LENDER SHALL HAVE AGREED UPON FORMAL CREDIT FILE FORMAT
AND CHECKLIST INFORMATION WITH RESPECT TO THIS AGREEMENT.
(V)
OTHER.
LENDER SHALL HAVE RECEIVED SUCH
OTHER DOCUMENTS AS IT MAY REASONABLY HAVE REQUESTED AT ANY TIME AT OR PRIOR TO
THE CLOSING DATE.
8.2
INITIAL REVOLVING LOAN.
THE OBLIGATION OF
LENDER TO MAKE THE INITIAL REVOLVING LOAN UNDER THIS AGREEMENT IS, IN ADDITION
TO THE CONDITIONS PRECEDENT SPECIFIED IN SECTION 8.1 AND SECTION 8.3 HEREOF,
SUBJECT TO SATISFACTION OF EACH OF THE FOLLOWING CONDITIONS PRECEDENT;
(A)
LENDER'S FOLLOW-UP AUDIT.
LENDER SHALL
HAVE COMPLETED A FOLLOW-UP ON-SITE AUDIT BY LENDER TO ENSURE THAT ALL OF THE
CONDITIONS SET FORTH IN SECTIONS 8.1, SECTION 8.2 AND SECTION 8.3 HAVE BEEN MET
PRIOR TO THE INITIAL FUNDING OF THE REVOLVING LOANS, WITH THE RESULTS OF SUCH
AUDIT BEING SATISFACTORY TO LENDER.
8.3
ALL ADVANCES.
THE OBLIGATION OF LENDER TO
MAKE REVOLVING LOANS UNDER THIS AGREEMENT IS SUBJECT TO THE FOLLOWING FURTHER
CONDITIONS PRECEDENT:
57
(A)
BORROWING BASE CERTIFICATE.
BEFORE EACH
ADVANCE, LENDER SHALL HAVE RECEIVED A BORROWING BASE CERTIFICATE, AND A SCHEDULE
OF ELIGIBLE NOTES RECEIVABLE, EACH OF WHICH SHALL BE TRUE AND CORRECT AND SHALL
BE DULY AND PROPERLY EXECUTED AND COMPLETED AN AUTHORIZED PERSON.
(B)
POSSESSION OF NOTES RECEIVABLE DOCUMENTS.
ALL ORIGINAL SBA 7(A) LOAN NOTES SHALL HAVE BEEN PHYSICALLY DELIVERED TO THE
POSSESSION OF FTA AND COPIES OF THE NOTES RECEIVABLE DOCUMENTS SHALL HAVE BEEN
DELIVERED TO LENDER, TO THE EXTENT AND AS SET FORTH IN SECTION 5.15.
(C)
NO DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING OR WOULD RESULT FROM THE FUNDING OF THE
ADVANCE.
(D)
REPRESENTATIONS AND WARRANTIES.
ALL OF THE
REPRESENTATIONS AND WARRANTIES OF BORROWER CONTAINED HEREIN SHALL BE CORRECT IN
ALL MATERIAL RESPECTS AS OF THE DATE OF EACH SUCH ADVANCE AS THOUGH MADE ON AND
AS OF SUCH DATE, EXCEPT (I) TO THE EXTENT THAT ANY SUCH REPRESENTATION OR
WARRANTY EXPRESSLY RELATES TO AN EARLIER DATE, AND (II) FOR CHANGES THEREIN
PERMITTED OR CONTEMPLATED BY THIS AGREEMENT.
ALL OF THE REPRESENTATIONS AND
WARRANTIES OF BORROWER CONTAINED IN ANY OF THE OTHER LOAN DOCUMENTS SHALL BE
CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATE DELIVERED, EXCEPT TO THE EXTENT
THAT ANY SUCH REPRESENTATION OR WARRANTY EXPRESSLY RELATES TO AN EARLIER DATE.
(E)
NO MATERIAL ADVERSE CHANGE.
NO MATERIAL
ADVERSE CHANGE SHALL HAVE OCCURRED.
(F)
NO INJUNCTION.
NO INJUNCTION, WRIT,
RESTRAINING ORDER, OR OTHER ORDER OF ANY NATURE PROHIBITING, DIRECTLY OR
INDIRECTLY, THE EXTENDING OF SUCH CREDIT SHALL HAVE BEEN ISSUED AND REMAIN IN
FORCE BY ANY GOVERNMENTAL AUTHORITY AGAINST BORROWER, LENDER, OR ANY OF THEIR
AFFILIATES.
(G)
ESCROW ARRANGEMENTS REGARDING CONCURRENT
FUNDINGS.
TO THE EXTENT THAT, PURSUANT TO THE PROVISO CONTAINED IN EITHER
PARAGRAPH A OF SCHEDULE 1.1(A) OR PARAGRAPH A OF SCHEDULE 1.1(B), THE REQUESTED
ADVANCE IS BEING MADE BASED UPON NEW LOANS BY BORROWER THAT HAVE NOT YET
ACTUALLY BEEN DISBURSED TO THE TERM LOAN DEBTOR, THE CONDITIONS OF AND ESCROW
ARRANGEMENTS FOR THE DISBURSEMENT OF SUCH