Common use of First Loan Clause in Contracts

First Loan. As conditions precedent to any Lender's obligation to make the first Loan hereunder: (1) The Company shall have delivered, or shall have caused to be delivered, to the Administrative Agent, in form and substance satisfactory to the Administrative Agent and its counsel, each of the following (with sufficient copies for each of the Lenders): (i) A duly executed copy of this Agreement; (ii) A duly executed copy of the Security Agreement, of each of the Guaranties and of the Subordination Agreement; (iii) Duly executed copies of each of the Notes; (iv) Duly executed copies of all financing statements and other documents, instruments and agreements, properly executed, deemed necessary or appropriate by the Collateral Agent, in its reasonable discretion, to obtain for the Collateral Agent on behalf of the Lenders a perfected, first priority security interest in and lien upon the Collateral; (v) Such credit applications, financial statements, authorizations and such information concerning the Company or any of the Guarantors or the business, operations and conditions (financial and otherwise) of the Company or any of the Guarantors as any Lender may reasonably request; (vi) Certified copies of resolutions of the Board of Directors of each of the Company and the Guarantors approving the execution and delivery of the Credit Documents to which such Person is a party, the performance of the Obligations and any other obligations thereunder and the consummation of the transactions contemplated thereby; (vii) A certificate of the Secretary or an Assistant Secretary of each of the Company and the Guarantors certifying the names and true signatures of the officers of such Person authorized to execute and deliver the Credit Documents to which such Person is a party; (viii) A copy of the Articles of Incorporation of each of the Company and the Guarantors, certified by the respective Secretary or an Assistant Secretary of such Person as of the date of this Agreement as being accurate and complete; (ix) A copy of the Bylaws of each of the Company and the Guarantors, certified by the respective Secretary or an Assistant Secretary of such Person as of the date of this Agreement as being accurate and complete; (x) A certificate (A) of the Secretary of State of the State of South Carolina, certifying as of a recent date that the Company is in good standing; (B) of the Secretary of State of South Carolina, certifying as of a recent date that EFC is in good standing; (C) of the Secretary of State of the State of South Carolina, certifying as of a recent date that EGI is in good standing; and (D) of the Secretary of State of the State of South Carolina, certifying as of a recent date that CII is in good standing; (xi) An opinion of counsel for the Company and the Guarantors substantially in the form of Exhibit D attached hereto and covering such other matters as the Administrative Agent may reasonably request; (xii) Evidence satisfactory to the Administrative Agent that each of the Funding Account and the Settlement Account has been opened; (xiii) A duly completed Borrowing Base Schedule dated as of the date of the first Loan hereunder and certified by the Company to be true in all respects; (xiv) A Covenant Compliance Certificate demonstrating in detail satisfactory to the Administrative Agent and the Lenders that (A) the Company is in compliance with the covenants set forth in Paragraphs 7(j) and 7(k) below, (B) EGI is in compliance with the covenants set forth in Paragraphs 11(l) and 11(m) of the Parent Guaranty to which EGI is a party, and (C) CII is in compliance with the covenants set forth in Paragraph 11(l) of the Affiliate Guaranty; and (xv) A written selection by the Company of either the Applicable Corporate Base Rate or the Applicable Fed Funds Rate as the Alternate Base Rate. (2) All acts and conditions (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened precedent to the execution, delivery and performance of the Credit Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in due and strict compliance with all applicable laws. (3) All documentation, including, without limitation, documentation for corporate and legal proceedings in connection with the transactions contemplated by the Credit Documents shall be satisfactory in form and substance to the Administrative Agent and its counsel. (4) All fees required to be paid on or before the date hereof pursuant to Paragraph 2(r) above shall have been paid prior to (or will be paid concurrently with) the making of the first Loan hereunder. (5) The Company shall have delivered to the Administrative Agent a true and complete copy of the CII Management Agreement duly executed by all parties thereto.

First Loan. As conditions precedent to any Lender's obligation to make the Effective Date and the funding of the first Loan hereunder: : (1) The Company There shall have delivered, or shall have caused to be delivered, been delivered to the Lead Administrative Agent, in form and substance and in quantities reasonably satisfactory to the Administrative Agent Lenders and its their counsel, each of the following (with sufficient copies for each of the Lenders): following: (i) A duly executed copy of this Agreement; ; (ii) A duly executed copy of the Security Agreement, of each of the Guaranties Guaranty and of the Subordination Agreement; ; (iii) Duly A duly executed copies of each copy of the Notes; Fee Letter; (iv) Duly executed copies of all financing statements and other documents, instruments and agreements, properly executed, deemed necessary or appropriate by the Collateral Agent, in its reasonable discretion, to obtain for the Collateral Agent on behalf of the Lenders a perfected, first priority security interest in and lien upon the Collateral; (v) Such credit applications, financial statements, pro forma financial statements, authorizations and such information concerning the Company or any of the Guarantors or the and its business, operations and conditions condition (financial and otherwise) of as the Company Lead Administrative Agent or any of the Guarantors as any Lender may reasonably request; ; (viv) Certified copies of resolutions of the Board Boards of Directors of each of the Company and the Guarantors Parent approving the execution and delivery of all documents required to be delivered by the Credit Documents to which such Person is a party, the performance of the Obligations and any other obligations thereunder Company and the consummation of the transactions contemplated thereby; Parent hereunder; (viivi) A certificate Certificates of the Secretary or an Assistant Secretary of each of the Company and the Guarantors Parent certifying the names names, incumbency and true signatures of the officers of such Person authorized to execute and deliver the Credit Documents to which such Person is a party; (viii) A copy of the Articles of Incorporation of each of the Company and the Guarantors, certified Parent authorized to sign the documents required to be executed and delivered by the respective Secretary or an Assistant Secretary of such Person as of the date of this Agreement as being accurate and complete; (ix) A copy of the Bylaws of each of the Company and the Guarantors, certified by the respective Secretary or an Assistant Secretary of such Person as of the date of this Agreement as being accurate and complete; (x) A certificate (A) of the Secretary of State of the State of South Carolina, certifying as of a recent date that the Company is in good standingParent hereunder; (B) of the Secretary of State of South Carolina, certifying as of a recent date that EFC is in good standing; (C) of the Secretary of State of the State of South Carolina, certifying as of a recent date that EGI is in good standing; and (D) of the Secretary of State of the State of South Carolina, certifying as of a recent date that CII is in good standing; (xivii) An opinion of counsel for the Company and the Guarantors substantially Parent (which counsel may be in-house counsel) in form and substance satisfactory to the Lenders and covering such matters as the Lenders may reasonably request; (viii) A certificate of an executive officer of each of the Company and the Parent in the form of Exhibit D that attached hereto and covering such other matters as the Administrative Agent may reasonably request; (xii) Evidence satisfactory to the Administrative Agent that each of the Funding Account and the Settlement Account has been opened; (xiii) Exhibit A duly completed Borrowing Base Schedule dated as of the date of the first Loan hereunder this Agreement; and certified by the Company to be true in all respects; (xivix) A Covenant Compliance Certificate Certificate, dated as of February 28, 1998, for each of the Company and the Parent demonstrating in detail satisfactory to the Administrative Agent and Lenders the Lenders that (A) the Company is in Company's compliance with the covenants set forth in Paragraphs 7(j10(g), 10(i) and 7(k10(j) below, (B) EGI is in and the Parent's compliance with the financial covenants set forth in Paragraphs 11(l11(d) and 11(m) of the Parent Guaranty to which EGI is a party, and (C) CII is in compliance with the covenants set forth in Paragraph 11(l) of the Affiliate Guaranty; and (xv) A written selection by the Company of either the Applicable Corporate Base Rate or the Applicable Fed Funds Rate as the Alternate Base Rate. (2) All acts and conditions (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened precedent to the execution, delivery and performance of the Credit Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in due and strict compliance with all applicable laws. (3) All documentation, including, without limitation, documentation for corporate and legal proceedings in connection with the transactions contemplated by the Credit Documents shall be satisfactory in form and substance to the Administrative Agent and its counsel. (4) All fees required to be paid on or before the date hereof pursuant to Paragraph 2(r) above shall have been paid prior to (or will be paid concurrently with) the making of the first Loan hereunder. (5) The Company shall have delivered to the Administrative Agent a true and complete copy of the CII Management Agreement duly executed by all parties thereto.11(e)

First Loan. As conditions precedent to any Lender's obligation to make the funding of the first Loan hereunder: (1) The Company shall have delivered, delivered or shall have caused to be delivered, had delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, each of the following (with sufficient copies for each of the Lenders): (i) A duly executed copy of this Agreement; (ii) A duly executed copy of the Security Agreement, of each of Stock Pledge Agreement and the Guaranties and of the Subordination Agreementother Initial Collateral Documents; (iii) Duly The Negative Pledge Agreement, duly executed copies of by each of the NotesPledged Subsidiaries; (iv) Duly executed Certified copies of all financing statements and other documents, instruments and agreements, properly executed, deemed necessary or appropriate by the Collateral Agent, in its reasonable discretion, to obtain for the Collateral Agent on behalf resolutions of the Lenders a perfected, first priority security interest in Board of Directors of the Company approving the execution and lien upon delivery of the CollateralLoan Documents to which the Company is party; (v) Such credit applications, financial statements, authorizations and such information concerning the Company or any A certificate of the Guarantors Secretary or the business, operations and conditions (financial and otherwise) an Assistant Secretary of the Company or any certifying the names and true signatures of the Guarantors as any Lender may reasonably requestofficers of the Company authorized to sign the Loan Documents to which the Company is party; (vi) Certified copies of resolutions of the Board Boards of Directors of each of the Company and the Guarantors Pledged Subsidiaries approving the execution and delivery of the Credit Documents Negative Pledge Agreement to which be executed by such Person is a party, the performance of the Obligations and any other obligations thereunder and the consummation of the transactions contemplated therebyPledged Subsidiary; (vii) A certificate of the Secretary or an Assistant Secretary of each of the Company and the Guarantors Pledged Subsidiaries certifying the names and true signatures of the officers officer(s) of such Person the Pledged Subsidiary authorized to execute and deliver sign the Credit Documents Negative Pledge Agreement to which be executed by such Person is a partyPledged Subsidiary; (viii) A copy of the Articles Certificate of Incorporation of each of the Company and the GuarantorsCompany, certified by the respective Secretary or an Assistant Secretary of such Person State of the State of Delaware as of the date of this Agreement as being accurate and completea recent date; (ix) A copy of the Bylaws of each of the Company Certificate of Incorporation and Bylaws of the GuarantorsCompany, certified by the respective Secretary or an Assistant Secretary of such Person the Company as of the date of this Agreement as being accurate and complete; (x) A certificate (A) of good standing or status of the Company from the Secretary of State of the State States of South Carolina, certifying Delaware and California as of a recent date that the Company is in good standing; (B) of the Secretary of State of South Carolina, certifying as of a recent date that EFC is in good standing; (C) of the Secretary of State of the State of South Carolina, certifying as of a recent date that EGI is in good standing; and (D) of the Secretary of State of the State of South Carolina, certifying as of a recent date that CII is in good standingdate; (xi) An opinion of counsel for the Company and the Guarantors substantially in the form of Exhibit D attached hereto and covering such other matters as the Administrative Agent may reasonably request; (xii) Evidence satisfactory to the Administrative Agent that each of the Funding Account and the Settlement Account has been opened; (xiii) A Closing Certificate, duly completed Borrowing Base Schedule executed by an Authorized Officer, dated as of the date of the first Loan hereunder hereunder, confirming the accuracy and certified completeness of the representations and warranties of the Company set forth in the Loan Documents and the fact that there does not exist a Potential Default or an Event of Default; (xii) A Financial Covenant Compliance Certificate, duly executed by an Authorized Officer, dated at and as of June 30, 1998 and evidencing compliance by the appropriate Persons with the requirements of Paragraphs 9(g)(3), 9(g)(4), 9(g)(5), 9(g)(7), 9(g)(8), 9(j), 9(k), 9(l), 9(m), 9(n), 9(o) and 9(p) below; (xiii) An opinion of Straxxxxx Xxxcx Xxxlxxx & Rautx, xxunsel to the Company to be true in all respectsand the Pledged Subsidiaries; (xiv) A Covenant Compliance Certificate demonstrating For each of the Pledged Subsidiaries, consents to the pledge of the Pledged Shares thereof (or written waiver of the requirement for any such consent) from the Applicable Insurance Regulatory Authority, in detail form and substance to the Agent and the Lenders, or other evidence, including without limitation, an opinion of counsel to the Company and the Pledged Subsidiaries satisfactory to the Administrative Agent and the Lenders, that such filing or waiver is not required; (xv) Evidence satisfactory to the Agent and the Lenders that (A) upon the funding of the first Loan, all Indebtedness of the Company is to Sanwa with respect to the Existing Bridge Facility shall have been paid in compliance with full, the covenants set forth credit facility evidenced thereby terminated and any and all Liens in Paragraphs 7(j) and 7(k) below, (B) EGI is in compliance with favor of Sanwa securing the covenants set forth in Paragraphs 11(l) and 11(m) of the Parent Guaranty to which EGI is a party, and (C) CII is in compliance with the covenants set forth in Paragraph 11(l) of the Affiliate GuarantyExisting Bridge Facility released; and (xvxvi) A written selection The Agent's Fee Letter, duly executed by the Company of either the Applicable Corporate Base Rate or the Applicable Fed Funds Rate as the Alternate Base RateCompany. (2) The Agent shall have delivered to the Company and each of the Lenders the initial Commitment Schedule, which shall be acceptable to the Company and each of the Lenders. (3) All acts and conditions (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened precedent to the execution, delivery and performance of the Credit Loan Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in due and strict compliance with all applicable laws. (34) All documentation, including, without limitation, documentation for corporate and legal proceedings in connection with the transactions contemplated by the Credit Documents Loan Documents, shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel. (4) All fees required to be paid on or before the date hereof pursuant to Paragraph 2(r) above shall have been paid prior to (or will be paid concurrently with) the making of the first Loan hereunder. (5) The Company shall have delivered to the Administrative Agent a true and complete copy of the CII Management Agreement duly executed by all parties thereto.

First Loan. As conditions precedent to any Lender's obligation to make fund the first Loan hereunder: (1) The Company shall have delivered, delivered or shall have caused to be delivered, had delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent Lenders and its their counsel, each of the following (with sufficient copies for each of the Lenders):following: (i) A duly executed copy of this Agreement; (ii) A duly executed copy of the Security Agreement, of each of the Guaranties and of the Subordination Agreement; (iii) Duly executed copies originals of each of the Notes; (iv) Duly executed copies of all financing statements and other documents, instruments and agreements, properly executed, deemed necessary or appropriate by the Collateral Administrative Agent, in its reasonable discretion, to obtain for create and/or continue in favor of the Collateral Agent on behalf for the pari passu benefit of the Lenders a perfected, first priority perfected security interest in and lien upon the Collateral; (v) Such credit applications, financial statements, authorizations and such information concerning the Company or any of the Guarantors or the business, operations and conditions (financial and otherwise) of the Company or any of the Guarantors as any Lender may reasonably request; (vi) Certified copies of resolutions of the Board of Directors of each of the Company and the Guarantors approving the execution and delivery of the Credit Documents to which such Person is a partyLoan Documents, the performance of the Obligations and any other obligations thereunder and the consummation of the transactions contemplated thereby; (viivi) A certificate of the Secretary or an Assistant Secretary of each of the Company and the Guarantors certifying the names and true signatures of the officers of such Person the Company authorized to execute and deliver the Credit Documents to which such Person is a partyLoan Documents; (vii) [Intentionally Omitted] (viii) A copy of the Articles of Incorporation of each of the Company and the GuarantorsCompany, certified by the respective Secretary or an Assistant Secretary of such Person State of the State of California as of the date of this Agreement as being accurate and completea recent date; (ix) A copy of the Bylaws of each of the Company and the GuarantorsCompany, certified by the respective Secretary or an Assistant Secretary of such Person the Company as of the date of this Agreement as being accurate and complete; (x) A certificate (A) of the Secretary of State of the State of South Carolina, California certifying as of a recent date that the Company is in good standing; (B) of the Secretary of State of South Carolina, certifying standing as of a recent date that EFC is in good standing; (C) of the Secretary of State of the State of South Carolina, certifying as of a recent date that EGI is in good standing; and (D) of the Secretary of State of the State of South Carolina, certifying as of a recent date that CII is in good standingdate; (xi) An opinion A certificate of counsel for an executive officer of the Company and the Guarantors substantially in the form of that attached hereto as Exhibit D attached hereto and covering such other matters as the Administrative Agent may reasonably request; (xii) Evidence satisfactory to the Administrative Agent that each of the Funding Account and the Settlement Account has been opened; (xiii) A duly completed Borrowing Base Schedule dated as of the date of the first Loan hereunder and certified by the Company to be true in all respectsthis Agreement; (xivxii) A Covenant Compliance Certificate certificate of a Responsible Financial Officer of the Company, demonstrating in detail satisfactory to the Administrative Agent and the Lenders that (A) the Company is in Company's compliance with the financial covenants set forth in Paragraph 10(m) below at and as of December 31, 1998 and the financial covenants set forth in Paragraphs 7(j10(i), (j), (k) and 7(k(1) belowat and as of April 30, 1999; (Bxiii) EGI is A Loan Request requesting Loans hereunder in compliance with the covenants set forth in Paragraphs 11(l) and 11(m) an amount not less than all Indebtedness of the Parent Guaranty to which EGI is a party, and (C) CII is in compliance with Company under the covenants set forth in Paragraph 11(l) of the Affiliate GuarantyExisting Credit Facilities as if such date; and (xvxiv) A written selection by Evidence reasonably satisfactory to the Administrative Agent that upon the funding of the first Loan hereunder all Indebtedness of the Company of either outstanding under the Applicable Corporate Base Rate or Existing Credit Facility will be paid in full and the Applicable Fed Funds Rate as the Alternate Base Ratecredit facility evidenced thereby terminated. (2) All acts and conditions precedent (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened precedent prior to the execution, delivery and performance of the Credit Loan Documents and to constitute the same legal, valid and binding obligationsobligations of the Company, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in due and strict compliance with all applicable laws. (3) All documentation, including, without limitation, documentation for corporate and legal proceedings in connection with the transactions contemplated by the Credit Documents Loan Documents, shall be satisfactory in form and substance to the Administrative Agent Lenders and its their counsel. (4) All fees required to be paid on or before the date hereof pursuant to Paragraph 2(r40) above on the Effective Date shall have been paid prior to (or will be paid concurrently with) the making of the first Loan hereunderpaid. (5) The Company shall have delivered to the Administrative Agent a true and complete copy of the CII Management Agreement duly executed by all parties thereto.