothill; (6) the Aircraft Security Agreement; (7) the Copyright Security Agreement; (8) the Patent Security Agreement; (9) the Trademark Security Agreement; (10) the Pledge Agreement; and (11) the VCOC Letter; (d) if and to the extent available on or before the Closing Date, Foothill shall have received the original certificates representing or evidencing all of the Pledged Shares (as defined in the Pledge Agreement), together with stock powers or equivalent assignments with respect thereto duly endorsed in blank; (e) Foothill shall have received originals of the Meadlock Note and the Intercompany Notes, together with endorsements with respect thereto duly endorsed in blank; (f) Foothill shall have received a certificate from the Secretary of each Obligor attesting to the resolutions of such Obligor's Board of Directors authorizing its execution, delivery, and performance of the Loan Documents to which it is a party and authorizing specific officers of such Obligor to execute the same; (g) Foothill shall have received copies of each Obligor's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Obligor; (h) Foothill shall have received a certificate of corporate status with respect to each ObligorBorrower, dated within 10 ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer Secretary of State of the jurisdiction state of organization incorporation of such ObligorBorrower, which certificate shall indicate that such Obligor is in good standing in such jurisdiction; (i) Foothill shall have received certificates of status with respect to Borrower, each dated within 15 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that Borrower is in good standing in such jurisdictionsstate; (jd) Foothill shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.10, the form and substance of which shall be reasonably satisfactory to Foothill and its counsel; (k) Foothill shall have received an opinion of the Obligors' counsel from Borrower's Secretary in form and substance reasonably satisfactory to Foothill in its sole discretion; (l) after giving effect to the payment of fees due to Foothill on or before the Closing Date and the payment of the "Payoff Amount" (under and as defined in the Payoff Letter) to the Existing Lender, the sum of Borrower's Availability plus Borrower's unrestricted cash and cash equivalents shall not be less than Twenty Million Dollars ($20,000,000); (m) Foothill shall have received appraisals of the Real Property Collateral and appraisals of the Equipment, in each case satisfactory to Foothill; (n) Foothill shall have completed "field surveys" and location inspections of the Inventory, and the results of each of them shall be satisfactory to Foothill; (o) Foothill shall have completed reference checks regarding key employees and executive officers of Borrower, the results of which shall be satisfactory to Lender; (p) Foothill shall have received satisfactory evidence (which evidence may be in the form of a Certificate of the chief accounting officer or the chief financial officer of Borrower) that all tax returns required to be filed by Borrower have been timely filed and all taxes upon Borrower or its 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 (qe) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Foothill and its counsel. 3.2 Conditions Precedent to all All Advances, all Letters of CreditL/Cs, and the Term Loanor L/C Guarantees. The following shall be conditions precedent to all Advancesadvances, all Letters of CreditL/Cs, and the Term Loan or L/C Guarantees hereunder: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of creditadvance, L/C, or L/C Guaranty, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) except for good faith disputes by Borrower with one or more landlords of its stores, no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date of such extension of creditadvance, L/C, or L/C Guaranty, nor shall either result from the making thereofof the advance; and (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending making of such credit advance or the issuance of such L/C or L/C Guaranty shall have been issued and remain in force by any governmental authority against Borrower, Foothill, or any of their Borrower's Affiliates.

Conditions Term of Agreement. 3.1 Conditions Precedent to the Initial Advance, and the Initial Letter of Credit, and the Term LoanLoans. The obligation of Foothill to make the initial Advance, to issue the initial Letter of Credit, or to make the Term Loan Loans, is subject to the fulfillment, to the satisfaction of Foothill and its counsel, of each of the following conditions on or before the Closing Date: (a) the Closing Date shall occur on or before January 17August 14, 1997; (b) Foothill shall have received confirmation of the filing of its financing statements and fixture filingssearches regarding Borrowers; (c) Foothill shall have received each of the following documents, duly executed, and each such document shall be in full force and effect: (1) if and to the extent available on or before the Closing Date, a. the Lockbox Agreements; (2) b. the Disbursement Letter; (3) c. the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries and the termination of any lockbox or other dominion account arrangements in favor of Existing LenderBorrowers; (4) either (y) d. the IG Australia Existing Lender Pay-Off Letter, together with termination statements and other documentation evidencing the termination by IG Australia Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries, or (z) satisfactory evidence of the consent of IG Australia Existing Lender to the refinancing by Borrower of its Indebtedness owed to Existing Lender pursuant hereto and the transactions contemplated herebyMortgages; (5) e. the Mortgage on the Huntsville Property, and such Mortgage shall have been recorded in the office of the county recorder for Madison County, Alabama; and, if and to the extent available on or before the Closing Date, a Mortgage Policy in respect of the Huntsville Property assuring Foothill that the Mortgage on the Huntsville Property is a valid and enforceable first priority mortgage Lien on the Huntsville Property free and clear of all defects and encumbrances except Permitted Liens, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to Foothill; (6) the Aircraft Security Agreement; (7) the Copyright Security Agreement; (8) the Patent Security Agreement; (9) the Trademark Security Agreement; (10) the Pledge AgreementWarrant; and (11) f. a subordination agreement with the VCOC Letterholders of the Junior Notes; (d) if and to the extent available on or before the Closing Date, Foothill shall have received the original certificates representing or evidencing all of the Pledged Shares (as defined in the Pledge Agreement), together with stock powers or equivalent assignments with respect thereto duly endorsed in blank; (e) Foothill shall have received originals of the Meadlock Note and the Intercompany Notes, together with endorsements with respect thereto duly endorsed in blank; (f) Foothill shall have received a certificate from the Secretary of each Obligor Borrower attesting to the resolutions of such Obligoreach Borrower's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which it such Borrower is a party and authorizing specific officers of such Obligor Borrower to execute the same; (ge) Foothill shall have received copies of each ObligorBorrower's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such ObligorBorrower; (hf) Foothill shall have received a certificate of status with respect to each ObligorBorrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such ObligorBorrower, which certificate shall indicate that such Obligor Borrower is in good standing in such jurisdiction; (ig) Foothill shall have received certificates of status with respect to each Borrower, each dated within 15 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Borrower is in good standing in such jurisdictions; (jh) Foothill shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.10, the form and substance of which shall be reasonably satisfactory to Foothill and its counsel; (i) Borrower shall have received not less than $5,000,000 in cash from an equity investment or the issuance of the Junior Notes; (j) Foothill shall have received such Collateral Access Agreements from lessors, warehousemen, bailees, and other third persons as Foothill may require; (k) Foothill shall have received an opinion of the ObligorsBorrowers' counsel in form and substance reasonably satisfactory to Foothill in its sole discretion; (l) after giving effect to the payment of fees due to Foothill on or before the Closing Date and the payment of the "Payoff Amount" (under and as defined in the Payoff Letter) to the Existing Lender, the sum of Borrower's Availability plus Borrower's unrestricted cash and cash equivalents shall not be less than Twenty Million Dollars ($20,000,000); (m) Foothill shall have received (i) appraisals of the Real Property Collateral and appraisals of the EquipmentEquipment of Borrowers, in each case satisfactory to Foothill, and (ii) mortgagee title insurance policies (or marked commitments to issue the same) for the Real Property Collateral issued by a title insurance company satisfactory to Foothill (each a "Mortgage Policy" and, collectively, the "Mortgage Policies") in amounts satisfactory to Foothill assuring Foothill that the Mortgages on such Real Property Collateral are valid and enforceable first priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to Foothill; (m) Foothill shall have received a phase-I environmental report and a real estate survey shall have been completed with respect to the Real Property Collateral and copies thereof delivered to Foothill; the environmental consultants and surveyors retained for such reports or surveys, the scope of the reports or surveys, and the results thereof shall be acceptable to Foothill in its sole discretion; (n) Foothill shall have completed "field surveys" and location inspections of the Inventory, and the results of each of them shall be satisfactory to Foothill; (o) Foothill shall have completed reference checks regarding key employees and executive officers of Borrower, the results of which shall be satisfactory to Lender; (p) Foothill shall have received satisfactory evidence (which evidence may be in the form of a Certificate of the chief accounting officer or the chief financial officer of Borrower) that all tax returns required to be filed by Borrower Borrowers have been timely filed and all taxes upon each Borrower or its 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 (qo) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Foothill and its counsel. 3.2 Conditions Precedent to all Advances, all Letters of Credit, Credit and the Term LoanLoans. The following shall be conditions precedent to all Advances, all Letters of Credit, Credit and the Term Loan Loans hereunder: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; and (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any governmental authority against any Borrower, Foothill, or any of their Affiliates.

Conditions Term of Agreement. 3.1 Conditions Precedent to the Initial Advance, and Letter of CreditCapital Expenditure Loan, and the Term LoanL/C, L/C Guaranty. The obligation of Foothill to make the initial Advance, to issue the initial Letter of Credit, Advance or to make the Term provide any Capital Expenditure Loan under this Agreement is subject to the fulfillment, to the satisfaction of Foothill and its counsel, of each of the following conditions on or before the Closing Dateconditions: (a) the Closing Restatement Effective Date shall occur on or before January 17August , 19972005; (b) Foothill shall have received confirmation of searches reflecting the filing of its financing statements and fixture filings; (c) Foothill shall have received each of the following documents, duly executed, and each such document shall be in full force and effect: (1) if and to the extent available on or before the Closing Date, the Lockbox Agreements; (2i) the Disbursement Letter; (3) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries and the termination of any lockbox or other dominion account arrangements in favor of Existing Lender; (4) either (y) the IG Australia Existing Lender Pay-Off Letter, together with termination statements and other documentation evidencing the termination by IG Australia Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries, or (z) satisfactory evidence of the consent of IG Australia Existing Lender to the refinancing by Borrower of its Indebtedness owed to Existing Lender pursuant hereto and the transactions contemplated hereby; (5) the Mortgage on the Huntsville Property, and such Mortgage shall have been recorded in the office of the county recorder for Madison County, Alabama; and, if and to the extent available on or before the Closing Date, a Mortgage Policy in respect of the Huntsville Property assuring Foothill that the Mortgage on the Huntsville Property is a valid and enforceable first priority mortgage Lien on the Huntsville Property free and clear of all defects and encumbrances except Permitted Liens, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to Foothill; (6) the Aircraft Security Guarantor Reaffirmation Agreement; (7ii) the Copyright Security Agreement; (8) the Patent Security Agreement; (9) the Trademark Security Agreement; (10) the Pledge AgreementCapital Expenditure Loan Note; and iii) Foothill shall have received a certificate from the Secretary of Borrower (11i) attaching and attesting to the VCOC Letterresolutions of Borrower’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which Borrower is a party, and authorizing specific officers of Borrower to execute same, and (ii) attesting to the incumbency and signatures of such specific officers of such Borrower;; (d) if and to the extent available on or before the Closing Date, Foothill shall have received copies of Borrower’s By-laws and Articles or Certificate of Incorporation, as amended, modified, or supplemented to the original certificates representing or evidencing all Restatement Effective Date, certified by the Secretary of Borrower; or, alternatively, a certificate from the Secretary of the Pledged Shares (as defined in Borrower certifying that the Pledge Agreement)Borrower’s By-laws and Articles or Certificate of Incorporation have not been amended, together with stock powers modified, or equivalent assignments with respect thereto duly endorsed in blanksupplemented since the Initial Closing Date; (e) Foothill shall have received originals a certificate of corporate status with respect to Borrower, dated within thirty (30) days of the Meadlock Note and Restatement Effective Date, by the Intercompany NotesSecretary of State of the state of incorporation of Borrower, together with endorsements with respect thereto duly endorsed which certificate shall indicate that Borrower is in blankgood standing in such state; (f) Foothill shall have received a certificate from the Secretary of each Obligor Guarantor (i) attaching and attesting to the resolutions of such Obligor's Guarantor’s Board of Directors authorizing its execution, delivery, and performance of the Loan Documents to which it such Guarantor is a party party, and authorizing specific officers of such Obligor Guarantor to execute the same, and (ii) attesting to the incumbency and signatures of such specific officers of such Guarantor; (g) Foothill shall have received copies of each Obligor's Governing DocumentsGuarantor’s By-laws and Articles or Certificate of Incorporation, as amended, modified, or supplemented to the Closing Restatement Effective Date, certified by the Secretary of Guarantor, or, alternatively, a certificate from the Secretary of such ObligorGuarantor certifying that there have been no amendments, modifications, or supplements to such Guarantor’s By-laws and Articles or Certificate of Incorporation since the Initial Closing Date; (h) Foothill shall have received a certificate of status with respect to each ObligorGuarantor, dated within 10 days of the Closing Restatement Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such ObligorGuarantor, which certificate shall indicate that such Obligor Guarantor is in good standing in such jurisdiction; (i) Foothill shall have received certificates of status with respect to Borrowereach Guarantor, each dated within 15 30 days of the Closing Restatement Effective Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Guarantor) in which its failure to be duly qualified or licensed would constitute a Material Adverse ChangeEffect, which certificates shall indicate that Borrower such Guarantor is in good standing in such jurisdictions; (j) Foothill shall have received a certificate of insurance$45,000 in immediately available funds, together with constituting the endorsements thereto, as are required by fee specified in Section 6.10, the form and substance of which shall be reasonably satisfactory to Foothill and its counsel;2.10(a). (k) Foothill shall have received an opinion of the Obligors' counsel in form and substance reasonably satisfactory to Foothill in its sole discretion; (l) after giving effect to the payment of fees due to Foothill on or before the Closing Date and the payment of the "Payoff Amount" (under and as defined in the Payoff Letter) to the Existing LenderRestatement Effective Date, the sum of Borrower's ’s Excess Availability plus Borrower's ’s unrestricted cash and cash equivalents shall not be less than Twenty One Million Dollars ($20,000,0001,000,000); (l) Foothill shall have reviewed the License Agreements, and such License Agreements shall be acceptable to Foothill in its reasonable credit judgment; (m) Foothill shall have received appraisals of the Real Property Collateral and appraisals of the Equipment, in each case satisfactory to Foothill; (n) Foothill shall have completed "field surveys" and location inspections of the Inventory, and the results of each of them shall be satisfactory to Foothill; (o) Foothill shall have completed reference checks regarding key employees and executive officers of Borrower, the results of which shall be satisfactory to Lender; (p) Foothill shall have received satisfactory evidence (which evidence may be in the form of a Certificate of the chief accounting officer or the chief financial officer of Borrower) that all tax returns required to be filed by Borrower and its Subsidiaries have been timely filed and all taxes upon Borrower and its Subsidiaries or its their properties, assets, income, 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 (qn) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Foothill and its counsel. 3.2 Conditions Precedent to all All Advances, all Letters of CreditCapital Expenditure Loans, and the Term Loan. L/Cs, or L/C Guarantees; Conditions Subsequent. (a) The following shall be conditions precedent to all Advances, all Letters of CreditCapital Expenditure Loans, and the Term Loan L/Cs, or L/C Guarantees hereunder: (ai) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of creditAdvance, Capital Expenditure Loan, L/C, or L/C Guaranty, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (bii) no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date of such extension of creditAdvance, Capital Expenditure Loan, L/C, or L/C Guaranty, nor shall either result from the making thereof; and (ciii) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending making of such credit Advance or Capital Expenditure Loan or the issuance of such L/C or L/C Guaranty shall have been issued and remain in force by any governmental authority against Borrower, Foothill, or any of their Affiliates. (b) The obligation of Foothill to make any Advance or provide any Capital Expenditure Loan under this Agreement is subject to the fulfillment, to the satisfaction of Foothill and its counsel, of each of the following conditions within the time period therefore specified below (the failure by Borrower to so perform or cause to be performed constituting an Event of Default): i) Within 10 days after the date hereof, if requested by Foothill, Foothill shall have received an opinion of Borrower’s and Guarantors’ counsel in form and substance satisfactory to Foothill in its sole discretion; ii) Within 60 days after the date hereof, Foothill shall have received a trademark security agreement entered into by and among HVE and Foothill to effectuate Foothill’s existing security interests in the trademarks and other general intangibles described therein (the “Trademark Security Agreement”), duly executed and in form and substance satisfactory to Foothill in its sole discretion; and iii) Within 60 days after the date hereof, Foothill shall have received the Intercompany Subordination Agreement, duly executed and in form and substance satisfactory to Foothill in its sole discretion.

Conditions Term of Agreement. 3.1 Conditions Precedent to the Initial Advance, and Letter of Credit, Revolving Advance and the Term Loan. Loan B. The obligation of Foothill the Lender Group (or any member thereof) to make the initial Advance, to issue the initial Letter of Credit, or to make Revolving Advance and the Term Loan B (or otherwise to extend any credit provided for hereunder) is subject to the fulfillment, to the satisfaction of Foothill and its counselAdministrative Agent, of each of the following conditions on or before the Closing Date: Date (a) other than each condition, if any, listed on Schedule 3.1, which conditions are hereby permitted to be satisfied after the Closing Date shall occur Date, but not later than the respective dates for satisfaction specified on or before January 17, 1997; (b) Foothill Schedule 3.1): Administrative Agent shall have received confirmation all financing statements required by Administrative Agent, duly executed by Borrower, and Administrative Agent shall have received searches of all recording offices requested by Administrative Agent reflecting the filing of its all such financing statements statements, together with searches of such other offices as Administrative Agent may require (including those of Borrower, and fixture filings; (c) Foothill the Subsidiaries of Borrower), each such search dated a date within 30 days of the Closing Date; Administrative Agent shall have received each of the following documents, in form and substance satisfactory to Administrative Agent, duly executedexecuted (and acknowledged, as the case may be) by all parties and formalities contemplated thereunder, and each such document shall be in full force and effect: (1) if and to : the extent available on or before Control Agreement; the Closing Date, the Lockbox Agreements; (2) the Disbursement Letter; (3) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries and the termination of any lockbox or other dominion account arrangements in favor of Existing Lender; (4) either (y) the IG Australia Existing Lender Pay-Off Letter, together with termination statements and other documentation evidencing the termination by IG Australia Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries, or (z) satisfactory evidence Mortgages covering each of the consent of IG Australia Existing Lender to the refinancing by Borrower of its Indebtedness owed to Existing Lender pursuant hereto Oil and the transactions contemplated hereby; (5) the Mortgage on the Huntsville Property, and such Mortgage shall have been recorded in the office Gas Properties constituting all of the county recorder for Madison County, Alabama; and, if Proved Developed Reserves and to the extent available on or before the Closing Date, a Mortgage Policy in respect not less than 80% by value of the Huntsville Property assuring Foothill that the Mortgage on the Huntsville Property is a valid and enforceable first priority mortgage Lien on the Huntsville Property free and clear of all defects and encumbrances except Permitted LiensProved Undeveloped Reserves; Guaranty Agreements, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory acceptable to Foothill; (6) the Aircraft Administrative Agent, executed by each Guarantor; Security Agreement; (7) the Copyright Security Agreement; (8) the Patent Security Agreement; (9) the Trademark Security Agreement; (10) the Pledge Agreement; and (11) the VCOC Letter; (d) if and to the extent available on or before the Closing DateAgreements, Foothill shall have received the original certificates representing or evidencing all of the Pledged Shares (as defined in the Pledge Agreement), together with stock powers or equivalent assignments with respect thereto duly endorsed in blank; (e) Foothill shall have received originals of the Meadlock Note and the Intercompany Notes, together with endorsements with respect thereto duly endorsed in blank; (f) Foothill shall have received a certificate from the Secretary of each Obligor attesting to the resolutions of such Obligor's Board of Directors authorizing its execution, delivery, and performance of the Loan Documents to which it is a party and authorizing specific officers of such Obligor to execute the same; (g) Foothill shall have received copies of each Obligor's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Obligor; (h) Foothill shall have received a certificate of status with respect to each Obligor, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Obligor, which certificate shall indicate that such Obligor is in good standing in such jurisdiction; (i) Foothill shall have received certificates of status with respect to Borrower, each dated within 15 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that Borrower is in good standing in such jurisdictions; (j) Foothill shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.10, the form and substance of which shall be reasonably satisfactory to Foothill and its counsel; (k) Foothill shall have received an opinion of the Obligors' counsel in form and substance reasonably satisfactory acceptable to Foothill in its sole discretion; (l) after giving effect Administrative Agent, executed by each Loan Party with respect to all of such Loan Party’s assets and properties; the payment of fees due to Foothill Transfer Order Letters for each well on or before the Closing Date Oil and the payment of the "Payoff Amount" (under and as defined in the Payoff Letter) to the Existing LenderGas Properties, the sum of Borrower's Availability plus Borrower's unrestricted cash and cash equivalents shall not be less than Twenty Million Dollars ($20,000,000); (m) Foothill shall have received appraisals of the Real Property Collateral and appraisals of the Equipment, in each case satisfactory to Foothill; (n) Foothill shall have completed "field surveys" and location inspections of the Inventory, and the results of each of them shall be satisfactory to Foothill; (o) Foothill shall have completed reference checks regarding key employees and executive officers of Borrower, the results of which shall be satisfactory to Lender; (p) Foothill shall have received satisfactory evidence (which evidence may be in the form of a Certificate of the chief accounting officer or the chief financial officer of Borrower) that all tax returns required to be filed by Borrower have been timely filed and all taxes upon Borrower or its 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 (q) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Foothill Administrative Agent; all original Stock certificates evidencing all the issued and its counsel. 3.2 Conditions Precedent to all Advancesoutstanding shares of capital stock of Ascent, all Letters of CreditAscent Oil & Gas, Ascent Energy Holdings, Ascent WV, Pontotoc Acquisition, Dyne, SLPH, PPC, OBEC, Pontotoc Holdings, Great Plains, RWG, and WG Operating, together with stock powers duly executed in blank by the Term Loan. The following shall be conditions precedent to holders of all Advances, all Letters of Credit, and the Term Loan hereunder: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all respects on and as of the date legal and beneficial ownership of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereofshares; and (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any governmental authority against Borrower, Foothill, or any of their Affiliates.

Conditions Term of Agreement. 3.1 Conditions Precedent to the Initial Advance, and Letter of CreditL/C, and the Term Loanor L/C Guaranty. The obligation of Foothill to make the initial Advance, advance or to issue provide the initial Letter of Credit, L/C or to make the Term Loan L/C Guaranty is subject to the fulfillment, to the satisfaction of Foothill and its counsel, of each of the following conditions on or before the Closing Date: (a) the Closing Date shall occur on or before January 17, 1997; (b) Foothill Action Investment Company shall have received confirmation reaffirmed its Continuing Guaranty of the filing of its financing statements and fixture filings; (c) Foothill shall have received each of the following documents, duly executed, and each such document shall be in full force and effect: (1) if and to the extent available on or before the Closing Date, the Lockbox Agreements; (2) the Disbursement Letter; (3) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries and the termination of any lockbox or other dominion account arrangements in favor of Existing Lender; (4) either (y) the IG Australia Existing Lender Pay-Off Letter, together with termination statements and other documentation evidencing the termination by IG Australia Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries, or (z) satisfactory evidence of the consent of IG Australia Existing Lender to the refinancing by Borrower of its Indebtedness owed to Existing Lender pursuant hereto and the transactions contemplated hereby; (5) the Mortgage on the Huntsville Property, and such Mortgage shall have been recorded in the office of the county recorder for Madison County, Alabama; and, if and to the extent available on or before the Closing Date, a Mortgage Policy in respect of the Huntsville Property assuring Foothill that the Mortgage on the Huntsville Property is a valid and enforceable first priority mortgage Lien on the Huntsville Property free and clear of all defects and encumbrances except Permitted Liens, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory Borrower's Obligations to Foothill; (6) the Aircraft Security Agreement; (7) the Copyright Security Agreement; (8) the Patent Security Agreement; (9) the Trademark Security Agreement; (10) the Pledge Agreement; and (11) the VCOC Letter; (d) if and to the extent available on or before the Closing Date, Foothill shall have received the original certificates representing or evidencing all of the Pledged Shares (as defined in the Pledge Agreement), together with stock powers or equivalent assignments with respect thereto duly endorsed in blank; (e) Foothill shall have received originals of the Meadlock Note and the Intercompany Notes, together with endorsements with respect thereto duly endorsed in blank; (fb) Foothill shall have received a certificate from the Secretary of each Obligor Borrower attesting to the resolutions of such ObligorBorrower's Board of Directors authorizing its execution, delivery, execution and performance delivery of this Agreement and the other Loan Documents to which it Borrower is a party and authorizing specific officers of such Obligor Borrower to execute the same; (gc) Foothill shall have received copies of each ObligorBorrower's Governing DocumentsBy-laws and Articles or Certificate of Incorporation, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such ObligorBorrower; (hd) Foothill shall have received a certificate of corporate status with respect to each ObligorBorrower, dated within 10 ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer Secretary of State of the jurisdiction state of organization incorporation of such ObligorBorrower, which certificate shall indicate that such Obligor is in good standing in such jurisdiction; (i) Foothill shall have received certificates of status with respect to Borrower, each dated within 15 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that Borrower is in good standing in such jurisdictionsstate; (je) Foothill shall have received a certificate the certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 6.106.12 hereof, the form and substance of which shall be reasonably satisfactory to Foothill and its counsel; (k) Foothill shall have received an opinion of the Obligors' counsel in form and substance reasonably satisfactory to Foothill in its sole discretion; (l) after giving effect to the payment of fees due to Foothill on or before the Closing Date and the payment of the "Payoff Amount" (under and as defined in the Payoff Letter) to the Existing Lender, the sum of Borrower's Availability plus Borrower's unrestricted cash and cash equivalents shall not be less than Twenty Million Dollars ($20,000,000); (m) Foothill shall have received appraisals of the Real Property Collateral and appraisals of the Equipment, in each case satisfactory to Foothill; (n) Foothill shall have completed "field surveys" and location inspections of the Inventory, and the results of each of them shall be satisfactory to Foothill; (o) Foothill shall have completed reference checks regarding key employees and executive officers of Borrower, the results of which shall be satisfactory to Lender; (p) Foothill shall have received satisfactory evidence (which evidence may be in the form of a Certificate of the chief accounting officer or the chief financial officer of Borrower) that all tax returns required to be filed by Borrower have been timely filed and all taxes upon Borrower or its 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 (qf) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Foothill and its counsel. 3.2 Conditions Precedent to all All Advances, all Letters of CreditL/Cs, and the Term Loanor L/C Guarantees. The following shall be conditions precedent to all Advancesadvances, all Letters of CreditL/Cs, and the Term Loan or L/C Guarantees hereunder: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all respects on and as of the date of such extension of creditadvance, L/C, or L/C Guaranty, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date of such extension of creditadvance, L/C, or L/C Guaranty, nor shall either result from the making thereofof the advance; and (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending making of such credit advance or the issuance of such L/C or L/C Guaranty shall have been issued and remain in force by any governmental authority against Borrower, Foothill, or any of their Affiliates.

Conditions Term of Agreement. 3.1 Conditions Precedent to the Initial AdvanceCONDITIONS PRECEDENT TO INITIAL ADVANCE, and Letter of CreditL/C, and the Term LoanOR L/C GUARANTEE. The obligation of Foothill to make the initial Advance, advance or to issue provide the initial Letter of Credit, L/C or to make the Term Loan L/C Guarantee is subject to the fulfillment, to the satisfaction of Foothill and its counsel, of each of the following conditions on or before the Closing Date: (a) the Closing Date shall occur on or before January 17May 15, 19971998; (b) Foothill shall have received confirmation of searches reflecting the filing of its any financing statements and fixture filingsto be filed in connection herewith; (c) Foothill shall have received each of the following documents, duly executed, and each such document shall be in full force and effect: (1i) if and to the extent available on or before the Closing Date, the Lockbox Agreements; (2) the Disbursement Letter; (3) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries and the termination of any lockbox or other dominion account arrangements in favor of Existing Lender; (4) either (y) the IG Australia Existing Lender Pay-Off Letter, together with termination statements and other documentation evidencing the termination by IG Australia Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries, or (z) satisfactory evidence a limited guarantee from each of the consent of IG Australia Existing Lender to the refinancing by Borrower of its Indebtedness owed to Existing Lender pursuant hereto and the transactions contemplated hereby; (5) the Mortgage on the Huntsville Property, and such Mortgage shall have been recorded in the office of the county recorder for Madison County, Alabama; and, if and to the extent available on or before the Closing Date, a Mortgage Policy in respect of the Huntsville Property assuring Foothill that the Mortgage on the Huntsville Property is a valid and enforceable first priority mortgage Lien on the Huntsville Property free and clear of all defects and encumbrances except Permitted Liens, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to Foothill; (6) the Aircraft Security Agreement; (7) the Copyright Security Agreement; (8) the Patent Security Agreement; (9) the Trademark Security Agreement; (10) the Pledge AgreementIndividual Guarantors; and (11ii) a consent and reaffirmation of each of the VCOC Lettercontinuing guaranties and security agreements from the Corporate Guarantors, together with such UCC filings and searches as Foothill may require; (d) if and to the extent available on or before the Closing Date, Foothill shall have received a certificate from the original certificates representing Secretary or evidencing all General Partner of each Borrower, as appropriate, attesting to the Pledged Shares (as defined in resolutions of Borrower's Board of Directors or partners, authorizing the Pledge Agreement), together with stock powers execution and delivery of this Agreement and the other Loan Documents to which such Borrower is a party and authorizing specific officers or equivalent assignments with respect thereto duly endorsed in blankpartners of Borrower to execute same; (e) Foothill shall have received originals copies of the Meadlock Note each Borrower's Bylaws and the Intercompany NotesArticles of Incorporation or Partnership Agreement, together with endorsements with respect thereto duly endorsed as appropriate, in blank;each case, as amended, (f) Foothill shall have received a certificate from of corporate status with respect to Borrower, dated as of a recent date, by the Secretary of each Obligor attesting to the resolutions of such Obligor's Board of Directors authorizing its execution, delivery, and performance State of the Loan Documents to state of incorporation of Borrower, which it certificate shall indicate that Borrower is a party and authorizing specific officers of in good standing in such Obligor to execute the samestate; (g) Foothill shall have received copies certificates of each Obligor's Governing Documentscorporate or partnership status, as amendedappropriate, modified, or supplemented to the Closing Date, certified by the Secretary of such Obligor; (h) Foothill shall have received a certificate of status with respect to each Obligor, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Obligor, which certificate shall indicate that such Obligor is in good standing in such jurisdiction; (i) Foothill shall have received certificates of status with respect to Borrower, each dated within 15 days as of a recent date of the Closing Date, such certificates to be issued by the appropriate officer Secretary of State of the jurisdictions states in which its failure to be duly qualified or licensed would constitute have a Material Adverse Changematerial adverse effect on the financial condition or properties and assets of Borrower, which certificates shall indicate that Borrower is in good standing in such jurisdictionsstanding; (jh) Foothill shall have received a certificate landlord waivers from the lessors of insurance, together with the endorsements thereto, as are required by Section 6.10, locations where the form and substance of which shall be reasonably satisfactory to Foothill and its counselInventory or Equipment is located; (ki) Foothill shall have received an opinion of the Obligors' Borrower's counsel in form and substance reasonably satisfactory to Foothill in its sole discretion; (l) after giving effect to the payment of fees due to Foothill on or before the Closing Date and the payment of the "Payoff Amount" (under and as defined in the Payoff Letter) to the Existing Lender, the sum of Borrower's Availability plus Borrower's unrestricted cash and cash equivalents shall not be less than Twenty Million Dollars ($20,000,000); (m) Foothill shall have received appraisals of the Real Property Collateral and appraisals of the Equipment, in each case satisfactory to Foothill; (n) Foothill shall have completed "field surveys" and location inspections of the Inventory, and the results of each of them shall be satisfactory to Foothill; (o) Foothill shall have completed reference checks regarding key employees and executive officers of Borrower, the results of which shall be satisfactory to Lender; (pj) Foothill shall have received satisfactory evidence (which evidence may be in the form of a Certificate of the chief accounting officer or the chief financial officer of Borrower) that all tax returns required to be filed by Borrower have been timely filed and all taxes upon Borrower or its properties, assets, income, income and franchises (including real property Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; and (qk) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Foothill and its counsel. 3.2 Conditions Precedent to all AdvancesCONDITIONS PRECEDENT TO ALL REVOLVING ADVANCES, all Letters of CreditL/CS, and the Term LoanOR L/C GUARANTIES. The following shall be conditions precedent to all Revolving Advances, all Letters of CreditL/Cs, and the Term Loan or L/C Guaranties hereunder: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all respects on and as of the date of such extension of creditadvance, L/C, or L/C Guaranty, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date of such extension of creditadvance, L/C, or L/C Guaranty, nor shall either result from the making thereof; and (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending making of such credit advance or the issuance of such L/C or L/C Guaranty shall have been issued and remain in force by any governmental authority against Borrower, Foothill, or any of their Affiliates.

Conditions Term of Agreement. 3.1 Conditions Precedent to the Restatement Effective Date and Initial Advance, and Letter Extension of Credit, and the Term Loan. The obligation of Foothill each Lender to make the its initial Advanceextension of credit under this Amended and Restated Loan and Security Agreement, to issue the initial Letter of Credit, or to make the Term Loan is subject to the fulfillment, to the satisfaction of Foothill Agent and each Lender (the making of such initial extension of credit by a Lender being conclusively deemed to be its counselsatisfaction or waiver of the following), of each of the following conditions on or before the Closing Dateprecedent: (a) Agent shall have received financing statements to be filed in such office or offices as may be necessary or, in the Closing Date opinion of Agent, desirable to perfect the Agent’s Liens in and to the Collateral, and Agent shall occur on or before January 17, 1997have received searches reflecting the filing of all such financing statements; (b) Foothill shall have received confirmation of the filing of its financing statements and fixture filings; (c) Foothill Agent shall have received each of the following documents, in form and substance satisfactory to Agent, duly executed, and each such document shall be in full force and effect: (1i) if the Cash Management Agreements, (ii) the Closing Certificates, (iii) the Control Agreements, (iv) each of the Agent Fee Letter and the Fee Letter, (v) the Sale and Servicing Agreement, (vi) the Collateral Custodian Fee Letter, (vii) the Backup Servicer Engagement Letter; and (viii) a file-stamped copy of a UCC-1 financing statement naming Horizon as seller and Borrower as buyer, filed with the Delaware Secretary of State to perfect the transfer and sale of Notes Receivable to Borrower from time to time pursuant to the extent available on Sale and Servicing Agreement. (c) Secretary’s Certificates from the Secretary (or before equivalent) of each of (a) Borrower, (b) Horizon, and (c) Horizon Management, dated as of the Closing Restatement Effective Date, the Lockbox Agreements; (2) the Disbursement Letter; (3) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries and the termination of any lockbox or other dominion account arrangements in favor of Existing Lender; (4) either (y) the IG Australia Existing Lender Pay-Off Letter, together with termination statements and other documentation evidencing the termination by IG Australia Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries, or (z) satisfactory evidence of the consent of IG Australia Existing Lender to the refinancing by Borrower of its Indebtedness owed to Existing Lender pursuant hereto and the transactions contemplated hereby; (5) the Mortgage on the Huntsville Property, and such Mortgage shall have been recorded in the office of the county recorder for Madison County, Alabama; and, if and to the extent available on or before the Closing Date, a Mortgage Policy in respect of the Huntsville Property assuring Foothill that the Mortgage on the Huntsville Property is a valid and enforceable first priority mortgage Lien on the Huntsville Property free and clear of all defects and encumbrances except Permitted Liens, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to Foothill; Agent, certifying that (6i) the Aircraft Security Agreement; (7) the Copyright Security Agreement; (8) the Patent Security Agreement; (9) the Trademark Security Agreement; (10) the Pledge Agreement; and (11) the VCOC Letter; (d) if a copy of such Person’s Certificate of Formation and to the extent available on Operating Agreement or before the Closing Date, Foothill shall have received the original certificates representing Certificate or evidencing all Articles of the Pledged Shares Incorporation (as defined in applicable) and any other Governing Documents, as well as all amendments thereto, are attached, (ii) other than as reflected by the Pledge Agreement)documents delivered pursuant to (i) above, together with stock powers no action or equivalent assignments with respect thereto duly endorsed in blank; (e) Foothill shall have received originals of proceeding for the Meadlock Note and the Intercompany Notes, together with endorsements with respect thereto duly endorsed in blank; (f) Foothill shall have received a certificate from the Secretary of each Obligor attesting to the resolutions amendment of such Obligor's Board Person’s Governing Documents has been taken or is presently contemplated, (iii) attached is a complete and correct copy of Directors an authorization by or resolution of such Person’s members, managers or board of directors (as applicable) authorizing its such Person’s execution, delivery, delivery and performance of the Loan Agreement and the other Loan Documents to which it is a party and authorizing specific officers the transactions contemplated thereby, and (iv) a specimen signature of each manager, member or officer of such Obligor Person who is authorized to execute the sameLoan Documents on behalf of such Person is included and that each of such individuals is duly qualified as of the Restatement Effective Date; (gd) Foothill Agent shall have received copies of each Obligor's Borrower’s, Horizon’s and Horizon Management’s Governing Documents, as amended, modified, or supplemented to the Closing Restatement Effective Date, certified by the Secretary of such ObligorPerson or the Manager of such Person, as applicable; (he) Foothill Agent shall have received a certificate certificates of status with respect to each ObligorBorrower, Horizon, and Horizon Management, dated within 10 days of the Closing Restatement Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such ObligorPerson, which certificate shall indicate that such Obligor Person is in good standing in such jurisdiction; (if) Foothill Agent shall have received certificates of status with respect to Borrower, Horizon, and Horizon Management, each dated within 15 thirty (30) days of the Closing Restatement Effective Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Person) in which its failure to be duly qualified or licensed would constitute could reasonably be expected to result in a Material Adverse Change, which certificates shall indicate that Borrower such Person is in good standing in such jurisdictions; (jg) Foothill shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.10, the form and substance of which shall be reasonably satisfactory to Foothill and its counsel; (k) Foothill Agent shall have received an opinion or opinions of the Obligors' Borrower’s, Horizon’s, and Horizon Management’s counsel in form and substance reasonably satisfactory to Foothill in its sole discretionAgent; (lh) after giving effect Agent shall have completed its business, legal, and collateral due diligence, including a review of the legal structure of Horizon, Horizon Management, Borrower and their Affiliates, the operating and accounting systems and controls of Horizon, Horizon Management, and Borrower, collateral audit and review of the books and records of Horizon, Horizon Management, and Borrower, a review of their collateral valuation methods, verification of each of such Person’s representations and warranties to the payment Lender Group, and verification of fees due to Foothill on or before the Closing Date and the payment of the "Payoff Amount" (under and as defined in the Payoff Letter) to the Existing Lender, the sum of Borrower's Availability plus Borrower's unrestricted cash and cash equivalents shall not be less than Twenty Million Dollars ($20,000,000); (m) Foothill shall have received appraisals of the Real Property Collateral and appraisals of the Equipmentthird-party service providers, in each case satisfactory to Foothill; (n) Foothill shall have completed "field surveys" and location inspections of the Inventory, and the results of each of them shall be satisfactory to Foothill; (o) Foothill shall have completed reference checks regarding key employees and executive officers of Borrowercase, the results of which shall be satisfactory to LenderAgent; (i) Borrower shall pay all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (j) with respect to each Eligible Note Receivable, Agent or the Collateral Custodian shall be in possession of all of the Required Asset Documents; (k) Agent shall have received and approved the Required Procedures, which Required Procedures shall be consistent with those previously represented to Agent and shall be acceptable to Agent in its Permitted Discretion; (l) Agent’s counsel shall have received and reviewed all standard documentation evidencing, governing, securing and guaranteeing Notes Receivable, and been satisfied such documentation provides Borrower and Agent with appropriate rights and remedies to enforce any necessary collection actions with respect to such Notes Receivable; (m) Agent shall have received evidence satisfactory to Agent either that any Person having a Lien (except for Permitted Liens, if any) with respect to the assets of Borrower shall have released such Lien or that such Lien shall be automatically terminated upon the funding of the Advances to be made on the Restatement Effective Date; (n) Borrower, Horizon and Horizon Management shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by Borrower, Horizon or Horizon Management of the Loan Documents or with the consummation of the transactions contemplated thereby; (o) Agent shall have received evidence satisfactory to Agent that as of the date of, and after giving effect to, the initial Advance, (i) Borrower has a Tangible Net Worth (based upon the capital contribution by Horizon of cash or the unfinanced portion of Eligible Notes Receivable) of not less than the Minimum Equity Requirement, (ii) Horizon has a Tangible Net Worth of not less than $100,000,000, and (iii) Horizon Management has a Tangible Net Worth of not less than $500,000; (p) Foothill Agent shall have received satisfactory evidence (which evidence may be in the form of and reviewed a Certificate copy of the chief accounting officer or finalized disaster recovery plan for Horizon and Horizon Management’s, the chief financial officer results of Borrowerwhich shall be satisfactory to Agent; (q) Agent shall have received evidence satisfactory to Agent that all tax returns required as of the Restatement Effective Date, the Borrower has made the deposit to be filed the Indemnity Reserve contemplated by Borrower have been timely filed and all taxes upon Borrower or its 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 ProtestSection 2.1(b); and (qr) all All other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Foothill and its counselAgent. 3.2 Conditions Precedent to all Advances, all Letters of Credit, and the Term Loan. The following shall be conditions precedent to all Advances, all Letters of Credit, and the Term Loan hereunder: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; and (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any governmental authority against Borrower, Foothill, or any of their Affiliates.

Conditions Term of Agreement. 3.1 Conditions Precedent to the Initial Advance, Advance and the Initial Letter of Credit, and the Term Loan. The obligation of Foothill the Lender Group to make the initial Advance, Advance and to issue the initial Letter of Credit, or to make the Term Loan Credit is subject to the fulfillment, to the satisfaction of Foothill Agent and its counsel, of each of the following conditions on or before the Closing Date: (a) the Closing Date shall occur on or before January 17June 28, 19972007; (b) Foothill Agent shall have received a confirmation of the filing of its financing statements Guaranties and fixture filings; (c) Foothill shall have received each security agreement or other instrument or document executed and delivered pursuant to this Agreement or any other Loan Document to secure any of the following documentsObligations, duly executed, and each such document shall be in full force and effect: (1) if and to the extent available on or before the Closing Date, the Lockbox Agreements; (2c) the Disbursement Letter; (3) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries and the termination of any lockbox or other dominion account arrangements in favor of Existing Lender; (4) either (y) the IG Australia Existing Lender Pay-Off Letter, together with termination statements and other documentation evidencing the termination by IG Australia Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries, or (z) satisfactory evidence of the consent of IG Australia Existing Lender to the refinancing by Borrower of its Indebtedness owed to Existing Lender pursuant hereto and the transactions contemplated hereby; (5) the Mortgage on the Huntsville Property, and such Mortgage shall have been recorded in the office of the county recorder for Madison County, Alabama; and, if and to the extent available on or before the Closing Date, a Mortgage Policy in respect of the Huntsville Property assuring Foothill that the Mortgage on the Huntsville Property is a valid and enforceable first priority mortgage Lien on the Huntsville Property free and clear of all defects and encumbrances except Permitted Liens, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to Foothill; (6) the Aircraft Security Agreement; (7) the Copyright Security Agreement; (8) the Patent Security Agreement; (9) the Trademark Security Agreement; (10) the Pledge Agreement; and (11) the VCOC Letter; (d) if and to the extent available on or before the Closing Date, Foothill shall have received the original certificates representing or evidencing all of the Pledged Shares (as defined in the Pledge Agreement), together with stock powers or equivalent assignments with respect thereto duly endorsed in blank; (e) Foothill shall have received originals of the Meadlock Note and the Intercompany Notes, together with endorsements with respect thereto duly endorsed in blank; (f) Foothill Agent shall have received a certificate from the Secretary or Assistant Secretary of each Obligor Borrower and Guarantor attesting to the resolutions of such Obligor's Borrower’s and Guarantor’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which it such Borrower and Guarantor is a party and authorizing specific officers of such Obligor Borrower and Guarantor to execute the same; (gd) Foothill Agent shall have received copies of each Obligor's Borrower’s and Guarantor’s Governing Documents, as amended, modified, or supplemented to on or before the Closing Date, certified by the Secretary or Assistant Secretary of such Obligoreach Borrower and Guarantor; (he) Foothill Agent shall have received a certificate of status with respect to each ObligorBorrower and Guarantor, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Obligoreach Borrower and Guarantor, which certificate shall indicate that such Obligor Borrower and Guarantor is in good standing in such jurisdiction; (if) Foothill shall have received certificates of status with respect to Borrower, each dated within 15 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that Borrower is in good standing in such jurisdictions; (j) Foothill Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.106.9, the form and substance of which shall be reasonably satisfactory to Foothill Agent and its counsel; (kg) Foothill Agent shall have received an opinion of the Obligors' Borrowers’ and Guarantors’ counsel in form and substance reasonably satisfactory to Foothill Agent in its sole discretion; (lh) after giving effect to Agent shall have received counterparts of the payment Fee Letter dated as of fees due to Foothill on or before the Closing Date and the payment duly executed by each of the "Payoff Amount" (under and as defined in the Payoff Letter) to the Existing Lender, the sum of Borrower's Availability plus Borrower's unrestricted cash and cash equivalents shall not be less than Twenty Million Dollars ($20,000,000)parties thereto; (mi) Foothill Agent shall have received appraisals of fully executed Collateral Access Agreements for each location set forth on Schedule 3.1(i). (j) Agent shall have received a fully executed customs broker agreement for the Real Property Collateral and appraisals of the EquipmentBorrowers’ customs broker listed on Schedule 3.1(j), in each case satisfactory substantially in the form attached hereto as Exhibit E-1, subject to Foothillsuch changes requested by such customs broker as shall be reasonably acceptable to the Agent. (k) Agent shall have entered into an Intercreditor Agreement with the lenders under the L/C Demand Facility (as defined herein), on terms reasonably acceptable to the Agent; (nl) Foothill Borrowers shall have completed "field surveys" paid to the Agent all fees required pursuant to the terms and location inspections conditions of the Inventory, and the results of each of them shall be satisfactory to Foothill; (o) Foothill shall have completed reference checks regarding key employees and executive officers of Borrower, the results of which shall be satisfactory to Lender; (p) Foothill shall have received satisfactory evidence (which evidence may be in the form of a Certificate of the chief accounting officer or the chief financial officer of Borrower) that all tax returns required to be filed by Borrower have been timely filed and all taxes upon Borrower or its 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 ProtestFee Letter; and (qm) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Foothill Agent and its counsel. 3.2 Conditions Precedent to all Advances, Advances and all Letters of Credit, and the Term Loan. The following shall be conditions precedent to all Advances, Advances and all Letters of Credit, and the Term Loan Credit hereunder: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) except for good faith disputes between a Borrower and landlords, no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; and; (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any governmental authority Governmental Authority against any Borrower, Foothill, the Lender Group or any of their Affiliates; and (d) the amount of any requested Advance or Letter of Credit shall not exceed Availability at such time.

Conditions Term of Agreement. 3.1 Conditions Precedent to the Initial AdvanceCONDITIONS PRECEDENT TO INITIAL ADVANCE, and Letter of CreditL/C, and the Term LoanOR L/C GUARANTY. The obligation of Foothill to make the initial Advance, to issue the initial Letter of Credit, advances or to make provide L/Cs or an L/C Guaranty after the Term Loan Closing Date is subject to the fulfillment, to the satisfaction of Foothill and its counsel, of each of the following conditions on or before the Closing Date: (a) the Closing Date shall occur on or before January 17, 1997; (b) Foothill shall have received confirmation of searches reflecting the filing of its financing statements and fixture filings;filings so that the security interest granted hereunder shall, after payment to the Old Lender and subordination by the Old Lender, give to Foothill a senior, perfected lien in all of the Collateral including all trade names, trademarks and patents of Borrower except for Permitted Liens and except with respect to tooling located outside the United States. (cb) In addition to the execution of this Agreement, Foothill shall have received each of the following documents, duly executed, and each such document shall be in full force and effect: (1i) if and to the extent available on or before the Closing Date, the Lockbox Agreements; (2ii) the Disbursement LetterAmended and Restated Revolving Loan Note in the amount of $75,000,000; (3iii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries and the termination of any lockbox or other dominion account arrangements in favor of Existing LenderParticipation Agreements; (4iv) either (y) the IG Australia Existing Lender Pay-Off Letter, together with termination statements and other documentation evidencing the termination by IG Australia Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries, or (z) satisfactory evidence of the consent of IG Australia Existing Lender to the refinancing by Borrower of its Indebtedness owed to Existing Lender pursuant hereto and the transactions contemplated hereby; (5) the Mortgage on the Huntsville Property, and such Mortgage shall have been recorded in the office of the county recorder for Madison County, Alabama; and, if and to the extent available on or before the Closing Date, a Mortgage Policy in respect of the Huntsville Property assuring Foothill that the Mortgage on the Huntsville Property is a valid and enforceable first priority mortgage Lien on the Huntsville Property free and clear of all defects and encumbrances except Permitted Liens, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to Foothill; (6) the Aircraft Security Agreement; (7) the Copyright Security Agreement; (8) the Patent Security Agreement; (9) the Trademark Security Agreement; (10) the Pledge Agreement; and (11) the VCOC Letter; (d) if and to the extent available on or before the Closing Date, Foothill shall have received the original certificates representing or evidencing all of the Pledged Shares (as defined in the Pledge Agreement), together with stock powers or equivalent assignments with respect thereto duly endorsed in blank; (e) Foothill shall have received originals of the Meadlock Note and the Intercompany Notes, together with endorsements with respect thereto duly endorsed in blank; (fc) Foothill shall have received a certificate from the Secretary of each Obligor Borrower attesting to the resolutions of such ObligorBorrower's Board of Directors authorizing its execution, delivery, execution and performance delivery of this Agreement and the other Loan Documents to which it Borrower is a party and authorizing specific officers of such Obligor Borrower to execute the same; (gd) Foothill shall have received copies of each ObligorBorrower's Governing DocumentsBy-laws and Certificate of Incorporation, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such ObligorBorrower; (he) Foothill shall have received ten (10) days prior to the Closing Date a copy, duly certified by the Secretary of State of Delaware, of Borrower's Certificate of Incorporation; (f) Foothill shall have received a certificate of corporate status with respect to each ObligorBorrower, dated within 10 ten (10) days of prior to the Closing Date, such certificate to be issued by the appropriate officer Secretary of State of the jurisdiction state of organization incorporation of such ObligorBorrower, which certificate shall indicate that such Obligor Borrower is in good standing in such jurisdictionstate; (ig) Foothill shall have received certificates of corporate status with respect to Borrower, each dated within 15 fifteen (15) days of the Closing Date, such certificates to be issued by the appropriate officer Secretary of State of the jurisdictions states in which its failure to be duly qualified or licensed would constitute have a Material Adverse Changematerial adverse effect on the financial condition or properties and assets of Borrower, which certificates shall indicate that Borrower is in good standing in such jurisdictionsstanding; (jh) Foothill shall have received a certificate the certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 6.106.12 hereof, the form and substance of which shall be reasonably satisfactory to Foothill and its counsel; (i) Foothill shall have received duly executed certificates of title with respect to that portion of the Collateral that is subject to certificates of title; (j) Foothill shall have received landlord waivers and, if requested by Foothill, mortgagee waivers from the lessors and mortgagees of the locations where the Inventory or Equipment is located; (k) Foothill shall have received an opinion of the Obligors' Borrower's counsel in form and substance reasonably satisfactory to Foothill in its sole discretion; (l) after giving effect to the payment of fees due to Foothill on or before the Closing Date and the payment of the "Payoff Amount" (under and as defined in the Payoff Letter) to the Existing Lender, the sum of Borrower's Availability plus Borrower's unrestricted cash and cash equivalents shall not be less than Twenty Million Dollars ($20,000,000); (m) Foothill shall have received appraisals of the Real Property Collateral and appraisals of the Equipment, in each case satisfactory to Foothill; (n) Foothill shall have completed "field surveys" and location inspections of the Inventory, and the results of each of them shall be satisfactory to Foothill; (o) Foothill shall have completed reference checks regarding key employees and executive officers of Borrower, the results of which shall be satisfactory to Lender; (p) Foothill shall have received satisfactory evidence (which evidence may be in the form of a Certificate of the chief accounting officer or the chief financial officer of Borrower) that all tax returns required to be filed by Borrower have been timely filed and all taxes upon Borrower or its properties, assets, income, income and franchises (including real property Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; and (qm) Foothill shall be satisfied that the Borrower is Solvent and shall remain Solvent following the consummation of the transactions contemplated by this Agreement. (n) If not funded from Borrower's loan account, Foothill shall have received the Closing Fee referred to in Section 2.7(a). (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Foothill and its counsel. 3.2 Conditions Precedent to all AdvancesCONDITIONS PRECEDENT TO ALL ADVANCES, all Letters of CreditL/CS, and the Term LoanOR L/C GUARANTEES. The following shall be conditions precedent to all Advancesadvances, all Letters of CreditL/Cs, and the Term Loan or L/C Guarantees hereunder: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all respects on and as of the date of such extension of creditadvance, L/C, or L/C Guaranty, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date of such extension of creditadvance, L/C, or L/C Guaranty, nor shall either result from the making thereof; and (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending making of such credit advance or the issuance of such L/C or L/C Guaranty shall have been issued and remain in force by any governmental authority against Borrower, Foothill, or any of their Affiliates.

Conditions Term of Agreement. 3.1 Conditions Precedent to the Initial Advance, and the Initial Letter of Credit, Credit and the Term Loan. The obligation of Foothill to make the initial Advance, to issue the initial Letter of Credit, Credit or to make the Term Loan is subject to the fulfillment, to the satisfaction of Foothill and its counsel, of each of the following conditions on or before the Closing Date: (a) the Closing Date shall occur on or before January 17April 7, 19972000; (b) Foothill shall have received confirmation of the filing of its financing statements and fixture filingsstatements; (c) Foothill shall have received each of the following documents, duly executed, and each such document shall be in full force and effect: (1i) if and to the extent available on or before the Closing Date, the Lockbox Agreements; (2ii) the Disbursement Letter; (3iii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries and the termination of any lockbox or other dominion account arrangements in favor of Existing Lender; (4) either (y) the IG Australia Existing Lender Pay-Off Letter, together with termination statements and other documentation evidencing the termination by IG Australia Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries, or (z) satisfactory evidence of the consent of IG Australia Existing Lender to the refinancing by Borrower of its Indebtedness owed to Existing Lender pursuant hereto and the transactions contemplated hereby; (5) the Mortgage on the Huntsville Property, and such Mortgage shall have been recorded in the office of the county recorder for Madison County, Alabama; and, if and to the extent available on or before the Closing Date, a Mortgage Policy in respect of the Huntsville Property assuring Foothill that the Mortgage on the Huntsville Property is a valid and enforceable first priority mortgage Lien on the Huntsville Property free and clear of all defects and encumbrances except Permitted Liens, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to Foothill; (6) the Aircraft Security Agreement; (7) the Copyright Security Agreement; (8) the Patent Security Agreement; (9) the Trademark Security Agreement; (10) the Pledge Agreement; and (11iv) the VCOC LetterIntellectual Property Security Agreements; (d) if and to the extent available on or before the Closing Date, Foothill shall have received the original certificates representing or evidencing all of the Pledged Shares (as defined in the Pledge Agreement), together with stock powers or equivalent assignments with respect thereto duly endorsed in blank; (e) Foothill shall have received originals of the Meadlock Note and the Intercompany Notes, together with endorsements with respect thereto duly endorsed in blank; (f) Foothill shall have received a certificate from the Secretary of each Obligor Borrower attesting to the resolutions of such Obligoreach Borrower's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which it such Borrower is a party and authorizing specific officers of such Obligor Borrower to execute the same; (ge) Foothill shall have received copies of each ObligorBorrower's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such ObligorBorrower; (hf) Foothill shall have received a certificate of status with respect to each ObligorBorrower, dated within 10 20 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such ObligorBorrower, which certificate shall indicate that such Obligor Borrower is in good standing in such jurisdiction; (ig) Foothill shall have received certificates of status with respect to each Borrower, each dated within 15 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Borrower is in good standing in such jurisdictions; (jh) Foothill shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.10, the ------------ form and substance of which shall be reasonably satisfactory to Foothill and its counsel; (ki) Foothill shall have received an opinion of the ObligorsBorrowers' counsel in form and substance reasonably satisfactory to Foothill in its sole discretion; (lj) Borrowers shall have not less than $2,000,000 of Excess Availability after giving effect to to: (a) the payoff of Existing Lender and (b) payment of fees due to Foothill on or before of the Closing Date and the payment of the "Payoff Amount" (under and as defined in the Payoff Letter) to the Existing Lender, the sum of Borrower's Availability plus Borrower's unrestricted cash and cash equivalents shall not be less than Twenty Million Dollars ($20,000,000); (m) Foothill shall have received appraisals of the Real Property Collateral and appraisals of the Equipment, in each case satisfactory to Foothill; (n) Foothill shall have completed "field surveys" and location inspections of the Inventory, and the results of each of them shall be satisfactory to Foothill; (o) Foothill shall have completed reference checks regarding key employees and executive officers of Borrower, the results of which shall be satisfactory to Lender; (p) Foothill shall have received satisfactory evidence (which evidence may be in the form of a Certificate of the chief accounting officer or the chief financial officer of Borrower) that all tax returns required to be filed by Borrower have been timely filed and all taxes upon Borrower or its 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 ProtestFee; and (qk) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Foothill and its counsel. 3.2 Conditions Precedent to all Advances, Advances and all Letters of Credit, and the Term Loan. The following shall be conditions precedent to all Advances, Advances and all Letters of Credit, and the Term Loan hereunder: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; and (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any governmental authority against any Borrower, Foothill, or any of their Affiliates.

Conditions Term of Agreement. 3.1 Conditions Precedent to the Initial Advance, and Letter of CreditCapital Expenditure Loan, and the Term LoanL/C, L/C Guaranty. The obligation of Foothill to make the initial Advanceadvance, to issue the initial Letter of CreditCapital Expenditure Loan, or to make provide the Term Loan initial L/C or L/C Guaranty is subject to the fulfillment, to the satisfaction of Foothill and its counsel, of each of the following conditions on or before the Closing Date: (a) the Closing Date shall occur on or before January 17December 31, 19971998; (b) Old Lender shall have executed and delivered the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination of its liens and security interests in and to the properties and assets of Borrower; (c) Foothill shall have received confirmation of searches reflecting the filing of its financing statements and fixture filings; (cd) Foothill shall have received each of the following documents, duly executed, and each such document shall be in full force and effect: (1i) if and to the extent available on or before the Closing Date, the Lockbox Agreements; (2ii) the Disbursement Letter; (3iii) the Trademark Security Agreement; iv) the IIC Subordination; v) the BofA Mortgagee Waiver; vi) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Old Lender of its Liens liens in and to the properties and assets of Borrower and its Subsidiaries and the termination of any lockbox or other dominion account arrangements in favor of Existing Lender; (4) either (y) the IG Australia Existing Lender Pay-Off Letter, together with termination statements and other documentation evidencing the termination by IG Australia Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries, or (z) satisfactory evidence of the consent of IG Australia Existing Lender to the refinancing by Borrower of its Indebtedness owed to Existing Lender pursuant hereto and the transactions contemplated hereby; (5) the Mortgage on the Huntsville Property, and such Mortgage shall have been recorded in the office of the county recorder for Madison County, Alabama; and, if and to the extent available on or before the Closing Date, a Mortgage Policy in respect of the Huntsville Property assuring Foothill that the Mortgage on the Huntsville Property is a valid and enforceable first priority mortgage Lien on the Huntsville Property free and clear of all defects and encumbrances except Permitted Liens, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to Foothill; (6) the Aircraft Security Agreement; (7) the Copyright Security Agreement; (8) the Patent Security Agreement; (9) the Trademark Security Agreement; (10) the Pledge AgreementBorrower; and (11vii) the VCOC Letter; (d) if and to the extent available on or before the Closing Date, Foothill shall have received the original certificates representing or evidencing all of the Pledged Shares (as defined in the Pledge Agreement), together with stock powers or equivalent assignments with respect thereto duly endorsed in blankCapital Expenditure Loan Note; (e) Foothill shall have received originals of the Meadlock Note and the Intercompany Notes, together with endorsements with respect thereto duly endorsed in blank; (f) Foothill shall have received a certificate from the Secretary of each Obligor Borrower attesting to the resolutions of such ObligorBorrower's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which it Borrower is a party and authorizing specific officers of such Obligor Borrower to execute the same; (gf) Foothill shall have received copies of each ObligorBorrower's Governing DocumentsBy-laws and Articles or Certificate of Incorporation, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such ObligorBorrower; (hg) Foothill shall have received a certificate of corporate status with respect to each ObligorBorrower, dated within 10 thirty (30) days of the Closing Date, such certificate to be issued by the appropriate officer Secretary of State of the jurisdiction state of organization incorporation of such ObligorBorrower, which certificate shall indicate that such Obligor is in good standing in such jurisdiction; (i) Foothill shall have received certificates of status with respect to Borrower, each dated within 15 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that Borrower is in good standing in such jurisdictionsstate; (jh) Foothill shall have received a certificate the certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 6.106.11 hereof, the form and substance of which shall be reasonably satisfactory to ------------ Foothill and its counsel; (ki) Foothill shall have received such Collateral Access Agreements from lessors, mortgagees, warehousemen, bailees, and other third Persons as Foothill may require; (j) Foothill shall have received an opinion of the Obligors' Borrower's counsel in form and substance reasonably satisfactory to Foothill in its sole discretion; (lk) after giving effect to the payment of fees due to Foothill on or before the Closing Date and the payment of the "Payoff Amount" (under and as defined in the Payoff LetterLetters) to the Existing LenderLenders, the sum of Borrower's Excess Availability plus Borrower's unrestricted cash and cash equivalents shall not be less than Twenty One Million Dollars ($20,000,0001,000,000); (l) Foothill shall have reviewed the License Agreements, and such License Agreements shall be acceptable to Foothill in its reasonable credit judgement; (m) Foothill shall have received appraisals of the Real Property Collateral and appraisals of the Equipment, in each case satisfactory to Foothill; (n) Foothill shall have completed "field surveys" and location inspections of the Inventory, and the results of each of them shall be satisfactory to Foothill; (o) Foothill shall have completed reference checks regarding key employees and executive officers of Borrower, the results of which shall be satisfactory to Lender; (p) Foothill shall have received satisfactory evidence (which evidence may be in the form of a Certificate of the chief accounting officer or the chief financial officer of Borrower) that all tax returns required to be filed by Borrower have been timely filed and all taxes upon Borrower or its properties, assets, income, 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 (qn) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Foothill and its counsel. 3.2 Conditions Precedent to all Advances, all Letters of Credit, and the Term Loan. The following shall be conditions precedent to all Advances, all Letters of Credit, and the Term Loan hereunder: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; and (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any governmental authority against Borrower, Foothill, or any of their Affiliates.

Conditions Term of Agreement. 3.1 Conditions Precedent to the Initial AdvanceCONDITIONS PRECEDENT TO THE INITIAL ADVANCE, and Letter of CreditLETTER OF CREDIT, and the Term LoanTHE TERM LOAN, AND THE INITIAL CAPITAL EXPENDITURE LOAN. The obligation of Foothill to make the initial AdvanceAdvance or, to issue the initial Letter of Credit, or to make the Term Loan is subject to the fulfillment, to the satisfaction of Foothill and its counsel, of each of the following conditions on or before the Closing Date: (a) the Closing Date shall occur on or before January 17December 13, 19971996 unless extended by Foothill, which extension will require approval by Foothill's credit committee; (b) Foothill shall have received confirmation of searches reflecting the filing of its financing statements and fixture filingsstatements; (c) Foothill shall have confirmed filing of its security interests in patents and trademarks with the U.S. Patent and Trademark Office; (d) Foothill shall have received each of the following documents, duly executed, and each such document shall be in full force and effect: (1) if and to the extent available on or before the Closing Date, a. the Lockbox AgreementsAgreement; (2) b. the Disbursement Letter; (3) c. The Guarantees; d. The Guarantee Security Documents; e. the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries and the termination of any lockbox or other dominion account arrangements in favor of Existing LenderBorrower; (4) either (y) the IG Australia Existing Lender Pay-Off Letter, together with termination statements and other documentation evidencing the termination by IG Australia Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries, or (z) satisfactory evidence of the consent of IG Australia Existing Lender to the refinancing by Borrower of its Indebtedness owed to Existing Lender pursuant hereto and the transactions contemplated herebyf. this Agreement duly executed; (5) g. the Mortgage on Promissory Note; h. the Huntsville Property, and such Mortgage shall have been recorded in Agented Borrowing Agreement; i. the office Collateral Assignment of the county recorder for Madison County, Alabama; and, if and to the extent available on or before the Closing Date, a Mortgage Policy in respect Exclusive Licensing Agreement Re: Floor-Focus Ad-Tile; j. Assignments of the Huntsville Property assuring Foothill that the Mortgage on the Huntsville Property is a valid and enforceable first priority mortgage Lien on the Huntsville Property free and clear of all defects and encumbrances except Permitted Liens, and such Mortgage Policy shall otherwise be credit insurance policies in form and substance reasonably satisfactory to Foothill; (6) k. the Aircraft Security Agreement; (7) the Copyright Security Agreement; (8) the Patent Security Agreement; (9) the Trademark Security Agreement; (10) the Stock Pledge Agreement; and (11) the VCOC Letter; (d) if and to the extent available on or before the Closing Date, Foothill shall have received the original certificates representing or evidencing all of the Pledged Shares (as defined in the Pledge Agreement), together with stock powers or equivalent assignments with respect thereto duly endorsed in blankStock Certificates of Borrower's Subsidiaries and Apprpriate Stock Powers; (e) Foothill shall have received originals of the Meadlock Note and the Intercompany Notes, together with endorsements with respect thereto duly endorsed in blank; (f) Foothill shall have received a certificate from the Secretary of each Obligor Borrower attesting to the resolutions of such ObligorBorrower's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which it Borrower is a party and authorizing specific officers of such Obligor Borrower to execute the same; (gf) Foothill shall have received copies of each ObligorBorrower's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such ObligorBorrower; (hg) Foothill shall have received a certificate of status with respect to each ObligorBorrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such ObligorBorrower, which certificate shall indicate that such Obligor Borrower is in good standing in such jurisdiction; (ih) Foothill shall have received certificates of status with respect to Borrower, each dated within 15 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that Borrower is in good standing in such jurisdictions; (ji) Foothill shall have received a certificate of insurance, insurance together with the endorsements thereto, as are required by Section 6.10, the form and substance of which shall be reasonably satisfactory to Foothill and its counsel; (j) Foothill shall have received duly executed certificates of title with respect to that portion of the Collateral that is subject to certificates of title; (k) Foothill shall have received such Collateral Access Agreements from lessors, warehousemen, bailees, and other third persons as Foothill may require; (l) Foothill shall have received an opinion of the Obligors' Borrower's counsel in form and substance reasonably satisfactory to Foothill in its sole discretion; (lm) after giving effect to the payment Borrower shall have minimum Excess Availability under the Borrowing Base of fees due to Foothill on or before the Closing Date and the payment of the "Payoff Amount" (under and as defined in the Payoff Letter) to the Existing Lender, the sum of Borrower's Availability plus Borrower's unrestricted cash and cash equivalents shall not be less than Twenty at least One Million Dollars ($20,000,000); 1,000,000.00) Dollars on the date of closing; minus any accounts payable deterioration (mas determined by Foothill in its discretion) Foothill shall have received appraisals of since the Real Property Collateral and appraisals of the Equipment, in each case satisfactory to prospect audit completed by Foothill; (n) Foothill An updated field audit shall have completed "field surveys" and location inspections of been performed by Foothill within 40 business days prior to the Inventoryclosing, and the results of each of them shall be satisfactory to Foothill; (o) Foothill shall have completed reference checks regarding key employees and executive officers of Borrower, the results of which shall be satisfactory to LenderFoothill in its sole discretion; (o) A Dilution Reserve shall have been established in an amount equal to the excess of Borrower's actual Dilution over 4%; and (p) Foothill A "takeover field audit" shall have received satisfactory evidence been performed by Foothill within one (which evidence may be in the form of a Certificate of the chief accounting officer or the chief financial officer of Borrower1) that all tax returns required to be filed by Borrower have been timely filed and all taxes upon Borrower or its properties, assets, income, and franchises (including real property taxes and payroll taxes) have been paid week prior to delinquencythe closing, except such taxes that are the subject results of a Permitted Protestwhich shall be satisfactory to Foothill in its sole discretion; and (q) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Foothill and its counsel. 3.2 Conditions Precedent to all Advances, all Letters of Credit, and the Term Loan. The following shall be conditions precedent to all Advances, all Letters of Credit, and the Term Loan hereunder: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; and (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any governmental authority against Borrower, Foothill, or any of their Affiliates.

Conditions Term of Agreement. 3.1 Conditions Precedent to the Initial Advance, and Letter of Credit, Credit and the Term LoanLoans. The obligation of Foothill Lender to make the initial Advance, to issue the initial Letter of Credit, Credit or to make the Term Loan Loans is subject to the fulfillment, to the satisfaction of Foothill Lender and its counsel, of each of the following conditions on or before the Closing Date: (a) the Closing Date shall occur on or before January 17April 7, 19972000; (b) Foothill shall have received confirmation of the filing of its financing statements and fixture filings; (c) Foothill Lender shall have received each of the following documents, duly executed, and each such document shall be in full force and effect: (1) if a. the Lockbox Agreements, or the inclusion of such findings and to decretal portions in and of the extent available on or before the Closing DateInterim Order as Lender, in its sole discretion, may deem equivalent to, and acceptable in lieu of, the execution and delivery of the above-referenced Lockbox Agreements; (2) b. the Concentration Account Agreements, or the inclusion of such findings and decretal portions in and of the Interim Order as Lender, in its sole discretion, may deem equivalent to, and acceptable in lieu of, the execution and delivery of the above-referenced Concentration Account Agreements; c. the Disbursement Letter; (3) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries and the termination of any lockbox or other dominion account arrangements in favor of Existing Lender; (4) either (y) the IG Australia Existing Lender Pay-Off Letter, together with termination statements and other documentation evidencing the termination by IG Australia Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries, or (z) satisfactory evidence of the consent of IG Australia Existing Lender to the refinancing by Borrower of its Indebtedness owed to Existing Lender pursuant hereto and the transactions contemplated hereby; (5) the Mortgage on the Huntsville Property, and such Mortgage shall have been recorded in the office of the county recorder for Madison County, Alabama; and, if and to the extent available on or before the Closing Date, a Mortgage Policy in respect of the Huntsville Property assuring Foothill that the Mortgage on the Huntsville Property is a valid and enforceable first priority mortgage Lien on the Huntsville Property free and clear of all defects and encumbrances except Permitted Liens, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to Foothill; (6) the Aircraft Security Agreement; (7) the Copyright Security Agreement; (8) the Patent Security Agreement; (9) the Trademark Security Agreement; (10) d. the Pledge Agreement; and (11) e. the VCOC Letter;Trademark Security Agreement; and f. the Assignment of Notes; and (dc) if and to the extent available on or before the Closing Date, Foothill shall have received the original certificates representing or evidencing all of the Pledged Shares (as defined in the Pledge Agreement), together with stock powers or equivalent assignments with respect thereto duly endorsed in blank; (e) Foothill shall have received originals of the Meadlock Note and the Intercompany Notes, together with endorsements with respect thereto duly endorsed in blank; (f) Foothill shall have received a certificate from the Secretary of each Obligor attesting to the resolutions of such Obligor's Board of Directors authorizing its execution, delivery, and performance of the Loan Documents to which it is a party and authorizing specific officers of such Obligor to execute the same; (g) Foothill shall have received copies of each Obligor's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Obligor; (h) Foothill shall have received a certificate of status with respect to each Obligor, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Obligor, which certificate shall indicate that such Obligor is in good standing in such jurisdiction; (i) Foothill shall have received certificates of status with respect to Borrower, each dated within 15 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that Borrower is in good standing in such jurisdictions; (j) Foothill Lender shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.106.6, the form and substance of which shall be reasonably satisfactory to Foothill Lender and its counsel; (kd) Foothill Lender shall have received an opinion duly executed certificates of title with respect to that portion of the Obligors' counsel Collateral that is subject to certificates of title; (e) Lender shall have received such Collateral Access Agreements from lessors, warehousemen, bailees and other third persons as Lender may require or the inclusion of such findings and decretal portions in and of the Interim Order as Lender, in its sole discretion, may deem equivalent to, and acceptable in lieu of, the execution and delivery of the above-referenced Collateral Access Agreements. (f) [intentionally omitted]; (g) Lender shall have received the financial projections and Business Plan of Borrowers for the period ending December 31, 2000, in form and substance reasonably satisfactory to Foothill Lender in its sole discretion; (lh) [intentionally omitted]; (i) Lender shall have received evidence satisfactory to it that, after giving effect to making the payment of fees due to Foothill initial Advance hereunder on or before the Closing Date, Borrowers shall have on the Closing Date and the payment of the "Payoff Amount" (under and as defined cash on hand or Excess Availability in the Payoff Letter) an amount equal to the Existing Lender, the sum of Borrower's Availability plus Borrower's unrestricted cash and cash equivalents shall not be less or greater than Twenty Million Dollars ($20,000,000)2,000,000; (mj) Foothill the Interim Order, in form and substance satisfactory to Lender, approving the transactions contemplated hereby and granting a first priority perfected security interest in the Collateral subject only to Senior Claims shall have been entered by the Court and Lender shall have received appraisals a certified copy of the Real Property Collateral and appraisals of the Equipment, in each case satisfactory to Foothillsuch Interim Order; (nk) Foothill the automatic stay shall have completed "field surveys" been modified to permit the creation and location inspections perfection of Lender's Liens and security interests and shall have been automatically vacated to permit enforcement of Lender's rights and remedies under the Inventory, and the results of each of them shall be satisfactory to FoothillLoan Documents; (o) Foothill shall have completed reference checks regarding key employees and executive officers of Borrower, the results of which shall be satisfactory to Lender; (p) Foothill shall have received satisfactory evidence (which evidence may be in the form of a Certificate of the chief accounting officer or the chief financial officer of Borrower) that all tax returns required to be filed by Borrower have been timely filed and all taxes upon Borrower or its 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 (ql) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Foothill Lender and its counsel; and (m) with respect to Lender's obligation to make the Term Loans, the Final Order approving in full the transactions contemplated hereby and granting a first priority, perfected security interest in the Collateral subject only to the Senior Claims, shall have been entered by the Court and Lender shall have received a certified copy of such Final Order. 3.2 Conditions Precedent to all Advances, all Letters of Credit, Credit and the Term LoanLoans. The following shall be conditions precedent to all Advances, all Letters of Credit, Credit and the Term Loan Loans hereunder: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; and; (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any governmental authority Governmental Authority against any Borrower, FoothillLender, or any of their Affiliates; (d) Lender shall have a first priority perfected security interest in the Collateral, except for Senior Claims; (e) Borrowers shall be in compliance with Section 7.21 hereof; and (f) (1) on or prior to the date of such Advance or issuance of such Letter of Credit or funding of such Term Loan, the Interim Order or the Final Order, as the case may be, shall have been signed and entered by the Bankruptcy Court, and (2) on or prior to the date of the funding of such Term Loans, the Final Order shall have been signed and entered by the Bankruptcy Court, and Lender shall have received a copy of the same and such order shall be in full force and effect and shall not have been reversed, stayed, modified or amended absent the express written joinder or consent of Lender, and unless Lender shall have expressly joined therein or expressly consented thereto in writing, there shall be no motion pending (i) to reverse, modify or amend the Final Order, (ii) to permit any administrative expense against any Borrower to have administrative priority equal to or superior to the priority of the Lender in respect of the Obligations or (iii) to grant or permit the grant of a Lien on any of the Collateral; (g) with respect to any Advance or issuance of any Letter of Credit or funding of a Term Loan to be made on or after the thirtieth (30th) day following the Entry Date, the Final Order shall be in full force and effect and shall not have been reversed, stayed, modified or amended absent the express written joinder or consent of Lender; and (h) the Borrowers shall have paid all fees, costs, expenses and taxes then payable by the Borrowers to the Lenders hereunder.

Conditions Term of Agreement. 3.1 3.1. Conditions Precedent to the Initial Advance, and Letter of Credit, the Term Loan, and the Term Initial Capital Expenditure Loan. The obligation of Foothill to make the initial Advance, to issue the initial Letter of Credit, Credit or to make the Term Loan is subject to the fulfillment, to the satisfaction of Foothill and its counsel, of each of the following conditions on or before the Closing Date: (a) the Closing Date shall occur on or before January 17December 30, 1997; (b) Foothill shall have received confirmation of searches reflecting the filing of its financing statements and fixture filingsfilings and each Borrower; (c) Foothill shall have received each of the following documents, duly executed, and each such document shall be in full force and effect: (1i) if and to the extent available on or before the Closing Date, the Lockbox Agreements; (2ii) the Disbursement Letter; (3iii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries and the termination of any lockbox or other dominion account arrangements in favor of Existing Lender;all Borrowers; and (4) either (y) the IG Australia Existing Lender Pay-Off Letter, together with termination statements and other documentation evidencing the termination by IG Australia Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries, or (z) satisfactory evidence of the consent of IG Australia Existing Lender to the refinancing by Borrower of its Indebtedness owed to Existing Lender pursuant hereto and the transactions contemplated hereby; (5) the Mortgage on the Huntsville Property, and such Mortgage shall have been recorded in the office of the county recorder for Madison County, Alabama; and, if and to the extent available on or before the Closing Date, a Mortgage Policy in respect of the Huntsville Property assuring Foothill that the Mortgage on the Huntsville Property is a valid and enforceable first priority mortgage Lien on the Huntsville Property free and clear of all defects and encumbrances except Permitted Liens, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to Foothill; (6) the Aircraft Security Agreement; (7iv) the Copyright Security Agreement; (8) the Patent Security Agreement; (9) , the Trademark Security Agreement; (10) Agreement and the Stock Pledge Agreement; and (11) the VCOC Letter;. (d) if and to the extent available on or before the Closing Date, Foothill shall have received the original certificates representing or evidencing all of the Pledged Shares (as defined in the Pledge Agreement), together with stock powers or equivalent assignments with respect thereto duly endorsed in blank; (e) Foothill shall have received originals of the Meadlock Note and the Intercompany Notes, together with endorsements with respect thereto duly endorsed in blank; (f) Foothill shall have received a certificate from the Secretary of each Obligor Borrower attesting to the resolutions of such ObligorBorrower's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which it such Borrower is a party and authorizing specific officers of such Obligor Borrower to execute the same; (ge) Foothill shall have received copies of each ObligorBorrower's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such ObligorBorrower; (hf) Foothill shall have received a certificate of status with respect to each ObligorBorrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such ObligorBorrower, which certificate shall indicate that such Obligor Borrower is in good standing in such jurisdiction; (ig) Foothill shall have received certificates of status with respect to each Borrower, each dated within 15 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Borrower is in good standing in such jurisdictions; (jh) Foothill shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.10, the form and substance of which shall be reasonably satisfactory to Foothill and its counsel; (i) Foothill shall have received duly executed certificates of title with respect to that portion of the Collateral that is subject to certificates of title; (j) Foothill shall have received such Collateral Access Agreements from lessors, warehousemen, bailees, and other third persons as Foothill may require; (k) Foothill shall have received an opinion of the ObligorsBorrowers' counsel in form and substance reasonably satisfactory to Foothill in its sole discretion; (l) after giving effect to Borrowers shall have registered all material copyrights and other intellectual property with the payment of fees due to Foothill on or before the Closing Date and the payment of the "Payoff Amount" (under and as defined in the Payoff Letter) to the Existing Lender, the sum of Borrower's Availability plus Borrower's unrestricted cash and cash equivalents shall not be less than Twenty Million Dollars ($20,000,000)appropriate federal filing office; (m) Foothill shall have received appraisals background searches of the Real Property Collateral officers of Borrowers and appraisals of be satisfied with the Equipment, in each case satisfactory to Foothillresults thereof; (n) Foothill shall have completed "field surveys" and location inspections of the Inventory, and the results of each of them shall be satisfactory to Foothill; (o) Foothill shall have completed reference checks regarding key employees and executive officers of Borrower, the results of which shall be satisfactory to Lender; (p) Foothill shall have received satisfactory evidence (which evidence may be in the form of a Certificate of the chief accounting officer or the chief financial officer of Borrower) that all tax returns required to be filed by each Borrower have been timely filed and all taxes upon each Borrower or its 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 (qo) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Foothill and its counsel. 3.2 3.2. Conditions Precedent to all Advances, all Letters of Credit, Credit and the Term Loan. The following shall be conditions precedent to all Advances, all Letters of Credit, Credit and the Term Loan hereunder: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; and (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any governmental authority against any Borrower, Foothill, or any of their Affiliates.

Conditions Term of Agreement. 3.1 Conditions Precedent to the Initial Advance, and Letter of Credit, Credit and the Term LoanLoans. The obligation of Foothill the Lender Group to make the initial Advance, to issue the initial Letter of Credit, or Credit and to make the Term Loan Loans, is subject to the fulfillment, to the satisfaction of Foothill Agent and its counsel, of each of the following conditions on or before the Closing Date:. (a) the Closing Date shall occur on or before January 1715, 19971998; (b) Foothill Agent shall have received confirmation of the filing of its from a service organization retained by Agent to file financing statements and fixture filingsfilings (or in the case of Maryland from counsel to Borrower) that such filings have been made in all relevant jurisdictions; (c) Foothill Agent shall have received each of the following documents, duly executed, and each such document shall be in full force and effect: (1i) if and to the extent available on or before the Closing Date, the Lockbox Collection Account Agreements; (2ii) the Disbursement Letter; (3iii) the Pay-Off Letter, together with UCC termination statements statements, cancelled notes and other documentation evidencing the termination by Existing Lender any lenders or other secured parties of its Liens in and to the properties and assets of Borrower and its Subsidiaries and the termination of any lockbox or other dominion account arrangements in favor of Existing LenderBorrower; (4iv) either (y) the IG Australia Existing Lender Pay-Off Letter, together with termination statements each Pledge Agreement accompanied by original stock certificates and other documentation evidencing the termination by IG Australia Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries, or (z) satisfactory evidence of the consent of IG Australia Existing Lender to the refinancing by Borrower of its Indebtedness owed to Existing Lender pursuant hereto and the transactions contemplated herebystock powers; (5v) the Mortgage on the Huntsville Property, Security Agreement and such Mortgage shall have been recorded in the office of the county recorder for Madison County, Alabama; and, if and to the extent available on or before the Closing Date, a Mortgage Policy in respect of the Huntsville Property assuring Foothill that the Mortgage on the Huntsville Property is a valid and enforceable first priority mortgage Lien on the Huntsville Property free and clear of all defects and encumbrances except Permitted Liens, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to FoothillMortgage-Trademarks; (6vi) each of the Aircraft Security AgreementGuaranties; (7vii) each of the Copyright Guarantor Security AgreementAgreements; (8) the Patent Security Agreement; (9viii) the Trademark Security Agreement; (10) the Pledge Subordination Agreement; and (11ix) the VCOC Letter;Assignment of Contract. (d) if and to the extent available on or before the Closing Date, Foothill shall have received the original certificates representing or evidencing all of the Pledged Shares (as defined in the Pledge Agreement), together with stock powers or equivalent assignments with respect thereto duly endorsed in blank; (e) Foothill shall have received originals of the Meadlock Note and the Intercompany Notes, together with endorsements with respect thereto duly endorsed in blank; (f) Foothill Agent shall have received a certificate from the Secretary of Borrower and each Obligor Guarantor attesting to the resolutions of such ObligorBorrower's and each Guarantor's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which it Borrower and each Guarantor, respectively, is a party and authorizing specific officers of such Obligor Borrower and each Guarantor to execute the same; (ge) Foothill Agent shall have received copies of Borrower's and each ObligorGuarantor's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such ObligorBorrower; (hf) Foothill Agent shall have received a certificate of status with respect to Borrower and each ObligorGuarantor, dated within 10 15 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such ObligorBorrower and each Guarantor, which certificate shall indicate that such Obligor Borrower and each Guarantor is in good standing in such jurisdiction; (ig) Foothill Agent shall have received certificates of status with respect to BorrowerBorrower and each Guarantor, each dated within 15 20 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that Borrower is in good standing in such jurisdictions; (jh) Foothill Agent shall have received a certificate loss payee endorsements as well as the relevant certificates of insurance, together with the endorsements thereto, as are required by Section 6.10, the form and substance of which shall be reasonably satisfactory to Foothill Agent and its counselcounsel and a list of all contracts identified as material by Borrower as required by Section 5.15; (i) Agent shall have received duly executed certificates of title with respect to that portion of the Collateral that is subject to certificates of title with appropriate releases with respect to prior liens on the original promissory note of Borrower to Benmol, Inc. pledged to certain prior lenders of Borrower; (j) Agent shall have received such Collateral Access Agreements from lessors, warehousemen, bailees, and other third persons as Agent may require or has imposed the Rent Reserve with respect to locations where no such Collateral Access Agreement has been obtained by Borrower; (k) Foothill Agent shall have received an opinion of the Obligors' Borrower's counsel in form and substance reasonably satisfactory to Foothill in its sole discretionAgent; (l) after giving effect to the payment The fees and disbursements of fees due to Foothill Kaye, Scholer, Fierman, Hays & Xandler, LLP shall be xxxd on or before account on the Closing Date based on a narrative summary delivered to Agent and the payment Borrower in advance thereof. Fees and disbursements of the "Payoff Amount" (under and as defined in the Payoff Letter) counsel to the Existing Lender, the sum of Borrower's Availability plus Borrower's unrestricted cash and cash equivalents each Lender shall not also be less than Twenty Million Dollars ($20,000,000);paid on account if similarly accompanied by a narrative summary. (m) Foothill shall have received appraisals of the Real Property Collateral and appraisals of the Equipment, in each case satisfactory to Foothill; (n) Foothill shall have completed "field surveys" and location inspections of the Inventory, and the results of each of them shall be satisfactory to Foothill; (o) Foothill shall have completed reference checks regarding key employees and executive officers of Borrower, the results of which shall be satisfactory to Lender; (p) Foothill Agent shall have received satisfactory evidence (which evidence may be in the form of a Certificate of the chief accounting officer or the chief financial officer of Borrower) that all tax returns required to be filed by Borrower have been timely filed and all taxes upon Borrower or its 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; (n) The Plan of Reorganization of Borrower shall be acceptable to Agent and the Bankruptcy Court shall have entered a confirmation order acceptable to Agent and each Lender; (o) The transactions contemplated hereby shall have been approved by the Bankruptcy Court in a final order pursuant to terms and conditions acceptable to Agent; (p) No order modifying the Confirmation Order shall have been entered and no appeal regarding the Confirmation Order shall have been timely filed; (q) Agent shall have received evidence that the effective date of the Plan of Reorganization shall occur contemporaneously with the funding of the transactions contemplated hereby and Agent shall have received a certificate of a senior corporate officer stating that all funding required to occur in order to effectuate such Plan of Reorganization has occurred contemporaneously with the making of the Term Loan and any Advances hereunder; (r) Borrower shall have, after giving effect to the application of loan proceeds as specified in the Plan of Reorganization, including any Advances required to be made in connection therewith, at least $8,000,000 of Availability hereunder. (s) No Material Adverse Change shall have occurred in Borrower's condition or any material change in the value of the Collateral from the date of financial information and projections originally provided to Agent; (t) UCC-3 terminations or amendments as have been requested by Agent shall be delivered to Agent on the Closing Date in appropriate form with all signatures and other information needed for recordation; (u) Agent shall have one or more participants or other lenders committed on the Closing Date to advance at least $22,500,000 (proportionally with respect to Advances and the Term Loans); (v) There shall be a new equity infusion of $16,200,000 acceptable to Agent prior to the Closing Date and there shall be evidence that at least $15,000,000 of pre-existing debt shall have been converted to equity; and (qw) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Foothill Agent and its counsel. 3.2 Conditions Precedent to all Advances, all Letters of Credit, Credit and the Term LoanLoans. The following shall be conditions precedent to all Advances, all Letters of Credit, Credit and the Term Loan Loans hereunder: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations representa tions and warranties relate solely to an earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; and (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any governmental authority against Borrower, Foothillthe Lender Group, or any of their Affiliates.