Conditions precedent are the items that must be satisfied before a lender is obliged to fund: signed loan documents, lien and litigation searches, insurance certificates naming the lender, payoff letters for debt being refinanced, appraisals, organizational documents and, for an acquisition, a signed purchase agreement, a quality of earnings report where required and proof the buyer's equity is funded. They are listed in the commitment letter and the credit agreement. Most of them rest on facts the lender already reviewed in underwriting, so a complete lender package clears much of the list before documents are even drafted.
- What they are
- Conditions that must be met before the lender has to fund
- Where they are listed
- The commitment letter first, then a closing section of the credit agreement
- Two kinds
- Conditions to closing (once) and conditions to each later draw
- Who clears them
- The borrower, its counsel and accountant, third parties, and the lender's own counsel
- What delays closings
- Third-party items: payoff letters, appraisals, landlord consents, insurance endorsements
- Items allowed after closing
- Conditions subsequent, agreed case by case
What “conditions precedent” means
A condition precedent is something that must happen before an obligation takes effect. In a loan, the obligation is the lender's promise to fund. The lender may have issued a commitment letter and the parties may have signed the credit agreement, but until each condition is satisfied, or waived by the lender, the lender does not have to advance a dollar.
There are two layers. Conditions to closing apply once, to the first funding: the documents, searches, certificates and third-party deliveries. Conditions to each credit extension apply every time the borrower draws on a line or a delayed-draw facility afterward. Those are shorter, and typically require that no default exists, that the representations and warranties are still true, and, on an asset-based line, that the draw fits within the borrowing base.
The term sheet usually lists conditions in a few general lines. The commitment letter lists them in more detail. The credit agreement lists them exhaustively, and lender's counsel turns that list into a closing checklist that tracks every item, who owes it, and its status. Reading that checklist early is the single best way to see where a closing could slip.
The typical closing conditions
The list below covers a term loan or line of credit to a private company. An acquisition adds more, covered in the next section.
| Condition | Who produces it | What usually holds it up |
|---|---|---|
| Signed credit agreement, note, security agreement and guaranties | Lender's counsel drafts; borrower and guarantors sign | Negotiation of terms left open in the commitment letter |
| Organizational documents, good-standing certificates, resolutions | Borrower and its counsel | A lapsed state filing, or an operating agreement that requires member consent |
| UCC, tax lien, judgment and litigation searches | Lender's counsel orders them | Old filings from paid-off lenders or equipment lessors that must be terminated |
| Payoff letters for debt being refinanced | Existing lenders | Slow responses, or disputes over prepayment penalties and fees |
| Lien releases and UCC-3 terminations | Existing lenders, on payoff | Lenders that will file only after they are paid, so the release is handled at funding |
| Insurance certificates and endorsements naming the lender | Borrower's insurance broker | Loss payee and additional insured wording that must be exact |
| Appraisals: real estate, equipment, inventory | Appraisers engaged by the lender | Scheduling site visits and the report review |
| Field exam (asset-based loans) | Examiner engaged by the lender | Aging and ledger data that do not reconcile |
| Landlord waivers and deposit account control agreements | Landlords and the borrower's banks | Third parties with no reason to hurry |
| Legal opinion of borrower's counsel | Borrower's counsel | Usually only on larger loans |
| Closing certificate and funds flow | Borrower and lender | Late changes to sources and uses |
Several of these are documents in their own right, with their own pages: the payoff letter, the UCC-3 termination, the landlord waiver and the field exam. Some lenders also require key person life insurance with a collateral assignment, which depends on an insurance underwriting process that can run in parallel only if it is started early.
Conditions that come with an acquisition
A loan to buy a business carries every condition above plus a set that ties the loan to the purchase itself:
- A signed purchase agreement in a form the lender has reviewed, with no material changes from the version underwritten, and closing of the purchase at the same time as the loan.
- Equity funded. Evidence that the buyer's cash is in, often by wire into escrow or to the closing agent before the lender funds. Any seller note must be on the terms the lender approved, often under a subordination agreement.
- A quality of earnings report, where the lender or the program requires one. See what a QoE report is.
- Payoff of the seller's debt and release of the seller's liens, so the lender takes the collateral free and clear. See what happens to the seller's loans.
- Lease assignment or a new lease where the business operates from leased premises, with a term long enough to satisfy the lender. See why the lease matters.
- Third-party consents for contracts, licenses or permits that do not transfer automatically with a change of ownership.
SBA acquisition loans add program conditions. For a complete change of ownership, SBA requires an equity injection of at least 10% of total project costs. Seller financing can count for up to half of it only if it is on full standby for the life of the SBA loan. SBA prohibits an earnout to the seller, and the seller may not stay on as an owner, officer or employee, though the seller may consult for up to 12 months (up to 24 months under SOP 50 10 8.1 from 1 October 2026). Where the amount financed, less appraised real estate and equipment, exceeds $250,000, or buyer and seller are related, an independent business valuation is required and the loan for the purchase cannot exceed it. From 1 October 2026, financial due diligence is required on every change of ownership, and a quality of earnings report on acquisitions of $3 million or more excluding real estate.
In an acquisition, the loan and the purchase close together. A condition missing on either side holds up both.
How a clean lender package front-loads the list
Look down the closing checklist and a pattern appears. Most conditions confirm something the lender already relied on in underwriting: that the debt schedule was complete, that the liens are the ones disclosed, that the entity is the one described, that the financial statements are the ones reviewed. When those facts were established cleanly at the start, the closing conditions are confirmations. When they were not, the closing conditions are where the file gets rebuilt.
Examples of what a complete package settles early:
- A debt schedule with every note, lease and advance, reconciled to the balance sheet, tells counsel which payoff letters to request on day one and what the lien search should show.
- Financial statements that tie to the tax returns, with differences explained, mean a quality of earnings provider starts from a reconciled base.
- An AR aging by customer that ties to the general ledger lets a field examiner confirm, not reconstruct.
- A sources and uses table built at the start becomes the funds flow at closing, with the equity and seller note already sized.
- Named open issues, such as an old UCC filing or a tax payment plan, are handled while documents are drafted, not discovered by the searches.
Transparent builds the full lender package, including financing model, lender presentation, blind teaser and underwriting memo, in a day once a borrower's documents are in; built by hand, the same package takes at least a week. The point for closing is not only speed at the start. It is that the facts the conditions test have been gathered, reconciled and shown to the lender before it commits. See the package.
Conditions subsequent and waivers
Not every item has to be finished before funding. Lenders often agree to move certain deliveries into conditions subsequent, a list of items the borrower must deliver within a stated period after closing. Common candidates are landlord waivers, deposit account control agreements with other banks, insurance endorsements and some third-party consents. Missing a condition subsequent is a covenant breach, so the deadline must be realistic.
The lender can also waive a condition outright. It will do that for an item that does not affect its credit or collateral, and almost never for one that does: an unpaid prior lender, an unfunded equity contribution, or an appraisal that has not come in. Asking early which items the lender would accept after closing is better than asking the day before, when the answer is often no.
Many commitment letters also include a no material adverse change condition: the lender need not close if the business has materially deteriorated since underwriting. Owners sometimes read this as a formality. It is not, particularly where closing drifts and newer monthly results come in weaker than those the lender underwrote. This is one reason a financing contingency in a letter of intent should run to the lender's commitment and its conditions, not just to a term sheet. See how to write the financing contingency.
Running the checklist
Closings that go smoothly usually share a few habits. The borrower asks for the lender's closing checklist as soon as the commitment is signed. Every third-party item is requested at once: payoff letters, landlord consents, insurance endorsements, appraisal access. One person on the borrower's side owns the list and reports status to counsel regularly. And any change to the deal, whether a new price, a different seller note or a revised closing date, is told to the lender at once, because it changes the conditions.
The conditions most likely to cause a late surprise are the ones that depend on people outside the deal: a prior lender who must produce a payoff, a landlord who must sign a waiver or consent, an insurer who must issue an endorsement with exact wording. None of them is difficult. All of them take attention. For the sequence around them, see the steps from LOI to closing and how a commitment letter differs from a term sheet.
Common questions
- Is a lender obligated to fund once I sign the credit agreement?
- Only once every condition precedent has been met or waived. Signing and funding can happen together, but the lender's obligation is conditional until the checklist is complete.
- What is the difference between a condition precedent and a condition subsequent?
- A condition precedent must be satisfied before funding. A condition subsequent is delivered after closing, within a set period, by agreement with the lender. Missing a condition subsequent is usually a covenant breach.
- Can the lender add conditions after it issues a commitment?
- It should not add new conditions beyond those in the commitment letter, but conditions such as satisfactory documentation, appraisal results and no material adverse change leave room for judgment. A commitment with few open-ended conditions is worth more than one with many.
- Which conditions take the longest to clear?
- Usually those that depend on third parties: payoff letters from existing lenders, appraisals, landlord waivers and consents, and insurance endorsements naming the lender. Requesting them the week the commitment is signed prevents most delays.
- Do conditions precedent apply to each draw on a line of credit?
- Yes, in a shorter form. Each draw typically requires that no default exists, the representations remain true and, on an asset-based line, the draw fits within the current borrowing base.