Conditions to Closing and Initial Advance. The Purchasers shall not be obligated to make any Advance hereunder on the occasion of the Initial Advance, nor shall any Purchaser, Administrative Agent, the Backup Servicer and the Collateral Custodian be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Administrative Agent:
(a) Each Transaction Document (excluding any Hedge Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule of documents attached hereto as Schedule I, each in form and substance satisfactory to the Administrative Agent;
(b) The Administrative Agent shall have received (i) satisfactory evidence that the Seller and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller and the Servicer in form and substance reasonably satisfactory to the Administrative Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse of the Administrative Agent or any Secured Party against the Originator or the Seller for a breach of the Originator’s and the Seller’s representation or warranty that all such consents and approvals have, in fact, been obtained;
(c) The Seller, the Servicer and the Originator shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent as to this and other closing matters certification in the form of Exhibits F-1 and F-2;
(d) The Seller and the Servicer shall have delivered to the Administrative Agent duly executed Powers of Attorney in the form of Exhibits G-1 and G-2; and
(e) The Seller and the Servicer shall each have delivered to the Administrative Agent a certificate as to Solvency in the form of Exhibits E-1 and E-2.
Conditions to Closing and Initial Advance. Borrower agrees that, in addition to all other conditions set forth herein, the making of the Initial Advance is conditioned upon satisfaction by Administrative Agent and the Lenders that the following conditions precedent have been satisfied in full (i) the consummation on the Closing Date of each of the transactions described in Section 2.02 hereof and (ii) the fulfillment of each of the conditions described in this Section 2.03 on the Closing Date, subject, however, to the right of Administrative Agent to waive any one or more of such conditions in whole or in part:
Conditions to Closing and Initial Advance. Borrower agrees that, in addition to all other conditions set forth herein, the making of the Initial Advance is conditioned upon the fulfillment of each of the following conditions:
Conditions to Closing and Initial Advance. The obligation of the Lender to make the initial Advance shall be subject to the satisfaction of the following conditions precedent:
Conditions to Closing and Initial Advance. Neither any Lender, the Administrative Agent nor the Collateral Custodian shall be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied in the sole discretion of, or waived in writing by, the Administrative Agent:
Conditions to Closing and Initial Advance. The obligations of the Bank to close the Facility and to make the initial Advance are subject to the satisfaction of each of the following conditions:
Conditions to Closing and Initial Advance. The Lender shall not be obligated to make any Advance hereunder on the occasion of the Initial Advance, nor shall the Lender, Administrative Agent and the Trustee be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Administrative Agent:
(a) Each Transaction Document shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the Schedule of Documents attached hereto as Schedule I, each in form and substance satisfactory to the Administrative Agent;
(b) The Borrower, the Servicer and the Originator shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent as to this and other closing matters a certification in the form of Exhibits F-1 or F-2, as applicable;
(c) The Borrower and the Servicer shall have delivered (i) to the Administrative Agent duly executed Powers of Attorney in the form of Exhibits G-1 and G-3 and (ii) to the Trustee duly executed Powers of Attorney in the form of Exhibits G-2 and G-4;
(d) The Borrower and the Servicer shall each have delivered to the Administrative Agent a certificate as to Solvency in the form of Exhibits E-1 and E-2.
Conditions to Closing and Initial Advance. Neither any Lender, the Administrative Agent nor the Collateral Custodian shall be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied in the sole discretion of, or waived in writing by, the Administrative Agent:
(a) Each Transaction Document shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance satisfactory to the Administrative Agent;
(b) The Administrative Agent shall have received satisfactory evidence that the Loan Parties and the Collateral Manager have obtained all required consents and approvals of all Persons to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby;
Conditions to Closing and Initial Advance. The obligation of the Lender to make the Initial Advance shall be subject to the satisfaction of all of the following conditions precedent (and such conditions other than such recordings as set forth in Section 10.7 below shall be deemed satisfied at the Closing and evidenced by Lender’s execution of this Agreement) and Lender shall advance such Initial Advance upon notice from the Title Insurance Company that the conditions contained in Section 10.6 are satisfied:
Conditions to Closing and Initial Advance. No Lender shall be obligated to make the initial Advance hereunder nor shall any Lender, the Administrative Agent, the Backup Servicer, the Trustee or the Collection Account Bank be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by the Administrative Agent:
(a) Each Transaction Document shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule of condition precedent documents attached hereto as Schedule I, each in form and substance reasonably satisfactory to the Administrative Agent;
(b) The Administrative Agent shall have received certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Administrative Agent) dated a date reasonably near the Effective Date listing all effective financing statements which name “NewStar Business Funding 2010-1, LLC” or “NewStar Business Credit, LLC” as debtor and which are filed in the appropriate jurisdictions, together with copies of such financing statements, and similar search reports with respect to federal tax liens in such jurisdictions;
