Master Loan Agency Agreement - Goleta National Bank and Ace Cash Express Inc. - Sample Contracts and Business Forms

Performance Award and Cash Bonus Plan - Transocean Ltd. - Sample Contracts and Business Forms one cle Home Business

and (ii) hereby authorizes the Processor to pay the cash attributable to the

and EPE Shares   Section 2.2 Consideration   Section 2.3 Escrow; Payment of Cash Consideration   Section 2.4

EBITDA, minus 50% of the amount of Unfinanced Capital Expenditures, minus cash income taxes, to

of Payments by Lenders      54    2.14.    Increase in Commitments      54    2.15.    Cash Collateral      57    2.16

Shares............................ 24 5.11 Indemnification of Officers and Directors............... 24 5.12 Cash.................................................... 24 ARTICLE VI. CONDITIONS

of Payments by Lenders      48    2.14 Increase in Commitments      49    2.15 Cash Collateral      50    2.16

Sharing of Payments     61   2.14   Handling of Proceeds of Collateral; Cash Dominion     62   2.15

its borrowings under the Credit and Security Agreement and other cash on hand; (ii) at

Closing Date, including the CBS agreement. Settlement:    The transaction is an all-cash deal. The Properties

permit to be so deposited or credited, to any Collection Account, any cash or cash proceeds other

facility maintained by MGM Grand Hotel Finance Corp., and the Company's existing cash, the Bridge

the benefit of the Purchasers under the Purchase Agreement or other cash on hand;          second, by

the benefit of the Purchasers under the Purchase Agreement or other cash on hand;          second, by

Current Assets" read as follows: "� Available Foreign Cash " means, without duplication, (i) cash and cash equivalents of the

VII   Additional Covenants SECTION 7.01.    Contribution of AOLA Assets    11 SECTION 7.02.    Cash Contribution    11 SECTION 7

Equity and Performance Incentive Plan.      (b) "Accounts" shall mean, collectively, a Participant's Cash Deferred Account, RSU Account

which the failure to be so qualified would have a Material Adverse Effect on the

the relevant period, (3) with adjustments in the case of cash acquisitions in excess

unless otherwise consented to by the Majority Lenders, the Net Cash Proceeds of such

due or to become due).       "Lien" means any mortgage, pledge, lien, security interest, charge, adverse or prior claim, encumbrance

cash interest expense and non-cash stock compensation expense) and net non-cash losses which were included

be made on the Closing Date (other than Contributed Receivables), partially in cash in the

this Agreement, except for such rights as have been duly waived. (k) No Material Adverse Change. Subsequent to

both the singular and plural forms of the terms defined): "Adverse Claim" has the

Related Security with respect thereto, which security interest shall be prior to all other Adverse Claims thereto. From and

the meaning set forth in Section 5.01(b)(iii).   "Additional Rights Payment Cash Flow" shall mean the

restated, and continued in the form set forth below. Each Participant's Cash Account Balance on the

Business and Locations of Collection Records.............................. 7 ------------------------------------------------------ (1) Collections......................................................................... 7 ----------- (m) Material Adverse Effect............................................................. 7 ----------------------- (n) Names

s Statement" has the meaning set forth in Section 2.2(c). "Cash Consideration" means an amount

Seller within ten (10) days after the Parallel Lines Sell-Off Period;     (v)   Retained Cash . Any cash or cash

000. To the extent that the Purchaser does not have sufficient cash or availability under the

Business and Locations of Records............... 8 (l) LockBoxes, Etc............................................ 8 (m) Seller Material Adverse Effect............................ 9 (n) Names

Management Option Spreads for all Class B Shareholders plus (b) the aggregate cash purchase price paid by

individually or in the aggregate, to have a Material Adverse Effect. "Material Adverse Effect

the meaning set forth in the first paragraph of this Agreement. " Cash Purchase Price " has the

Business and Locations of Records............................10 (l) LockBoxes, Etc.........................................................10 (m) Originator Material Adverse Effect.....................................10 (n) Names

of Borrower, except for letters of credit which are fully secured by cash or cash equivalents, (3

the Offering, the public, through the Underwriters, will contribute $        in cash to Atlas

Equipment and Licenses, (d) Furniture and Fixtures, (e) General Intangibles, (f) Inventory, (g) cash and cash

course of business); (v) under capital leases; (vi) with respect to check overdrafts, cash/book overdrafts or otherwise

York or Barbados, are authorized or obligated by law or executive order to close.         " Cash Equivalents " shall mean cash

1) the Issuer will purchase Receivables with a combination of net cash proceeds received by the

under, in and to all of its assets (other than cash and the

each Seller shall be paid by the Company as follows: (i) in cash from the net

is hereby acknowledged, Mylan and DPSI agree as follows: ARTICLE 1 DEFINITIONS       1.1 "Adverse Drug Experience" shall mean

the issued and outstanding capital stock of the Company. " Company Material Adverse Effect " means (i) an

in the form annexed hereto annexed hereto as Exhibit A. 3.2 Cash Payments to Assignor

occurrence or development that could reasonably be expected to have a material adverse effect on the

allowed or allowable in such proceeding) and obligations to provide cash collateral, (iii) all reimbursement

and thereafter Defined as (Cashflow - Maintenance CAPEX (to be defined) - Income Tax Provision - Cash Dividends)/(Cash MGM Grand

share. The contingent payment shall be in the form of cash if the shares

prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from

by the related Seller to Custodian in connection with each Cash Window Transaction. "Cash Window

as a result of any defective or rejected goods or services, any cash discount or any other

means a law, order, ruling, rule, regulation, writ, assessment, injunction, judgment or decree. (k) " Material Adverse Effect " means the

terminate if, in Bank's sole discretion, there has been a material adverse change in the

the purpose of securing and enforcing any item thereof; (H) (i) all cash held as cash collateral

interest in all assets of Borrower, now owned or hereafter acquired, including cash, accounts receivable, inventory, machinery

entirety as follows:   "" Liquidity ": at any time, the aggregate amount of Qualified Cash held at such time

assets (gross or net), return on investment, return on capital, or return on shareholder equity; (17) cash flow, free cash flow

transaction referred to in this Section 2(e) shall be the cash or the value

Administrative Committee: The Administrative Committee as provided for herein. <PAGE> 2.3 Adverse Tax Effect: Any reduction

3.04 . Governmental Approvals     28   Section 3.05 . Financial Statements     28   Section 3.06 . No Material Adverse Change     28   Section 3

i SECTION 3.03.    Governmental Approvals; No Conflicts    63 SECTION 3.04.    Financial Condition; No Material Adverse Change    64 SECTION 3

Bank of America or an Affiliate thereof, as administrator for any Conduit Assignee. "ADVERSE CLAIM" means a

a merger or consolidation with such other Person and whether for cash, property, services, assumption of

LLC, a Delaware limited liability company, and any successor thereto. "Buyer Material Adverse Effect" means a

under Swap Agreements, as defined in the Credit Agreement), chattel paper, documents, instruments, cash and noncash

Collection Account or European Concentration Account) or such other Person as may be entitled thereto any cash collections or other cash

the properties or assets of the Acquiring Party. 7 <PAGE> ARTICLE IV IVANHOE CASH PAYMENT AND PARTIES

of the following items (described in the Stock Option Agreement):      x     By cash or check      x     Pursuant

the Transaction, the Company shall pay to Consultant a cash fee equal (i) Fifty

exist no litigation which could reasonably be expected to have a material adverse effect on the

under the Uniform Commercial Code or comparable law of any jurisdiction. (g) "Material Adverse Effect" means a

Units . Senior Partner Units (" SPUs ") issued under this Plan will entitle holders to receive cash distributions from AIG, subject

of the following items (described in the Stock Option Agreement):      x       By cash or check      x       Pursuant

of the following items (described in the Stock Option Agreement):     x       By cash or check         x       Pursuant

Designated Assets" means the following assets of the Subsidiaries: (i) All cash, cash equivalents and

obligations that would prohibit you from performing your duties for the Company. 2. Cash Compensation . (a) Base

obligations that would prohibit you from performing your duties for the Company. 2. Cash Compensation . (a) Base

61    Section 3.03.    Governmental Approvals; No Conflicts      61    Section 3.04.    Financial Condition; No Material Adverse Change      62    Section 3

obligations that would prohibit you from performing your duties for the Company. 2. Cash Compensation . (a) Base

stock (“Underwater Options”) (ii) Full Credit Payments (as defined below) that are payable in cash, (iii) non-cash Full

which breach or default could reasonably by expected to have a material adverse effect on the

of the following items (described in the Stock Option Agreement):     x       By cash or check     x       Pursuant

where the failure to be so qualified would have a material adverse effect on the

of the Company. The consideration for the shares shall be cash, tangible or intangible property

Directors and paid by the Corporation shall be payable in cash. (v) Restriction on Dividend

accepted where prohibited by law. However, it is usually permissible to accept <PAGE> non-cash gifts of nominal

share. The contingent payment shall be in the form of cash if the shares

thereunder. 5. Compensation.   5.1 Retainer . The Corporation shall pay Director a cash retainer of thirty

the right to receive on the Closing Date the cash consideration per Share set

DBC Assets (as defined below), and agrees to make the cash payments to the

Undisclosed Liabilities.......................................... 18 Section 4.09. Receivables......................................................... 18 Section 4.10. Absence of Material Adverse Change; Conduct of

paid to the extent assets are legally available therefor either in cash or in Common

Board of Directors, but only out of funds that are legally available therefor, cash dividends at the

that all restricted stock units, performance-based restricted stock units, and long-term incentive cash programs ("Long-Term Incentives

that all restricted stock units, performance-based restricted stock units, and long-term incentive cash programs ("Long-Term Incentives