Common use of Condition Precedent to Initial Advance Clause in Contracts

Condition Precedent to Initial Advance. The obligation of -------------------------------------- the Bank to make its initial Advance is subject to the condition precedent that the Bank shall have received on or before the day of such Advance the following, each dated such day, in form and substance satisfactory to the Bank: (a) The Note duly executed by the Borrower; (b) The Pledge Agreement duly executed by the Borrower, together with: (i) acknowledgement copies or stamped receipt copies of proper financing statements, duly filed under the Uniform Commercial Code of all jurisdictions that the Bank may deem necessary or desirable in order to perfect the security interests created by the Pledge Agreement; (ii) completed requests for information, listing the financing statements referred to in Section 3.01(b)(i) and all other effective financing statements filed in the jurisdictions referred to in Section 3.01(b) (i) that name the Borrower as debtor, together with copies of such other financing statements (none of which shall cover the collateral purported to be covered by the Pledge Agreement); (iii) certificates, representing the Pledged Shares accompanied by the following: (A) a letter from each issuer of Pledged Shares (singularly, an "Issuer Letter") directing the transfer agent to remove the legend on such Pledged Shares; (B) a letter from the transfer agent for each issuer of such Pledged Shares stating that such transfer agent will (i) remove any restrictive legend on such Pledged Shares upon delivery of the certificates representing such issuer's Pledged Shares and the related Issuer Letter; (ii) hold such Pledged Shares as agent for the Bank while removing the legends; and (iii) deliver the reissued Pledged Shares to the Bank after removal of any such restrictive legend; and (C) undated stock powers executed in blank or registered in the name of the Bank or such nominee or nominees as the Bank shall specify; and (iv) evidence that all other actions (including, but not limited to, the giving of any and all notices) necessary or, in the opinion of the Bank, desirable to perfect and protect the security interests created by the Pledge Agreement have been taken; (c) Federal Reserve Form U-1 provided for in Regulation U issued by the Board of Governors of the Federal Reserve System, the statements made in which shall be such, in the opinion of the Bank, as to permit the transactions contemplated hereby in accordance with said Regulation U; (d) Certified copies of all documents evidencing necessary governmental approvals, if any, with respect to each Loan Document; (e) The balance sheet of the Guarantor as at June 30, 1994 in reasonable detail and day certified by the Guarantor as being accurate and fairly presenting the financial condition of the Guarantor as at such date and for such period; (f) The balance sheet of the Borrower as at June 30, 1994 in reasonable detail and duly certified by the Trustee as being accurate and fairly presenting the financial condition of the Trust as at such date and for such period; (g) A certificate of the Borrower certifying the name and true signature of the Person authorized to request Advances on behalf of the Borrower pursuant to Section 2.03; (h) A favorable written opinion of the law firm of Xxxxxxx & Xxxxxx, L.L.P., counsel for the Borrower, substantially in the form of Exhibit C, and as to such other matters as the Bank may reasonably request; (i) The Guaranty Agreement duly executed by the Guarantor; (j) Receipt by the Bank of certificate (the "Partnership Certificate") from the Borrower certifying (i) that a true and complete copy of the Partnership Agreement has been provided to the Bank, and (ii) the general partner has all necessary power and authority to act on behalf of the Borrower; and (k) Receipt and review of any such documentation as the Bank may reasonably request concerning the Collateral.

Condition Precedent to Initial Advance. The obligation of -------------------------------------- the Bank Lender to make its initial Advance is subject to the condition precedent that the Bank Lender shall have received received, on or before the day date of the initial Advance, the following documents, each (unless otherwise specified below) dated the Closing Date and in form and substance satisfactory to the Lender: (a) A copy of each of the LLC Agreement and the Unitholders Agreement, each duly executed and delivered by the respective parties thereto, and certified copies of (i) the certificate of formation or certificate of incorporation, as the case may be, of each of the Borrower, LEAF Financial Corporation, LEAF Ventures, LLC and Merit Capital Manager, LLC and of the resolutions of the Board of Directors or equivalent of each such Person (or, as the case may be, its managing member) authorizing such Person's entry into of each of the Transaction Documents to which it is party and (in the case of the Borrower) the borrowings hereunder and (ii) of other documents evidencing other necessary corporate or limited liability action with respect to this Agreement and the other Transaction Documents. (b) Certificates of each of the Borrower, LEAF Financial Corporation, LEAF Ventures, LLC and Merit Capital Manager, LLC certifying (i) the names and true signatures of the officers of such Advance Person (or, as the followingcase may be, each dated its managing member) authorized to sign the Transaction Documents to which it is a party and any other documents to be delivered hereunder or thereunder, (ii) the accuracy of the representations and warranties of such dayPerson under the Transaction Documents to which it is a party, (iii) the absence of Defaults and Events of Default under this Agreement and the Class A Note and (iv) such other matters as the Lender shall reasonably request. (c) A favorable written opinion of Ledgewood, P.C., counsel to the Managing Member, in form and substance satisfactory to the Bank: (a) The Note duly executed by the Borrower; (b) The Pledge Lender, covering such matters relating to this Agreement duly executed by the Borrower, together with: (i) acknowledgement copies or stamped receipt copies of proper financing statements, duly filed under the Uniform Commercial Code of all jurisdictions that the Bank may deem necessary or desirable in order to perfect the security interests created by the Pledge Agreement; (ii) completed requests for information, listing the financing statements referred to in Section 3.01(b)(i) and all other effective financing statements filed in the jurisdictions referred to in Section 3.01(b) (i) that name the Borrower as debtor, together with copies of such other financing statements (none of which shall cover the collateral purported to be covered by the Pledge Agreement); (iii) certificates, representing the Pledged Shares accompanied by the following: (A) a letter from each issuer of Pledged Shares (singularly, an "Issuer Letter") directing the transfer agent to remove the legend on such Pledged Shares; (B) a letter from the transfer agent for each issuer of such Pledged Shares stating that such transfer agent will (i) remove any restrictive legend on such Pledged Shares upon delivery of the certificates representing such issuer's Pledged Shares and the related Issuer Letter; (ii) hold such Pledged Shares as agent for the Bank while removing the legends; and (iii) deliver the reissued Pledged Shares to the Bank after removal of any such restrictive legend; and (C) undated stock powers executed in blank or registered in the name of the Bank or such nominee or nominees as the Bank shall specify; and (iv) evidence that all other actions (including, but not limited to, the giving of any and all notices) necessary or, in the opinion of the Bank, desirable to perfect and protect the security interests created by the Pledge Agreement have been taken; (c) Federal Reserve Form U-1 provided for in Regulation U issued by the Board of Governors of the Federal Reserve System, the statements made in which shall be such, in the opinion of the Bank, as to permit the transactions contemplated hereby in accordance with said Regulation U;as the Lender may reasonably request. (d) Certified copies of all documents evidencing necessary governmental approvals, if any, with respect to each Loan Document; (e) The balance sheet of the Guarantor as at June 30, 1994 in reasonable detail and day certified by the Guarantor as being accurate and fairly presenting the financial condition of the Guarantor as at such date and for such period; (f) The balance sheet of the Borrower as at June 30, 1994 in reasonable detail and duly certified by the Trustee as being accurate and fairly presenting the financial condition of the Trust as at such date and for such period; (g) A certificate of the Borrower certifying the name and true signature of the Person authorized to request Advances on behalf of the Borrower pursuant to Section 2.03; (h) A favorable written opinion of the law firm of Xxxxxxx Milbank, Tweed, Xxxxxx & XxxxxxXxXxxx LLP, L.L.P., special New York counsel for the Lender, covering such matters relating to the transactions contemplated hereby as the Lender may require. (e) The Security Agreement, duly executed and delivered by the Borrower and the Lender with evidence of the perfection and first priority of the Liens created thereby. (f) An Account Control Agreement with respect to the Operating Accounts, duly executed and delivered by the Borrower, substantially in the form of Exhibit CLender and Commerce Bank, N.A. (g) The Participation Agreement, duly executed and as to such other matters as delivered by the Bank may reasonably request;Initial Class B Member and the Lender. (h) The LEAF Services Agreement, duly executed and delivered by the parties thereto. (i) The Guaranty Agreement A copy of the Class A Note, duly executed and delivered by the Guarantor;Borrower. (j) Receipt by Evidence satisfactory to the Bank Lender that the Borrower shall have received a Capital Contribution in the amount of certificate (the "Partnership Certificate") $2,500,000 from the Borrower certifying (iInitial Class B Member, as provided in Section 3.3(a) that a true and complete copy of the Partnership Agreement has been provided to the Bank, and (ii) the general partner has all necessary power and authority to act on behalf of the Borrower; andLLC Agreement. (k) Receipt A copy of the Budget, which shall be in form and review of any such documentation substance satisfactory to the Lender. (l) Such other documents relating hereto as the Bank may Lender shall reasonably request concerning the Collateralrequest.

Condition Precedent to Initial Advance. The obligation of -------------------------------------- the Bank Lender to make its initial Advance is subject to the fulfillment, in a manner satisfactory to the Lender, of each of the following conditions precedent: (a) The making of the Commitment shall not contravene any law, rule, or regulation applicable to the Lender. (b) No material adverse change in the condition precedent that or operations, financial or otherwise, of the Bank Borrower, as reasonably determined by the Lender, shall have occurred and be continuing since the date of the latest audited financial statements of the Borrower provided to the Lender, the representations and warranties contained in Section 4.01 shall be true and correct, and no event shall have occurred and be continuing, or would result from such Advance, which constitutes or could constitute an Event of Default, as set forth in a certificate from an Authorized Officer of the Borrower dated as of the Closing Date. (c) The Lender shall have received on or before the day of such Advance the following, each dated such day, in form and substance satisfactory to the BankLender: (ai) The Note the Note, duly executed by the Borrower; (bii) The Pledge Agreement duly executed a copy of the resolutions of the Borrower's Board of Directors, certified as of the Closing Date by an Authorized Officer thereof, authorizing (A) the transactions contemplated by the BorrowerLoan Documents to which the Borrower is a party and (B) the execution, together with: (i) acknowledgement copies or stamped receipt copies of proper financing statementsdelivery, duly filed under the Uniform Commercial Code of all jurisdictions that the Bank may deem necessary or desirable in order to perfect the security interests created and performance by the Pledge Agreement; (ii) completed requests for information, listing Borrower of the financing statements referred to in Section 3.01(b)(i) and all other effective financing statements filed in the jurisdictions referred to in Section 3.01(b) (i) that name the Borrower as debtor, together with copies of such other financing statements (none of which shall cover the collateral purported to be covered by the Pledge Agreement)Loan Documents; (iii) certificatesa certificate, representing the Pledged Shares accompanied by the following: (A) a letter from each issuer of Pledged Shares (singularly, an "Issuer Letter") directing the transfer agent to remove the legend on such Pledged Shares; (B) a letter from the transfer agent for each issuer of such Pledged Shares stating that such transfer agent will (i) remove any restrictive legend on such Pledged Shares upon delivery dated as of the certificates representing such issuer's Pledged Shares and the related Issuer Letter; (ii) hold such Pledged Shares as agent for the Bank while removing the legends; and (iii) deliver the reissued Pledged Shares to the Bank after removal Closing Date, of any such restrictive legend; and (C) undated stock powers executed in blank or registered in the name an Authorized Officer of the Bank or such nominee or nominees as Borrower, certifying the Bank shall specify; and (iv) evidence that all other actions (including, but not limited to, the giving of any names and all notices) necessary or, in the opinion genuine signatures of the Bank, desirable to perfect and protect the security interests created by the Pledge Agreement have been taken; (c) Federal Reserve Form U-1 provided for in Regulation U issued by the Board of Governors of the Federal Reserve System, the statements made in which shall be such, in the opinion of the Bank, as to permit the transactions contemplated hereby in accordance with said Regulation U; (d) Certified copies of all documents evidencing necessary governmental approvals, if any, with respect to each Loan Document; (e) The balance sheet of the Guarantor as at June 30, 1994 in reasonable detail and day certified by the Guarantor as being accurate and fairly presenting the financial condition of the Guarantor as at such date and for such period; (f) The balance sheet officers of the Borrower as at June 30, 1994 in reasonable detail and duly certified by the Trustee as being accurate and fairly presenting the financial condition of the Trust as at such date and for such period; (g) A certificate of the Borrower certifying the name and true signature of the Person authorized to request Advances sign on behalf of the Borrower pursuant the Loan Documents and the other documents to Section 2.03be executed and delivered by the Borrower in connection herewith, together with evidence of the incumbency of such Authorized Officer; (hiv) A a copy of the Articles of Incorporation of the Borrower, recently certified by the Secretary of State of the State of Delaware; (v) a copy of the By-laws of the Borrower, certified as of the Closing Date by an Authorized Officer; (vi) Certificates of Existence and Good Standing of the Borrower, issued by the appropriate government officials of the State of Delaware, the State of Texas and any other applicable jurisdiction, together with any other evidence satisfactory to the Lender that the Borrower has been duly formed, is validly existing and in good standing under the laws of the State of Delaware and has been duly qualified to do business and is in good standing under the laws of the State of Texas and each other jurisdiction where the Borrower does business; (vii) a favorable written opinion of the law firm of Xxxxxxx Thomxxxx & XxxxxxKnight, L.L.P.LLP, counsel for to the Borrower, substantially in dated the form of Exhibit CClosing Date, and as to such other matters as the Bank Lender may reasonably request; (i) The Guaranty Agreement duly executed by the Guarantor; (j) Receipt by the Bank of certificate (the "Partnership Certificate") from the Borrower certifying (i) that a true and complete copy of the Partnership Agreement has been provided to the Bank, and (ii) the general partner has all necessary power and authority to act on behalf of the Borrower; and (kviii) Receipt and review payment of any such documentation as the Bank may reasonably request concerning the Collaterala closing fee of $7,500.