Common use of Conditions to Making of Loans Clause in Contracts

Conditions to Making of Loans. 5(a) First Loan. As conditions precedent to any Lender's obligation ---------- to make the first Loan hereunder: (1) The Companies shall have delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, each of the following (with sufficient copies for each of the Lenders): (i) A duly executed copy of this Agreement; (ii) A duly executed copy of each of the Security Agreement and the Custodial Agreement; (iii) Duly executed copies of each of the Notes; (iv) Duly executed copies of all financing statements and other documents, instruments and agreements, properly executed, deemed necessary or appropriate by the Collateral Agent, in its reasonable discretion, to obtain for the Collateral Agent on behalf of the Lenders a perfected security interest in and lien upon the Collateral; (v) Such credit applications, financial statements, and authorizations with respect to the Companies as any Lender may reasonably request; (vi) Certified copies of resolutions of the Board of Directors of each of CWM, Indy Mac and ILC approving the execution and delivery of the Credit Documents to which such Person is a party, the performance of the Obligations thereunder and the consummation of the transactions contemplated thereby; (vii) A certificate of the Secretary or an Assistant Secretary of each of CWM, Indy Mac and ILC certifying the names and true signatures of the officers of such Person authorized to execute and deliver the Credit Documents to which such Person is a party; (viii) A copy of the Certificates of Incorpo- ration of each of CWM, Indy Mac and ILC, certified by the Secretary of State of the respective state of organization of such Person as of a recent date; (ix) A copy of the Bylaws of each of CWM, Indy Mac and ILC, certified by the respective Secretary or an Assistant Secretary of such Person as of the date of this Agreement as being accurate and complete; (x) Certificates of the Secretary of State of the State of Delaware, certifying as of a recent date that each of CWM, Indy Mac and ILC is in good standing; (xi) An opinion of counsel (which may be in-house corporate counsel) for the Companies acceptable to the Administrative Agent; (xii) Evidence reasonably satisfactory to the Administrative Agent that each of the Funding Account and the Settlement Account has been opened; (xiii) A schedule of the initial Approved Investors and Approved Repo Lenders; (xiv) A duly completed Borrowing Base Schedule dated as of the date of the first Loan hereunder and certified by Borrower to be true in all material respects; and (xv) A Covenant Compliance Certificate demonstrating in detail satisfactory to the Lenders that the Companies are in compliance with the covenants set forth in Paragraphs 8(g), 8(h) and 8(i) below. (2) All acts and conditions (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened precedent to the execution, delivery and performance of the Credit Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in due and strict compliance with all applicable laws. (3) All documentation, including, without limitation, documentation for corporate and legal proceedings in connection with the transactions contemplated by the Credit Documents shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel. (4) All fees required to be paid to the Administrative Agent and the Lenders on or before the date hereof pursuant to Paragraph 3(t) above, shall have been paid prior to (or will be paid concurrently with) the making of the first Loan hereunder.

Conditions to Making of Loans. 5(a4(a) First Loan. As conditions precedent to any the Lender's ---------- obligation ---------- to make the first Loan hereunder: (1) The Companies Company shall have delivered to the Administrative AgentLender, in form and substance reasonably satisfactory to the Administrative Agent Lender and its counsel, each of the following (with sufficient copies for each of the Lenders):following: (i) A duly executed copy of this Agreement; (ii) A duly executed copy of each of the Security Agreement and of the Custodial AgreementNovaStar Financial Guaranty; (iii) Duly A duly executed copies of each copy of the NotesNote; (iv) Duly executed copies of all financing statements and other documents, instruments and agreements, properly executed, deemed necessary or appropriate by the Collateral AgentLender, in its reasonable discretion, to obtain for the Collateral Agent on behalf of the Lenders Lender a perfected perfected, first priority security interest in and lien upon the Collateral; (v) Such credit applications, financial statements, authorizations and authorizations with respect to such information concerning the Companies Company and its business, operations and conditions (financial and otherwise) as any the Lender may reasonably request; (vi) Certified copies of resolutions of the Board of Directors of each of CWM, Indy Mac the Company and ILC NovaStar Financial approving the execution and delivery of the Credit Documents to which such Person the Company or NovaStar Financial, as applicable, is a party, the performance of the Obligations thereunder and the consummation of the transactions contemplated thereby; (vii) A certificate of the Secretary or an Assistant Secretary of each of CWM, Indy Mac the Company and ILC NovaStar Financial certifying the names and true signatures of the officers of such Person the Company or NovaStar Financial, as applicable, authorized to execute and deliver the Credit Documents to which such Person the Company or NovaStar Financial, as applicable, is a party; (viii) A copy of the Certificates Articles of Incorpo- ration Incorporation of each of CWM, Indy Mac the Company and ILCNovaStar Financial, certified by the respective Secretary or an Assistant Secretary of State the Company or NovaStar Financial, as applicable, as of the respective state date of organization of such Person this Agreement as of a recent datebeing accurate and complete; (ix) A copy of the Bylaws of each of CWM, Indy Mac the Company and ILCNovaStar Financial, certified by the respective Secretary or an Assistant Secretary of such Person the Company or NovaStar Financial, as applicable, as of the date of this Agreement as being accurate and complete; (x) Certificates A certificate of the Secretary of State of the Commonwealth of Virginia, certifying as of a recent date that the Company is in good standing; (xi) A certificate of the Secretary of State of the State of DelawareMaryland, certifying as of a recent date that each of CWM, Indy Mac and ILC NovaStar Financial is in good standing; (xixii) An opinion of counsel (which may be in-house corporate counsel) for the Companies acceptable to Company and NovaStar Financial substantially in the Administrative Agentform of Exhibit D attached --------- hereto and covering such other matters as the Lender may reasonably request; (xiixiii) Evidence reasonably satisfactory to the Administrative Agent Lender that each of the Funding Account and the Settlement Account has been opened; (xiiixiv) A schedule of the initial Approved Investors and Approved Repo Lendersduly approved by the Lender; (xivxv) A duly completed Borrowing Base Schedule dated as of the date of the first Loan hereunder and certified by Borrower the Company to be true in all material respects; and (xvxvi) A Covenant Compliance Certificate demonstrating in detail satisfactory to the Lenders Lender that the Companies are Company is in compliance with the covenants set forth in Paragraphs 8(g), 8(h7(h) and 8(i7(i) below. (2) All acts and conditions (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened precedent to the execution, delivery and performance of the Credit Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in due and strict compliance with all applicable laws. (3) All documentation, including, without limitation, documentation for corporate and legal proceedings in connection with the transactions contemplated by the Credit Documents shall be reasonably satisfactory in form and substance to the Administrative Agent Lender and its counsel. (4) All fees required to be paid to the Administrative Agent and the Lenders on or before the date hereof pursuant to Paragraph 3(t2(l) above, above shall have been paid prior to (or will be paid concurrently with) the making of the first Loan hereunder.

Conditions to Making of Loans. 5(a) First Loan. As conditions precedent to any the effectiveness of ---------- this Agreement and the other Loan Documents and to each Lender's obligation ---------- to make the first Loan hereunder: (1) The Companies Company shall have delivered or shall have had delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent Lenders and its their counsel, each of the following (with sufficient copies for each of the Lenders): (i) A duly executed copy of this Agreement; (ii) A duly executed copy of each of the Security Agreement and the Custodial Agreement; (iii) Duly executed copies of each of the Notes; (iii) A duly executed copy of the Security Agreement; (iv) Copies of the Required Investor Consents duly executed by the Company; (v) A duly executed copy of the Pledge Agreement and the other Stock Pledge Documents; (vi) Duly executed copies of all financing statements and other documents, instruments and agreements, properly executed, deemed necessary or appropriate by the Collateral Administrative Agent, in its reasonable discretion, to obtain for and maintain in favor of the Collateral Agent on behalf for the benefit of the Lenders a perfected security interest in and lien upon the Collateral and the Pledged Collateral; (vvii) Such credit applications, financial statements, authorizations and authorizations with respect to information concerning the Companies Company and its business, operation and condition (financial and otherwise) as any Lender may reasonably request; (viviii) Certified copies of resolutions of the Board of Directors of each of CWM, Indy Mac and ILC the Company approving the execution and delivery of the Credit Documents to which such Person is a partyLoan Documents, the performance of the Obligations thereunder and the consummation of the transactions contemplated thereby; (viiix) A certificate of the Secretary or an Assistant Secretary of each of CWM, Indy Mac and ILC the Company certifying the names and true signatures of the officers of such Person the Company authorized to execute and deliver the Credit Documents to which such Person is a party; (viii) A copy of the Certificates of Incorpo- ration of each of CWM, Indy Mac and ILC, certified by the Secretary of State of the respective state of organization of such Person as of a recent date; (ix) A copy of the Bylaws of each of CWM, Indy Mac and ILC, certified by the respective Secretary or an Assistant Secretary of such Person as of the date of this Agreement as being accurate and completeLoan Documents; (x) Certificates An opinion of counsel for the Secretary of State of Company in form and substance satisfactory to the State of Delaware, certifying as of a recent date that each of CWM, Indy Mac Administrative Agent and ILC is in good standingthe Lenders; (xi) An opinion A certificate of counsel (which may be in-house corporate counsel) for an executive officer of the Companies acceptable to Company in the Administrative Agentform of that attached hereto as Exhibit D dated as of --------- the date of this Agreement; (xii) Evidence reasonably satisfactory to the Administrative Agent that each of the Funding Account and the Settlement Operating Account has been opened;; and (xiii) A schedule Borrowing Base Certificate, certified by the chief financial officer, treasurer or controller of the initial Approved Investors and Approved Repo Lenders; (xiv) A duly completed Borrowing Base Schedule dated as of the date of the first Loan hereunder and certified by Borrower to be true in all material respects; and (xv) A Covenant Compliance Certificate Company demonstrating in detail satisfactory to the Lenders that the Companies are Company is in compliance with the covenants set forth in Paragraphs 8(grequirements of Paragraph 3(f) above (and assuming that all "Loans" outstanding under the Existing Credit Agreement are Loans outstanding hereunder, it being agreed and understood that on the Effective Date such "Loans' and all other "Obligations" under (and as defined in) the Existing Credit Agreement shall automatically be deemed to be Loans and Obligations hereunder), 8(h) and 8(i) below. (2) All acts and conditions (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened precedent to the execution, delivery and performance of the Credit Loan Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in due and strict compliance with all applicable laws. (3) All documentation, including, including without limitation, documentation for corporate and legal proceedings in connection with the transactions contemplated by the Credit Documents Loan Documents, shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel. (4) All fees required to be paid pursuant to the Administrative Agent and the Lenders Paragraph 3(l) above on or before the date hereof pursuant to Paragraph 3(t) above, Effective Date shall have been paid prior to (or will be paid concurrently with) the making of the first Loan initial Loans hereunder.