Common use of First Loan Clause in Contracts

First Loan. In addition to the matters described in Section 3.1 hereof, the obligation of the Lenders to make the first Loan under this Agreement is subject to the receipt by the Lenders of each of the following, in Proper Form: (a) this Agreement, executed by the Borrower and the Lenders; (b) the Notes, executed by the Borrower; (c) the Fifth Amended and Restated Guaranty, dated as of the date hereof, executed by the Guarantors; (d) a certificate executed by the Secretary or Assistant Secretary of each Obligor dated as of the date hereof as to the resolutions of such Person authorizing the execution of the Credit Documents and as to the incumbency of the officers of such Person; (e) a certificate from the Secretary of State or other appropriate public official of the state of organization of each Obligor as to the continued existence and good standing of such Obligor; (f) a certificate from the appropriate public official of every state where the location of the Obligor’s Property requires it to be qualified to do business as to the due qualification and good standing of such Obligor; (g) a legal opinion from independent counsel for the Obligors as to the matters set forth on Exhibit D acceptable to the Lenders; (h) an Officer’s Certificate in the form of Exhibit A for the calendar quarter ending March 31, 2021; (i) such documentation and other information requested by Lenders in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, (j) an amendment to the 2020 PNC Term Loan Agreement, in form and substance reasonably satisfactory to Agent, which shall make corresponding amendments and other modifications to the 2020 PNC Term Loan Agreement that are substantially and substantively similar to the changes being made to this Agreement on the Effective Date and (k) the termination of the Existing Credit Agreement; and to the further condition that, at the time of the initial Loan, all legal matters incident to the transactions herein contemplated shall be satisfactory to ▇▇▇▇▇▇ & Bird LLP, counsel for the Agent.

First Loan. In addition to the matters described in Section 3.1 hereof, the obligation of the Lenders to make the first Loan under this Agreement is subject to the receipt by the Lenders of each of the following, in Proper Form: (a) this Agreement, executed by the Borrower and the Lenders; (b) the Notes, executed by the Borrower; (c) the Fifth Sixth Amended and Restated Guaranty, dated as of the date hereof, executed by the Guarantors; (d) a certificate executed by the Secretary or Assistant Secretary of each Obligor dated as of the date hereof as to the resolutions of such Person authorizing the execution of the Credit Documents and as to the incumbency of the officers of such Person; (e) a certificate from the Secretary of State or other appropriate public official of the state of organization of each Obligor as to the continued existence and good standing of such Obligor; (f) a certificate from the appropriate public official of every state where the location of the Obligor’s Property requires it to be qualified to do business as to the due qualification and good standing of such Obligor; (g) a legal opinion from independent counsel for the Obligors as to the matters set forth on Exhibit D acceptable to the Lenders; (h) an Officer’s Certificate in the form of Exhibit A for the calendar quarter ending March 31, 20212024; (i) such documentation and other information requested by Lenders in connection with applicable “know your customer” and anti-anti- money laundering rules and regulations, including the USA Patriot Act, Act and (j) an amendment to the 2020 PNC Term Loan Agreement, in form and substance reasonably satisfactory to Agent, which shall make corresponding amendments and other modifications to the 2020 PNC Term Loan Agreement that are substantially and substantively similar to the changes being made to this Agreement on the Effective Date and (k) the termination of the Existing Credit Agreement; and to the further condition that, at the time of the initial Loan, all legal matters incident to the transactions herein contemplated shall be satisfactory to ▇▇▇▇▇▇ & Bird LLP, counsel for the Agent.

First Loan. In addition to the matters described in Section 3.1 hereof, the obligation of the Lenders to make the first Loan under this Agreement is subject to the receipt by the Lenders of each of the following, in Proper Form: (a) this Agreement, executed by the Borrower and the Lenders; (b) the Notes, executed by the Borrower; (c) the Fifth Fourth Amended and Restated Guaranty, dated as of the date hereof, executed by the Guarantors; (d) a certificate executed by the Secretary or Assistant Secretary of each Obligor dated as of the date hereof as to the resolutions of such Person authorizing the execution of the Credit Documents and as to the incumbency of the officers of such Person; (e) a certificate from the Secretary of State or other appropriate public official of the state of organization of each Obligor as to the continued existence and good standing of such Obligor; (f) a certificate from the appropriate public official of every state where the location of the Obligor’s Property requires it to be qualified to do business as to the due qualification and good standing of such Obligor; (g) a legal opinion from independent counsel for the Obligors as to the matters set forth on Exhibit D acceptable to the Lenders; (h) an Officer’s Certificate in the form of Exhibit A for the calendar quarter ending March 31, 20212018; (i) such documentation and other information requested by Lenders in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, and (j) an amendment to the 2020 PNC Term Loan Agreement, in form and substance reasonably satisfactory to Agent, which shall make corresponding amendments and other modifications to the 2020 PNC Term Loan Agreement that are substantially and substantively similar to the changes being made to this Agreement on the Effective Date and (k) the termination of the Existing Credit Agreement; and to the further condition that, at the time of the initial Loan, all legal matters incident to the transactions herein contemplated shall be satisfactory to ▇▇▇▇▇▇ & Bird LLP, counsel for the Agent.

First Loan. In addition to the matters described in Section 3.1 hereof, the obligation of the Lenders to make the first Loan under this Agreement is subject to the receipt by the Lenders of each of the following, in Proper Form: (a) this Agreement, executed by the Borrower and the Lenders; (b) the Notes, executed by the Borrower; (c) the Fifth Amended and Restated Guaranty, dated as of the date hereof, executed by the Guarantors; (d) a certificate executed by the Secretary or Assistant Secretary of each Obligor dated as of the date hereof as to the resolutions of such Person authorizing the execution of the Credit Documents and as to the incumbency of the officers of such Person; (e) a certificate from the Secretary of State or other appropriate public official of the state of organization of each Obligor as to the continued existence and good standing of such Obligor; (f) a certificate from the appropriate public official of every state where the location of the Obligor’s Property requires it to be qualified to do business as to the due qualification and good standing of such Obligor; (g) a legal opinion from independent counsel for the Obligors as to the matters set forth on Exhibit D acceptable to the Lenders; (h) an Officer’s Certificate in the form of Exhibit A for the calendar quarter ending March 31, 2021; (i) such documentation and other information requested by Lenders in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, (j) an amendment to the 2020 PNC Term Loan Agreement, in form and substance reasonably satisfactory to Agent, which shall make corresponding amendments and other modifications to the 2020 PNC Term Loan Agreement that are substantially and substantively similar to the changes being made to this Agreement on the Effective Date and (k) the termination of the Existing Credit Agreement; and to the further condition that, at the time of the initial Loan, all legal matters incident to the transactions herein contemplated shall be satisfactory to ▇▇▇▇▇▇ & Bird LLP, counsel for the Agent.

First Loan. In addition to the matters described in Section 3.1 hereof, the The obligation of the Lenders each Lender to make the first its initial Loan under this Agreement hereunder is subject to satisfaction of the following conditions precedent: (1) The Administrative Agent's receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Lenders signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent: (i) A duly executed copy of this Agreement; (ii) A duly executed copy of the Security Agreement; (iii) A duly executed copy of the Guaranty; (iv) Duly executed originals of each of the followingNotes; (v) All financing statements and other documents, instruments and agreements, properly executed, as appropriate, deemed necessary or appropriate by the Administrative Agent, in Proper Form: its reasonable discretion, to create in favor of the Collateral Agent for the pro rata, pari passu benefit of the Lenders a first priority perfected security interest in and lien upon the Collateral; (avi) Certified copies of resolutions of the Board of Directors of each of the Loan Parties approving the execution and delivery of the Loan Documents to which it is a party, the performance of the Obligations and the consummation of the transactions contemplated thereby; (vii) A certificate of the Secretary or an Assistant Secretary of each of the Loan Parties certifying the names and true signatures of the officers of such Loan Party authorized to execute the Loan Documents to which it is a party; (viii) A copy of the Articles or Certificate of Incorporation of each of the Loan Parties, certified by the Secretary of State of the state of its incorporation as of a recent date; (ix) A copy of the Bylaws of each of the Loan Parties, certified by the Secretary or an Assistant Secretary of such Loan Party as of the date of this Agreement, Agreement as being accurate and complete; (x) A certificate of the appropriate Governmental Authority of each state in which each of the Loan Parties is required to be authorized to do business to the effect that such Loan Party is so qualified and in good standing as of a recent date; (xi) A certificate executed by a duly authorized officer of each of the Borrower and Loan Parties in the Lenders; (b) the Notes, executed by the Borrower; (c) the Fifth Amended and Restated Guaranty, form of that attached hereto as Exhibit D dated as of the date hereofof this Agreement; (xii) A certificate of a Responsible Financial Officer of each of the Loan Parties, demonstrating in detail satisfactory to the Administrative Agent such Loan Party's compliance with the financial covenants set forth in Paragraphs 11(h), (i), (j) and (k) below at and as of June 30, 2004; (xiii) Evidence satisfactory to the Administrative Agent that concurrently with the first Loan hereunder the Existing Credit Agreement is being terminated, all amounts due and owing thereunder or in connection therewith are being paid in full and all liens and security interests created thereunder or pursuant thereto are being released and discharged; (xiv) Evidence in form and substance satisfactory to the Administrative Agent that AHMH is a MERS Member and that the Borrowers, as affiliates of AHMH, have been approved by MERS as authorized users of the MERS System pursuant to the membership of AHMH; (xv) A duly executed copy of the Electronic Tracking Agreement; (xvi) A certified corporate resolution adopted by board of directors of MERS appointing agents of AHMH to execute and deliver assignments of deeds of trust or mortgages on behalf of MERS; (xvii) Such executed blank assignments of deeds of trust and mortgages as the Administrative Agent may request; (xviii) Evidence satisfactory to the Administrative Agent of the payment of any fees required to be paid by the Guarantors; Borrowers hereunder or under the Fee Letter on or before the date hereof; (dxix) a certificate An opinion of counsel to the Loan Parties with respect to such matters as the Administrative Agent may request; (xx) Evidence satisfactory to the Administrative Agent that each of the Funding Account and the Settlement Account has been opened; (xxi) A duly completed and executed by the Secretary or Assistant Secretary of each Obligor Borrowing Base Certificate dated as of the date hereof as of the first loan hereunder; (xxii) An Appraisal of the Eligible Servicing Portfolio dated not more than thirty days prior to the resolutions of such Person authorizing the execution date of the Credit first Loan hereunder; (xxiii) Copies of all policies and procedures related to the Borrowers' Hedging Arrangements; (xxiv) Copies of all current underwriting and servicing guidelines and procedures; and (xxv) Such other documents, instruments, agreements, certificates and evidences as the Administrative Agent may reasonably request. (2) All acts and conditions precedent (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 prior to the execution, delivery and performance of the Loan Documents and as to constitute the incumbency same legal, valid and binding obligations of the officers of such Person; Loan Parties, 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. (e3) a certificate from the Secretary of State or other appropriate public official of the state of organization of each Obligor as to the continued existence All documentation, including, without limitation, documentation for corporate and good standing of such Obligor; (f) a certificate from the appropriate public official of every state where the location of the Obligor’s Property requires it to be qualified to do business as to the due qualification and good standing of such Obligor; (g) a legal opinion from independent counsel for the Obligors as to the matters set forth on Exhibit D acceptable to the Lenders; (h) an Officer’s Certificate in the form of Exhibit A for the calendar quarter ending March 31, 2021; (i) such documentation and other information requested by Lenders proceedings in connection with applicable “know your customer” and anti-money laundering rules and regulationsthe transactions contemplated by the Loan Documents, including the USA Patriot Act, (j) an amendment to the 2020 PNC Term Loan Agreement, shall be satisfactory in form and substance reasonably to the Administrative Agent and the Lenders. (4) Since December 31, 2003, there shall not have occurred a material adverse change in the business, assets, liabilities (actual or contingent), operations, financial condition, or business prospects of the Loan Parties taken as a whole. Without limiting the generality of the provisions of Paragraph 13(d), for purposes of determining compliance with the conditions specified in this Paragraph 8(a), each Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to Agent, which a Lender unless the Administrative Agent shall make corresponding amendments and other modifications have received notice from such Lender prior to the 2020 PNC Term Loan Agreement that are substantially and substantively similar to the changes being made to this Agreement on the proposed Effective Date and (k) the termination of the Existing Credit Agreement; and to the further condition that, at the time of the initial Loan, all legal matters incident to the transactions herein contemplated shall be satisfactory to ▇▇▇▇▇▇ & Bird LLP, counsel for the Agentspecifying its objection thereto.