Common use of Conditions Precedent to the Advance Clause in Contracts

Conditions Precedent to the Advance. The Bank shall have no obligation to make the Advance under the BDC Facility unless all of the following conditions shall have been satisfied, in each case to the satisfaction of the Bank: (a) all conditions precedent listed in Section 7.02 shall have been satisfied; (b) the Bank shall have received all documents referred to in Article VI herein, together with the Intercreditor Agreement, duly executed by all parties thereto; (c) the Bank shall have received a certificate of status, certificate of compliance or similar certificate for each Credit Party, issued by its governing jurisdiction and each other jurisdiction in which it carries on business or holds any material assets; (d) the Bank shall have received a certificate of an officer of the Borrower, including a certified copy of resolutions of its board of directors, concerning the due authorization, execution and delivery of this Agreement and all other documents provided by it pursuant to this Agreement, and such related matters as the Bank may reasonably require; (e) the Bank shall have received a certificate of an officer of each other Credit Party, including a certified copy of resolutions of its board of directors, concerning the due authorization, execution and delivery of all documents provided by it pursuant to this Agreement, and such related matters as the Bank may reasonably require; (f) the Bank shall have received an opinion from the Borrower’s counsel regarding each Credit Party’s corporate status, capacity, the due authorization, execution, delivery and enforceability of this Agreement and all other documents provided by it pursuant to this Agreement, and such other matters as the Bank may reasonably require; and (g) the Bank shall have received such additional evidence, documents or undertakings as it may reasonably require to complete the transactions contemplated hereby.

Conditions Precedent to the Advance. (a) The obligation of the Bank shall have no obligation to make the Advance under is subject to the BDC Facility unless all conditions precedent that no event or condition that could have a Material Adverse Effect shall have occurred since the date of the following conditions shall have been satisfied, in each case latest audited financial statements provided prior to the satisfaction Date of the Bank: (a) all conditions precedent listed in Section 7.02 shall have been satisfied; (b) Agreement, and further that the Bank shall have received on or before the Date of the Agreement (as may be extended by Bank in its sole discretion) the following (with each such document to be dated on or before such day (unless otherwise provided) and in form and substance satisfactory to the Bank): (i) This Agreement duly executed by each Obligor; (ii) The Addendum duly executed by each Obligor; (iii) A Note (substantially in the form of Exhibit B hereto) duly executed by the Borrower; (iv) Certified copies of the resolutions of the Board of Directors or equivalent body of the Obligors or extracts thereof, as applicable, approving this Agreement, as applicable, and of all documents evidencing other necessary corporate or other action; (v) Such other documents requested by the Bank which, in the Bank’s opinion, are necessary to evidence the Obligors’, as applicable, ability to execute, deliver and perform this Agreement and the Note which shall evidence the Advance; (vi) If the Bank shall so require, the favorable opinion of counsel for the Borrower and/or the Guarantor, as to the matters referred to in Article VI herein, together with the Intercreditor Agreement, duly executed by all parties thereto; (c) the Bank shall have received a certificate of status, certificate of compliance or similar certificate for each Credit Party, issued by its governing jurisdiction and each other jurisdiction in which it carries on business or holds any material assets; (d) the Bank shall have received a certificate of an officer of the Borrower, including a certified copy of resolutions of its board of directors, concerning the due authorization, execution and delivery of this Agreement and all other documents provided by it pursuant to this AgreementSection 9 hereof, and such related matters as the Bank may reasonably require; (e) the Bank shall have received a certificate of an officer of each other Credit Party, including a certified copy of resolutions of its board of directors, concerning the due authorization, execution and delivery of all documents provided by it pursuant to this Agreement, and such related matters as the Bank may reasonably require; (f) the Bank shall have received an opinion from the Borrower’s counsel regarding each Credit Party’s corporate status, capacity, the due authorization, execution, delivery and enforceability of this Agreement and all other documents provided by it pursuant to this Agreement, and such other matters as the Bank may reasonably require; andrequest; (gvii) The Borrower shall pay all reasonable fees and expenses required to be paid hereunder on the Date of the Agreement to the extent invoiced prior to the Date of the Agreement in connection with the preparation, execution and delivery of this Agreement; (viii) At least five days prior to any Advance, any documents reasonably requested by Bank shall have received such additional evidence, documents or undertakings as it may reasonably require to complete the transactions contemplated hereby.under applicable “know your customer” and anti-money laundering rules and regulations;