Common use of Conditions Precedent to the Loan Clause in Contracts

Conditions Precedent to the Loan. The obligation of the Lender to disburse the Initial Advance and to fund the Certificate of Deposit shall be subject to satisfaction of the following conditions, unless waived in writing by the Lender: (a) all legal matters and all Transaction Documents incident to the transactions contemplated hereby shall be reasonably satisfactory, in form and substance, to Lender's counsel; (b) the Lender shall have received (i) certificates by an authorized officer or representative of Borrower upon which the Lender may conclusively rely until superseded by similar certificates delivered to the Lender, certifying that (1) all requisite action taken in connection with the transactions contemplated hereby has been duly authorized and (2) the names, signatures, and authority of Borrower’s authorized signers executing the Loan Documents, and (ii) such other documents as the Lender may reasonably require to be executed by, or delivered on behalf of, Borrower; (c) the Lender shall have received the Note with all blanks appropriately completed, executed by an authorized signer for Borrower; (d) Borrower shall have maintained its financial condition in a manner satisfactory to the Lender (it being understood that Borrower has ceased operations, is currently without funds other than the Loan and that the Loan will not, unless the transactions contemplated by the Asset Purchase Agreement are consummated, satisfy all of Borrower’s known creditors’ claims), and no material adverse change shall have occurred in Borrower’s financial condition or prospects; (f) the Financing Statement shall be assigned of record to the Lender; and (g) the Lender shall have received written instructions from the Borrower with respect to disbursement of the proceeds of the Loan then disbursable hereunder.

Conditions Precedent to the Loan. The obligation of the Lender to disburse make the Initial Advance and to fund the Certificate of Deposit shall be Loan is subject to satisfaction of the following conditions, unless waived in writing by condition precedent that the Lender: (a) all legal matters and all Transaction Documents incident to the transactions contemplated hereby Lender shall be reasonably satisfactoryhave received, in form and substance, to Lender's counsel; (b) the Lender shall have received (i) certificates by an authorized officer or representative of Borrower upon which the Lender may conclusively rely until superseded by similar certificates delivered to the Lender, certifying that (1) all requisite action taken in connection with the transactions contemplated hereby has been duly authorized and (2) the names, signatures, and authority of Borrower’s authorized signers executing the Loan Documents, and (ii) such other documents as the Lender may reasonably require to be executed by, or delivered on behalf of, Borrower; (c) the Lender shall have received the Note with all blanks appropriately completed, executed by an authorized signer for Borrower; (d) Borrower shall have maintained its financial condition in a manner substance satisfactory to the Lender (it being understood that Borrower has ceased operationsand its counsel, is currently without funds the following: this Agreement, the Note, the Security Documents and the other than the Loan and that the Loan will notDocuments, unless the transactions contemplated duly executed by the Asset Purchase Agreement are consummated, satisfy all Borrower; a certificate of Borrower’s known creditors’ claims), and no material adverse change shall have occurred in Borrower’s financial condition the Secretary or prospects; (f) the Financing Statement shall be assigned an Assistant Secretary of record to the Lender; and (g) the Lender shall have received written instructions from the Borrower with respect to disbursement resolutions of the proceeds Board of Directors authorizing the execution and delivery of this Agreement, the Note, the Security Documents and the other Loan Documents and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers; the certificate of incorporation of the Borrower and all amendments and supplements thereto, filed in the office of the Secretary of State of Delaware, each certified by said Secretary of State as being a true and correct copy thereof; the Bylaws of the Borrower and all amendments and supplements thereto, certified by the Secretary or an Assistant Secretary as being a true and correct copy thereof; a certificate of the Secretary of State of Delaware, as to the Borrower's legal existence and good standing in such state and listing all documents on file in the office of said Secretary of State and certificates of the Secretary of State of Alabama as to the Borrower's qualification and good standing as a foreign corporation in such state; documentary evidence acceptable to Lender as to the tax good standing of the Borrower in Delaware and Alabama; opinions of counsel addressed to Lender from counsel to the Borrower, substantially in the form of Exhibit F hereto; appraisals of the Collateral; documentary evidence of compliance by the Collateral with all zoning, environmental and other applicable laws; such evidence shall include, without limitation, a recent environmental audit of the property encumbered by the Real Property Security Instrument (a complete Phase I Environmental Assessment shall be performed on all of the property encumbered by the Real Property Security Instrument; Lender shall review all environmental information submitted by the Borrower and may request additional information to determine if additional Environmental Assessments beyond the scope of the Phase I need to be performed on any portion of the said property; Funding of the Loan then disbursable hereunder.shall not occur until the Lender is fully satisfied, in Lender's absolute and sole discretion, that all existing environmental concerns and planned remediation on the said property will not materially affect the Borrower's operations); documentary evidence of the insurance coverage required pursuant to the Loan Documents; Uniform Commercial Code, judgment, tax and such other lien searches deemed appropriate by Lender's counsel; pro forma title policy insuring the lien of the Real Property Security Instrument together with escrow instructions binding the title insurer to issue a title insurance policy in such form; survey of the property encumbered by the Real Property Security Instrument; such other documents, and completion of such other matters, as counsel for the Lender may deem necessary or appropriate; payment of an administrative fee equal to one percent (1%) of the aggregate principal amount of the Loan; payment of all expenses incurred by Lender in connection with the closing of the Loan; and

Conditions Precedent to the Loan. The obligation of the Lender to disburse the Initial Advance and to fund the Certificate of Deposit shall be subject to satisfaction of the following conditions, unless waived in writing by the Lender: (a) all legal matters and all Transaction Documents incident to the transactions contemplated hereby shall be reasonably satisfactory, in form and substance, to Lender's counsel; (b) the Lender shall have received (i) certificates by an authorized officer or representative of Borrower upon which the Lender may conclusively rely until superseded by similar certificates delivered to the Lender, certifying that (1) all requisite action taken in connection with the transactions contemplated hereby has been duly authorized and (2) the names, signatures, and authority of Borrower’s authorized signers executing the Loan Documents, and (ii) such other documents as the Lender may reasonably require to be executed by, or delivered on behalf of, Borrower; (c) the Lender shall have received the Note with all blanks appropriately completed, executed by an authorized signer for Borrower; (d) Borrower shall have maintained its financial condition in a manner satisfactory to the Lender (it being understood that Borrower has ceased operations, is currently without funds other than the Loan and that the Loan will not, unless the transactions contemplated by the Asset Purchase Agreement are consummated, satisfy all of Borrower’s known creditors’ claims), and no material adverse change shall have occurred in Borrower’s financial condition or prospects; (f) the Financing Statement shall be assigned of record to the Lender; and (g) the Lender shall have received written instructions from the Borrower with respect to disbursement of the proceeds of the Loan then disbursable hereunder. 7 5.

Conditions Precedent to the Loan. The Bank’s obligation of the Lender to disburse the Initial Advance and to fund the Certificate of Deposit Loan under this Credit Facility Agreement shall be subject to compliance with all the following conditions precedent, which, as established for the benefit of the Bank, may be waived by the Bank at its sole discretion: One. - That the Bank shall have received, at least one Bank Business Day in advance to the disbursement date under the Loan, the corresponding Disbursement Request, in the terms and under the conditions set forth in the second clause hereof, and according to the tenor of the document identified as Annex A referred to in section two hereof; Two. – That on the disbursement date of the Loan none of the events described in Section Eleven hereof shall have occurred nor continue Three. -That the Debtor, on the Loan disbursement date, is not in default or simple delay in the fulfillment of its payment obligations to the Bank, irrespective of the nature, cause or origin thereof; Four. - That, prior to, or concurrently with, the Loan disbursement, the Debtor issues a Promissory Note to the order and satisfaction of the following conditions, unless waived Bank in writing by the Lender: (a) all legal matters form and all Transaction Documents incident under the conditions set forth in section Eight below; Five. - That the Debtor provides to the transactions contemplated hereby shall Bank of the corresponding Stamp Tax to be reasonably satisfactorypaid in accordance with the law, in form and substancethe manner set forth in section Eight below; Six. - That, to Lender's counsel; (b) the Lender shall have received (i) certificates by an authorized officer or representative of Borrower upon which the Lender may conclusively rely until superseded by similar certificates delivered prior to the Lender, certifying that (1) all requisite action taken in connection with the transactions contemplated hereby has been duly authorized and (2) the names, signatures, and authority disbursement of Borrower’s authorized signers executing the Loan Documents, and (ii) such other documents as the Lender may reasonably require to be executed by, or delivered on behalf of, Borrower; (c) the Lender shall have received the Note with all blanks appropriately completed, executed by an authorized signer for Borrower; (d) Borrower shall have maintained its financial condition in a manner satisfactory to the Lender (it being understood that Borrower has ceased operations, is currently without funds other than the Loan and in the relevant Disbursement Request, the Debtor certifies that the Loan will not, unless the transactions contemplated representations and warranties made by the Asset Purchase Agreement are consummated, satisfy all of Borrower’s known creditors’ claims)Debtor hereunder remain valid and shall continue to be valid, and no material adverse change shall have occurred in Borrower’s financial condition or prospectsthat such representations and warranties are correct and true as of the Disbursement Date as if they had been made by the Debtor on that date; (f) and Seven. -That all fees, commissions and expenses that the Financing Statement shall be assigned of record Debtor must pay to the Lender; and (g) Bank hereunder are duly paid on the Lender shall have received written instructions from Loan disbursement date, which may be deducted by the Borrower with respect to Bank at the moment of the disbursement of the proceeds of the Loan then disbursable hereunderLoan.

Conditions Precedent to the Loan. The Bank’s obligation of the Lender to disburse the Initial Advance and to fund the Certificate of Deposit Loan under this Credit Facility Agreement shall be subject to compliance with all the following conditions precedent, which, as established for the benefit of the Bank, may be waived by the Bank at its sole discretion: One. - That the Bank shall have received, at least one Bank Business Day in advance to the disbursement date under the Loan, the corresponding Disbursement Request, in the terms and under the conditions set forth in the second clause hereof, and according to the tenor of the document identified as Xxxxx A referred to in section two hereof; Two. – That on the disbursement date of the Loan none of the events described in Section Eleven hereof shall have occurred nor continue Three. -That the Debtor, on the Loan disbursement date, is not in default or simple delay in the fulfillment of its payment obligations to the Bank, irrespective of the nature, cause or origin thereof; Four. - That, prior to, or concurrently with, the Loan disbursement, the Debtor issues a Promissory Note to the order and satisfaction of the following conditions, unless waived Bank in writing by the Lender: (a) all legal matters form and all Transaction Documents incident under the conditions set forth in section Eight below; Five. - That the Debtor provides to the transactions contemplated hereby shall Bank of the corresponding Stamp Tax to be reasonably satisfactorypaid in accordance with the law, in form and substancethe manner set forth in section Eight below; Six. - That, to Lender's counsel; (b) the Lender shall have received (i) certificates by an authorized officer or representative of Borrower upon which the Lender may conclusively rely until superseded by similar certificates delivered prior to the Lender, certifying that (1) all requisite action taken in connection with the transactions contemplated hereby has been duly authorized and (2) the names, signatures, and authority disbursement of Borrower’s authorized signers executing the Loan Documents, and (ii) such other documents as the Lender may reasonably require to be executed by, or delivered on behalf of, Borrower; (c) the Lender shall have received the Note with all blanks appropriately completed, executed by an authorized signer for Borrower; (d) Borrower shall have maintained its financial condition in a manner satisfactory to the Lender (it being understood that Borrower has ceased operations, is currently without funds other than the Loan and in the relevant Disbursement Request, the Debtor certifies that the Loan will not, unless the transactions contemplated representations and warranties made by the Asset Purchase Agreement are consummated, satisfy all of Borrower’s known creditors’ claims)Debtor hereunder remain valid and shall continue to be valid, and no material adverse change shall have occurred in Borrower’s financial condition or prospectsthat such representations and warranties are correct and true as of the Disbursement Date as if they had been made by the Debtor on that date; (f) and Seven. -That all fees, commissions and expenses that the Financing Statement shall be assigned of record Debtor must pay to the Lender; and (g) Bank hereunder are duly paid on the Lender shall have received written instructions from Loan disbursement date, which may be deducted by the Borrower with respect to Bank at the moment of the disbursement of the proceeds of the Loan then disbursable hereunderLoan.