Common use of Conditions to Lending Clause in Contracts

Conditions to Lending. (a) The obligation of the Lender to make the Loans is subject to the Lender's receipt of the following, each dated the date of the initial Loan or as of an earlier date acceptable to the Lender, in form and substance satisfactory to the Lender and its counsel: (i) completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall deem necessary or desirable; (ii) Uniform Commercial Code financing statements (Form UCC-1) duly executed by the Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of the security interests granted to it hereunder in the Collateral; (iii) a Note duly executed by the Borrower evidencing the amount of such Loan; (iv) a Collateral Access Agreement duly executed by the lessor or mortgagee, as the case may be, of each premises where the Collateral is located; (v) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured; (vi) a copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that the copy of the resolutions is true, complete, and accurate, that such resolutions have not been amended or modified since the date of such certification and are in full force and effect and (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (vii) an Intellectual Property Security Agreement duly executed by the Borrower specifically identifying and granting to the Lender a security interest in all of Borrower's intellectual property; and

Conditions to Lending. (a) The Section 3.01: As a condition precedent to the obligation of the Lender to make any Advances hereunder, Borrower shall have delivered the Loans is subject following documents to Lender: a. The Note, duly executed by Borrower; b. The Security Agreements, duly executed by Borrower and the Lender's receipt related Financing Statements covering the collateral described therein; c. Current audited financial statements of the followingBorrower, each dated the date of the initial Loan or as of an earlier date acceptable to the Lenderprepared in accordance with GAAP, consistently applied, in form and substance satisfactory acceptable to Lender, for the Lender 2004, 2005, and its counsel:2006 calendar years; (i) completed requests d. Certificate or policy for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming insurance required to be maintained by Borrower under the Borrower Loan Documents; e. Copy of the resolutions adopted by all of the shareholders and directors of Borrower, authorizing and directing the execution of this Agreement and any documents and instruments incidental thereto; f. Copies of the Articles of Incorporation, Bylaws, and any Shareholder/Buy-Sell Agreement of Borrower, currently certified as debtor correct by an officer of Borrower; g. Certificate of Good Standing, or other acceptable evidence establishing Borrower’s good standing, from the Minnesota Secretary of State; h. Searches for state and federal tax liens, bankruptcies, and judgments against Borrower, in form and substance acceptable to Lender; i. Landlord waivers, in form and substance acceptable to Lender, from the landlord with respect to any and all tax lien, judgment, leases for which Borrower is a tenant and litigation searches for the Borrower with respect to any and all locations at which any Collateral (as the Lender shall deem necessary or desirable; (ii) Uniform Commercial Code financing statements (Form UCC-1) duly executed by the Borrower (naming the Lender as secured party and the Borrower as debtor and defined in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority any of the security interests granted to it hereunder in Loan Documents) is currently located, or will be located during the Collateral; (iii) a Note duly executed by term of the Borrower evidencing the amount of such Loan; (iv) a Collateral Access Agreement duly executed j. A Certification by the lessor or mortgageeSecretary of Borrower, in form and substance acceptable to Lender, certifying that the resolutions of Borrower authorizing Borrower to enter into the Loan and the Loan Documents are truthful and accurate, and that Xxxxx X. Xxxxxxxx, as Chief Executive Officer of Borrower, has been duly authorized and directed to execute the case Loan Documents on behalf of Borrower; k. UCC-3 Financing Statement Amendment terminating the lien held by Xxxxxxx X. Xxxxxxx and Aerospace Marketing, Inc. (including, but not limited to, filing numbers 200518124771 and 20051814270 with the Minnesota Secretary of State); and l. Borrower agrees to execute and deliver to Lender such other documents as may bebe reasonably necessary to effectuate the provisions of this Agreement. Section 3.02: The obligations of Lender to make any Advances hereunder, including, without limitation, the initial Advance, shall be subject to the following additional conditions precedent at the time of each premises where Advance hereunder: a. No Event of Default hereunder, or event which would constitute an Event of Default upon the Collateral is locatedgiving of notice or the passage of time or both, shall have occurred and be continuing and all representations and warranties made by Borrower under this Agreement shall continue to be true and correct as of the date of such Advance; (v) certificates b. Borrower shall have provided to Lender such evidence of insurance required under Section 5.4 compliance with any provisions of this Agreement together with loss payee endorsements for all such policies naming the as Lender as lender loss payee and as an additional insured;may reasonably request; and c. Lender shall have received, from Borrower, (vii) a copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors Borrower’s current financial statements, prepared in lieu thereof) authorizing the executionaccordance with GAAP, deliveryconsistently applied, in form and substance acceptable to Lender, and performance of this Agreement(ii) Borrower’s borrowing base certificate, the other Loan Documents, in form and the transactions contemplated hereby and thereby, attached substance acceptable to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that the copy of the resolutions is true, complete, and accurate, that such resolutions have not been amended or modified since the date of such certification and are in full force and effect and (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (vii) an Intellectual Property Security Agreement duly executed by the Borrower specifically identifying and granting to the Lender a security interest in all of Borrower's intellectual property; andLender.

Conditions to Lending. (a) The As conditions precedent to the obligation of the Lender Creditor to make the Loans is subject Loan, the Creditor shall receive the following on or prior to the Lender's receipt Date of Closing, all in form and substance satisfactory to the Creditor and its counsel: (1) This Agreement, duly executed and delivered by all parties hereto; (2) The Note, duly executed and delivered by the Company; (3) The Guaranty and the Canadian Security Agreement, duly executed and delivered by the Guarantor; (4) UCC-1 financing statements and equivalent documents for filing or recording in Canada necessary or desirable, in the opinion of the followingCreditor, each dated to perfect or protect the date security interests in the Collateral granted by the Loan Documents; (5) Current UCC, lien, tax (including franchise tax) and judgment searches of the initial Loan Company conducted with the appropriate state and local jurisdictions, together with copies of the financing statements and other Liens disclosed by such searches, showing no Liens except for Permitted Liens (or as if unpermitted Liens are disclosed, the Creditor shall receive satisfactory evidence of the release of such Liens); (6) Original or duplicate policies of "all-risk, fire and extended coverage hazard insurance in an earlier date amount not less than 100% of the full insurable replacement value of the Collateral; comprehensive general public liability insurance in an amount satisfactory to the Creditor in each case in form and with companies acceptable to the LenderCreditor and naming the Creditor as loss payee and additional insured (without contribution), as applicable, on such policies. The Company shall produce original policies and satisfactory proof of payment of premiums at closing. Each insurance policy must state that it will not be cancelled or changed without at least thirty (30) days, prior written notice to the Creditor (7) An opinion of the Company's and Guarantor's counsel, in form and substance satisfactory to the Lender Creditor; (8) An executed intercreditor agreement by, between and among the Creditor, Oak Street, FCC and Al Vinciguerra, Ltd. in form and substance reasonably xxxxxxxxxx xx Creditor and its counsel:. (i9) completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor True and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall deem necessary or desirable; (ii) Uniform Commercial Code financing statements (Form UCC-1) duly executed by the Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority complete copies of the security interests granted to it hereunder in the Collateral; (iii) a Note duly executed by the Borrower evidencing the amount of such Loan; (iv) a Collateral Access Agreement duly executed by the lessor or mortgageecharters, as the case may be, of each premises where the Collateral is located; (v) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee bylaws and as an additional insured; (vi) a copy of the corporate resolutions of the Board Company and the Guarantor, and certificates as to the incumbency and the specimen signatures of Directors each officer executing any Loan Documents on behalf of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, Company and the transactions contemplated hereby and thereby, attached to which is a certificate Guarantor together with Good standing certificate(s) of the Secretary or an Assistant Secretary of Company and the Borrower certifying (A) that the copy of the resolutions is trueGuarantor, complete, and accurate, that such resolutions have not been amended or modified since the date of such certification and are in full force and effect and (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party;and (vii10) an Intellectual Property Security Agreement duly executed by Such other documents, opinions, certificates and information as the Borrower specifically identifying and granting to the Lender a security interest in all of Borrower's intellectual property; andCreditor may reasonably request.