Common use of Conditions to Loan Closing Clause in Contracts

Conditions to Loan Closing. The City’s obligation to proceed with the Loan Closing is subject to the Applicant’s fulfillment of each of the following conditions at or prior to the Loan Closing: a. All representations and warranties of the Applicant shall be true as of the Loan Closing. b. The Applicant shall have delivered to the City: (1) Evidence of Good Standing of the Applicant from the Nebraska Secretary of State. (2) A copy of the current and correct Articles of Incorporation and Bylaws certified by an officer of the Applicant to be correct; (3) Certified resolutions of the Directors of the Applicant authorizing this Agreement and providing for signature authority. c. In order to secure the Loan and the Repayment, the Applicant shall have delivered to the City the following: (1) a Security Agreement (the “Security Agreement”) covering the Applicant’s inventory, equipment and accounts. The Security Agreement shall be in the form of the attached “Exhibit B”. (2) a guaranty (the “Guaranty”) of the ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇. The Guaranty shall be in the form of the attached “Exhibit C”. d. The Applicant shall in all material respects have performed its obligations, agreements, and covenants contained in this Agreement to be performed by them, on, or before the Loan Closing. e. There shall have been no material adverse change in the operation or financial status of the Applicant and the Loan Closing shall constitute the Applicant’s representations that there has been no such material adverse change. f. In requesting the disbursement of the Loan, the Applicant is considered to have represented that the above conditions have been satisfied and are continuing to be satisfied.

Conditions to Loan Closing. The City’s obligation to proceed with the Loan Closing is subject to the Applicant’s fulfillment of each of the following conditions at or prior to the Loan Closing: a. All representations and warranties of the Applicant shall be true as of the Loan Closing. b. The Applicant shall have delivered to the City: (1) Evidence of Good Standing of the Applicant from the Nebraska Secretary of State. (2) A copy of the current and correct Articles of Incorporation and Bylaws of the Applicant certified by an officer the Secretary of the Applicant to be correct; (3) Certified resolutions of the Applicants Board of Directors of the Applicant authorizing this Agreement and providing for signature authority. c. The Applicant shall have received a loan as provided for in the Application. d. In order to secure the Loan and the Repayment, the Applicant shall have delivered to the City the following: (1) a Security Agreement guaranty (the “Guaranty”) of ▇▇▇▇ ▇▇▇▇▇. The form of the Guaranty is attached. (2) a security agreement (the “Security Agreement”) covering the Applicant’s inventory, equipment and accountswhich shall be second in priority to the Applicant’s primary lender. The Security Agreement shall be in the form of the attached “Exhibit B”Security Agreement is attached. (2) a guaranty (the “Guaranty”) of the ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇. The Guaranty shall be in the form of the attached “Exhibit C”. d. e. The Applicant shall in all material respects have performed its obligations, agreements, and covenants contained in this Agreement to be performed by them, on, or before the Loan Closing. e. f. There shall have been no material adverse change in the operation or financial status of the Applicant and the Loan Closing shall constitute the Applicant’s representations that there has been no such material adverse change. f. g. In requesting the disbursement of the Loan, the Applicant is considered to have represented that the above conditions have been satisfied and are continuing to be satisfied.

Conditions to Loan Closing. The City’s obligation to proceed with the Loan Closing is subject to the Applicant’s fulfillment of each of the following conditions at or prior to the Loan Closing: a. All representations and warranties of the Applicant shall be true as of the Loan Closing. b. The Applicant shall have delivered to the City: (1) Evidence of Good Standing of the Applicant from the Nebraska Secretary of State. (2) A copy of the current and correct Articles of Incorporation and Bylaws of the Applicant certified by an officer the Secretary of the Applicant to be correct; (3) Certified resolutions of the Applicants Board of Directors of the Applicant authorizing this Agreement and providing for signature authority. c. The Applicant shall have received a loan as provided for in the Application. d. In order to secure the Loan and the Repayment, the Applicant shall have delivered to the City the following: (1) a Security Agreement guaranty (the “Guaranty”) of (i) ▇▇▇▇▇ & ▇▇▇▇▇▇ Heating and Air Conditioning, LLC, (ii) ▇▇▇▇ ▇▇▇▇▇▇, and anyone owning 25% of the stock of the Applicant. The form of the Guaranty is attached. (2) a security agreement (the “Security Agreement”) covering the Applicant’s inventory, equipment and accountswhich shall be second in priority to the Applicant’s primary lender. The Security Agreement shall be in the form of the attached “Exhibit B”Security Agreement is attached. (23) a guaranty deed of trust (the “GuarantyDeed of Trust”) of covering the ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇Applicant’s real estate which shall be second in priority to the Applicant’s primary lender. The Guaranty shall be in the form of the attached “Exhibit C”Deed of Trust is attached. d. e. The Applicant shall in all material respects have performed its obligations, agreements, and covenants contained in this Agreement to be performed by them, on, or before the Loan Closing. e. f. There shall have been no material adverse change in the operation or financial status of the Applicant and the Loan Closing shall constitute the Applicant’s representations that there has been no such material adverse change. f. g. In requesting the disbursement of the Loan, the Applicant is considered to have represented that the above conditions have been satisfied and are continuing to be satisfied.

Conditions to Loan Closing. The City’s obligation to proceed with the Loan Closing is subject to the Applicant’s fulfillment of each of the following conditions at or prior to the Loan Closing: a. All representations and warranties of the Applicant shall be true as of the Loan Closing. b. The Applicant shall have delivered to the City: (1) Evidence of Good Standing of the Applicant from the Nebraska Secretary of State. (2) A copy of the current and correct Articles of Incorporation and Bylaws of the Applicant certified by an officer the Secretary of the Applicant to be correct; (3) Certified resolutions of the Applicants Board of Directors of the Applicant authorizing this Agreement and providing for signature authority. c. The Applicant shall have received loans from Western States Bank as indicated in the Application. d. The Applicant shall have received funds from the City of ▇▇▇▇▇▇ CDBG reuse funds as indicated in the Application. e. The Applicant shall have executed a lease agreement for a facility in Gering, Nebraska, of a term no less than 5 years. f. In order to secure the Loan and the Repayment, the Applicant shall have delivered to the City the following: (1) a Security Agreement (the “Security Agreement”) covering the Applicant’s inventory, equipment joint and accounts. The Security Agreement shall be in the form of the attached “Exhibit B”. (2) a several guaranty (the “Guaranty”) of the following owners of the Applicant: ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and , ▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇ ▇▇▇▇▇, and ECB Corp. d/b/a Omni Duct Systems. (2) a security agreement (the “Security Agreement”) covering the Applicant’s equipment, inventory, accounts, and other personal property which shall be second in priority to the Applicant’s primary lender, Western States Bank. The Guaranty shall be in the form of the attached “Exhibit C”Security Agreement is attached. d. g. The Applicant shall in all material respects have performed its obligations, agreements, and covenants contained in this Agreement to be performed by them, on, or before the Loan Closing. e. h. There shall have been no material adverse change in the operation or financial status of the Applicant and the Loan Closing shall constitute the Applicant’s representations that there has been no such material adverse change. f. i. In requesting the disbursement of the Loan, the Applicant is considered to have represented that the above conditions have been satisfied and are continuing to be satisfied.

Conditions to Loan Closing. The City’s obligation to proceed with the Loan Closing is subject to the Applicant’s fulfillment of each of the following conditions at or prior to the Loan Closing: a. All representations and warranties of the Applicant shall be true as of the Loan Closing. b. The Applicant shall have delivered to the City: (1) Evidence of Good Standing of the Applicant from the Nebraska Secretary of State. (2) A copy of the current and correct Articles of Incorporation and Bylaws certified by an officer the Secretary of the Applicant to be correct; (3) Certified resolutions of the Board of Directors of the Applicant authorizing this Agreement and providing for signature authority. c. In order to secure the Loan and the RepaymentLoan, the Applicant shall have delivered to the City the following: (1) a Security Agreement (the “Security Agreement”) covering the Applicant’s inventory, equipment and accounts. The Security Agreement shall be in the form of the attached “Exhibit B”. (2) a guaranty (the “Guaranty”) of the ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇. ▇▇▇▇▇. The Guaranty shall be in the form of the attached “Exhibit CB”. d. The Applicant shall in all material respects have performed its obligations, agreements, and covenants contained in this Agreement to be performed by them, on, or before the Loan Closing. e. There shall have been no material adverse change in the operation or financial status of the Applicant and the Loan Closing shall constitute the Applicant’s representations that there has been no such material adverse change. f. In requesting the disbursement of the Loan, the Applicant is considered to have represented that the above conditions have been satisfied and are continuing to be satisfied.

Conditions to Loan Closing. The City’s obligation to proceed with the Loan Closing is subject to the Applicant’s fulfillment of each of the following conditions at or prior to the Loan Closing: a. All representations and warranties of the Applicant shall be true as of the Loan Closing. b. The Applicant shall have delivered to the City: (1) Evidence of Good Standing of the Applicant from the Nebraska Secretary of State. (2) A copy of the current and correct Articles of Incorporation and Bylaws certified by an officer the President or Secretary of the Applicant to be correct; (3) Certified resolutions of the Board of Directors of the Applicant Corporation authorizing this Agreement and providing for signature authority. c. In order to secure the Loan and the Repayment, the Applicant shall have delivered to the City the following: (1) a Security Agreement A Deed of Trust to be given by ▇▇▇▇▇▇ 314, LLC which owns the real estate used by the Facility (the “Security AgreementDeed of Trust”) covering the Applicant’s inventory, equipment and accounts). The Security Agreement Deed of Trust shall be second in priority to the existing Deed of Trust held by Platte Valley Bank. The Deed of Trust shall be in the form of the attached “Exhibit B”. (2) a The guaranty (the “Guaranty”) of the ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇, the solemajority shareholder of the Applicant. The Guaranty shall be in the form of the attached “Exhibit C”. d. The Applicant shall have paid off the unearned balance of an existing Economic Development Assistance Agreement between the City, the Applicant and others, dated June 9, 2009. e. The Applicant shall in all material respects have performed its obligations, agreements, and covenants contained in this Agreement to be performed by them, on, or before the Loan Closing. e. f. There shall have been no material adverse change in the operation or financial status of the Applicant and the Loan Closing shall constitute the Applicant’s representations that there has been no such material adverse change. f. g. In requesting the disbursement of the Loan, the Applicant is considered to have represented that the above conditions have been satisfied and are continuing to be satisfied.

Conditions to Loan Closing. The City’s obligation to proceed with the Loan Closing is subject to the Applicant’s fulfillment of each of the following conditions at or prior to the Loan Closing: a. All representations and warranties of the Applicant shall be true as of the Loan Closing. b. The Applicant shall have delivered to the City: (1) Evidence of Good Standing of the Applicant from the Nebraska Secretary of State. (2) A copy of the current and correct Articles Certificate of Incorporation Organization and Bylaws certified by an officer Operating Agreement of the Applicant certified by the members (the “Members”) to be correct; (3) Certified resolutions of the Directors of the Applicant Members authorizing this Agreement and providing for signature authority. c. In order to secure the Loan and the Repayment, the Applicant shall have delivered to the City the following: (1) a Security Agreement A guaranty (the “Security AgreementGuaranty”) covering of the Applicant’s inventory, equipment Members and accountsPioneer Properties. The Security Agreement Guaranty shall be in the form of the attached “Exhibit B”. (2) The Guaranty of Pioneer Properties shall be secured by a guaranty Deed of Trust (the “GuarantyDeed of Trust”) of covering the ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇Real Estate. The Guaranty Deed of Trust shall be in the form of the attached “Exhibit C”. The Deed of Trust shall be second in priority to the Bank Loan. d. The Applicant shall in all material respects have performed its obligations, agreements, and covenants contained in this Agreement to be performed by them, on, or before the Loan Closing. e. There shall have been no material adverse change in the operation or financial status of the Applicant and the Loan Closing shall constitute the Applicant’s representations that there has been no such material adverse change. f. In requesting the disbursement of the Loan, the Applicant is considered to have represented that the above conditions have been satisfied and are continuing to be satisfied.

Conditions to Loan Closing. The City’s obligation to proceed with the Loan Closing is subject to the Applicant’s fulfillment of each of the following conditions at or prior to the Loan Closing: a. All representations and warranties of the Applicant shall be true as of the Loan Closing. b. The Applicant shall have delivered to the City: (1) Evidence of Good Standing of the Applicant from the Nebraska Secretary of State. (2) A copy of the current and correct Articles of Incorporation and Bylaws of the Applicant certified by an officer the Secretary of the Applicant to be correct; (3) Certified resolutions of the Applicants Board of Directors of the Applicant authorizing this Agreement and providing for signature authority. c. The Applicant shall have received loans from Western States Bank as indicated in the Application. d. The Applicant shall have received funds from the City of ▇▇▇▇▇▇ CDBG reuse funds as indicated in the Application. e. The Applicant shall have executed a lease agreement for a facility in Gering, Nebraska, of a term no less than 5 years. f. In order to secure the Loan and the Repayment, the Applicant shall have delivered to the City the following: (1) a Security Agreement (the “Security Agreement”) covering the Applicant’s inventory, equipment joint and accounts. The Security Agreement shall be in the form of the attached “Exhibit B”. (2) a several guaranty (the “Guaranty”) of the following owners of the Applicant: ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and , ▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇ ▇▇▇▇▇. (2) a security agreement (the “Security Agreement”) covering the Applicant’s equipment, inventory, accounts, and other personal property which shall be second in priority to the Applicant’s primary lender, Western States Bank. The Guaranty shall be in the form of the attached “Exhibit C”Security Agreement is attached. d. g. The Applicant shall in all material respects have performed its obligations, agreements, and covenants contained in this Agreement to be performed by them, on, or before the Loan Closing. e. h. There shall have been no material adverse change in the operation or financial status of the Applicant and the Loan Closing shall constitute the Applicant’s representations that there has been no such material adverse change. f. i. In requesting the disbursement of the Loan, the Applicant is considered to have represented that the above conditions have been satisfied and are continuing to be satisfied.

Conditions to Loan Closing. The City’s obligation to proceed with the Loan Closing is subject to the Applicant’s fulfillment of each of the following conditions at or prior to the Loan Closing: a. All representations and warranties of the Applicant shall be true as of the Loan Closing. b. The Applicant shall have delivered to the City: (1) Evidence of Good Standing of the Applicant from the Nebraska Secretary of State. (2) A copy of the current and correct Articles of Incorporation and Bylaws certified by an officer the President or Secretary of the Applicant to be correct; (3) Certified resolutions of the Board of Directors of the Applicant Corporation authorizing this Agreement and providing for signature authority. c. In order to secure the Loan and the Repayment, the Applicant shall have delivered to the City the following: (1) a Security Agreement A Deed of Trust to be given by ▇▇▇▇▇▇ 314, LLC which owns the real estate used by the Facility (the “Security AgreementDeed of Trust”) covering the Applicant’s inventory, equipment and accounts). The Security Agreement Deed of Trust shall be second in priority to the existing Deed of Trust held by Platte Valley Bank. The Deed of Trust shall be in the form of the attached “Exhibit B”. (2) a The guaranty (the “Guaranty”) of the ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇, the majority shareholder of the Applicant. The Guaranty shall be in the form of the attached “Exhibit C”. d. The Applicant shall have paid off the unearned balance of an existing Economic Development Assistance Agreement between the City, the Applicant and others, dated June 9, 2009. e. The Applicant shall in all material respects have performed its obligations, agreements, and covenants contained in this Agreement to be performed by them, on, or before the Loan Closing. e. f. There shall have been no material adverse change in the operation or financial status of the Applicant and the Loan Closing shall constitute the Applicant’s representations that there has been no such material adverse change. f. g. In requesting the disbursement of the Loan, the Applicant is considered to have represented that the above conditions have been satisfied and are continuing to be satisfied.

Conditions to Loan Closing. The In addition to any conditions for the Conditional Loan above, the City’s obligation to proceed with the either Loan Closing is subject to the Applicant’s fulfillment of each of the following conditions at or prior to the each Loan Closing: a. All representations and warranties of the Applicant shall be true as of the Loan Closing. b. The Applicant shall have delivered to the City: (1) Evidence of Good Standing of the Applicant from the Nebraska Secretary of State. (2) A copy of the current and correct Articles Certificate or Organization of Incorporation and Bylaws the Applicant, certified by an officer the President of the Applicant to be correct; (3) Certified resolutions Resolution of the Directors Members of the Applicant Applicant, authorizing this Agreement and providing for signature authority. c. In order to secure the Loan Loans and the Repaymentrepayment, the Applicant shall have delivered to the City the following: (1) a Security Agreement (the “Security Agreement”) covering the Applicant’s inventory, equipment and accountspersonal property of the Business. The Security Agreement shall be in the form of the attached “Exhibit B”Security Agreement is attached. (2) a guaranty (d. In order to induce the “Guaranty”) Loans and secure repayment, the Applicant shall have delivered an unconditional Guaranty of the ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇. The Guaranty shall be in the form of the attached “Exhibit C”Guaranty is attached. d. e. The Applicant shall in all material respects have performed its obligations, agreements, and covenants contained in this Agreement to be performed by them, on, or before the either Loan Closing. e. f. There shall have been no material adverse change in the operation or financial status of the Applicant and the either Loan Closing shall constitute the Applicant’s representations that there has been no such material adverse change. f. g. In requesting the disbursement of the LoanLoans, the Applicant is considered to have represented that the above conditions have been satisfied and are continuing to be satisfied.