IN THE SCHEDULE OF DOCUMENTS, EACH IN FORM AND SUBSTANCE
SATISFACTORY TO LENDER.
(C)
OPINION OF BORROWER'S COUNSEL.
LENDER
SHALL HAVE RECEIVED FROM COUNSEL FOR BORROWER A WRITTEN OPINION IN FORM AND
SUBSTANCE REASONABLY ACCEPTABLE TO LENDER AS TO SUCH MATTERS AS LENDER MAY
REQUIRE, INCLUDING OPINIONS REGARDING (I) THE VALIDITY, CREATION, ATTACHMENT AND
PERFECTION OF THE LIENS UNDER THE SECURITY DOCUMENTS, (II) BORROWER'S CORPORATE
AUTHORIZATION TO ENTER INTO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT,
(III) BORROWER'S COMPLIANCE WITH ALL GOVERNMENTAL REQUIREMENTS, (IV) THE
EXISTENCE OF LITIGATION AGAINST BORROWER THAT, IF DETERMINED ADVERSELY TO
BORROWER, COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE CHANGE,
AND (V) AS TO SUCH OTHER MATTERS WHICH IN THE REASONABLE JUDGMENT OF LENDER MAY
MATERIALLY IMPACT THE LEGAL AND CREDIT RISKS ASSOCIATED WITH THE TRANSACTIONS.
(D)
INITIAL CAPITALIZATION DOCUMENTS AND PRO
FORMA BALANCE SHEET.
LENDER SHALL HAVE RECEIVED COPIES OF ALL DOCUMENTS
RELATING TO THE FORMATION AND INITIAL CAPITALIZATION OF BORROWER, INCLUDING
EVIDENCE SATISFACTORY TO LENDER THAT BORROWER SHALL HAVE RECEIVED INITIAL CASH
CONTRIBUTIONS OF NOT LESS THAN $1,000,000 IN EXCHANGE FOR THE ISSUANCE OF COMMON
STOCK AND NOT LESS THAN $3,000,000 IN EXCHANGE FOR THE ISSUANCE OF PREFERRED
STOCK, AS WELL AS A PRO FORMA BALANCE SHEET DATED AS OF THE CLOSING DATE
REFLECTING BORROWER'S FINANCIAL POSITION AFTER GIVING EFFECT TO SUCH INITIAL
CAPITALIZATION AND THE CLOSING OF THIS AGREEMENT, ALL OF WHICH SHALL BE
ACCEPTABLE TO LENDER.
(E)
RECORDINGS.
THE SECURITY DOCUMENTS, OR
OTHER NOTICES RELATED THERETO IF NECESSARY OR APPROPRIATE, SHALL HAVE BEEN DULY
DELIVERED TO THE APPROPRIATE OFFICES FOR FILING OR RECORDING, AND LENDER SHALL
HAVE RECEIVED CONFIRMATIONS OF RECEIPT THEREOF FROM THE APPROPRIATE FILING OR
RECORDING OFFICES.
55
(F)
FEES AND LENDER EXPENSES.
LENDER SHALL
HAVE RECEIVED THE FEES DESCRIBED IN SECTION 2.5 DUE ON THE CLOSING DATE AND
REIMBURSEMENT OF ALL LENDER EXPENSES INCURRED THROUGH THE CLOSING DATE.
(G)
DUE DILIGENCE.
LENDER SHALL HAVE COMPLETED
ITS BUSINESS, LEGAL, AND COLLATERAL DUE DILIGENCE, INCLUDING A COLLATERAL AUDIT
AND REVIEW OF BORROWER'S BOOKS AND RECORDS AND VERIFICATION OF BORROWER'S
REPRESENTATIONS AND WARRANTIES TO LENDER, THE RESULTS OF WHICH SHALL BE
SATISFACTORY TO LENDER.
(H)
REFERENCE CHECKS.
LENDER SHALL HAVE
RECEIVED COMPLETED REFERENCE CHECKS WITH RESPECT TO BORROWER'S SENIOR
MANAGEMENT, THE RESULTS OF WHICH ARE SATISFACTORY TO LENDER IN ITS SOLE
DISCRETION.
(I)
CLOSING DATE BUSINESS PLAN.
BORROWER
SHALL HAVE DELIVERED TO LENDER BORROWER'S CLOSING DATE BUSINESS PLAN.
(J)
BORROWER'S GUIDELINES AND OPERATIONS
MANUAL.
BORROWER SHALL HAVE DELIVERED TO LENDER BORROWER'S WRITTEN OPERATING
GUIDELINES AND WRITTEN OPERATIONS MANUALS, DETAILING BORROWER'S BUSINESS
DEVELOPMENT AND UNDERWRITING PROCESSES, VALUATION GUIDELINES, CREDIT GRANTING
PROCEDURES, LOAN DOCUMENTATION, AND PROCEDURES FOR PACKAGING AND SBA APPROVAL,
LOAN CLOSING AND SERVICING, COLLECTIONS, ACCOUNT/PORTFOLIO ADMINISTRATION, AND
LIQUIDATION, AND SUCH MATERIALS SHALL BE IN A FORM REASONABLY SATISFACTORY TO
LENDER.
(K)
BORROWER'S CREDIT REQUEST AND FIELD
EXAMINATION FORMS.
BORROWER SHALL HAVE DELIVERED TO LENDER BORROWER'S STANDARD
FORMS OF CREDIT REQUEST, LOAN REPORT AND ANALYSIS, AND FIELD EXAMINATION/SITE
VISIT REPORT, AND SUCH MATERIALS SHALL BE IN A FORM REASONABLY SATISFACTORY