Common use of Conditions Precedent to Each Disbursement Clause in Contracts

Conditions Precedent to Each Disbursement. Lender's obligation to make any Disbursement of the Loan shall be further subject to the following: (a) Borrower shall submit to Lender a Disbursement Request in form and content acceptable to Lender and executed by an authorized officer or other representative of Borrower; (b) No Event of Default (as herein defined), or any event which with notice or the passage of time would constitute an Event of Default, shall then exist hereunder; (c) Borrower shall provide Lender with such information as Lender may reasonably require regarding: (i) the proposed use of the requested Loan funds; and (ii) the proposed collateral to be pledged by Borrower in connection with the requested Disbursement, including, without limitation, copies of the promissory note and the deed of trust to be collaterally assigned to Lender (which must conform to FIDICIA guidelines), a copy of the appraisal for the real property encumbered by such deed of trust, and a copy of the lender's policy of title insurance insuring such deed of trust as a lien on the real property encumbered thereby, all of which shall be in form and content acceptable to Lender in its sole discretion; and (d) Borrower and/or Del Mar Mortgage shall execute and deliver to Lender, as security for the Loan, such Collateral Assignment Documents as Lender shall require to collaterally assign to Lender the promissory note(s), and deed(s) of trust securing the same (the "Collateral Notes/Deeds of Trust"), executed by third parties in favor of Borrower or Del Mar Mortgage. The Collateral Documents shall include, but not be limited to, a Security Agreement, a Collateral Assignment of Note And Deed of Trust, and an Assignment Endorsement in substantially the form attached hereto as ▇▇▇▇▇▇▇▇ "▇", "▇" and "C", respectively. In addition to the Collateral Assignment Documents, Borrower shall deliver to Lender the original Collateral Notes/Deeds of Trust, the original lender's policy or policies of title insurance insuring the same, and ALTA form 104 title endorsements thereto in favor of Lender in connection with the Collateral Assignment Documents. Borrower shall pay all of costs, fees and expenses incurred by Lender in connection with the Collateral Assignment Documents, including, reasonable attorneys' fees and costs, and title insurance premiums.

Conditions Precedent to Each Disbursement. Lender's The obligation to make any Disbursement of the Loan Lender to permit any Disbursement, including the first Disbursement, shall be further subject to the followingdelivery to the Lender of the documents indicated below and to the fulfillment, as of the date of such Disbursement, in a manner satisfactory to the Lender, of the conditions set forth below: (a) Borrower shall submit to Lender A Request for Disbursement substantially in the form attached hereto as Exhibit "D", and made a Disbursement Request in form and content acceptable to Lender and executed by an authorized officer or other representative of Borrower;part hereof. (b) No A Borrowing Base Certificate, substantially in the form attached hereto as Exhibit "E", and made a part hereof current within the past thirty (30) calendar days of the date of the requested Disbursement. (c) A copy of the Export Orders referenced in the Request for Disbursement or, if permitted by Lender, a written summary of the Export Orders. (d) For any eligible Disbursement related to an Indirect Export, the Borrower shall deliver to Lender an executed copy of both the purchase contract between the Borrower and the buyer and a written certification from the Borrower and the buyer that the Items sold pursuant to such purchase contract will be exported to a country which Ex-Im Bank is not legally prohibited from doing business. (e) Borrower shall have complied and shall be in compliance with all terms, covenants and conditions of this Agreement, the Borrower Agreement and the Note which are binding upon it. (f) There shall exist no Event of Default (as herein defined)and no event which, or any event which with the giving of notice or the passage of time time, or both, would constitute an Event of Default, shall then exist hereunder;. (cg) Borrower The representations and warranties contained in Article 8 shall provide Lender be true and correct with the same effect as though such information as Lender may reasonably require regarding:representations and warranties had been made at the time of the making of the Disbursement. (ih) the proposed use Lender shall have received payment of the requested Loan funds; fees specified in Section 3.1 and (ii) the proposed collateral to be pledged by Borrower in connection with the requested Disbursement, including, without limitation, copies of the promissory note and the deed of trust to be collaterally assigned to Lender (which must conform to FIDICIA guidelines), a copy of the appraisal for the real property encumbered by such deed of trust, and a copy of the lender's policy of title insurance insuring such deed of trust as a lien on the real property encumbered thereby, all of which shall be in form and content acceptable to Lender in its sole discretion; and (d) Borrower and/or Del Mar Mortgage shall execute and deliver to Lender, as security for the Loan, such Collateral Assignment Documents as Lender shall require to collaterally assign to Lender the promissory note(s), and deed(s) of trust securing the same (the "Collateral Notes/Deeds of Trust"), executed by third parties in favor of Borrower or Del Mar Mortgage. The Collateral Documents shall include, but not be limited to, a Security Agreement, a Collateral Assignment of Note And Deed of Trust, and an Assignment Endorsement in substantially the form attached hereto as ▇▇▇▇▇▇▇▇ "▇", "▇" and "C", respectively. In addition to the Collateral Assignment Documents, Borrower shall deliver to Lender the original Collateral Notes/Deeds of Trust, the original lender's policy or policies of title insurance insuring the same, and ALTA form 104 title endorsements thereto in favor of Lender in connection with the Collateral Assignment Documents. Borrower shall pay all of costs, other fees and expenses incurred by Lender in connection with the Collateral Assignment Documents, including, reasonable attorneys' fees due and costs, and title insurance premiumspayable under Article 3.

Conditions Precedent to Each Disbursement. Lender's obligation to make any Disbursement The disbursement and issuance of the each Loan and Letters of Credit shall be further subject to the followingfollowing conditions precedent: (a) Borrower No Default or Event of Default shall submit to Lender a Disbursement Request in form have occurred and content acceptable to Lender and executed by an authorized officer or other representative of Borrower;be continuing. (b) No Event of Default (as herein defined), event or any event condition shall have occurred which with notice or the passage of time would constitute an Event of Default, shall then exist hereunder;has a Material Adverse Effect. (c) Borrower shall provide Lender with such information as Lender may reasonably require regarding: (i) the proposed use All representations and warranties of the requested Borrowers contained in the Loan funds; and (ii) the proposed collateral to be pledged by Borrower in connection with the requested Disbursement, including, without limitation, copies of the promissory note and the deed of trust to be collaterally assigned to Lender (which must conform to FIDICIA guidelines), a copy of the appraisal for the real property encumbered by such deed of trust, and a copy of the lender's policy of title insurance insuring such deed of trust as a lien on the real property encumbered thereby, all of which Documents shall be true and correct in form all material respects at the date of such disbursement, except for representations and content acceptable warranties that relate to Lender an earlier date (in its sole discretion; andwhich case such representations and warranties shall have been true and accurate on and as of such earlier date). (d) Borrower and/or Del Mar Mortgage No change shall execute and deliver have occurred in any law or regulations thereunder or interpretations thereof that, in the opinion of counsel for the Administrative Agent, would make it illegal for the Administrative Agent or any Lender to make Loans, or for the Issuing Bank to issue Letters of Credit, hereunder. (e) To the extent any Lender is a Defaulting Lender or a Potential Defaulting Lender, at the time of such Loan or issuance of such Letter of Credit, the LC Exposure or the Swingline Exposure to the Issuing Bank or the Swingline Lender, as security for the Loancase may be, that would result therefrom is fully covered or eliminated by cash collateralizing the reimbursement obligations of the Borrowers with respect to such Collateral Assignment Documents as Lender shall require Letter of Credit or to collaterally assign obligations of the Borrowers to Lender the promissory note(s), and deed(s) of trust securing the same (the "Collateral Notes/Deeds of Trust"), executed pay such Swingline Loan by third parties in favor of Borrower or Del Mar Mortgage. The Collateral Documents shall include, but not be limited to, a Security Agreement, a Collateral Assignment of Note And Deed of Trust, and an Assignment Endorsement in substantially the form attached hereto as ▇▇▇▇▇▇▇▇ "▇", "▇" and "C", respectively. In addition amount at least equal to the Collateral Assignment DocumentsLC Exposure or the Swingline Exposure, Borrower shall deliver as the case may be, of such Defaulting Lender or Potential Defaulting Lender, or that the Borrowers have made other arrangements reasonably satisfactory to Lender the original Collateral Notes/Deeds of TrustAdministrative Agent, the original lender's policy or policies of title insurance insuring Issuing Bank and the same, and ALTA form 104 title endorsements thereto in favor of Swingline Lender in connection with their reasonable discretion to protect them against the Collateral Assignment Documents. Borrower shall pay all risk of costsnon-payment by such Defaulting Lender or Potential Defaulting Lender; provided that no such cash collateralization will constitute a waiver or release of any claim any Borrower, fees and expenses incurred by the Administrative Agent, the Issuing Bank, the Swingline Lender in connection with the Collateral Assignment Documentsor any other Lender may have against such Defaulting Lender, including, reasonable attorneys' fees and costs, and title insurance premiumsor cause such Defaulting Lender or Potential Defaulting Lender to be a Non-Defaulting Lender.

Conditions Precedent to Each Disbursement. Lender's The obligation of Title to make any Disbursement disburse the Loan proceeds to be disbursed hereunder shall be subject to the condition precedent that (i) the conditions set forth in Section 3 of the Loan Agreement shall have been satisfied or waived in writing by the EDA and (ii) EDA and Title shall have received on or before the date of disbursing the initial Loan proceeds, or in the case of items to be further subject to furnished in conjunction with a later disbursement, on or before the date of disbursing such later Loan proceeds, the following: (a) A sworn construction statement furnished by the Borrower shall submit for each Project, to Lender a Disbursement be updated with each Draw Request in form for such Project setting forth any contractors, subcontractors and content acceptable to Lender suppliers, the amount of any contracts, the amount paid to- date, the amount being requested and executed by an authorized officer or other representative of Borrowerthe balances due; (b) No Event A sources and uses document for each Project to be updated and submitted with each Draw Request, reflecting all financial sources (and evidence satisfactory to the EDA that such sources are available to pay for such Project) and uses, i.e. the amount paid to-date, the amount being requested, and the sources of Default (as herein defined), or any event which with notice or funds and the passage of time would constitute an Event of Default, shall then exist hereundercosts remaining; (c) Borrower shall provide Lender Copies of all written estimates from or signed agreements with such information the contractors who are the subject of the Draw Request; (d) A Draw Request (in the form attached hereto as Lender may reasonably require regardingExhibit A) accompanied by: (i) unconditional written lien waivers for work done and materials supplied which were paid for pursuant to the proposed use of the requested Loan funds; and (ii) the proposed collateral to be pledged by Borrower in connection with the requested Disbursement, including, without limitation, copies of the promissory note and the deed of trust to be collaterally assigned to Lender (which must conform to FIDICIA guidelines), a copy of the appraisal for the real property encumbered by such deed of trust, and a copy of the lender's policy of title insurance insuring such deed of trust as a lien on the real property encumbered thereby, all of which shall be in form and content acceptable to Lender in its sole discretionprevious Draw Request; and (dii) Borrower and/or Del Mar Mortgage shall execute invoices or such other supporting evidence as may reasonably be requested by the EDA or Title to substantiate (a) all payments which are to be made out of the relevant Draw Request and deliver to Lender, as security for the Loan, such Collateral Assignment Documents as Lender shall require to collaterally assign to Lender the promissory note(s), and deed(s(b) of trust securing the same (the "Collateral Notes/Deeds of Trust"), executed by third parties in favor of Borrower or Del Mar Mortgage. The Collateral Documents shall include, but not be limited to, a Security Agreement, a Collateral Assignment of Note And Deed of Trust, and an Assignment Endorsement in substantially the form attached hereto as ▇▇▇▇▇▇▇▇ "▇", "▇" and "C", respectively. In addition all payments then made with respect to the Collateral Assignment DocumentsProjects. Costs previously paid directly by the Borrower may be reimbursed, Borrower through a Draw Request; provided that evidence of such payments satisfactory to Title and the EDA is provided to Title. Title shall deliver obtain verbal approval from the EDA prior to Lender disbursing each Draw Request. Prior to disbursing any Draw Requests, Title shall undertake a search for mechanics liens and provide an email notice to the original Collateral Notes/Deeds EDA of Trust, the original lender's policy or policies results of title insurance insuring the same, and ALTA form 104 title endorsements thereto in favor of Lender in connection with the Collateral Assignment Documents. Borrower shall pay all of costs, fees and expenses incurred by Lender in connection with the Collateral Assignment Documents, including, reasonable attorneys' fees and costs, and title insurance premiumssuch search.