Common use of Conditions to the Loan Clause in Contracts

Conditions to the Loan. At the time of the making of the Loan by Lender to Borrower under this Agreement, the following conditions shall have been fulfilled to Lender’s satisfaction and Lender shall not be obligated hereunder to make the Loan unless all such conditions have been so fulfilled or expressly waived in writing by Lender (Lender may also allow such conditions, in its discretion, to be satisfied post-closing): (a) This Agreement, the Note, Guaranty, and the Deed of Trust (together with any other agreement, instrument or document executed by Borrower with or in favor of Lender under or in connection herewith or therewith, or any extensions, renewals, refinancing, restructurings, modifications, restatements or replacements, in whole or in part, of or for any of the foregoing, collectively, the “Loan Documents”) shall have been duly executed and delivered by all required parties thereto and in form and substance satisfactory to Lender. (b) Lender shall receive the following (each in form and substance satisfactory to Lender): (i) Evidence of the perfection of Lender’s liens on the Collateral as well as satisfactory evidence of the absence of any other liens on the Collateral other than the Senior Secured Loan and any other liens expressly permitted hereunder; (ii) Evidence that the Borrower (and each affiliated entity set forth herein) is validly existing and in good standing and that Borrower has the right and authority to enter into the Loan Documents; (iii) Evidence of casualty insurance, liability insurance and loss of rents insurance on the Borrower and upon closing of the Property, covering the Property, the Project and Collateral all being satisfactory to Lender; (iv) Copy of the closing statement for the purchase of the Property; (v) Evidence of the fee simple and marketable title to the Property in the name of Borrower; (vi) documents reasonably required to grant Lender a valid and existing second secured deed of trust in and to the Property; (vii) Such other documents, certificates, approvals or filings as Lender may reasonably request. (c) There shall then exist no Event of Default under the Loan Documents or this Agreement (or other event which, with the giving of notice or passage of time, or both, would constitute such an Event of Default). (d) All representations and warranties by Borrower and any guarantor (collectively, the “Loan Parties”) in each of the Loan Documents shall be true and correct in all material respects. (e) There shall have been no material adverse change in the financial condition, operations, assets, liabilities, business, management, control or prospects of any such Loan Party. (f) The advance to be made under the Loan and the use of the proceeds thereof shall not violate any applicable law, regulation, injunction or order of any government or court. (g) Borrower shall have reimbursed Lender for all costs and expenses, including reasonable fees and disbursements of counsel for Lender, incurred by Lender for the negotiation and preparation of the Loan Documents and in making the Loan, including any extensions, modifications or amendments thereto.

Conditions to the Loan. At Prior to the time initial disbursement of the making Loan, Borrower shall have delivered to Lender the following: (A) the duly executed Note; (B) the duly executed Pledge Agreement; (C) original certificate representing the Pledged Stock, accompanied by a stock power endorsed in blank; (D) if requested by Lender, the financing statements described in Section 4.05; (E) copies, certified as of the Loan date of this Agreement by Lender to Borrower under Borrower’s corporate secretary, of resolutions of Borrower’s board of directors authorizing the execution, delivery and performance of this Agreement, the following conditions shall have been fulfilled to Lender’s satisfaction and Lender shall not be obligated hereunder to make the Loan unless all such conditions have been so fulfilled or expressly waived in writing by Lender (Lender may also allow such conditions, in its discretion, to be satisfied post-closing): (a) This Agreement, the Note, Guarantythe Collateral Documents, and the Deed of Trust (together with any each other agreement, instrument or document executed by Borrower with or in favor of Lender under or in connection herewith or therewith, or any extensions, renewals, refinancing, restructurings, modifications, restatements or replacements, in whole or in part, of or for any of the foregoing, collectively, the “Loan Documents”) shall have been duly executed and to be delivered by all required parties thereto and in form and substance satisfactory to Lender. (b) Lender shall receive the following (each in form and substance satisfactory to Lender): (i) Evidence of the perfection of Lender’s liens on the Collateral as well as satisfactory evidence of the absence of any other liens on the Collateral other than the Senior Secured Loan and any other liens expressly permitted hereunderpursuant hereto; (iiF) Evidence copies, certified as of the date of this Agreement by their respective corporate secretaries, of the articles of incorporation of Borrower and the Subsidiary Bank, together with a certificate (dated the date of this Agreement) of the their respective corporate secretaries to the effect that such articles of incorporation have not been amended except as provided in such articles; (G) copies, certified as of the date of this Agreement by their respective corporate secretaries, of the bylaws of Borrower and the Subsidiary Bank, together with a certificate (dated the date of this Agreement) of the their respective corporate secretaries to the effect that such bylaws have not been amended except as provided in such bylaws; (H) a certificate (dated the date of this Agreement) of Borrower’s corporate secretary as to the incumbency and signatures of the officers of Borrower signing this Agreement, the Note, the Collateral Documents, and each affiliated entity set forth hereinother document to be delivered pursuant hereto; (I) is validly existing certificates, as of the most recent dates practicable, of the secretary of state and in department of commerce, respectively of the state of incorporation of Borrower and {BH489438.3} the Subsidiary Bank as to the existence and good standing of Borrower and the Subsidiary Bank; (J) an opinion of counsel to Borrower that Borrower has the right and all necessary authority to enter into the Loan Documentsthis Agreement and perform its obligations hereunder and this Agreement is a valid obligation of Borrower enforceable and binding in accordance with its terms subject to customary bankruptcy qualifications; (iiiK) Evidence receipt by Lender of casualty insurancesuch financial information, liability insurance projections, budgets, business plans, cash flows and loss of rents insurance on the Borrower and upon closing of the Property, covering the Property, the Project and Collateral all being satisfactory to Lender; (iv) Copy of the closing statement for the purchase of the Property; (v) Evidence of the fee simple and marketable title to the Property in the name of Borrower; (vi) documents reasonably required to grant Lender a valid and existing second secured deed of trust in and to the Property; (vii) Such such other documents, certificates, approvals or filings information as Lender may reasonably request, and Lender must be reasonably satisfied that such information fairly presents the business and financial condition of Borrower and does not contain material misstatements or omissions of material facts. (cL) There shall then exist no Event of Default under evidence acceptable to Lender that Borrower and the Loan Documents or this Agreement Subsidiary Bank have received all necessary regulatory approvals (or other event which, with the giving of notice or passage of time, or both, would constitute such an Event of Default). that no regulatory approvals are necessary) for (d) All representations and warranties by Borrower and any guarantor (collectively, the “Loan Parties”) in each of the Loan Documents shall be true and correct in all material respects. (e) There shall have been no material adverse change in the financial condition, operations, assets, liabilities, business, management, control or prospects of any such Loan Party. (f) The advance to be made under the Loan and the use of the proceeds thereof shall not violate any applicable law, regulation, injunction or order of any government or court. (gi) Borrower shall have reimbursed Lender for all costs and expenses, including reasonable fees and disbursements of counsel for Lender, incurred by Lender for the negotiation and preparation of the Loan Documents and in making to obtain the Loan, including any extensions(ii) Borrower and the Subsidiary Bank to enter into and perform their Obligations under this Agreement and the Collateral Documents, modifications and (iii) payment by the Subsidiary Bank of dividends to Borrower in amounts sufficient to comply with the repayment terms of the Loan; (M) such other documentation as Lender shall require regarding Borrower or amendments theretothe Subsidiary Bank, including, without limitation, opinions and certificates of Borrower’s independent certified public accountants, appraisals, reports of other independent consultants selected by Lender, and certificates of Borrower’s officers.

Conditions to the Loan. At the time The obligation of the making Lender to make the Loan hereunder is subject to satisfaction of the Loan following conditions precedent: (a) The Lender’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Lender: (i) executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Lender and the Borrower; (ii) a Note executed by the Borrower in favor of the Lender; (iii) the Pledge Agreement duly executed and delivered by the Borrower and each First Tier Restricted Subsidiary, together with (A) to Borrower under the extent the Equity Interests pledged pursuant to the Pledge Agreement are certificated, all certificates (or other evidence acceptable to the Lender) evidencing such Equity Interests, which certificates shall be duly endorsed or accompanied by appropriate stock powers (as applicable) executed in blank, and (B) such other agreements and writings as may be reasonably requested by the Lender, including, without limitation, UCC financing statements, in form and substance reasonably satisfactory to the Lender; and (iv) Mortgages covering Proved Mineral Interests that have a Recognized Value of not less than the 80% of the Recognized Value of all Proved Mineral Interests owned by the Credit Parties on the Closing Date and included in the Borrowing Base in effect on the Closing Date, duly executed and delivered by the applicable Credit Parties, together with such other assignments, conveyances, agreements and other writings as may be reasonably requested by the Lender, including, without limitation, UCC financing statements and/or amendments to financing statements, in form and substance reasonably satisfactory to the Lender. (b) The transactions contemplated by this Agreement shall be permitted by applicable Law and regulation and shall not subject the Lender or any Borrower-Related Party to any Material Adverse Change. (c) No litigation, arbitration or similar proceeding shall be pending or threatened which calls into question the validity or enforceability of the Acquisition Agreement, this Agreement, the following conditions other Loan Documents or the transactions contemplated hereby or thereby. (d) Any fees required to be paid on or before the Closing Date shall have been fulfilled paid. (e) Unless waived by the Lender, the Borrower shall have paid all fees, charges and disbursements of counsel to Lender’s satisfaction the Lender required to be paid by the Borrower hereunder to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and Lender disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not be obligated hereunder to make thereafter preclude a final settling of accounts between the Loan unless all such conditions Borrower and the Lender). (f) The Acquisition shall have been so fulfilled or expressly waived consummated in writing accordance in all material respects with the terms of the Acquisition Agreement and applicable law. (g) The Borrower shall have received a capital contribution by Lender Parent of $100,000,000 in cash (Lender may also allow such conditionsthe proceeds of which capital contribution were originally contributed by EAC to LP Holdings and GP Holdings). (h) The Senior Credit Agreement shall have been executed and declared effective by the Administrative Agent thereunder, in its discretion, the Administrative Agent thereunder shall have received the documents required to be satisfied post-closing): delivered under Section 4.01(a)(v), (avi), (vii), (viii), (ix), (x), (xi) This Agreement, the Note, Guarantyand (xii) thereunder, and the Deed Lender shall have received a true and correct copy of Trust the Original Senior Debt Documents. (together i) No provision of the Acquisition Agreement or any material related agreements shall have been altered, waived, amended, supplemented or otherwise modified in any respect materially adverse to the Borrower or the Lender, except with the prior consent of the Lender. (j) The representations and warranties of the Borrower and each other Borrower-Related Party contained in Article V or any other agreementLoan Document, instrument or which are contained in any document executed by Borrower with or in favor of Lender furnished at any time under or in connection herewith or therewith, or any extensions, renewals, refinancing, restructurings, modifications, restatements or replacements, in whole or in part, of or for any of the foregoing, collectively, the “Loan Documents”) shall have been duly executed and delivered by all required parties thereto and in form and substance satisfactory to Lender. (b) Lender shall receive the following (each in form and substance satisfactory to Lender): (i) Evidence of the perfection of Lender’s liens on the Collateral as well as satisfactory evidence of the absence of any other liens on the Collateral other than the Senior Secured Loan and any other liens expressly permitted hereunder; (ii) Evidence that the Borrower (and each affiliated entity set forth herein) is validly existing and in good standing and that Borrower has the right and authority to enter into the Loan Documents; (iii) Evidence of casualty insurance, liability insurance and loss of rents insurance on the Borrower and upon closing of the Property, covering the Property, the Project and Collateral all being satisfactory to Lender; (iv) Copy of the closing statement for the purchase of the Property; (v) Evidence of the fee simple and marketable title to the Property in the name of Borrower; (vi) documents reasonably required to grant Lender a valid and existing second secured deed of trust in and to the Property; (vii) Such other documents, certificates, approvals or filings as Lender may reasonably request. (c) There shall then exist no Event of Default under the Loan Documents or this Agreement (or other event which, with the giving of notice or passage of time, or both, would constitute such an Event of Default). (d) All representations and warranties by Borrower and any guarantor (collectively, the “Loan Parties”) in each of the Loan Documents shall be true and correct in all material respectsrespects on and as of the date of the Borrowing. (ek) There No Default shall have been no material adverse change in exist, or would result from such proposed Borrowing or from the financial condition, operations, assets, liabilities, business, management, control or prospects application of any such Loan Partythe proceeds thereof. (fl) The advance to be made under the Loan and the use of the proceeds thereof shall not violate any applicable law, regulation, injunction or order of any government or court. (g) Borrower Lender shall have reimbursed Lender for all costs and expenses, including reasonable fees and disbursements of counsel for Lender, incurred by Lender for received a Loan Notice in accordance with the negotiation and preparation of the Loan Documents and in making the Loan, including any extensions, modifications or amendments theretorequirements hereof.

Conditions to the Loan. At Prior to the time initial disbursement of the making Loan, Borrower shall have delivered to Lender the following: (A) the duly executed Note; (B) the duly executed Pledge Agreement; (C) original certificates representing the Pledged Stock, accompanied by stock powers endorsed in blank; (D) if requested by Lender, the financing statements described in Section 4.05; (E) copies, certified as of the Loan date of this Agreement by Lender to Borrower under Borrower’s corporate secretary, of resolutions of Borrower’s board of directors authorizing the execution, delivery and performance of this Agreement, the following conditions shall have been fulfilled to Lender’s satisfaction and Lender shall not be obligated hereunder to make the Loan unless all such conditions have been so fulfilled or expressly waived in writing by Lender (Lender may also allow such conditions, in its discretion, to be satisfied post-closing): (a) This Agreement, the Note, Guarantythe Collateral Documents, and each other document to be delivered pursuant hereto; (F) copies, certified as of the Deed date of Trust (this Agreement by their respective corporate secretaries, of the articles of incorporation of Borrower and the Subsidiary Bank, together with any a certificate (dated the date of this Agreement) of the their respective corporate secretaries to the effect that such articles of incorporation have not been amended except as provided in such articles; (G) copies, certified as of the date of this Agreement by their respective corporate secretaries, of the bylaws of Borrower and the Subsidiary Bank, together with a certificate (dated the date of this Agreement) of the their respective corporate secretaries to the effect that such bylaws have not been amended except as provided in such bylaws; (H) a certificate (dated the date of this Agreement) of Borrower’s corporate secretary as to the incumbency and signatures of the officers of Borrower signing this Agreement, the Note, the Collateral Documents, and each other agreementdocument to be delivered pursuant hereto; (I) certificates, instrument as of the most recent dates practicable, of the secretary of state of the state of incorporation of Borrower and the Subsidiary Bank, and, where appropriate, the department of revenue or document executed by taxation of such state, as to the existence and good standing of Borrower with or in favor and the Subsidiary Bank; (J) a favorable opinion of Lender under or in connection herewith or therewith, or any extensions, renewals, refinancing, restructurings, modifications, restatements or replacementsBorrower’s counsel, in whole form acceptable to Lender; (K) if requested by Lender, certificates of one or in part, of or for any more of the foregoinginsurance policies referred to in Section 6.01(F); (L) evidence acceptable to Lender that Borrower and the Subsidiary Bank have received all necessary regulatory approvals (or that no regulatory approvals are necessary) for (i) Borrower to obtain the Loan, collectively(ii) Borrower and Subsidiary Bank to enter into and perform their Obligations under this Agreement and the Collateral Documents, (iii) the “Loan Documents”payment by the Subsidiary Bank of dividends to Borrower in amounts sufficient to comply with the repayment terms of the Loan, and (iv) the redemption of all the preferred stock of Borrower that is issued and outstanding under the TARP Capital Purchase Program of the United States Department of the Treasury; (M) if Lender requests that a UCC financing statement(s) be filed to evidence Lender’s security interest in the Collateral, such UCC financing statement(s) shall have been duly executed authorized by the Borrower, and delivered by all required parties thereto and in form and substance Borrower shall have provided Lender with evidence satisfactory to Lender. (b) Lender shall receive that Borrower has paid any and all taxes payable under applicable Law in connection with the following (each in form and substance satisfactory to Lender): (i) Evidence filing of the perfection of Lender’s liens on the Collateral as well as satisfactory evidence of the absence of any other liens on the Collateral other than the Senior Secured Loan and any other liens expressly permitted hereundersuch UCC financing statement(s); (iiN) Evidence that payment of the Borrower (Origination Fee and each affiliated entity set forth herein) is validly existing all other fees and in good standing and that Borrower has the right and authority expenses payable pursuant to enter into the Loan Documents;this Agreement; and (iiiO) Evidence of casualty insurancesuch other documentation as Lender shall require regarding Borrower or the Subsidiary Bank, liability insurance including, without limitation, opinions and loss of rents insurance on the Borrower and upon closing of the Property, covering the Property, the Project and Collateral all being satisfactory to Lender; (iv) Copy of the closing statement for the purchase of the Property; (v) Evidence of the fee simple and marketable title to the Property in the name certificates of Borrower; (vi) documents reasonably required to grant Lender a valid and existing second secured deed ’s independent certified public accountants, appraisals, reports of trust in and to the Property; (vii) Such other documents, certificates, approvals or filings as Lender may reasonably request. (c) There shall then exist no Event of Default under the Loan Documents or this Agreement (or other event which, with the giving of notice or passage of time, or both, would constitute such an Event of Default). (d) All representations and warranties independent consultants selected by Borrower and any guarantor (collectively, the “Loan Parties”) in each of the Loan Documents shall be true and correct in all material respects. (e) There shall have been no material adverse change in the financial condition, operations, assets, liabilities, business, management, control or prospects of any such Loan Party. (f) The advance to be made under the Loan and the use of the proceeds thereof shall not violate any applicable law, regulation, injunction or order of any government or court. (g) Borrower shall have reimbursed Lender for all costs and expenses, including reasonable fees and disbursements of counsel for Lender, incurred by Lender for the negotiation and preparation certificates of the Loan Documents and in making the Loan, including any extensions, modifications or amendments theretoBorrower’s officers.

Conditions to the Loan. At the time of the making of the Loan by Lender to Borrower under this Agreement, the following conditions shall have been fulfilled to Lender’s satisfaction and Lender shall not be obligated hereunder to make the Loan unless all such conditions have been so fulfilled or expressly waived in writing by Lender (Lender may also allow such conditions, in its discretion, to be satisfied post-closing): (a) This Agreement, the Note, Guaranty, and the Deed of Trust (together with any other agreement, instrument or document executed by Borrower with or in favor of Lender under or in connection herewith or therewithLoan, or any extensionsportion thereof, renewalsunless and until Borrower, refinancingat its sole cost and expense, restructurings, modifications, restatements or replacements, in whole or in part, of or for any has provided each of the foregoing, collectively, the “Loan Documents”) shall have been duly executed and delivered by all required parties thereto and following in form and substance satisfactory to Lender. (b1) Lender shall receive duly authorized, executed and delivered originals of (i) Note, (ii) the following Security Agreement, and (each iii) any and all other Loan Documents; (2) an opinion of Borrower's counsel, such counsel to be acceptable to Lender, and such opinion to be in form and substance satisfactory customary in comparable transactions and otherwise acceptable to Lender): (i) Evidence of the perfection of , all in Lender’s liens on the Collateral as well as satisfactory evidence of the absence of any other liens on the Collateral other than the Senior Secured Loan 's sole and any other liens expressly permitted hereunderabsolute discretion; (ii3) Evidence that certified copies of all documents relating to the Borrower (and each affiliated entity set forth herein) is validly existing and in existence, good standing and that qualification of Borrower has and the right authority for, due execution and authority to enter into validity of the Loan Documents; (iii4) Evidence true, correct and complete copies of casualty insurance, liability insurance and loss of rents insurance on the Borrower and upon closing each of the Propertyagreements, covering both now and hereafter existing, which will be assigned pursuant to Section 1(i) of the Property, Security Agreement (the Project and Collateral all being satisfactory to Lender"Contracts"); (iv5) Copy consents, approvals and/or waivers ("Consents"), in form and substance acceptable to Lender, in its sole and absolute discretion, by any third parties from whom such Consents are required, as determined by Lender, in its sole and absolute discretion, as a precondition to any element of the closing statement for transactions contemplated hereby, including, without limitation, the purchase assignment and/or pledge of any Contract or Collateral (as defined in the PropertySecurity Agreement); (v6) Evidence duly executed appropriate UCC-1 forms for filing with respect to the Security Agreement; (7) UCC, judgment, tax, lien and bankruptcy searches with respect to Borrower; (8) true, complete and correct copies of the fee simple and marketable title to the Property in the name most recent financial statements of Borrower; (vi9) documents reasonably required payment at initial funding, by holdback from Loan proceeds, of Lender's counsel's fees (not to exceed $10,000); 1 (10) an executed agreement, in form and substance acceptable to Lender and Borrower, pursuant to which Borrower will grant to Lender a valid right of first refusal to purchase all or any portion, in Lender's sole and existing second secured deed absolute discretion, of trust in and any offering of debt, equity, convertible or other securities offered by Borrower, subject to the Property;approval of Windsor Financial Group, as Borrower's investment banker, which approval shall not be unreasonably withheld; and (vii11) Such such other documentsdocuments or information deemed necessary or desirable by Lender to better evidence, certificatessecure, approvals evaluate or filings assure the Loan, including, without limitation, such documentation as Lender may reasonably request. require evidencing the irrevocable instruction of Borrower to California Factors & Finance (c"CFF") There shall then exist no Event authorizing and instructing CFF to pay directly to Lender on a monthly basis from funds otherwise payable to Borrower not less than the amount of Default the monthly payments due under the Note. Until such time as Borrower is able to provide all of the foregoing items, Lender may, in Lender's sole and absolute discretion, elect not to fund the Loan Documents or this Agreement (to fund less than the full amount thereof; provided, however, that the funding of the all or other event which, with the giving of notice or passage of time, or both, would constitute such an Event of Default). (d) All representations and warranties by Borrower and any guarantor (collectively, the “Loan Parties”) in each portion of the Loan Documents prior to receipt of all of the foregoing items shall not be true and correct in deemed a waiver of any of the foregoing nor shall it indicate that all material respects. (e) There shall of the foregoing have been no material adverse change satisfied; and provided, further, that in the financial conditionevent that all of the foregoing, operationsin form and substance as provided herein, assetsare not delivered to Lender within ten (10) business days of the date hereof, liabilitiesthen Borrower, businessnot later than the 5:00 p.m., managementLas Vegas, control or prospects of Nevada, local time, on the next business day following such tenth (10th) business day, shall immediately repay to Lender any such Loan Party. (f) The advance and all amounts advanced hereunder, together with interest thereon as provided in the Note, the failure timely to be made so repay to constitute a material and irremediable breach under the Loan Note and the use of the proceeds thereof shall not violate any applicable lawother Loan Documents, regulation, injunction entitling Lender to exercise all rights available thereunder or order of any government otherwise at law or courtin equity. (g) Borrower shall have reimbursed Lender for all costs and expenses, including reasonable fees and disbursements of counsel for Lender, incurred by Lender for the negotiation and preparation of the Loan Documents and in making the Loan, including any extensions, modifications or amendments thereto.

Conditions to the Loan. At the time The obligation of the making of the Loan by Initial Lender to Borrower under this Agreement, the following conditions shall have been fulfilled to Lender’s satisfaction and Lender shall not be obligated hereunder to make the Loan unless all such hereunder on the Closing Date is subject to satisfaction of the following conditions have been so fulfilled or expressly waived in writing by Lender (Lender may also allow such conditions, in its discretion, to be satisfied post-closing):precedent: (a) This AgreementAdministrative Agent’s receipt of the following, the Noteeach of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, Guaranty, and the Deed of Trust (together with any other agreement, instrument or document each properly executed by Borrower with or in favor a Responsible Officer of Lender under or in connection herewith or therewiththe signing Loan Party, or any extensions, renewals, refinancing, restructurings, modifications, restatements or replacementseach dated the Closing Date (or, in whole or in partthe case of certificates of governmental officials, of or for any of a recent date before the foregoing, collectively, the “Loan Documents”Closing Date) shall have been duly executed and delivered by all required parties thereto and in form and substance satisfactory to Lender. (b) Lender shall receive the following (each in form and substance satisfactory to Lender):Administrative Agent and its legal counsel: (i) Evidence counterparts executed by the Loan Parties of this Agreement, the perfection of Lender’s liens on Guaranty, the Upper Tier Pledge Agreement, and with respect to each Collateral Property the Environmental Indemnity and the Collateral as well as satisfactory evidence Documents, the Letter Agreement, the Assignment of the absence of any Agreements, Licenses, Permits and Contract and all other liens on the Collateral other than the Senior Secured Loan Documents, in each case, sufficient in number for distribution to Administrative Agent, each Lender, and any other liens expressly permitted hereunderBorrowers; (ii) Evidence that One or more Notes executed by Borrowers in favor of the Borrower (and each affiliated entity set forth herein) is validly existing and in good standing and that Borrower has the right and authority to enter into the Loan DocumentsInitial Lender; (iii) Evidence of casualty insurance, liability insurance and loss of rents insurance on the Borrower and upon closing of the Property, covering the Property, the Project and Collateral all being satisfactory to Lenderfully executed Operating Lease Subordination Agreements; (iv) Copy such certificates of resolutions or other action, incumbency certificates, and/or other certificates of Responsible Officers of each Loan Party as Administrative Agent may require evidencing the closing statement for identity, authority, and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the purchase of the Propertyother Loan Documents to which such Loan Party is a party; (v) Evidence such documents and certifications as Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing, and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the fee simple and marketable title conduct of its business requires such qualification, except to the Property in the name of Borrowerextent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vi) documents reasonably required to grant Lender a valid and existing second secured deed favorable opinion of trust in and one or more firms counsel to the PropertyLoan Parties, addressed to Administrative Agent and each Lender, including such local counsel opinions as Administrative Agent shall request, in each case as to such matters concerning the Loan Parties and the Loan Documents as Administrative Agent may reasonably request; (vii) Such a certificate of a Responsible Officer of each Loan Party (other documentsthan Borrowers) either (A) attaching copies of all consents, certificateslicenses, and approvals or filings as Lender may reasonably request. (c) There shall then exist no Event of Default under the Loan Documents or this Agreement (or other event which, required in connection with the giving of notice or passage of timeexecution, or both, would constitute delivery and performance by such an Event of Default). (d) All representations Loan Party and warranties by Borrower and any guarantor (collectively, the “validity against such Loan Parties”) in each Party of the Loan Documents to which it is a party, and such consents, licenses, and approvals shall be true in full force and correct in all material respects. effect, or (eB) There shall have been stating that no material adverse change in the financial conditionsuch consents, operationslicenses, assets, liabilities, business, management, control or prospects of any such Loan Party. (f) The advance to be made under the Loan and the use of the proceeds thereof shall not violate any applicable law, regulation, injunction or order of any government or court. (g) Borrower shall have reimbursed Lender for all costs and expenses, including reasonable fees and disbursements of counsel for Lender, incurred by Lender for the negotiation and preparation of the Loan Documents and in making the Loan, including any extensions, modifications or amendments thereto.approvals are so required;

Conditions to the Loan. At Prior to the time initial disbursement of the making Loan, Borrower shall have delivered to Lender the following: (A) the duly executed Note; (B) the duly executed Pledge Agreement; (C) original certificates representing the Pledged Stock, accompanied by stock powers endorsed in blank; (D) if requested by Lender, the financing statements described in Section 4.05; (E) copies, certified as of the Loan date of this Agreement by Lender to Borrower under Borrower’s corporate secretary, of resolutions of Borrower’s board of directors authorizing the execution, delivery and performance of this Agreement, the following conditions shall have been fulfilled to Lender’s satisfaction and Lender shall not be obligated hereunder to make the Loan unless all such conditions have been so fulfilled or expressly waived in writing by Lender (Lender may also allow such conditions, in its discretion, to be satisfied post-closing): (a) This Agreement, the Note, Guarantythe Collateral Documents, and each other document to be delivered pursuant hereto; (F) copies, certified as of the Deed date of Trust (this Agreement by their respective corporate secretaries, of the articles of incorporation of Borrower and the Subsidiary Bank, together with any other agreementa certificate (dated the date of this Agreement) of the their respective corporate secretaries to the effect that such articles of incorporation have not been amended except as provided in such articles; (G) copies, instrument or document executed certified as of the date of this Agreement by Borrower with or in favor of Lender under or in connection herewith or therewith, or any extensions, renewals, refinancing, restructurings, modifications, restatements or replacements, in whole or in parttheir respective corporate secretaries, of or for any the bylaws of Borrower and the Subsidiary Bank, together with a certificate (dated the date of this Agreement) of the foregoing, collectivelytheir respective corporate secretaries to the effect that such bylaws have not been amended except as provided in such bylaws; (H) a certificate (dated the date of this Agreement) of Borrower’s corporate secretary as to the incumbency and signatures of the officers of Borrower signing this Agreement, the “Loan Note, the Collateral Documents”) shall have been duly executed , and each other document to be delivered by all required parties thereto and in form and substance satisfactory to Lender.pursuant hereto; (bI) certificates, as of the most recent dates practicable, of the secretary of state of the state of incorporation of Borrower and the Subsidiary Bank, and, where appropriate, the department of revenue or taxation of such state, as to the existence and good standing of Borrower and the Subsidiary Bank; (J) [Reserved] (K) [Reserved] (L) evidence acceptable to Lender shall receive that Borrower and the following Subsidiary Bank have received all necessary regulatory approvals (each in form and substance satisfactory to Lender): or that no regulatory approvals are necessary) for (i) Evidence Borrower to obtain the Loan, (ii) Borrower and the Subsidiary Bank to enter into and perform their Obligations under this Agreement and the Collateral Documents, and (iii) payment by the Subsidiary Bank of dividends to Borrower in amounts sufficient to comply with the repayment terms of the perfection of Lender’s liens on the Collateral as well as satisfactory evidence of the absence of any other liens on the Collateral other than the Senior Secured Loan and any other liens expressly permitted hereunderLoan; (iiM) Evidence that such other documentation as Lender shall require regarding Borrower or the Borrower (Subsidiary Bank, including, without limitation, opinions and each affiliated entity set forth herein) is validly existing and in good standing and that Borrower has the right and authority to enter into the Loan Documents; (iii) Evidence of casualty insurance, liability insurance and loss of rents insurance on the Borrower and upon closing of the Property, covering the Property, the Project and Collateral all being satisfactory to Lender; (iv) Copy of the closing statement for the purchase of the Property; (v) Evidence of the fee simple and marketable title to the Property in the name certificates of Borrower; (vi) documents reasonably required to grant Lender a valid and existing second secured deed ’s independent certified public accountants, appraisals, reports of trust in and to the Property; (vii) Such other documents, certificates, approvals or filings as Lender may reasonably request. (c) There shall then exist no Event of Default under the Loan Documents or this Agreement (or other event which, with the giving of notice or passage of time, or both, would constitute such an Event of Default). (d) All representations and warranties independent consultants selected by Borrower and any guarantor (collectively, the “Loan Parties”) in each of the Loan Documents shall be true and correct in all material respects. (e) There shall have been no material adverse change in the financial condition, operations, assets, liabilities, business, management, control or prospects of any such Loan Party. (f) The advance to be made under the Loan and the use of the proceeds thereof shall not violate any applicable law, regulation, injunction or order of any government or court. (g) Borrower shall have reimbursed Lender for all costs and expenses, including reasonable fees and disbursements of counsel for Lender, incurred by Lender for the negotiation and preparation certificates of the Loan Documents and in making the Loan, including any extensions, modifications or amendments theretoBorrower’s officers.

Conditions to the Loan. At the time of the making of The Lenders shall have no obligation to make the Loan by Lender to Borrower under this Agreementuntil, and shall make the Loan when, each of the following conditions shall have been fulfilled to Lender’s satisfaction and Lender satisfied (the "Funding Date"); provided, however, that the Funding Date shall not be obligated hereunder to make have occurred within thirty (30) days of the Loan unless all such conditions have been so fulfilled or expressly waived in writing by Lender (Lender may also allow such conditions, in its discretion, to be satisfied post-closing):Effective Date; (a1) This Agreementthe Effective Date shall have occurred; (2) immediately before and after giving effect to the Loan, no Default or Event of Default shall have occurred and be continuing; (3) the Note, Guaranty, representations and warranties of Borrower and each other Credit Party contained in this Agreement and the Deed of Trust (together with any other agreement, instrument or document executed by Borrower with or in favor of Lender under or in connection herewith or therewith, or any extensions, renewals, refinancing, restructurings, modifications, restatements or replacements, in whole or in part, of or for any Loan Documents shall be true and correct on and as of the foregoing, collectively, Funding Date; (4) no Material Adverse Effect shall have occurred since the “Loan Documents”Effective Date; (5) the Acquisition shall have been duly executed and delivered by all required parties thereto consummated and in form and substance satisfactory to Lender. (b) Lender shall receive the following (each in form and substance satisfactory to Lender):accordance with all applicable laws, and: (i) Evidence Borrower shall have delivered to Agent a complete and correct copy, certified as such by an appropriate officer of Borrower, of the perfection of Lender’s liens 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 Collateral as well as satisfactory evidence of the absence of any other liens on the Collateral other than the Senior Secured Loan and any other liens expressly permitted hereunder;Effective Date, (ii) Evidence that the Borrower (Stock Purchase Agreement shall be in full force and each affiliated entity set forth herein) is validly existing effect, and not terminated, rescinded and withdrawn, and in good standing and that Borrower has the right and authority to enter into the Loan Documentscompliance with all applicable laws; (iii) Evidence of casualty insurance, liability insurance no Credit Party and loss of rents insurance on no other Person party to the Borrower and upon closing of Stock Purchase Agreement shall be in default in the Property, covering the Property, the Project and Collateral all being satisfactory to Lenderperformance or compliance with any provisions thereof; (iv) Copy all requisite approvals (including, but not limited to, Xxxx-Xxxxx-Xxxxxx clearance) by Governmental Authorities having jurisdiction 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 closing statement for transactions contemplated by the purchase Stock Purchase Agreement or to the conduct by any Credit Party of the Propertyits business thereafter; (v) Evidence to the best of each Credit Party's knowledge, none of the fee simple and marketable title to the Property Sellers' (as defined in the name Stock Purchase Agreement) representations or warranties in the Stock Purchase Agreement shall contain any untrue statement of Borrowera material fact or omit any fact necessary to make the statements therein not misleading; (vi) documents reasonably required to grant Lender a valid and existing second secured deed each of trust in and to the Property; (vii) Such other documents, certificates, approvals or filings as Lender may reasonably request. (c) There shall then exist no Event of Default under the Loan Documents or this Agreement (or other event which, with the giving of notice or passage of time, or both, would constitute such an Event of Default). (d) All representations and warranties given by Borrower and any guarantor (collectively, each applicable Credit Party in the “Loan Parties”) in each of the Loan Documents Stock Purchase Agreement shall be true and correct in all material respects; and (6) Agent and the 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. (eii) There 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 of counsel to Elamex USA, in form and substance satisfactory to Agent and the Collateral Agent, addressed to Agent, the Collateral Agent and the Lenders opining on the enforceability of the Pledge Agreement; (v) such other approvals, opinions, documents or materials as Agent or the Collateral Agent may reasonably request in connection with the Pledge Agreement; (7) Agent on behalf of the Lenders shall have been received a duly executed Note to the order of each Lender; (8) Agent shall have received from Precision Tool, with counterparts for each party hereby, 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; (9) Agent shall have received an acknowledgment by CT Corporation System of its acceptance of appointment as Precision Tool's agent for service of process; (10) Agent shall have received environmental audit reports (including, without limitation, Xxxxx 0, Xxxxx 2 and Remedies environmental reports) concerning Precision Tool in scope and substance satisfactory to Agent and the Lenders; (11) Agent shall have received copies of the final audit report of Precision Tool prepared in connection with the Acquisition and the reviewed financial statements of Precision Tool; (12) 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; (13) 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; (14) 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; (15) 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; (16) Agent shall have received evidence satisfactory to it that the appropriate Governmental Authorities for the State of Kentucky have determined that no material adverse change further action will be taken by the State of Kentucky with respect to possible ground water contamination in connection with the financial conditionproperty commonly known as 0000 Xxxxxxx Xxxxxxx in Louiseville, operationsKentucky; (17) Agent shall have received the Payment Source Agreement duly executed by Borrower and the other parties thereto before a Mexican notary public; (18) Agent shall have received in form and substance satisfactory to it and each Lender, assets(i) an opinion of special Mexican counsel to Borrower and the Mexican Subs, liabilities(ii) opinion(s) from special U.S. counsel to Precision Tool and Elamex USA with respect to such matters as Agent may request including without limitation matters relating to U.S. Federal and Kentucky, businessDelaware, managementand New York state law; and (19) the value of Borrower's Eligible Receivables, control or prospects of any such Loan Partyas determined by Agent (in its sole discretion) based on information provided by Borrower and taking into account historical adjustments, shall be an amount greater than U.S.$10,600,000. (f20) The advance Agent shall have received such other approvals, opinions, supplements to be made under Disclosure Schedules, documents or other materials as Agent, the Loan and the use of the proceeds thereof shall not violate Collateral Agent or any applicable law, regulation, injunction or order Lender may request. If any other term of any government Loan Document should conflict, or court. (g) appear to conflict, with this Article 2, the terms of this Article 2 shall control, and Borrower shall have reimbursed Lender for all costs and expenses, including reasonable fees and disbursements of counsel for Lender, incurred by Lender for the negotiation and preparation no rights under this Agreement or any other Loan Document until each of the Loan Documents conditions of this Article 2 has been complied with to Agent's and each Lender's satisfaction or specifically waived in making a writing by the Loan, including any extensions, modifications or amendments theretoLenders (and acknowledged by Agent) identifying by section number the condition to be waived and the specific circumstance with respect to which the condition is waived.

Conditions to the Loan. At Prior to the time initial disbursement of the making Loan, Borrower shall have delivered to Lender the following: (A) the duly executed Note; (B) the duly executed Pledge Agreement; (C) original certificates representing the Pledged Stock, accompanied by stock powers endorsed in blank; (D) if requested by Lender, the financing statements described in Section 4.05; (E) copies, certified as of the Loan date of this Agreement by Lender to Borrower under Borrower’s corporate secretary, of resolutions of Borrower’s board of directors authorizing the execution, delivery and performance of this Agreement, the following conditions shall have been fulfilled to Lender’s satisfaction and Lender shall not be obligated hereunder to make the Loan unless all such conditions have been so fulfilled or expressly waived in writing by Lender (Lender may also allow such conditions, in its discretion, to be satisfied post-closing): (a) This Agreement, the Note, Guarantythe Collateral Documents, and the Deed of Trust (together with any each other agreement, instrument or document executed by Borrower with or in favor of Lender under or in connection herewith or therewith, or any extensions, renewals, refinancing, restructurings, modifications, restatements or replacements, in whole or in part, of or for any of the foregoing, collectively, the “Loan Documents”) shall have been duly executed and to be delivered by all required parties thereto and in form and substance satisfactory to Lender. (b) Lender shall receive the following (each in form and substance satisfactory to Lender): (i) Evidence of the perfection of Lender’s liens on the Collateral as well as satisfactory evidence of the absence of any other liens on the Collateral other than the Senior Secured Loan and any other liens expressly permitted hereunderpursuant hereto; (iiF) Evidence copies, certified as of the date of this Agreement by their respective corporate secretaries, of the articles of incorporation of Borrower and the Subsidiary Bank, together with a certificate (dated the date of this Agreement) of the their respective corporate secretaries to the effect that the Borrower (and each affiliated entity set forth herein) is validly existing and such articles of incorporation have not been amended except as provided in good standing and that Borrower has the right and authority to enter into the Loan Documentssuch articles; (iiiG) Evidence copies, certified as of casualty insurancethe date of this Agreement by their respective corporate secretaries, liability insurance and loss of rents insurance on the bylaws of Borrower and upon closing the Subsidiary Bank, together with a certificate (dated the date of this Agreement) of the Property, covering their respective corporate secretaries to the Propertyeffect that such bylaws have not been amended except as provided in such bylaws; (H) a certificate (dated the date of this Agreement) of Borrower’s corporate secretary as to the incumbency and signatures of the officers of Borrower signing this Agreement, the Project Note, the Collateral Documents, and Collateral all being satisfactory each other document to be delivered pursuant hereto; (I) certificates, as of the most recent dates practicable, of the secretary of state of the state of incorporation of Borrower and the Subsidiary Bank, and, where appropriate, the department of revenue or taxation of such state, as to the existence and good standing of Borrower and the Subsidiary Bank; (J) a favorable opinion of Borrower’s counsel, in form acceptable to Lender; (ivK) Copy if requested by Lender, certificates of one or more of the closing statement for the purchase of the Propertyinsurance policies referred to in Section 6.01(F); (vL) Evidence evidence acceptable to Lender that Borrower and the Subsidiary Bank have received all necessary regulatory approvals for the Loan, to enter into and perform their Obligations under this Agreement and the Collateral Documents, and for payment by the Resulting Bank of dividends to Borrower in amounts sufficient to comply with the repayment terms of the fee simple and marketable title to the Property in the name of BorrowerLoan; (viM) documents reasonably required payment of all fees and expenses payable pursuant to grant Lender a valid and existing second secured deed of trust in and to the Propertythis Agreement; (viiN) Such copies of each consent, approval or authorization of, or filing, registration or qualification with, any Person that is required to be obtained or effected by the Borrower, the Subsidiary Bank, the Seller, or the Target Bank in connection with the merger of the Seller with and into the Borrower and the merger of the Target Bank with and into the Subsidiary Bank; (O) a Certificate Regarding Merger in the form of Exhibit C and such other documents, certificates, approvals or filings evidence as Lender may reasonably request.require to evidence the consummation of the merger of the Seller with and into Borrower and the merger of the Target Bank with and into the Subsidiary Bank (such evidence shall include, without limitation, file-stamped copies of the applicable certificate(s) or article(s) of merger from the Alabama Secretary of State and/or the Alabama State Banking Department, as appropriate); and (cP) There such other documentation as Lender shall then exist no Event of Default under the Loan Documents or this Agreement (or other event which, with the giving of notice or passage of time, or both, would constitute such an Event of Default). (d) All representations and warranties by Borrower and any guarantor (collectivelyrequire regarding Borrower, the “Loan Parties”) in each Subsidiary Bank, the Seller, the Target Bank or the Resulting Bank, including, without limitation, opinions and certificates of the Loan Documents shall be true and correct in all material respects. (e) There shall have been no material adverse change in the financial conditionBorrower’s independent certified public accountants, operationsappraisals, assets, liabilities, business, management, control or prospects reports of any such Loan Party. (f) The advance to be made under the Loan and the use of the proceeds thereof shall not violate any applicable law, regulation, injunction or order of any government or court. (g) Borrower shall have reimbursed Lender for all costs and expenses, including reasonable fees and disbursements of counsel for other independent consultants selected by Lender, incurred by Lender for the negotiation and preparation certificates of the Loan Documents and in making the Loan, including any extensions, modifications or amendments theretoBorrower’s officers.