Common use of Conditions to the Initial Loan Clause in Contracts

Conditions to the Initial Loan. The obligation of the Lender to make the Initial Loan shall be subject to the following conditions precedent: (a) each of the Credit Parties, to the extent applicable to such Credit Party, shall have furnished to the Lender, or caused to be furnished to the Lender (unless otherwise waived by Lender in writing), the following, in form and substance reasonably satisfactory to the Lender and its counsel, each dated as of the Effective Date (or such other date as shall be acceptable to the Lender): (i) each of the following Loan Documents to which it is a party, duly executed by an authorized officer and the other parties thereto: this Agreement, a Note in the principal amount of $150,000, the Security Agreement and the Pledge Agreement; (ii) evidence of all filings of the financing statements with respect to the Security Agreement and the other Security Documents; searches or other evidence as to the absence of any liens on the Collateral; and evidence that all other actions with respect to the liens created by the Security Documents have been taken as are necessary or appropriate to perfect such liens and establish a first priority security interest in favor of the Lender in the Collateral, including the Pledged Collateral; and (iii) such other documents as the Lender or its counsel may reasonably request. (b) the representations and warranties of each Credit Party made in Article IV of this Agreement and the other Loan Documents shall be true and correct when made, and shall be true in on and as of the Closing Date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (c) each Credit Party shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing Date; and (d) the Lender shall have received an opinion letter, dated as of the Closing Date and addressed to the Collateral Agent and the Lender, from counsel to the Borrower, in a form that is reasonably satisfactory to the Lender.

Conditions to the Initial Loan. The obligation of the Lender Bank to make the Initial initial Loan on the Closing Date shall be subject to the fulfillment (to the satisfaction of the Bank) of the following conditions precedent: (a) The Borrowers shall have executed and delivered to the Bank the Notes. (b) The Borrowers shall (or in the case of (i) and (ii) below the Bank, if it shall so elect, shall) have: (i) caused to be duly filed appropriate Uniform Commercial Code financing statements in order to enable the Bank to perfect and preserve its security interest in the Collateral covered by the Security Documents; (ii) caused to be delivered to the Bank acknowledgment copies thereof evidencing such filings; (iii) delivered to the Bank evidence of the Borrowers’ liability insurance policies; (iv) delivered to the Bank: appraisals with respect to the Vessels, which shall be in form and substance satisfactory to the Bank; and (v) otherwise duly complied with all of the terms and conditions of the Security Documents to be executed by it. (c) Each of the Guarantors shall have (and in the case of (i) and (vii) below each of the Credit Parties, Non-Collateral Guarantors shall have): (i) executed and delivered to the extent applicable Bank its Guaranty; (ii) delivered to the Bank with respect to each Vessel, original cover notes and certificates of entry evidencing insurance covering such Credit PartyVessel; (iii) executed and delivered to the Bank a Ship Mortgage on each Vessel owned by it and, in connection therewith, each such Vessel shall have been duly documented in the name of such Guarantor under the laws of the United States, each of such Ship Mortgages shall have been duly recorded by the United States Coast Guard (or, in the discretion of the Bank, filed for recording in such office), and each of such Ship Mortgages shall constitute a preferred mortgage on the Vessel to which it relates subject only to other preferred mortgage liens in favor of the Bank; (iv) executed and delivered to the Bank the Assignments and, in connection therewith, shall have furnished executed and delivered to the LenderBank notices of assignment and authorizations to collect insurance claims and to collect general average contributions, or caused in such form and in such number of counterparts as may be reasonably requested by the Bank; (v) executed and delivered to the Bank authorizations to inspect class records of each Vessel, in such form and such number of counterparts as may be reasonably requested by the Bank; (vi) otherwise duly complied with all of the terms and conditions of the Security Documents to be furnished executed by it; and (vii) executed and delivered the assignments referred to in Section 2.15(D) hereof. (d) Xxxxxxx X. Bank, Esq., counsel to the Lender Borrowers and the Guarantors, shall have delivered his opinion to, and in form and substance satisfactory to, the Bank. (unless otherwise waived e) The Bank shall have received the following: (i) (A) a true and complete copy of the Certificate of Documentation of each Vessel and (B) a certificate of ownership and encumbrance or a certified copy of the Abstract of Title of such Vessel issued by Lender the United States Coast Guard showing the Guarantor described on Schedule 3.5 as the owner of such Vessel to be the sole owner of each Vessel free and clear of all Liens of record except the Ship Mortgage or Mortgages covering each such Vessel in favor of the Bank; (ii) (A) a certificate of American Bureau of Shipping for each Vessel dated not more than seven (7) days prior to the Closing Date, confirming that each such Vessel is in class without recommendation (save any recommendation which the Bank has agreed in writing to waive, and then only on such terms and conditions as may be set forth in such waiver, failure of any such term or condition to be complied with within the time provided for in any such waiver to be deemed an Event of Default hereunder); and (B) with respect to each Vessel if the Bank shall have requested the same in writing), a current classification survey status report from the followingAmerican Bureau of Shipping; (iii) with respect to each Vessel, a copy of the current certificate of inspection issued by the United States Coast Guard covering such Vessel reflecting no outstanding recommendations; and (iv) (A) written advice from B&P International, Ltd., insurance brokers, of the placement of the insurances covering each Vessel; (B) written confirmation from such brokers, that they have received no notice of the assignment of the insurances or any claim covering each Vessel in favor of any party other than the Bank; (C) an opinion of such brokers to the effect that such insurance complies with the applicable provisions of this Agreement and of the Ship Mortgages; and (D) an agreement by such brokers, in form and substance reasonably satisfactory to the Lender Bank, whereunder the insurances of each Vessel, and its counselclaims thereunder, each dated as will not be affected by nonpayment of premiums on any other insurances. (f) The Bank shall have received copies of the Effective Date (or such other date as shall be acceptable to the Lender):following: (i) All of the consents, approvals and waivers referred to on Schedule 3.2 (except only those which, as stated on Schedule 3.2, shall not be delivered), including, without limitation, all landlord waivers of distraint or similar instruments of waiver or subordination with respect to all leased locations where Collateral is located; (ii) The certificates of incorporation of the Borrowers and the Guarantors, certified by the Secretary of State of their respective states of incorporation; (iii) The by-laws of the Borrowers and the Guarantors, certified by their respective secretaries; (iv) All corporate action taken by the directors (and, if requested, taken by the shareholders) of the Borrowers and the Guarantors to authorize the execution, delivery and performance of each of the following Loan Documents to which it is a party, duly executed by an authorized officer party and the other parties thereto: this Agreementtransactions contemplated thereby, a Note in the principal amount of $150,000, the Security Agreement and the Pledge Agreementcertified by their respective secretaries; (iiv) evidence Good standing certificates and telegrams as of all filings dates not more than ten (10) days prior to the Closing Date, with respect to each of the financing statements Borrowers and the Guarantors, from the Secretary of State of their respective states of incorporation and each state in which each of them is qualified to do business; and (vi) Incumbency certificates (with specimen signatures) with respect to the Security Agreement Borrowers and the other Security Documents; searches or other evidence as to the absence of any liens on the Collateral; and evidence that all other actions with respect to the liens created by the Security Documents have been taken as are necessary or appropriate to perfect such liens and establish a first priority security interest in favor of the Lender in the Collateral, including the Pledged Collateral; and (iii) such other documents as the Lender or its counsel may reasonably requestGuarantors. (b) the representations and warranties of each Credit Party made in Article IV of this Agreement and the other Loan Documents shall be true and correct when made, and shall be true in on and as of the Closing Date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (c) each Credit Party shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing Date; and (d) the Lender shall have received an opinion letter, dated as of the Closing Date and addressed to the Collateral Agent and the Lender, from counsel to the Borrower, in a form that is reasonably satisfactory to the Lender.

Conditions to the Initial Loan. The Lenders shall have no obligation of the Lender to make the Initial Loan until, and shall be subject to make the Initial Loan when, each of the following conditions precedent:shall have been satisfied (the "Funding Date"); provided, however, that the Funding Date shall have occurred within thirty (30) days of the Effective Date; (a) each of the Credit Parties, to the extent applicable to such Credit Party, shall have furnished to the Lender, or caused to be furnished to the Lender (unless otherwise waived by Lender in writing), the following, in form and substance reasonably satisfactory to the Lender and its counsel, each dated as of the Effective Date (or such other date as shall be acceptable to the Lender): (i) each of the following Loan Documents to which it is a party, duly executed by an authorized officer and the other parties thereto: this Agreement, a Note in the principal amount of $150,000, the Security Agreement and the Pledge Agreementhave occurred; (iib) evidence of all filings of the financing statements with respect immediately before and after giving effect to the Security Agreement Initial Loan, no Default or Event of Default shall have occurred and the other Security Documents; searches or other evidence as to the absence of any liens on the Collateral; and evidence that all other actions with respect to the liens created by the Security Documents have been taken as are necessary or appropriate to perfect such liens and establish a first priority security interest in favor of the Lender in the Collateral, including the Pledged Collateral; andbe continuing; (iii) such other documents as the Lender or its counsel may reasonably request. (bc) the representations and warranties of Borrower and each other Credit Party made contained in Article IV of this Agreement and the other Loan Documents shall be true and correct when made, and shall be true in on and as of the Closing Date Funding Date; (except d) no Material Adverse Effect shall have occurred since the Effective Date; (e) the Acquisition shall have been consummated and in accordance with all applicable laws, and: (i) Borrower shall have delivered to Agent a complete and correct copy, certified as such by an appropriate officer of Borrower, of the Stock Purchase Agreement, together with all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith (collectively, the "Acquisition Documents"), which Acquisition Documents shall not differ in any material adverse respect from those delivered on the Effective Date; (ii) the Stock Purchase Agreement shall be in full force and effect, and not terminated, rescinded and withdrawn, and in compliance with all applicable laws; (iii) no Credit Party and no other Person party to the extent Stock Purchase Agreement shall be in default in the performance or compliance with any provisions thereof; (iv) all requisite approvals (including, but not limited to, Hart-Scott-Rodino clearance) by Governmental Authorities having xxxxxxxction over Sellers (as defined in the Stock Purchase Agreement), any Credit Party and other Persons referenced therein, with respect to the transactions contemplated by the Stock Purchase Agreement, shall have been obtained, and no such approvals shall impose any conditions to the consummation of the transactions contemplated by the Stock Purchase Agreement or to the conduct by any Credit Party of its business thereafter; (v) to the best of each Credit Party's knowledge, none of the Sellers' (as defined in the Stock Purchase Agreement) representations or warranties in the Stock Purchase Agreement shall contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not misleading; and (vi) each of the representations and warranties specifically relate to an earlier date, given by each applicable Credit Party in which case such representations and warranties the Stock Purchase Agreement shall be true and correct as of such earlier date)in all material respects; (cf) each Credit Party shall have performed Agent and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing Date; and (d) the Lender Collateral Agent shall have received the following: (i) the Pledge Agreement in the form of Exhibit C hereto pledging to the Collateral Agent the Pledged Shares for the benefit of the Lenders pursuant to Section 6.1; (ii) evidence that the Pledge Agreement has been duly authorized by all necessary corporate action; (iii) the Pledged Shares, accompanied by appropriate stock powers and/or any other instruments, documents or agreements necessary to validate the pledge of the Pledged Shares to the Collateral Agent; (iv) an opinion letterof counsel to Elamex USA, dated as of in form and substance satisfactory to Agent and the Closing Date and Collateral Agent, addressed to Agent, the Collateral Agent and the Lenders opining on the enforceability of the Pledge Agreement; and (v) such other approvals, opinions, documents or materials as Agent or the Collateral Agent may reasonably request in connection with the Pledge Agreement; (g) Agent on behalf of the Lenders shall have received a duly executed Note to the order of each Lender; (h) Agent shall have received from Precision Tool, all duly executed agreements, documents or instruments required by Agent or the Lenders pursuant to which Precision Tool agrees to be bound as a Credit Party by the applicable terms and conditions of this Agreement; (i) Agent shall have received an acknowledgment by CT Corporation System of its acceptance of appointment as Precision Tool's agent for service of process; (j) Agent shall have received environmental audit reports (including, without limitation, Phase 1, Phase 2 and Remedies environmental reports) xxxxxxxxxx Xxxcision Tool in scope and substance satisfactory to Agent and the Lenders; (k) (Reserved); (l) Agent shall have received evidence satisfactory to it that the insurance policies provided for in Section 3.18 are in full force and effect with respect to Precision Tool; (m) Agent shall have received evidence satisfactory to Agent and each Lender of payment by Borrower of the Funding Date Closing Fee and all other fees, costs, and expenses (including, but not limited to, traveling expenses and fees of counsel to Agent and the Lenders presented as of the Funding Date) to the extent then due and payable as of the Funding Date; provided, however, that nothing contained in this Section 2.2 shall relieve Borrower from its obligation under this Agreement to pay for Fees and all other fees (including, but not limited to, fees of counsel to Agent and the Lenders), costs and expenses arising or invoiced after the Funding Date; (n) Agent shall have received evidence satisfactory to Agent and each Lender that the bank accounts set forth in Supplemental Disclosure Schedule (3.19) exist and are subject to the agreements (including the Collateral Account Service Agreement, the Pledged Account Agreement (Operating Account) and the Pledged Account Agreement (Reserve Account)) and conditions set forth in Article 6 hereof; (o) Agent shall have received evidence satisfactory to it that Borrower has directed all Receivable Obligors to make all payments on Receivables directly to the Collateral Account; (p) [Reserved]; (q) Agent shall have received the Payment Source Agreement duly executed by Borrower and the other parties thereto before a Mexican notary public; (r) Agent shall have received in form and substance satisfactory to it and each Lender, (i) an opinion of special Mexican counsel to Borrower and the Mexican Subs, (ii) opinion(s) from special U.S. counsel to the Credit Parties with respect to such matters as Agent may request including without limitation matters relating to U.S. Federal and New York state law; (s) the face value of Borrower's Eligible Receivables as of the Funding Date as determined by Agent (in its sole discretion) shall be greater than U.S.$4,000,000; (t) Agent shall have received such other approvals, in a form that is reasonably satisfactory opinions, supplements to Disclosure Schedules, documents or other materials as Agent, the Collateral Agent or any Lender may request; and (u) funding of the Initial Loan shall not cause the Collateral Value to be less than 1.2. 2.13 Amendment to Article 2 of the Loan Agreement. Article 2 to the LenderLoan Agreement is amended by adding the following Section 2.3.

Conditions to the Initial Loan. The Each Class A Lender will have no obligation of the Lender to make the Initial Loan shall be subject Class A Loans hereunder, and each Class B Lender will have no obligation to make the following conditions precedentClass B Loans hereunder, unless: (a) each of the Credit PartiesLoan Documents shall be in form and substance satisfactory to each Lender and in full force and effect, and all consents, waivers and approvals necessary for the consummation of the transactions contemplated by the Loan Documents shall have been obtained and shall be in full force and effect; (b) at the time of such issuance, all conditions under Section 2.1(b) of the Sale and Servicing Agreement shall have been satisfied and all conditions to the extent applicable to such Credit Party, initial Class A Loan and initial Class B Loan set forth under Section 6.02 hereof shall have furnished been satisfied; (c) [reserved]; (d) the Borrower shall have paid all fees required to be paid by it on or prior to the Lenderdate hereof, or caused to including all fees required under Section 3.02 hereof; (e) the Loans made by the Lenders hereunder shall be furnished entitled to the Lender benefit of the security provided in the Security Agreement and shall constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with the terms hereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law; (unless otherwise waived by Lender in writingf) no Material Adverse Change shall have occurred with respect to CPS or the Borrower since December 31, 2011; (g) the Administrative Agent shall have received: (i) a duly executed and delivered original counterpart of each Loan Document (other than any Loan Document that contemplates delivery on a date that is after the Closing Date), the following, in form and substance reasonably satisfactory to the Lender and its counselLenders, each dated as of the Effective Date (or such other date as shall be acceptable to the Lender):document being in full force and effect; (iii) certified copies of charter documents and each amendment thereto, and resolutions of (A) the Board of Directors or other governing authority of each of the following Borrower and the Servicer authorizing or ratifying the execution, delivery and performance, respectively, of all Loan Documents to which it is a party, duly executed (B) the incurrence of Class A Loans and Class B Loans contemplated hereunder, and (C) the granting of the security interests contemplated under the Loan Documents, certified by the Secretary or an authorized officer Assistant Secretary of each of the Borrower and the other parties thereto: this Agreement, a Note in the principal amount of $150,000, the Security Agreement and the Pledge Agreement; (ii) evidence of all filings Servicer as of the financing statements with respect to Closing Date, which certificate shall state that the Security Agreement and the other Security Documents; searches resolutions thereby certified have not been amended, modified, revoked or other evidence rescinded as to the absence of any liens on the Collateral; and evidence that all other actions with respect to the liens created by the Security Documents have been taken as are necessary or appropriate to perfect such liens and establish a first priority security interest in favor of the Lender in the Collateral, including the Pledged Collateral; anddate of such certificate; (iii) such other a certificate of the Secretary or an Assistant Secretary of the Borrower and the Servicer, as applicable, certifying the names and the signatures of its officer or officers authorized to sign all transaction documents as the Lender or its counsel may reasonably request.to which it is a party; (biv) a certificate of a senior officer of CPS to the effect that the representations and warranties of each Credit Party made CPS, the Seller and the Servicer in Article IV of this Agreement and the other Loan Documents shall be true and correct when made, and shall be true in on and as of the Closing Date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be it is a party are true and correct as of such earlier date); (c) each Credit Party shall the Closing Date, and that CPS, the Seller and the Servicer have performed and complied in all material respects with all agreements, obligations covenants and agreements and satisfied all conditions contained in this Agreement that are required on their part to be performed or complied with by it on satisfied at or before prior to the Closing Date; anddate hereof; (dv) a certificate of a senior officer of the Lender shall have received an opinion letter, dated Borrower to the effect that the representations and warranties of the Borrower and the Purchaser in this Agreement and the other Loan Documents to which it is a party are true and correct as of the Closing Date and addressed that the Borrower and the Purchaser have complied in all material respects with all covenants and agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the date hereof; (vi) legal opinions (including opinions relating to true sale, non-consolidation, UCC, enforceability and corporate matters), in form and substance satisfactory to the Administrative Agent; (vii) evidence satisfactory to the Administrative Agent of completion of all necessary UCC filings, search reports and lien releases (including without limitation a lien release executed and delivered by Levxxx Xxixxxxxx Xxpital Partners IV, L.P. (“LLCP IV”), in respect of the Receivables, the Borrower’s Class A Member Interests and certain other Collateral as described therein in form and substance satisfactory to the Administrative Agent); (viii) payment of the Administrative Agent’s reasonable out-of-pocket fees and expenses in accordance with Section 3.02(b) hereof; (ix) copies of certificates (long form) or other evidence from the Secretary of State or other appropriate authority of the States of Delaware and California, evidencing the good standing of the Borrower and the Servicer in the States of Delaware and California, in each case, dated no earlier than 15 days prior to the Closing Date; (x) a true and correct copy of the Schedule of Defaults, Breaches and Trigger Events, in the form of Schedule C to the Sale and Servicing Agreement; (xi) copies (which may be delivered in electronic format) of any commitment or agreement between the Borrower and the Servicer and any lender or other financial institution, other than any such commitment or agreement (or portion thereof) which the Administrative Agent specifically agrees are not required to be delivered hereunder; and (xii) such other documents, opinions and information as the Administrative Agent may reasonably request; (h) the Administrative Agent shall have completed to its satisfaction its due diligence review and audits of the Borrower and the Servicer and their respective management, controlling stockholders, systems, underwriting, servicing and collection operations, static pool performance and loan files; (i) the Borrower shall have obtained an initial explicit, public and monitored rating of “A” or better with respect to the Class A Loans and “BBB” or better with respect to the Class B Loans, in each case from Standard & Poor’s, and the Administrative Agent shall have been delivered a true, accurate and complete copy of the initial ratings letter; (j) the Lenders shall have received all requisite internal approvals; and (k) the Collateral Agent shall have received the Class A Member Interest of the Borrower duly issued and registered in the Lender, from counsel name of the Collateral Agent pursuant to the Borrower, in a form that is reasonably satisfactory to the LenderSecurity Agreement.