Initial Advance. The obligation of the Lender to make the initial --------------- Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, of the following conditions precedent: (a) The Lender shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion: (1) The Loan Documents dated as of the date hereof duly executed by the Company; (2) Certified copies of the Company's articles of incorporation and bylaws and certificates of good standing dated no less recently than ninety (90) days prior to the date of this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authority; (3) An original resolution of the board of directors of the Company, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by the Company pursuant to this Agreement; (4) A certificate (in the form of Exhibit "J") of the Company's ----------- corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender); (5) Financial statements of the Company (and its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1998 (the "Statement Date") and related statements of income, changes in stockholders, equity and cash flows for the period ended on the Statement Date and a balance sheet as of April 30, 1999 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Lender; (7) A tax, lien and judgment search of the appropriate public records for the Company, including a search of Uniform Commercial Code financing statements, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder; (8) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.11 hereof, all in form and substance satisfactory to the Lender; (9) Copies of the Company's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, all in form and content satisfactory to the Lender, showing compliance by the Company as of the date of this Agreement with the related provisions of Section 6.8 hereof and showing Lender as an additional loss payee on such policies; (10) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender; (11) Evidence that the Funding Account has been established with the Lender.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Iown Holdings Inc)
Initial Advance. The effectiveness of this Agreement, including Lender's obligation of the Lender to make the initial --------------- Advance under this Agreement Structured Facility Advance, is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, of the following conditions precedent:
(a) The Lender shall have received must receive the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion:
(1) The Loan Documents dated as of the date hereof Structured Facility Note and this Agreement duly executed by the Company;Borrower.
(2) Certified copies Borrower's certificate of Limited Partnership, together with all amendments, as certified by the CompanySecretary of State of Delaware, Borrower's articles partnership agreement, together with all amendments, certified by the General Partner of incorporation and bylaws Borrower, and certificates of good standing dated no less recently than ninety (90) within 30 days prior to of the date of this Agreement and Agreement, together with a certification from the taxing Franchise Tax Board or other state tax authority of the state of incorporation stating that the Company Borrower is in good standing with said taxing the Franchise Tax Board or such state tax authority;, if applicable.
(3) An original A resolution, consent or approval of all of the partners of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Structured Facility Advance Request and all other agreements, instruments or documents to be delivered by Borrower under this Agreement.
(4) A certificate as to the incumbency and authenticity of the signatures of the General Partner of Borrower executing this Agreement and the other Loan Documents, and of the employees of the General Partner delivering each Structured Facility Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(5) The General Partner's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Delaware, bylaws certified by the corporate secretary of the General Partner and certificates of good standing dated within 30 days of the date of this Agreement.
(6) A resolution of the General Partner's board of directors of the Companydirectors, certified as of the date of this the Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Structured Facility Advance Request and all other agreements, instruments or documents to be delivered under this Agreement.
(7) Guarantor's articles or certificate of incorporation, together with all amendments, as certified by the Company pursuant to Secretary of State of Maryland, bylaws certified by the corporate secretary of the Guarantor and certificates of good standing dated within 30 days of the date of this Agreement;.
(4) 8) A certificate (in the form of Exhibit "J") of the Company's ----------- corporate secretary as to the resolution of the Guarantor's board of directors directors, certified as of the Company date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and the other Loan Documents and Documents, each Structured Dated: 7/1/2003 Amended: 7/24/2003 Facility Advance Request and all other agreements, instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender);under this Agreement.
(59) Financial statements of the Company Guarantor (and its the Guarantor's Subsidiaries, on a consolidated basis) containing a proforma balance sheet as of December 31, 1998 (the "Statement Date") and related statements of income, changes in stockholders, equity and cash flows for the period ended on the Statement Date and a balance sheet as of April 30, 1999 ("Interim Date") and related statement of income for the period ended on the Interim Closing Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods GAAP.
(10) Opinion of counsel for Borrower and Guarantor, in form and substance satisfactory to Lender.
(11) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the case conduct of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Lender;its business.
(712) A taxUniform Commercial Code, tax lien and judgment search searches of the appropriate public records for the Company, including a search of Uniform Commercial Code financing statements, which search shall Borrower that do not have disclosed disclose the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder;under this Agreement.
(8) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.11 hereof, all in form and substance satisfactory to the Lender;
(913) Copies of the CompanyBorrower's errors and omissions insurance policy or mortgage impairment insurance policy policy, and blanket bond coverage policy, all or certificates in form and content satisfactory to the Lenderlieu of policies, showing compliance by the Company Borrower as of the date of this Agreement with the related provisions of Section 6.8 hereof and showing Lender as an additional loss payee on such policies;7.8.
(1014) Executed financing statements in recordable form covering A fully-executed Funding Bank Agreement and evidence that all accounts into which Structured Facility Advances will be funded have been established at the Collateral and ready for filing in all jurisdictions required Funding Bank.
(15) An executed Guaranty by the Lender;Guarantor.
(1116) Evidence that the Funding Account private placement of Equity Interests in the Guarantor described in the Preliminary Offering Memorandum dated as of June 13, 2003 has been established with completed or will be completed simultaneously upon this Agreement becoming effective.
(17) Receipt by Lender of any fees due on the date of this Agreement.
(b) If Borrower is indebted to any of its partners or Affiliates or any director, officer or shareholder of any partner or any Affiliate of any partner, or to the Guarantor, as of the date of this Agreement, the Person to whom Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Lender; and Lender must have received an executed copy of that Subordination of Debt Agreement, certified by the General Partner of Borrower to be true and complete and in full force and effect as of the date of the Structured Facility Advance.
Appears in 1 contract
Sources: Structured Facility Warehousing Credit and Security Agreement (Arbor Realty Trust Inc)
Initial Advance. The obligation of the Lender to make the initial --------------- Advance under this Agreement is subject to the satisfaction, in the sole reasonable discretion of the Lender, on or before the date thereof, of the following conditions precedent:
(a) The Lender shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole reasonable discretion:
(1) The Loan Documents dated as of the date hereof duly executed by the CompanyCompany and the Guaranty dated as of even date herewith executed by the Guarantor;
(2) Certified copies of the Company's articles of incorporation and bylaws and certificates of good standing dated no less recently than ninety (90) days prior to the date of this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authority;:
(3) An original resolution of the board of directors of the Company, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by the Company pursuant to this Agreement;
; (4) A certificate (in the form of Exhibit "JH") of the Company's ----------- corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and the other Loan Documents and each Request for Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender);
(5) Financial statements of the Company NAB (and its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1998 1996 (the "Statement Date") and related statements of income, changes in stockholders, ' equity and cash flows for the period ended on the Statement Date and a balance sheet as of April September 30, 1999 1997 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Lender;
(6) Certified copies of NAB's articles of incorporation and bylaws and certificates of good standing dated no less recently than ninety (90) days prior to the date of this Agreement and a certification from the taxing authority of the state of incorporation stating that NAB is in good standing with said taxing authority:
(7) An original resolution of the board of directors of NAB, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of the Guaranty and all other instruments or documents to be delivered by NAB pursuant to this Agreement;
(8) A certificate (in the form of Exhibit "I") of NAB's ----------- corporate secretary as to the resolution of the board of directors of NAB authorizing the execution, delivery and performance of the Guaranty and the incumbency and authenticity of the signatures of the officers of NAB executing the Guaranty and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender);
(10) A tax, lien and judgment search of the appropriate public records for the CompanyCompany and NAB, including a search of Uniform Commercial Code financing statements, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder;
(8) Copies 11) Certificates of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.11 hereof, all in form and substance satisfactory to the Lender;
(9) Copies insurance of the Company's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, all in form and content satisfactory to the Lender, showing compliance by the Company as of the date of this Agreement with the related provisions of Section 6.8 hereof and showing Lender as an additional a joint loss payee or containing an endorsement with a direct loss-payee feature on such policies;
(1012) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender;
(1113) Evidence that the Funding Account has been established with and pledged to the Lender;
(14) Evidence that the purchase and sale between the Company and Pacific Southwest Bank covering certain Eligible Construction Loans has been consummated.
Appears in 1 contract
Initial Advance. The obligation of the Lender to make the initial --------------- Advance under this Agreement is subject On or prior to the satisfactionClosing Date, in Borrower shall have delivered to Agent the sole discretion of the Lender, on or before the date thereof, of the following conditions precedentfollowing:
(a) The Lender shall have received executed originals of the followingLoan Documents, Account Control Agreements, legal opinions of US, English and Dutch counsel, and all other documents and instruments reasonably required by Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of which must be satisfactory Agent with respect to all Collateral, in all cases in form and content substance reasonably acceptable to the Lender, in its sole discretion:
(1) The Loan Documents dated as of the date hereof duly executed by the CompanyAgent;
(2b) Certified with respect to Alimera US, certified copy of resolutions of such Guarantor’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby;
(c) with respect to Borrower, a certificate of the secretary or a director of Borrower with respect to such Borrower’s certificate of incorporation, memorandum and articles of association, register of charges, specimen signatures and board minutes authorizing the execution and delivery of this Agreement, the Debenture and any other Loan Documents to which it is a party;
(d) certified copies of the Company's articles Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Alimera US;
(e) a certificate of good standing for Alimera US from its state of incorporation and bylaws similar certificates from all other jurisdictions in which it is qualified to do business;
(f) a copy of (i) the partnership agreement, as amended, of AS C.V. and certificates (ii) the Deed of Incorporation and Articles of Association of Alimera Sciences B.V.;
(g) a certificate of the managers/members of Alimera Sciences (DE), LLC with respect to its Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of the Deed of Disclosed Pledge of Receivables and the other Loan Documents to which it is a party as general partner of AS C.V.;
(h) Alimera Sciences (DE), LLC’s Operating Documents and a long form good standing dated certificate of Alimera Sciences (DE), LLC certified by the Secretary of State of the State of Delaware as of a date no less recently earlier than ninety thirty (9030) days prior to the date of this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authorityEffective Date;
(3i) An original resolution the fully-executed Deed of Disclosed Pledge of Receivables (together with copies of all notices required to be sent under the Deed of Disclosed Pledge of Receivables executed by AS C.V. and Alimera Sciences B.V., duly acknowledged);
(j) a payoff letter from Silicon Valley Bank;
(k) evidence that (i) the Liens securing Indebtedness owed by each Consolidated Group Member to Silicon Valley Bank will be terminated and (ii) the documents and/or filings evidencing such Liens, including without limitation any financing statements, filings with the U.S. Patent and Trademark Office and the U.S. Copyright Office, intellectual property security agreements and control agreements, have or will, concurrently with the initial Advance, be terminated;
(l) payment of the board Facility Charge and reimbursement of directors of the Company, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery Agent’s and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by the Company each Lender’s current expenses reimbursable pursuant to this Agreement;, which amounts may be deducted from the initial Advance; and
(4m) A certificate (in the form of Exhibit "J") of the Company's ----------- corporate secretary such other documents as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender);
(5) Financial statements of the Company (and its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1998 (the "Statement Date") and related statements of income, changes in stockholders, equity and cash flows for the period ended on the Statement Date and a balance sheet as of April 30, 1999 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Lender;
(7) A tax, lien and judgment search of the appropriate public records for the Company, including a search of Uniform Commercial Code financing statements, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder;
(8) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.11 hereof, all in form and substance satisfactory to the Lender;
(9) Copies of the Company's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, all in form and content satisfactory to the Lender, showing compliance by the Company as of the date of this Agreement with the related provisions of Section 6.8 hereof and showing Lender as an additional loss payee on such policies;
(10) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender;
(11) Evidence that the Funding Account has been established with the LenderAgent may reasonably request.
Appears in 1 contract
Initial Advance. The obligation of the Lender to make the initial --------------- Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, of the following conditions precedent:
(a) The Lender shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion:
(1) The Loan Documents dated as of the date hereof duly executed by the Company;
(2) Certified copies of the Company's articles of incorporation and bylaws and certificates of good standing dated no less recently than ninety (90) days prior to the date of this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authority;
(3) An original resolution of the board of directors of the Company, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by the Company pursuant to this Agreement;
(4) A certificate (in the form of Exhibit EXHIBIT "J") of the Company's ----------- corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender);
(5) Financial statements of the Company (and its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31September 30, 1998 (the "Statement Date") and related statements of income, changes in stockholders, ' equity and cash flows for the period ended on the Statement Date and a balance sheet as of April 30December 31, 1999 1998 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Lender;
(6) A favorable written opinion of counsel to the Company, dated as of the date of this Agreement, to be in substantially the form of EXHIBIT "M" hereto, and addressed to the Lender;
(7) A tax, lien and judgment search of the appropriate public records for the Company, including a search of Uniform Commercial Code financing statements, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder;
(8) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.11 hereof, all in form and substance satisfactory to the Lender;
(9) Copies of the Company's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, all in form and content satisfactory to the Lender, showing compliance by the Company as of the date of this Agreement with the related provisions of Section 6.8 hereof and showing Lender as an additional loss payee on such policies;
(10) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender;
(11) Evidence that the Funding Account has been established with the Lender.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (E Loan Inc)
Initial Advance. The obligation of the Lender to make the initial --------------- Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, thereof of the following conditions precedent:
(a) The Lender shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion:
(1) The Loan Documents dated as of the date hereof Note and this Agreement duly executed by the Company;Borrowers.
(2) Certified copies of the CompanyBNC's articles of incorporation and as certified by the Secretary of State of BNC's incorporation, bylaws certified by the corporate secretary of BNC, and certificates of good standing dated no less recently than ninety (90) days prior to the date of this Agreement and a certification from the taxing authority Franchise Tax Board of the state State of incorporation California stating that the Company BNC is in good standing with said taxing authority;the Franchise Tax Board.
(3) An original A resolution of the board of directors of the CompanyBNC, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by the Company BNC pursuant to this Agreement;.
(4) A certificate (in the form of Exhibit "J") of the CompanyBNC's ----------- corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of the Company BNC executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender);.
(5) Financial statements of the Company (BNC and its Subsidiaries, on a consolidated basis) and consolidating basis containing a balance sheet as of December 31June 30, 1998 (the "Statement Date") 1998, and related statements of income, changes in stockholders, ' equity and cash flows for the period ended on the Statement Date and a balance sheet as of April 30, 1999 ("Interim Date") and related statement of income for the period ended on the Interim Datesuch date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Lender;.
(6) Financial statements of BNC and its Subsidiaries, on a consolidated and consolidating basis containing a balance sheet as of , related statements of income and changes in stockholders' equity for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with the BNC's most recent audited financial statements.
(7) Mortgage Logic's articles of incorporation as certified by the Secretary of State of the Mortgage Logic's incorporation, bylaws certified by the corporate secretary of Mortgage Logic, and certificates of good standing dated no less recently than ninety (90) days prior to the date of this Agreement and a certification from the Franchise Tax Board of the State of California stating that Mortgage Logic is in good standing with the Franchise Tax Board.
(8) A taxresolution of the board of directors of Mortgage Logic, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by Mortgage Logic pursuant to this Agreement.
(9) A certificate of Mortgage Logic's corporate secretary as to the incumbency and authenticity of the signatures of the officers of Mortgage Logic executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender).
(10) A favorable written opinion of counsel to BNC and Mortgage Logic (or of separate counsel at the option of BNC and Mortgage Logic), dated as of the date of this Agreement substantially in the form of Exhibit H attached hereto, addressed to the Lender.
(11) A Uniform Commercial Code, tax lien and judgment search searches of the appropriate public records for the Company, including a search of Uniform Commercial Code financing statementsBNC and Mortgage Logic, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder;.
(8) 12) Copies of the certificates, documents or other written instruments which evidence the Company's Borrowers' eligibility described in Section 5.11 5.13 hereof, all in form and substance satisfactory to the Lender;.
(913) Copies of the Company's Borrowers' errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the Lender, showing compliance by the Company Borrowers as of the date of this Agreement with the related provisions of Section 6.8 hereof and showing Lender as an additional loss payee on such policies;hereof.
(1014) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender;.
(1115) Receipt by the Lender of any fees due on the date hereof, including, but not limited to, Commitment Fees and document production fees.
(16) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Account Bank and receipt of a fully executed Funding Bank Agreement.
(17) An agreement among the Borrowers, the Lender and Fann▇▇ ▇▇▇, pursuant to which Fann▇▇ ▇▇▇ agrees to send all cash proceeds of Mortgage Loans sold by the Borrowers to Fann▇▇ ▇▇▇ ▇▇ the Cash Collateral Account.
(b) All directors, officers and shareholders of the Borrowers, all Affiliates of the Borrowers or of any Subsidiary of BNC or Mortgage Logic, to whom or to any of whom the Borrowers shall be indebted as of the date of this Agreement, which indebtedness has been established with a term of more than one (1) year or is in excess of One Hundred Thousand Dollars ($100,000) shall have subordinated such indebtedness to the LenderObligations, by executing a Subordination of Debt Agreement, in the form of Exhibit F hereto; and the Lender shall have received an executed copy of any such Subordination of Debt Agreement, certified by the corporate secretary of the each Borrower to be true and complete and in full force and effect as of the date of the Advance.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (BNC Mortgage Inc)
Initial Advance. The obligation of the Lender to make the initial --------------- Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, of the following conditions precedent:
(a) The Lender shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion:
(1) The Loan Documents dated as of the date hereof duly executed by the Company;
(2) Certified copies of the Company's articles of incorporation and bylaws and certificates of good standing dated no less recently than ninety (90) days prior to the date of this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authority;
(3) An original resolution of the board of directors of the Company, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by the Company pursuant to this Agreement;
(4) A certificate (in the form of Exhibit EXHIBIT "J") of the Company's ----------- corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender);
(5) Financial statements of the Company (and its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31June 30, 1998 (the "Statement Date") and related statements of income, changes in stockholders, ' equity and cash flows for the period ended on the Statement Date and a balance sheet as of April September 30, 1999 1998 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Lender;
(6) A favorable written opinion of counsel to the Company, dated as of the date of this Agreement, to be in substantially the form of EXHIBIT "M" hereto, and addressed to the Lender;
(7) A tax, lien and judgment search of the appropriate public records for the Company, including a search of Uniform Commercial Code financing statements, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder;
(8) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.11 hereof, all in form and substance satisfactory to the Lender;
(9) Copies of the Company's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, all in form and content satisfactory to the Lender, showing compliance by the Company as of the date of this Agreement with the related provisions of Section 6.8 hereof and showing Lender as an additional loss payee on such policies;
(10) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender;
(11) Evidence that the Funding Account has been established with the Lender.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (BNC Mortgage Inc)
Initial Advance. The obligation obligations of the Lender Lenders to make fund their respective Funding Shares of the initial --------------- Advance under this Agreement is are subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, Companies' fulfillment of the following conditions precedent:
(a) The Lender Agent shall have received (or be satisfied that it will receive by such deadline as the Agent shall specify) the following, all of which must be satisfactory in form and content to the Lender, Agent in its sole discretion:
(1) The Loan Documents dated as of the date hereof This Agreement duly executed by the Companyall parties;
(2) Certified copies of The Senior Credit Notes, each duly executed by the Company's articles of incorporation and bylaws and certificates of good standing dated no less recently than ninety (90) days prior to the date of this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authorityCompanies;
(3) An original resolution The Guaranty, duly executed by the Parent;
(4) the 12/00 Amendment to Class R Security Agreement of even date herewith;
(5) UCC financing statements for the Collateral covered by this Agreement, each duly executed by the Companies, for filing by the Agent in the office of the board Secretary of directors State of the State of Pennsylvania (the State in which the chief executive office of each of the Companies is located);
(6) a UCC search report of a UCC filings search in the Office of the Secretary of State of the State of Pennsylvania (the State in which the chief executive office of each of the Companies is located) for each of the Companies, ABFS 1998-2 and the Parent;
(7) The Custody Agreement duly executed by the Companies and Chase as Custodian;
(8) Copies of each Company's and the Parent's articles or certificate of incorporation certified by the Secretary of State or comparable officer of the State of such company's incorporation and a copy of its bylaws certified by such Company's (or the Parent's, as the case may be) secretary or assistant secretary;
(9) A favorable written opinion of counsel to the Companies and the Parent dated on or before the date of the initial Advance, addressed to the Lenders and the Agent and in form and substance reasonable satisfactory to the Agent and its legal counsel (opinions required to be included therein are set forth in Exhibit G);
(10) A copy of the resolutions of each Company's and the Parent's boards of directors, certified as of the date of this Agreement the initial Advance by its the relevant Company's or Parent's corporate secretary, authorizing the execution, delivery and performance (i) by each Company of this Agreement, the Senior Credit Notes, the Custody Agreement and the other Loan Documents, and all other instruments or documents Facilities Papers to be delivered by the Company Companies pursuant to this Agreement, and (ii) by the Parent of the Guaranty, respectively;
(411) A certificate (in the form of Exhibit "J") of the each Company's ----------- and the Guarantor's corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and (i) the incumbency and authenticity of the signatures of (x) the officers of the Company executing this Agreement and Agreement, the other Loan Documents and Senior Credit Notes, the Custody Agreement, each applicable Request for Advance Request and all other instruments Facilities Papers executed or documents to be delivered pursuant hereto executed by or on behalf of the Company and (y) the officers of the Parent executing the Guaranty, respectively, and (ii) the authenticity of their signatures -- and specimens of their signatures shall be included in such certificate or set forth on an exhibit attached to it -- (the Lender being Agent and the Lenders shall be entitled to rely thereon on that certificate until the relevant Company or the Guarantor, as applicable, has furnished a new such certificate has been furnished to the LenderAgent);
(512) Financial statements An Officer's Certificate for each Company dated the date of the Company (initial Advance and its Subsidiariescertifying that, on a consolidated basis) containing a balance sheet as after giving effect to that Advance, no Default or Event of December 31, 1998 (the "Statement Date") Default will exist under this Agreement and related statements of income, changes in stockholders, equity and cash flows for the period ended on that there has been no material adverse change since the Statement Date and a balance sheet as of April 30, 1999 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case any of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable Central Elements relative to the Lender;Company; and
(7) A tax, lien and judgment search of the appropriate public records for the Company, including a search of Uniform Commercial Code financing statements, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder;
(8) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.11 hereof, all in form and substance satisfactory to the Lender;
(913) Copies of the Company's an errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, providing such insurance coverage as is customary for members of the Companies' industry, all in form and content reasonably satisfactory to the LenderAgent.
(b) All directors and officers of any Company, showing compliance by all shareholders of any Company and all Affiliates of any Company or the Company Parent or any Subsidiary of any of the Companies, to whom or which any of the Companies shall be indebted either for borrowed money or for any other obligation of Fifty Thousand Dollars ($50,000) or more as of the date of this Agreement, shall have caused such Debt -- excluding only the debts and obligations described on Schedule 8.1(b) to this Agreement with -- to be Subordinated Debt, as defined in this Agreement, by executing and causing to be delivered to the related provisions Agent a Subordination Agreement substantially in the form of Section 6.8 hereof Exhibit C and showing Lender taking all other steps, if any, required to cause such Debt to be Subordinated Debt, as an additional loss payee on so defined, and the corporate secretary of the relevant Company or the Parent (as the case may be) shall have certified each such policies;
(10) Executed financing statements Subordination Agreement executed to satisfy the requirements of this Subsection to be true, complete and in recordable form covering full force and effect as of the Collateral and ready for filing in all jurisdictions required by date of the Lender;
(11) Evidence that the Funding Account has been established with the LenderAdvance.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (American Business Financial Services Inc /De/)
Initial Advance. The obligation of the Lender to make the initial --------------- Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, thereof of the following conditions precedent:
(a) The Lender shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion:
(1) The Loan Documents dated as of the date hereof Note and this Agreement duly executed by the Company;.
(2) Certified copies The Company's articles or certificate of incorporation as certified by the Secretary of State of the Company's incorporation, bylaws certified by the corporate secretary of the Company, or a Certificate of the Company stating that there has been no change in either the articles or certificate of incorporation and or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated no less recently than ninety (90) 90 days prior to the date of this Agreement and a certification from the taxing authority Franchise Tax Board of the state State of incorporation California stating that the Company is in good standing with said taxing authority;the Franchise Tax Board.
(3) An original A resolution of the board of directors of the Company, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by the Company pursuant to this Agreement;.
(4) A certificate (in the form of Exhibit "J") of the Company's ----------- corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender);.
(5) Financial statements of the Company (and and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31April 30, 1998 (the "Statement Date") 1999 and related statements of income, changes in stockholders, ' equity and cash flows for the period ended on the Statement Date and a balance sheet as of April 30, 1999 ("Interim Date") and related statement of income for the period ended on the Interim Datesuch date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of recognized standing acceptable to the Lender and containing a footnote concerning a subsequent cash equity investment of $6,000,000 or more.
(6) Financial statements of the Company (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of May 31, 1999 and June 30, 1999, related statements of income and changes in stockholders' equity for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with the Company's most recent audited financial statements.
(7) The Guaranty, in the case form attached hereto as EXHIBIT B, duly executed by the Guarantor.
(8) Copies of the statements Guarantor's articles or certificate of incorporation as certified by the Secretary of State of the State of Guarantor's incorporation and bylaws, and certificates of good standing issued by the Secretary of State dated no less recently than 90 days prior to the date of this Agreement.
(9) A resolution of the board of directors of the Guarantor, certified as of the Statement Datedate of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of the Guaranty, and all other instruments or documents to be delivered by the Guarantor pursuant to this Agreement.
(10) A certificate of the Guarantor's corporate secretary as to the incumbency and authenticity of the signatures of the officers of the Guarantor executing the Guaranty and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender).
(11) Financial statements of the Guarantor containing a balance sheet as of April 30, 1999 and related statements of income, changes in stockholders' equity and cash flows for the period ended on the above date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of recognized standing acceptable to the Lender;, and containing a footnote concerning a subsequent cash equity investment of $13,000,000 or more.
(712) Financial statements of the Guarantor containing a balance sheet as of May 31, 1999, and related statements of income, changes in stockholders' equity and cash flows for the period ended on the above date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and reviewed by independent certified public accountants of recognized standing acceptable to the Lender.
(13) A taxfavorable written opinion of counsel to the Company and the Guarantor (or of separate counsel at the option of the Company and the Guarantor), dated as of the date of this Agreement substantially in the form of EXHIBIT H attached hereto, addressed to the Lender.
(14) Uniform Commercial Code, tax lien and judgment search searches of the appropriate public records for the Company, including a search of Uniform Commercial Code financing statementsCompany and the Guarantor, which search searches shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder;.
(8) 15) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.11 5.13 hereof, all in form and substance satisfactory to the Lender;.
(916) Copies of the Company's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the Lender, showing compliance by the Company as of the date of this Agreement with the related provisions of Section 6.8 hereof and showing Lender as an additional loss payee on such policies;hereof.
(1017) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender;.
(1118) Receipt by the Lender of any fees due on the date hereof, including, but not limited to, Commitment Fees and document production fees.
(19) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Account Bank and receipt of a fully executed Funding Bank Agreement.
(b) All directors, officers and shareholders of the Company, all Affiliates of the Company or of any Subsidiary of the Company, and the Guarantor, to whom or to any of whom the Company shall be indebted as of the date of this Agreement, which indebtedness has been established with a term of more than one (1) year or is in excess of $100,000 shall have subordinated such indebtedness to the LenderObligations, by executing a Subordination of Debt Agreement, in the form of EXHIBIT F hereto; and the Lender shall have received an executed copy of any such Subordination of Debt Agreement, certified by the corporate secretary of the Company to be true and complete and in full force and effect as of the date of the Advance.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Finet Com Inc)
Initial Advance. The Lender’s obligation of the Lender to make the initial --------------- Warehousing Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, of the following conditions precedent:
(a) The Lender shall have received must receive the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion:
(1) The Loan Documents dated as of the date hereof Warehousing Note and this Agreement duly executed by the Company;Borrower.
(2) Certified copies of the Company's First NLC LLC’s articles of incorporation and bylaws organization, together with all amendments, as certified by the Secretary of State of Florida, First NLC LLC’s operating agreement, together with all amendments, certified by the corporate secretary or assistant secretary of First NLC LLC, or a certificate of First NLC LLC stating that there has been no change in either First NLC LLC’s articles of organization or operating agreement since those delivered in connection with the Existing Agreement, and certificates of good standing dated no less recently than ninety (90) within 60 days prior to of the date of this Agreement and Agreement, together with a certification from the taxing Franchise Tax Board or other state tax authority of the state of incorporation stating that the Company First NLC LLC is in good standing with said taxing the Franchise Tax Board or such state tax authority;, if applicable.
(3) An original A resolution of the board of directors managers of the Company, certified as of the date of this Agreement by its corporate secretary, First NLC LLC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by the Company pursuant to First NLC LLC under this Agreement;.
(4) A certificate (in the form of Exhibit "J") of the Company's ----------- corporate secretary as to the incumbency and authenticity of the signatures of the officers of First NLC LLC executing this Agreement and the other Loan Documents.
(5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by First NLC LLC in the conduct of its business.
(6) NLC, Inc.’s charter, together with all amendments, as certified by the Secretary of State of Tennessee, NLC, Inc.’s bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of NLC, Inc., or a certificate of NLC, Inc. stating that there has been no change in either NLC, Inc.’s charter or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that NLC, Inc. is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(7) A resolution of the board of directors of the Company NLC, Inc. authorizing the execution, delivery and performance of this Agreement and the other Loan Documents Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by NLC, Inc. under this Agreement.
(8) A certificate as to the incumbency and authenticity of the signatures of the officers of the Company NLC, Inc. executing this Agreement and the other Loan Documents Documents.
(9) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by NLC, Inc. in the conduct of its business.
(10) First NLC, Inc.’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Minnesota, First NLC, Inc.’s bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of First NLC, Inc., and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that First NLC, Inc. is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(11) A resolution of the board of directors of First NLC, Inc. authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered pursuant hereto by First NLC, Inc. under this Agreement.
(the Lender being entitled to rely thereon until a new such 12) A certificate has been furnished as to the Lender);incumbency and authenticity of the signatures of the officers of First NLC, Inc. executing this Agreement and the other Loan Documents.
(513) Financial statements Assumed Name Certificates dated within 30 days of the Company (and its Subsidiariesdate of this Agreement for any assumed name used by First NLC, on a consolidated basis) containing a balance sheet as of December 31, 1998 (the "Statement Date") and related statements of income, changes in stockholders, equity and cash flows for the period ended on the Statement Date and a balance sheet as of April 30, 1999 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and Inc. in the case conduct of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Lender;its business.
(714) A taxUniform Commercial Code, tax lien and judgment search searches of the appropriate public records for the Company, including a search of Uniform Commercial Code financing statements, which search shall Borrower that do not have disclosed disclose the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder;under this Agreement.
(8) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.11 hereof, all in form and substance satisfactory to the Lender;
(915) Copies of the Company's Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy policy, and blanket bond coverage policy, all or certificates in form and content satisfactory to the Lenderlieu of policies, showing compliance by the Company Borrower as of the date of this Agreement with the related provisions of Section 6.8 hereof and showing Lender as an additional loss payee on such policies;7.9.
(1016) Executed financing statements Receipt by Lender of any fees due on the date of this Agreement.
(b) If, as of the date of this Agreement, Borrower has any indebtedness for borrowed money to any of its managers, members or Affiliates of any manager or member or any director, officer or shareholder of any manager or Affiliate of any manager or member, which indebtedness has a term of more than 1 year or is in recordable excess of $25,000, the Person to whom Borrower is indebted must have executed a Subordination of Debt Agreement, on the form covering the Collateral prescribed by Lender; and ready for filing in all jurisdictions required Lender must have received an executed copy of that Subordination of Debt Agreement, certified by the Lender;
(11) Evidence that manager of First NLC LLC or the Funding Account has been established with corporate secretary of NLC, Inc. or the Lendercorporate secretary of First NLC, Inc. to be true and complete and in full force and effect as of the date of the Warehousing Advance.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (First NLC Financial Services Inc)
Initial Advance. The obligation of the Lender to make the initial --------------- Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, of the following conditions precedent:
(a) The Lender shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion:
(1) The Loan Documents dated as of the date hereof duly executed by the Company;
(2) Certified copies of the each Company's articles of incorporation formation and bylaws membership agreement and certificates of good standing dated no less recently than ninety (90) days prior to the date of this Agreement and a certification from the taxing authority of the state of incorporation formation stating that the Company is in good standing with said taxing authority;
(3) An original resolution of the board members of directors of the each Company, certified as of the date of this Agreement by its corporate secretarythe Company's managing member, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by the Company pursuant to this Agreement;
(4) A certificate (in the form of Exhibit "J") of the each Company's ----------- corporate secretary managing member as to the resolution of the board members of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender);Company
(5) Consolidated Financial statements of the Company (and its their Subsidiaries, on a consolidated basis) containing a an audited balance sheet as of December 31November 15, 1998 1999 (the "Statement Date") and related statements of income, changes in stockholders, partners' equity and cash flows for the period ended on the Statement Date and a balance sheet as of April 30, 1999 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Lender;
(6) A favorable written opinion of outside counsel to the Company, dated as of the date of this Agreement, to be in substantially the form of Exhibit M hereto, and addressed to the Lender;
(7) A tax, lien and judgment search of the appropriate public records for the each Company, including a search of Uniform Commercial Code financing statements, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder;
(8) Copies of the certificates, documents or other written instruments which evidence the each Company's eligibility described in Section 5.11 hereof, all in form and substance satisfactory to the Lender;
(9) Copies of the Company's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, all in form and content satisfactory to the Lender, showing compliance by the Company as of the date of this Agreement with the related provisions of Section 6.8 hereof and showing Lender as an additional loss payee on such policies;
(10) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender;
(11) Evidence that the Funding Account has been established with the Lender.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (First NLC Financial Services Inc)
Initial Advance. The obligation of the Lender Credit Agent to make the initial --------------- Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereofCredit Agent, of the following conditions precedent:
(a) The Lender shall have received Credit Agent must receive the following, all of which must be satisfactory in form and content to the LenderCredit Agent, in its sole discretion:
(1) The Loan Documents dated as of the date hereof Notes and this Agreement, duly executed by the Company;Borrower.
(2) Certified copies The Lennar Undertaking, on the form prescribed by Lender, duly executed by Lennar.
(3) All certificates and instruments representing or evidencing the Pledged Shares, together with stock powers or other instruments of the Companyassignment, duly completed in blank
(4) UAMC's articles of incorporation and bylaws incorporation, together with all amendments, as certified by the Secretary of State of Florida; UAMC's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of UAMC; and certificates of good standing dated no less recently than ninety (90) within 60 days prior to of the date of this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authority;Agreement.
(35) An original A resolution of the board of directors of the Company, certified as of the date of this Agreement by its corporate secretary, UAMC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by the Company pursuant to UAMC under this Agreement;.
(46) A certificate (in the form of Exhibit "J") of the Company's ----------- corporate secretary as to the incumbency and authenticity of the signatures of the officers of UAMC executing this Agreement and the other Loan Documents, and of the officers and employees of UAMC delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent).
(7) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by UAMC in the conduct of its business.
(8) EHMI's articles of incorporation, together with all amendments, as certified by the Secretary of State of Washington; EHMI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of EHMI; and certificates of good standing dated within 30 days of the date of this Agreement.
(9) A resolution of the board of directors of the Company EHMI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents Documents, each Advance Request and all other agreements, instruments or documents to be delivered by EHMI under this Agreement.
(10) A certificate as to the incumbency and authenticity of the signatures of the officers of the Company EHMI executing this Agreement and the other Loan Documents Documents, and of the officers and employees of EHMI delivering each Advance Request and all other agreements, instruments or documents to be delivered pursuant hereto under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent).
(11) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by EHMI in the conduct of its business.
(12) AFSI's articles of incorporation, together with all amendments, as certified by the Secretary of State of California; AFSI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of AFSI; and certificates of good standing dated within 30 days of the date of this Agreement.
(13) A resolution of the board of directors of AFSI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by AFSI under this Agreement.
(14) A certificate as to the incumbency and authenticity of the signatures of the officers of AFSI executing this Agreement and the other Loan Documents, and of the officers and employees of AFSI delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent).
(15) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by AFSI in the conduct of its business.
(16) UAMCC's articles of incorporation, together with all amendments, as certified by the Secretary of State of California; UAMCC's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of UAMCC; and certificates of good standing dated within 30 days of the date of this Agreement.
(17) A resolution of the board of directors of UAMCC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMCC under this Agreement.
(18) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMCC executing this Agreement and the other Loan Documents, and of the officers and employees of UAMCC delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent).
(19) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by UAMCC in the conduct of its business.
(20) UAMC Asset's articles of incorporation, together with all amendments, as certified by the Secretary of State of Nevada; UAMC Asset's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of UAMC Asset; and certificates of good standing dated within 30 days of the date of this Agreement.
(21) A resolution of the board of directors of UAMC Asset authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMC Asset under this Agreement.
(22) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMC Asset executing this Agreement and the other Loan Documents, and of the officers and employees of UAMC Asset delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent).
(23) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by UAMC Asset in the conduct of its business.
(24) Lennar's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Florida, bylaws certified by the corporate secretary of Lennar and certificates of good standing dated within 30 days of the date of this Agreement.
(25) A resolution of the board of directors of Lennar, certified as of the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of Lennar Undertaking, and all other agreements, instruments or documents to be delivered by Lennar under this Agreement.
(26) A certificate as to the incumbency and authenticity of the signatures of the officers of Lennar executing Lennar Undertaking and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely thereon on that certificate until a new such incumbency certificate has been furnished to the Lender);.
(527) Financial statements of the Company (and its Subsidiaries, on a consolidated basis) Lennar containing a balance sheet as of December 31November 30, 1998 (the "Statement Date") 2000, and related statements of income, changes in stockholders, ' equity and cash flows for the period ended on the Statement Date and a balance sheet as of April 30, 1999 ("Interim Date") and related statement of income for the period ended on the Interim Datethat date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Lender;.
(728) A taxfavorable written opinion of counsel to each Borrower and Lennar, addressed to Lenders and dated as of the date of this Agreement, covering such matters as Credit Agent may reasonably request.
(29) Uniform Commercial Code, tax lien and judgment search searches of the appropriate public records for the Company, including a search of Uniform Commercial Code financing statements, which search shall each Borrower that do not have disclosed disclose the existence of any prior Lien on the Collateral other than in favor of the Lender Credit Agent or as permitted hereunder;under this Agreement.
(8) 30) Copies of the certificates, documents or other written instruments which that evidence the Companyeach Borrower's eligibility described in Section 5.11 hereof2.3, all in form and substance satisfactory to the Lender;Credit Agent.
(931) Copies of the Companyeach Borrower's errors and omissions insurance policy or mortgage impairment insurance policy policy, and blanket bond coverage policy, all or certificates in form and content satisfactory to the Lenderlieu of policies, showing compliance by the Company each Borrower as of the date of this Agreement with the related provisions of Section 6.8 hereof and showing Lender as an additional loss payee on such policies;8.9.
(1032) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender;Credit Agent.
(1133) Evidence Receipt by Credit Agent and Lenders of any fees due on the date of this Agreement.
(34) An agreement among each Borrower that is selling Loans to ▇▇▇▇▇▇ ▇▇▇, Lender and ▇▇▇▇▇▇ Mae, pursuant to which ▇▇▇▇▇▇ ▇▇▇ agrees to send all cash proceeds of Mortgage Loans sold by such Borrower to ▇▇▇▇▇▇ Mae to the Cash Collateral Account.
(35) An executed Funding Account Bank Agreement.
(36) An executed Electronic Tracking Agreement among Borrowers, Credit Agent and Mortgage Electronic Registration Systems, Inc. ("MERS"), and MERCORP, Inc., pursuant to which Credit Agent will have the authority to, among other things, withdraw Mortgages from the MERS system, if either the Mortgage Loan has been established with registered on the LenderMERS system naming Borrower as servicer or subservicer, or the Mortgage Loan has not yet been registered on the MERS system.
(b) If any Borrower is indebted to any of its directors, officers, shareholders or Affiliates, as of the date of this Agreement, which indebtedness is in excess of $35,000,000, the Person to whom that Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Credit Agent; and Credit Agent must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary of the respective Borrower to be true and complete and in full force and effect as of the date of the Advance.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Lennar Corp /New/)
Initial Advance. The obligation of the Lender to make the initial --------------- Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, thereof of the following conditions precedent:
(a) The Lender shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion:
(1) The Loan Documents dated as of the date hereof Notes and this Agreement duly executed by the Company;.
(2) Certified copies of the The Company's articles of incorporation as certified by the Secretary of State of the Company's incorporation, bylaws certified by the corporate secretary of the Company, or a Certificate of the Company stating that there has been no change in either the articles of incorporation or bylaws since those delivered in connection with that certain Warehousing Credit and bylaws Security Agreement dated April 15, 1992, and certificates of good standing dated no less recently than ninety (90) days prior to the date of this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authority;Agreement.
(3) An original resolution of the board of directors of the Company, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by the Company pursuant to this Agreement;.
(4) A certificate (in the form of Exhibit "J") of the Company's ----------- corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender);. 148
(5) Financial statements of the Company (and and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1998 (the "Statement Date") 1994, and related statements of income, changes in stockholders, ' equity and cash flows for the period ended on the Statement Date and a balance sheet as of April 30, 1999 ("Interim Date") and related statement of income for the period ended on the Interim Datesuch date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Lender;.
(6) Financial statements of the Company (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of June 30, 1995, related statements of income and changes in stockholders' equity for the period ended on such date prepared, except as disclosed on the financial statements, in accordance with GAAP applied on a basis consistent with the Company's most recent audited financial statements.
(7) A favorable written opinion of counsel to the Company, dated as of the date of this Agreement substantially in the form of Exhibit H attached hereto, addressed to the Lender.
(8) In the state of incorporation of the Company, a tax, lien and judgment search of the appropriate public records for the Company, including a search of Uniform Commercial Code financing statements, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder;.
(8) 9) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.11 hereof5.13 hereof or a certificate from the Company stating there has been no change in such eligibility since those delivered in connection with the Original Agreement, all in form and substance satisfactory to the Lender;.
(910) Copies of Certificate from the Company's Company stating its errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, all policy are in form and content satisfactory to the Lender, showing compliance by the Company as of the date of this Agreement with the related provisions of Section 6.8 hereof and showing Lender as an additional loss payee on such policies;hereof. 149
(1011) Executed amendments to the financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender;.
(1112) Receipt by the Lender of the Commitment Fee due on the date hereof, if any.
(13) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Account has been established with Bank and receipt of a fully executed Funding Bank Agreement.
(b) All directors, officers and shareholders of the LenderCompany, all Affiliates of the Company or of any Subsidiary of the Company, to whom or to any of whom the Company shall be indebted as of the date of this Agreement, shall have subordinated such indebtedness to the Obligations, by executing a Subordination of Debt Agreement, in the form of Exhibit F hereto; provided, however, that earned salaries and bonuses and expense reimbursements owed to officers of the Company shall be excluded from this requirement; and the Lender shall have received an executed copy of any such Subordination of Debt Agreement, certified by the corporate secretary of the Company to be true and complete and in full force and effect as of the date of the Advance. Unsecured indebtedness of the Company to its Affiliates for warehousing purposes and unclaimed bondholder funds held and administered by the Company for its Subsidiaries are not required to be subordinated under the terms of this Section.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (U S Home Corp /De/)
Initial Advance. The Lender’s obligation of the Lender to make the initial --------------- Warehousing Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, of the following conditions precedent:
(a) The Lender shall have received must receive the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion:
(1) The Loan Documents dated as of the date hereof Warehousing Note and this Agreement duly executed by the Company;Borrower.
(2) Certified copies of the Company's MMA’s articles of incorporation and bylaws organization, together with all amendments, as certified by the Secretary of State of Delaware, MMA’s operating agreement, together with all amendments, certified by the manager of MMA, and certificates of good standing dated no less recently than ninety (90) within 30 days prior to of the date of this Agreement and Agreement, together with a certification from the taxing Franchise Tax Board or other state tax authority of the state of incorporation stating that the Company MMA is in good standing with said taxing the Franchise Tax Board or such state tax authority;, if applicable.
(3) An original resolution A resolution, consent or approval of all of the board members of directors of the Company, certified as of the date of this Agreement by its corporate secretary, MMA authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by the Company pursuant to MMA under this Agreement;.
(4) A certificate (in the form of Exhibit "J") of the Company's ----------- corporate secretary as to the resolution incumbency and authenticity of the board of directors signatures of the Company managers of MMA executing this Agreement and the other Loan Documents, and of the managers and employees of MMA delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(5) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA in the conduct of its business.
(6) MTEI’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MTEI’s operating agreement, together with all amendments, certified by the manager of MTEI, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MTEI is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(7) A resolution, consent or approval of all of the members of MTEI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MTEI under this Agreement.
(8) A certificate as to the incumbency and authenticity of the signatures of the managers of MTEI executing this Agreement and the other Loan Documents, and of the managers and employees of MTEI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be Dated: 5/23/2003 Amended: 6/11/2004 delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(9) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MTEI in the conduct of its business.
(10) Midland Mortgage’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida, Midland Mortgage’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of Midland Mortgage, or a certificate of Midland Mortgage stating that that has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Midland Mortgage is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(11) A resolution of the board of directors of Midland Mortgage authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Midland Mortgage under this Agreement.
(12) A certificate as to the incumbency and authenticity of the signatures of the officers of the Company Midland Mortgage executing this Agreement and the other Loan Documents Documents, and of the officers and employees of Midland Mortgage delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered pursuant hereto under this Agreement (the Lender being entitled to rely thereon on that certificate until a new such incumbency certificate has been furnished to the Lender);.
(513) Financial statements Assumed Name Certificates dated within 90 days of the Company (and its Subsidiaries, on a consolidated basis) containing a balance sheet as date of December 31, 1998 (the "Statement Date") and related statements of income, changes in stockholders, equity and cash flows this Agreement for the period ended on the Statement Date and a balance sheet as of April 30, 1999 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and any assumed name used by Midland Mortgage in the case conduct of its business.
(14) MMA Construction’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MMA Construction’s operating agreement, together with all amendments, certified by the manager of MMA Construction, and certificates of good standing dated within 30 days of the statements date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Construction is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(15) A resolution, consent or approval of all of the members of MMA Construction authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Construction under this Agreement.
(16) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Construction executing this Agreement and the other Loan Documents, and of the managers and employees of MMA Construction delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). Dated: 5/23/2003 Amended: 6/11/2004
(17) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Construction in the conduct of its business.
(18) MMA Capital’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Michigan, MMA Capital’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of MMA Capital, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Capital is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(19) A resolution of the board of directors of MMA Capital authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Capital under this Agreement.
(20) A certificate as to the incumbency and authenticity of the signatures of the officers of MMA Capital executing this Agreement and the other Loan Documents, and of the officers and employees of MMA Capital delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(21) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Capital in the conduct of its business.
(22) A favorable written opinion of counsel to Borrower, addressed to Lender and dated as of the Statement Datedate of this Agreement, audited by independent certified public accountants of recognized standing acceptable to the Lender;covering such matters as Lender may reasonably request.
(723) A taxUniform Commercial Code, tax lien and judgment search searches of the appropriate public records for the Company, including a search of Uniform Commercial Code financing statements, which search shall Borrower that do not have disclosed disclose the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder;under this Agreement.
(8) 24) Copies of the certificates, documents or other written instruments which that evidence the Company's Borrower’s eligibility described in Section 5.11 hereof9.1, all in form and substance satisfactory to the Lender;.
(925) Copies of the Company's Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy policy, and blanket bond coverage policy, all or certificates in form and content satisfactory to the Lenderlieu of policies, showing compliance by the Company Borrower as of the date of this Agreement with the related provisions of Section 6.8 hereof and showing Lender as an additional loss payee on such policies;7.9.
(1026) Executed financing statements in recordable form covering A fully-executed Funding Bank Agreement and evidence that all accounts into which Warehousing Advances will be funded have been established at the Collateral and ready for filing in all jurisdictions required by the Lender;Funding Bank.
(1127) Evidence that Receipt by Lender of any fees due on the Funding Account has been established with the Lenderdate of this Agreement.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Municipal Mortgage & Equity LLC)
Initial Advance. The obligation of the Lender to make the initial --------------- Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, thereof of the following conditions precedent:
(a) The Lender shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion:
(1) The Loan Documents dated as of the date hereof This Agreement duly executed by the Company;.
(2) Certified copies of the The Company's articles of incorporation and as certified by the Secretary of State of the Company's incorporation, bylaws certified by the corporate secretary of the Company, and certificates of good standing dated no less recently than ninety (90) days prior to the date of this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authority;Agreement.
(3) An original A resolution of the board of directors of the Company, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by the Company pursuant to this Agreement;.
(4) A certificate (in the form of Exhibit "J") of the Company's ----------- corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and the other Loan Documents and each Note delivered in connection with an Advance Request, each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender);.
(5) Financial statements of the Company Parent (and and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1998 (the "Statement Date") 1994 and related statements of income, changes in stockholders, ' equity and cash flows for the period ended on the Statement Date and a balance sheet as of April 30, 1999 ("Interim Date") and related statement of income for the period ended on the Interim Datesuch date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Lender;.
(6) Financial statements of the Company (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of April 30, 1994, related statements of income and changes in stockholders' equity for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with the Company's most recent audited financial statements.
(7) A tax, lien and judgment search of the appropriate public records for the Company, including a search of Uniform Commercial Code financing statements, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder;.
(8) A favorable written opinion of the general counsel to the Company, dated as of the date of this Agreement substantially in the form of Exhibit H attached hereto, addressed to the Lender.
(9) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.11 5.13 hereof, all in form and substance satisfactory to the Lender;.
(910) Copies of the Company's errors and omissions insurance policy or mortgage impairment insurance policy policy, and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the Lender, showing compliance by the Company as of the date of this Agreement with the related provisions of Section 6.8 hereof and showing Lender as an additional loss payee on such policies;6.7 hereof.
(1011) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender;.
(1112) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Account has been established with Bank and receipt of a fully executed Funding Bank Agreement.
(b) All directors, officers and shareholders of the LenderCompany, all Affiliates of the Company or of any Subsidiary of the Company, to whom or to any of whom the Company shall be indebted as of the date of this Agreement, shall have subordinated such indebtedness to the Obligations, by executing a Subordination of Debt Agreement, in the form of Exhibit F hereto; and the Lender shall have received an executed copy of any such Subordination of Debt Agreement, certified by the corporate secretary of the Company to be true and complete and in full force and effect as of the date of the Advance.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Amresco Inc)
Initial Advance. The obligation obligations of the Lender Lenders to make fund their respective Funding Shares of the initial --------------- Advance under this Agreement is are subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, Company's fulfillment of the following conditions precedent:
(a) The Lender the IPO shall have been completed on the terms and conditions set forth in the preliminary offering memorandum furnished to the Agent and yielding net proceeds to the Company of at least One Hundred Million Dollars ($100,000,0000);
(b) the Agent shall have received (or be satisfied that it will receive by such deadline as the Agent shall specify) the following, all of which must be satisfactory in form and content to the Lender, Agent in its sole discretion:
(1) The Loan Documents dated as of this Agreement duly executed by all parties;
(2) the date hereof Senior Credit Notes, each duly executed by the Company;
(23) Certified UCC financing statements for the Collateral covered by this Agreement, each duly authorized by the Company;
(4) current UCC search reports of a UCC filings search in the office of the Secretary of State of the State of Maryland;
(5) the Custody Agreement duly executed by the Company and JPMorgan as Custodian;
(6) copies of the Company's articles (i) certificate of incorporation certified by the Secretary of State of the State of Maryland and (ii) bylaws and certificates of good standing dated no less recently than ninety (90) days prior to the date of this Agreement and a certification from the taxing authority all amendments certified by such its corporate secretary or assistant secretary, as well as any other information required by Section 326 of the state USA Patriot Act or necessary for the Agent or any Lender to verify the identity of incorporation stating that the Company is as required by Section 326 of the USA Patriot Act in good standing accordance with said taxing authoritythe requirements summarized in the notice given in SECTION 15.6;
(37) An If the Company has already begun registering Pledged Loans with MERS, the Company shall have delivered to the Agent the Electronic Tracking Agreement (as defined in the Custody Agreement) duly executed by the Company, Mortgage Electronic Registration Systems, Inc., MERSCorp., Inc. and the Custodian.
(8) certificate of existence or authority and good standing for the Company issued by the Secretary of State of Maryland;
(9) original resolution of the board of directors resolutions of the Company's board of directors, certified as of the date of this Agreement the initial Advance by its the Company's corporate secretary, authorizing the execution, delivery and performance by the Company of this Agreement, the Senior Credit Notes, the Custody Agreement and the other Loan Documents, and all other instruments or documents Facilities Papers to be delivered by the Company pursuant to this Agreement;
(410) A a certificate (in the form of Exhibit "J") of the Company's ----------- corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and (i) the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and Agreement, the other Loan Documents and Senior Credit Notes, the Custody Agreement, each Advance applicable Request for Borrowing and all other instruments Facilities Papers executed or documents to be delivered pursuant hereto executed by or on behalf of the Company and (ii) the authenticity of their signatures -- and specimens of their signatures shall be included in such certificate or set forth on an exhibit attached to it -- (the Lender being Agent and the Lenders shall be entitled to rely thereon on that certificate until the Company has furnished a new certificate to the Agent, and certifying that attached to such certificate has been furnished are true and correct copies of all amendments to the Lender);
(5) Financial statements of the Company (and its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1998 (the "Statement Date") and related statements of income, changes in stockholders, equity and cash flows for the period ended on the Statement Date and a balance sheet as of April 30, 1999 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Lender;
(7) A tax, lien and judgment search of the appropriate public records for the Company, including a search of Uniform Commercial Code financing statements, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder;
(8) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.11 hereof, all in form certificate of incorporation and substance satisfactory to the Lenderbylaws since their inception);
(9) Copies of the Company's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, all in form and content satisfactory to the Lender, showing compliance by the Company as of the date of this Agreement with the related provisions of Section 6.8 hereof and showing Lender as an additional loss payee on such policies;
(10) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender;
(11) Evidence that the Funding Account has been established with the Lender.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Sunset Financial Resources Inc)
Initial Advance. The obligation of the Lender Banks to make the initial --------------- Advance under this Agreement is subject to the satisfaction, in the sole discretion of the LenderBanks, on or before the date thereof, thereof of the following conditions precedent:
(a) The Lender Banks shall have received counterparts of the following, all of which must be satisfactory in form and content to the LenderAgent, in its sole discretion:
(1) The Loan Documents dated as of the date hereof Notes duly executed by the Company;
(2) The Guarantees, in the form attached hereto as Exhibit B, duly executed by the Guarantors;
(3) Certified copies of the Company's articles of incorporation and bylaws bylaws, and certificates of good standing dated no less recently than ninety three (903) days months prior to the date of this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authorityinitial Advance;
(34) A written opinion of counsel to the Company and the Guarantors (or of separate counsel at the option of the Company and the Guarantors) in form and content satisfactory to the Banks, dated as of, or prior to, the date of the initial Advance, addressed to the Banks and the Agent, substantially in the form attached hereto as Exhibit I.
(5) An original resolution of the board of directors of the Companyeach of PMC and RF Properties, certified as of the date of this Agreement the initial Advance by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan DocumentsNotes, and all other instruments or documents to be delivered by the Company pursuant to this Agreement;
(46) A certificate (in the form of Exhibit "J") of the Company's ----------- corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and the other Loan Documents Notes and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender Agent being entitled to rely thereon until a new such certificate has been furnished to the LenderBanks);
(57) Financial Original independently audited financial statements of the Company (and its their Subsidiaries, on a consolidated basis) for the most recent fiscal year end containing a balance sheet as and related statements of December 31, 1998 income and retained earnings (the "Statement Date") and related statements of income, changes in stockholders, equity and cash flows financial position for the period ended on the Statement Date and a balance sheet as of April 30, 1999 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Lender;
(7) A tax, lien and judgment search of the appropriate public records for the Company, including a search of Uniform Commercial Code financing statements, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunderBanks;
(8) Financial statements of the Guarantors, signed by them, dated no less recently than three (3) months prior to the date of the initial Advance;
(9) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.11 5.13 hereof, all in form and substance satisfactory to the LenderAgent;
(910) Copies of the Company's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the LenderAgent, showing compliance by the Company as of the date of this Agreement the initial Advance with the related provisions of Section 6.8 hereof and showing Lender as an additional loss payee on such policies;
(10) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lenderhereof;
(11) Evidence With respect to each Advance, a copy of irrevocable instructions to the Investor stating that payment for the Funding Account has been established with Mortgage Loan will be remitted to the LenderBanks in the form of Exhibit J;
(12) A power of attorney in the form of Exhibit K; and
(13) A Master Bailee Agreement for Foreclosure Loans in the form of Exhibit L.
(b) At the sole discretion of the Banks, the Banks may require any director, officer or shareholder of the Company, all Affiliates of the Company or of any Subsidiary of the Company, and each of the Guarantors, to whom or to any of whom the Company shall be indebted as of the date of this Agreement, to execute a Subordination of Debt Agreement, in the form of Exhibit F hereto; and the Banks shall have received an executed copy of said Subordination of Debt Agreement, certified by the corporate secretary of the Company to be true and complete and in full force and effect as of the date of the Advance.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (PMCC Financial Corp)
Initial Advance. The obligation of the Lender to make the initial --------------- Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, thereof of the following conditions precedent:
(a) The Lender shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion::()
(1) The Loan Documents dated as of the date hereof Notes and this Agreement duly executed by the Company;.
(2) Certified copies of the The Company's articles of incorporation and as certified by the Secretary of State of Colorado, bylaws certified by the corporate secretary of the Company, or a Certificate of the Company stating that there has been no change in either the articles of incorporation or bylaws since those delivered in connection with the RFC Conduit Credit Agreement and certificates of good standing dated no less recently than ninety (90) days prior to the date of this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authority;Agreement.
(3) An original A resolution of the board of directors of the Company, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by the Company pursuant to this Agreement;.
(4) A certificate (in the form of Exhibit "J") of the Company's ----------- corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender);.
(5) Financial statements of the Company (and and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1998 (the "Statement Date") 1994, and related statements of income, changes in stockholders, ' equity and cash flows for the period ended on the Statement Date and a balance sheet as of April 30, 1999 ("Interim Date") and related statement of income for the period ended on the Interim Datesuch date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Lender;.
(6) Financial statements of the Company (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of October 31, 1995, related statements of income and changes in stockholders' equity for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with the Company's most recent audited financial statements.
(7) A taxfavorable written opinion of counsel to the Company, dated as of the date of this Agreement substantially in the form of Exhibit ------- H attached hereto, addressed to the Lender. -
(8) A Uniform Commercial Code, tax lien and judgment search of the appropriate public records for the Company, including a search of Uniform Commercial Code financing statements, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder;.
(8) 9) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.11 5.13 hereof, all in form and substance satisfactory to the Lender;.
(910) Copies of the Company's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the Lender, showing compliance by the Company as of the date of this Agreement with the related provisions of Section 6.8 hereof and showing Lender as an additional loss payee on such policies;hereof.
(1011) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender;.
(1112) Receipt by the Lender of any fees due on the date hereof, including, but not limited to, Commitment Fees and document production fees.
(13) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Account has been established with Bank and receipt of a fully executed Funding Bank Agreement.
(14) A copy of an Acknowledgment Agreement from FNMA in form and substance satisfactory to the Lender, acknowledging the validity of the Lender's security interest in the Servicing Contracts included in the Servicing Collateral, duly executed by the Company and FNMA.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (National Mortgage Corp)
Initial Advance. The obligation of the Lender to make the --------------- initial --------------- Advance under this Agreement hereunder is subject to the satisfaction, as determined by the Lender in the its sole discretion of the Lender, on or before the date thereofdiscretion, of the following conditions precedent:
(a) The Lender shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion:
(1) The Loan Documents dated as of the date hereof Note duly executed by the Company;
(2) A guaranty from each of the Guarantors (collectively, the "Guaranty");
(3) Certified copies of the Company's articles of incorporation and bylaws and certificates a certificate of good standing dated no less recently than ninety one (901) days month prior to the date of this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authorityhereof;
(34) A written opinion of counsel to the Company and each of the Guarantors, in form and content satisfactory to the Lender in its sole discretion, dated as of the date hereof;
(5) An original resolution of the board of directors of the Company, certified as of the date of this Agreement hereof by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan DocumentsNote, and all other instruments or documents to be delivered by the Company pursuant to this Agreement;
(46) A certificate (in the form of Exhibit "J") of the Company's ----------- corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and the other Loan Documents Note and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender);
(57) Financial Original independently audited financial statements of the Company (and its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1998 for the most recent fiscal year end (the "Statement Date") ), containing a balance sheet and related statements of income, income and retained earnings and changes in stockholders, equity and cash flows financial position for the period ended on the Statement Date and a balance sheet as of April 30, 1999 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP GAAP, applied on a basis consistent with prior periods periods, and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing otherwise acceptable to the Lender;
(7) A tax, lien and judgment search 8) Financial statements of each of the appropriate public records for Guarantors, signed by them, dated no less recently than three (3) months prior to the Company, including a search of Uniform Commercial Code financing statements, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor date of the Lender or as permitted hereunderinitial Advance;
(8) 9) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.11 5.13 hereof, ------------ all in form and substance satisfactory to the Lender;
(910) Copies of the CompanyPurchase Commitments with Investors which have sufficient availability, in Lender's errors sole discretion, together with and omissions insurance policy certificates, documents or mortgage impairment insurance policy and blanket bond coverage policy, all in form and content satisfactory to the Lender, showing compliance by the Company as of the date of this Agreement with the other written instruments related provisions of Section 6.8 hereof and showing Lender as an additional loss payee on such policiesthereto;
(10) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender;
(11) Evidence that the Funding Account has been established with the Lender.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Preferred Credit Corp)
Initial Advance. The obligation of the Lender to make the initial --------------- Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, thereof of the following conditions precedent:
(a) The Lender shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion:
(1) The Loan Documents dated as of the date hereof Note and this Agreement duly executed by the Company;Borrowers.
(2) Certified copies of the CompanyNFI's articles or certificate of incorporation and as certified by the Secretary of State of NFI's incorporation, bylaws certified by the corporate secretary of NFI, and certificates of good standing dated no less recently than ninety (90) 90 days prior to the date of this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authority;Agreement.
(3) An original A resolution of the board of directors of the CompanyNFI, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by the Company NFI pursuant to this Agreement;.
(4) A certificate (in the form of Exhibit "J") of the CompanyNFI's ----------- corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of the Company NFI executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender);.
(5) Financial statements of the Company NFI (and and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1998 (the "Statement Date") 1998, and related statements of income, income and changes in stockholders, ' equity and cash flows for the period fiscal year ended on the Statement Date and a balance sheet as of April 30, 1999 ("Interim Date") and related statement of income for the period ended on the Interim Datesuch date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Lender;, together with an unqualified auditor's opinion regarding the financial statements.
(6) Financial statements of NFI (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of October 31, 1999, related statements of income and changes in stockholders' equity for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with NFI's most recent audited financial statements.
(7) NMI's articles or certificate of incorporation as certified by the Secretary of State of NMI's incorporation, bylaws certified by the corporate secretary of NMI, and certificates of good standing dated no less recently than 90 days prior to the date of this Agreement.
(8) A taxresolution of the board of directors of NMI, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by NMI pursuant to this Agreement.
(9) A certificate of NMI's corporate secretary as to the incumbency and authenticity of the signatures of the officers of NMI executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender).
(10) Financial statements of NMI (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1998, and related statements of income, changes in stockholders' equity and cash flows for the fiscal year ended on such date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of recognized standing acceptable to the Lender, together with an unqualified auditor's opinion regarding the financial statements.
(11) Financial statements of NMI (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of October 31, 1999, related statements of income and changes in stockholders' equity other than income or loss for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with NMI's most recent audited financial statements.
(12) NCI's articles or certificate of incorporation as certified by the Secretary of State of NCI's incorporation, bylaws certified by the corporate secretary of NCI, and certificates of good standing dated no less recently than 90 days prior to the date of this Agreement.
(13) A resolution of the board of directors of NCI, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by NCI pursuant to this Agreement.
(14) A certificate of NCI's corporate secretary as to the incumbency and authenticity of the signatures of the officers of NCI executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender).
(15) Financial statements of NCI (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1998, and related statements of income and changes in stockholders' equity other than income or loss for the fiscal year ended on such date, all prepared in accordance with GAAP applied on a basis consistent with prior periods.
(16) Financial statements of NCI (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of October 31, 1999, related statements of income and changes in stockholders' equity other than income or loss for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with NCI's most recent audited financial statements.
(17) The Guaranty, in the form attached hereto as Exhibit B, --------- duly executed by the Guarantor.
(18) Copies of the Guarantor's articles or certificate of incorporation as certified by the Secretary of State of the State of Guarantor's incorporation and bylaws, and certificates of good standing issued by the Secretary of State dated no less recently than 90 days prior to the date of this Agreement.
(19) A resolution of the board of directors of the Guarantor, certified as of the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of the Guaranty, and all other instruments or documents to be delivered by the Guarantor pursuant to this Agreement.
(20) A certificate of the Guarantor's corporate secretary as to the incumbency and authenticity of the signatures of the officers of the Guarantor executing the Guaranty and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender).
(21) Financial statements of the Guarantor containing a balance sheet as of December 31, 1998, and related statements of income, changes in stockholders' equity and cash flows for the period ended on the above date, all prepared in accordance with GAAP applied on a basis consistent with prior periods.
(22) A favorable written opinion of counsel to the Borrowers and the Guarantor (or of separate counsel at the option of the Borrowers and the Guarantor), dated as of the date of this Agreement substantially in the form of Exhibit H attached hereto, --------- addressed to the Lender.
(23) Uniform Commercial Code, tax lien and judgment search searches of the appropriate public records for Borrowers and the Company, including a search of Uniform Commercial Code financing statementsGuarantor, which search searches shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder;.
(8) 24) Copies of the certificates, documents or other written instruments which evidence the Company's Borrowers' eligibility described in Section 5.11 0 hereof, all in form and substance satisfactory to the Lender;.
(925) Copies of the Company's Borrowers' errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the Lender, showing compliance by the Company Borrowers as of the date of this Agreement with the related provisions of Section 6.8 hereof and showing Lender as an additional loss payee on such policies;0 hereof.
(1026) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender;.
(1127) Receipt by the Lender of any fees due on the date hereof, including, but not limited to, Commitment Fees and document production fees.
(28) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Account Bank and receipt of a fully executed Funding Bank Agreement.
(29) Assumed Name Certificate dated no less recently than 90 days prior to the date of this Agreement for any assumed name used by the Borrowers in the conduct of its business.
(30) Before any Advance is requested for ▇▇▇▇▇▇ Mae- committed Mortgage Loans, an agreement among NMI, the Lender and ▇▇▇▇▇▇ ▇▇▇, pursuant to which ▇▇▇▇▇▇ Mae agrees to send all cash proceeds of Mortgage Loans sold by NMI to ▇▇▇▇▇▇ ▇▇▇ to the Cash Collateral Account.
(b) Except for indebtedness between or among the Borrowers, the Parent or their consolidated Subsidiaries or indebtedness to First Union Corporation or its consolidated Subsidiaries under existing lines of credit, all directors, officers and shareholders of the Borrowers, all Affiliates of the Borrowers or of any Subsidiary of the Borrowers, and the Guarantor, to whom or to any of whom the Borrowers shall be indebted as of the date of this Agreement, which indebtedness has been established with a term of more than 1 year or is in excess of $25,000 shall have subordinated such indebtedness to the LenderObligations, by executing a Subordination of Debt Agreement, in the form of Exhibit F hereto; and --------- the Lender shall have received an executed copy of any such Subordination of Debt Agreement, certified by the corporate secretary of the Borrowers to be true and complete and in full force and effect as of the date of the Advance.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Novastar Financial Inc)
Initial Advance. The obligation of the Lender to make the initial --------------- Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, thereof of the following conditions precedent:
(a) The Lender shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion:
(1) The Loan Documents dated as of the date hereof Notes and this Agreement duly executed by the Company;Borrowers.
(2) Certified copies of the Company's The Borrowers' articles of incorporation as certified by the Secretary of State of Delaware and a copy of the Borrowers' bylaws certified by the corporate secretary of the Borrowers, or a Certificate of the Borrowers stating that there has been no change in either the articles of incorporation or bylaws since those most recently delivered in connection with the Existing Warehousing Agreement or the Existing Term Agreement, and certificates of good standing dated no less recently than ninety (90) days prior to the date of this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authority;Agreement.
(3) An original resolution Resolutions of the board of directors of the CompanyBorrowers, certified as of the date of this Agreement by its their corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by the Company Borrowers pursuant to this Agreement;. Washington/Hunt▇▇▇:▇/▇3/96 41
(4) A certificate (in the form of Exhibit "J") of the Company's ----------- Borrowers' corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of the Company Borrowers executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender);.
(5) Financial statements of the Company (Washington and its Subsidiaries, on a consolidated basis) , containing a balance sheet as of December 31, 1998 (the "Statement Date") 1995, and related statements of income, changes in stockholders, ' equity and cash flows for the period ended on the Statement Date and a balance sheet as of April 30, 1999 ("Interim Date") and related statement of income for the period ended on the Interim Datesuch date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Lender;.
(6) Financial statements of Washington and its Subsidiaries, on a consolidated basis, containing a balance sheet as of March 31, 1996, related statements of income and changes in stockholders' equity for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with Washington's most recent audited financial statements.
(7) A taxfavorable written opinion of counsel to the Borrowers, dated as of the date of this Agreement substantially in the form of Exhibit H attached hereto, addressed to the Lender.
(8) Uniform Commercial Code, tax lien and judgment search searches of the appropriate public records in the States of California, Delaware, New Jersey and Virginia for the Company, including a search of Uniform Commercial Code financing statementsBorrowers, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder;.
(8) 9) An executed copy of the Berkshire Master Agreement.
(10) Executed copies of the Berkshire Master Notes.
(11) An executed copy of the FNMA Special Pool Purchase Contract related thereto. Washington/Hunt▇▇▇:▇/▇3/96 42
(12) An executed original of a bailee agreement with respect to the Berkshire Master Notes among Washington, the Lender and FNMA, in form and substance satisfaction to the Lender.
(13) Copies of the certificates, documents or other written instruments which evidence the Company's Borrowers' eligibility described in Section 5.11 5.13 hereof, all in form and substance satisfactory to the Lender;.
(914) Copies of the Company's Borrowers' errors and omissions insurance policy or mortgage impairment insurance policy policy, and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the Lender, showing compliance by the Company Borrowers as of the date of this Agreement with the related provisions of Section 6.8 hereof and showing Lender as an additional loss payee on such policies;hereof.
(1015) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender;.
(1116) Receipt by the Lender of any fees due on the date hereof, including, but not limited to, Commitment Fees and document production fees.
(17) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Account Bank and receipt of a fully executed Funding Bank Agreement.
(b) All directors, officers and shareholders of the Borrowers, all Affiliates of the Borrowers or of any Subsidiary of the Borrowers, to whom or to any of whom the Borrowers shall be indebted as of the date of this Agreement, which indebtedness has been established with a term of more than one (1) year or is in excess of Five Hundred Thousand Dollars ($500,000) shall have subordinated such indebtedness to the LenderObligations, by executing a Subordination of Debt Agreement, in the form of Exhibit F hereto; and the Lender shall have received an executed copy of any such Subordination of Debt Agreement, certified by the corporate secretary of the Borrowers to be true and complete and in full force and effect as of the date of the Advance.
Appears in 1 contract
Initial Advance. The obligation of the Lender Bank to make the --------------- initial --------------- Advance under this Agreement is subject to the satisfaction, in the sole discretion of the LenderBank, on or before the date thereof, thereof of the following conditions precedent:
(a) The Lender Bank shall have received the following, all of which must be satisfactory in form and content to the LenderBank, in its sole discretion:
(1) The Loan Documents dated as of the date hereof Note duly executed by the Company;
(2) The Guaranty, in the form attached hereto as Exhibit B, duly executed --------- by each of the Guarantors;
(3) Certified copies of the Company's articles of incorporation and bylaws bylaws, and certificates of good standing dated no less recently than ninety three (903) days months prior to the date of this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authorityinitial Advance;
(34) A written opinion of counsel to the Company and each of the Guarantors (or of separate counsel at the option of the Company and the Guarantors) in form and content satisfactory to the Bank, dated as of, or prior to, the date of the initial Advance, addressed to the Bank, substantially in the form attached hereto as Exhibit I. ---------
(5) An original resolution of the board of directors of the Company, certified as of the date of this Agreement the initial Advance by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan DocumentsNote, and all other instruments or documents to be delivered by the Company pursuant to this Agreement;
(46) A certificate (in the form of Exhibit "J") of the Company's ----------- corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and the other Loan Documents Note and each Advance Request and all other instruments instrument or documents document to be delivered pursuant hereto (the Lender Bank being entitled to rely thereon until a new such certificate has been furnished to the LenderBank);
(57) Financial Original independently audited financial statements of the Company (and its Subsidiaries, on a consolidated basis) for the most recent fiscal year end containing a balance sheet as and related statements of December 31, 1998 income and retained earnings (the "Statement Date") and related statements of income, changes in stockholders, equity and cash flows financial position for the period ended entered on the Statement Date and a balance sheet as of April 30, 1999 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Lender;
(7) A tax, lien and judgment search of the appropriate public records for the Company, including a search of Uniform Commercial Code financing statements, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunderBank;
(8) Financial statements of each of the Guarantors, signed by them, dated no less recently than three (3) months prior to the date of the initial Advance;
(9) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.11 5.13 hereof, all in form and substance satisfactory to the LenderBank;
(910) Copies of the Company's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the LenderBank, showing compliance by the Company as of the date of this Agreement the initial Advance with the related provisions of Section 6.8 hereof and showing Lender as an additional loss payee on such policies;hereof; and
(10b) Executed financing statements At the sole discretion of the Bank, the Bank may require any director, officer or shareholder of the Company, all Affiliates of the Company or of any Subsidiary of the Company, and each of the Guarantors, to whom or to any of whom the Company shall be indebted as of the date of this Agreement, to execute a Subordination of Debt Agreement, in recordable the form covering of Exhibit F hereto; and --------- the Collateral and ready for filing in all jurisdictions required Bank shall have received an executed copy of said Subordination of Debt Agreement, certified by the Lender;
(11) Evidence that corporate secretary of the Funding Account has been established with Company to be true and complete and in full force and effect as of the Lenderdate of the Advance.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Preferred Credit Corp)
Initial Advance. The Lenders’ obligation of the Lender to make the initial --------------- Advance under this Agreement Warehousing Advances is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereofCredit Agent, of the following conditions precedent:
(a) The Lender shall have received Credit Agent must receive the following, all of which must be satisfactory in form and content to the LenderCredit Agent, in its sole discretion:
(1) The Loan Documents dated as of the date hereof Notes and this Agreement duly executed by the Company;Borrowers.
(2) Certified copies The Lennar Undertaking, on the form prescribed by Credit Agent, duly executed by Lennar.
(3) A certificate of the Company's UAMCLLC stating that there has been no change in either UAMCLLC ‘s articles of incorporation and bylaws and certificates organization or operating agreement since those delivered in connection with the Existing Agreement.
(4) Certificates of good standing dated no less recently than ninety (90) within 60 days prior to of the date of this Agreement and Agreement, together with a certification from the taxing Franchise Tax Board or other state tax authority of the state of incorporation stating that the Company UAMCLLC is in good standing with said taxing the Franchise Tax Board or such state tax authority;, if applicable.
(35) An original resolution A resolution, consent or approval of all of the board members of directors of the Company, certified as of the date of this Agreement by its corporate secretary, UAMCLLC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by the Company pursuant to UAMCLLC under this Agreement;.
(46) A certificate (in the form of Exhibit "J") of the Company's ----------- corporate secretary as to the incumbency and authenticity of the signatures of the managers of UAMCLLC executing this Agreement and the other Loan Documents.
(7) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by UAMCLLC in the conduct of its business.
(8) A certificate of EHMI stating that there has been no change in either EHMI’s articles of incorporation or bylaws since those delivered in connection with the Existing Agreement.
(9) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that EHMI is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(10) A resolution of the board of directors of the Company EHMI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents Documents, each Advance Request and all other agreements, instruments or documents to be delivered by EHMI under this Agreement.
(11) A certificate as to the incumbency and authenticity of the signatures of the officers of the Company EHMI executing this Agreement and the other Loan Documents Documents.
(12) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by EHMI in the conduct of its business.
(13) A certificate of EHMCA stating that there has been no change in either EHMCA’s articles of incorporation or bylaws since those delivered in connection with the Existing Agreement.
(14) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that EHMCA is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(15) A resolution of the board of directors of EHMCA authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered pursuant hereto by EHMCA under this Agreement.
(16) A certificate as to the incumbency and authenticity of the signatures of the officers of EHMCA executing this Agreement and the other Loan Documents.
(17) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by EHMCA in the conduct of its business.
(18) A certificate of UAMCC stating that there has been no change in either UAMCC’s articles of incorporation or bylaws since those delivered in connection with the Existing Agreement.
(19) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that UAMCC is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(20) A resolution of the board of directors of UAMCC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMCC under this Agreement.
(21) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMCC executing this Agreement and the other Loan Documents.
(22) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by UAMCC in the conduct of its business.
(23) A certificate of UAMC Asset stating that there has been no change in either UAMC Asset articles of incorporation or bylaws since those delivered in connection with the Existing Agreement.
(24) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that UAMC Asset is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(25) A resolution of the board of directors of UAMC Asset authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMC Asset under this Agreement.
(26) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMC Asset executing this Agreement and the other Loan Documents.
(27) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by UAMC Asset in the conduct of its business.
(28) A certificate of UAMCP stating that there has been no change in either UAMCP’s articles of incorporation or bylaws since those delivered in connection with the Existing Agreement.
(29) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that UAMCP is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(30) A resolution of the board of directors of UAMCP authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMCP under this Agreement.
(31) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMCP executing this Agreement and the other Loan Documents.
(32) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by UAMCP in the conduct of its business.
(33) A certificate of EHMLLC stating that there has been no change in either EHMLLC’s articles of organization or operating agreement since those delivered in connection with the Existing Agreement.
(34) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that EHMLLC is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(35) A resolution, consent or approval of all of the members of EHMLLC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by EHMLLC under this Agreement.
(36) A certificate as to the incumbency and authenticity of the signatures of the managers of EHMLLC executing this Agreement and the other Loan Documents.
(37) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by EHMLLC in the conduct of its business.
(38) A certificate of Lennar stating that there has been no change in either Lennar’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement,
(39) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Lennar is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(40) A resolution of the board of directors of Lennar, certified as of the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of Lennar Undertaking, and all other agreements, instruments or documents to be delivered by Lennar under this Agreement.
(41) A certificate as to the incumbency and authenticity of the signatures of the officers of Lennar executing Lennar Undertaking and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely thereon on that certificate until a new such incumbency certificate has been furnished to the Lender);.
(542) Financial statements A favorable written opinion of counsel to Borrowers and Lennar (or of separate counsel at the Company (option of Borrowers and its SubsidiariesLennar), on a consolidated basis) containing a balance sheet as of December 31, 1998 (the "Statement Date") addressed to Lenders and related statements of income, changes in stockholders, equity and cash flows for the period ended on the Statement Date and a balance sheet as of April 30, 1999 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements dated as of the Statement Datedate of this Agreement, audited by independent certified public accountants of recognized standing acceptable to the Lender;covering such matters as Lenders may reasonably request.
(743) A taxUniform Commercial Code, tax lien and judgment search searches of the appropriate public records for the Company, including a search of Uniform Commercial Code financing statements, which search shall each Borrower that do not have disclosed disclose the existence of any prior Lien on the Collateral other than in favor of the Lender Credit Agent or as permitted hereunder;under this Agreement.
(8) 44) Copies of the certificates, documents or other written instruments which that evidence the Company's Borrowers’ eligibility described in Section 5.11 hereof9.1, all in form and substance satisfactory to the Lender;Credit Agent.
(945) Copies of the Company's each Borrowers’ errors and omissions insurance policy or mortgage impairment insurance policy policy, and blanket bond coverage policy, all or certificates in form and content satisfactory to the Lenderlieu of policies, showing compliance by the Company each Borrower as of the date of this Agreement with the related provisions of Section 6.8 hereof and showing Lender as an additional loss payee on such policies;7.9.
(1046) Executed financing statements An agreement among each Borrower that is selling Loans to ▇▇▇▇▇▇ Mae, Credit Agent and ▇▇▇▇▇▇ ▇▇▇ in recordable which ▇▇▇▇▇▇ Mae agrees to send all cash proceeds of Mortgage Loans sold by such Borrower to ▇▇▇▇▇▇ ▇▇▇ to the Cash Collateral Account, each in form covering and substance satisfactory to Credit Agreement.
(47) Receipt by Credit Agent and Lenders of any fees due on the Collateral date of this Agreement.
(48) An executed Electronic Tracking Agreement among Borrowers, Credit Agent and ready Mortgage Electronic Registration Systems, Inc. (“MERS”), and MERCORP, Inc., pursuant to which Credit Agent will have the authority to, among other things, withdraw Mortgages from the MERS system, if either the Mortgage Loan has been registered on the MERS system naming Borrowers as servicer or subservicer, or the Mortgage Loan has not yet been registered on the MERS system.
(b) If, as of the date of this Agreement, any Borrower has any indebtedness for filing borrowed money to any of its managers, members or Affiliates or any director, officer or shareholder of any manager, member or Affiliate of any manager or member, which indebtedness, when added to all other such indebtedness of each Borrower, results in all jurisdictions required an aggregate amount of such indebtedness in excess of $35,000,000, the Person to whom that Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Credit Agent; and Credit Agent must have received an executed copy of that Subordination of Debt Agreement, certified by the Lender;
(11) Evidence that secretary of the Funding Account has been established with respective Borrower to be true and complete and in full force and effect as of the Lenderdate of the Advance.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Lennar Corp /New/)
Initial Advance. The obligation of the Lender to make the initial --------------- any Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, of the following conditions precedent:
(a) The Lender shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion:
(1) The Loan Documents dated as of the date hereof duly executed by the Company;
(2) Certified copies A certificate of corporate resolutions by the corporate secretary of the Company's articles Company in the form of incorporation and bylaws and certificates of good standing dated no less recently than ninety (90) days prior to Exhibit “J” attached hereto certifying the date of this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authority;
(3) An original resolution of the board of directors of the Company, certified as of the date of this Agreement by its corporate secretary, resolutions authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by the Company pursuant to this Agreement;
(4) A certificate (in the form of Exhibit "J") of the Company's ----------- corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender);
(53) Financial statements of the Company (and its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1998 2005 (the "“Statement Date"”) and related statements of income, changes in stockholders, ’ equity and cash flows for the period ended on the Statement Date and a balance sheet as of April 30March 31, 1999 2006 ("“Interim Date"”) and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Lender;, together with an Officer Certificate prepared as of the Interim Date and executed by the president or chief financial officer of the Company; and
(74) A tax, lien and judgment search favorable written opinion of the appropriate public records for counsel to the Company, including a search dated as of Uniform Commercial Code financing statementsJune 1, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder;
(8) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.11 hereof, all 2006 in form and substance satisfactory to the Lender;
(9) Copies of the Company's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, all in form and content satisfactory addressed to the Lender, showing compliance by the Company as of the date of this Agreement with the related provisions of Section 6.8 hereof and showing Lender as an additional loss payee on such policies;
(10) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender;
(11) Evidence that the Funding Account has been established with the Lender.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Sirva Inc)
Initial Advance. The obligation effectiveness of the Lender to make the initial --------------- Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, of the following conditions precedent:
(a) The Lender shall have received must receive the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion:
(1) The Loan Documents dated as of the date hereof Warehousing Note and this Agreement duly executed by the Company;Borrower.
(2) Certified copies of the CompanyBorrower's articles or certificate of incorporation and bylaws incorporation, together with all amendments, as certified by the Secretary of State of Colorado, Borrower's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of Borrower, and certificates of good standing dated no less recently than ninety (90) within 30 days prior to of the date of this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authority;Agreement.
(3) An original A resolution of the board of directors of the Company, certified as of the date of this Agreement by its corporate secretary, Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by the Company pursuant to Borrower under this Agreement;.
(4) A certificate (in the form of Exhibit "J") of the Company's ----------- corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of the Company Borrower executing this Agreement and the other Loan Documents Documents, and of the officers and employees of Borrower delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered pursuant hereto under this Agreement (the Lender being entitled to rely thereon on that certificate until a new such incumbency certificate has been furnished to the Lender);.
(5) Financial Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business.
(6) Fiscal year-end financial statements of the Company Borrower (and its and, if applicable, Borrower's Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1998 2001 and related statements of income for the period ended on that date, all in reasonable detail and prepared in accordance with GAAP applied on a basis consistent with prior periods.
(7) Interim financial statements of Borrower (and, if applicable, Borrower's Subsidiaries, on a consolidated basis) containing a balance sheet as of January 31, 2002, and a related statement of income, for the "Statement Date"period ended on that date prepared in accordance with GAAP applied on a basis consistent with Borrower's most recent financial statements.
(8) The Guaranty, on the form prescribed by Lender, duly executed by the Guarantor.
(9) The Guarantor's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Colorado, bylaws certified by the corporate secretary of the Guarantor and certificates of good standing dated within 30 days of the date of this Agreement.
(10) A resolution of the board of directors of the Guarantor, certified as of the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of the Guaranty, and all other agreements, instruments or documents to be delivered by the Guarantor under this Agreement.
(11) A certificate as to the incumbency and authenticity of the signatures of the officers of the Guarantor executing the Guaranty and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(12) Fiscal year-end financial statements of Parent (and, if applicable, Parent's Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 2001 and related statements of income, changes in stockholders, ' equity and cash flows for the period ended on the Statement Date and a balance sheet as of April 30, 1999 ("Interim Date") and related statement of income for the period ended on the Interim Datethat date, all in reasonable detail and prepared in accordance with GAAP applied on a basis consistent with prior periods and accompanied by (A) an opinion as to those financial statements in the case of the statements as of the Statement Date, audited form and substance satisfactory to Lender and prepared by independent certified public accountants of recognized standing acceptable to the Lender;Lender and (B) any management letters, management reports or other supplementary comments or reports delivered by those accountants to Parent or its Board of directors.
(713) A taxfavorable written opinion of counsel to Borrower and the Guarantor (or of separate counsel at the option of Borrower and the Guarantor), addressed to Lender and dated as of the date of this Agreement, covering such matters as Lender may reasonably request.
(14) Uniform Commercial Code, tax lien and judgment search searches of the appropriate public records for the Company, including a search of Uniform Commercial Code financing statements, which search shall Borrower that do not have disclosed disclose the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder;
(8) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.11 hereof, all in form and substance satisfactory to the Lender;
(9) Copies of the Company's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, all in form and content satisfactory to the Lender, showing compliance by the Company as of the date of under this Agreement with the related provisions of Section 6.8 hereof and showing Lender as an additional loss payee on such policies;
(10) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender;
(11) Evidence that the Funding Account has been established with the LenderAgreement.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Matrix Bancorp Inc)
Initial Advance. The obligation of the Lender Lenders to make the initial --------------- any Advance under this Agreement is subject to the satisfaction, in the sole discretion of the LenderAgent, on or before the date thereof, of the following conditions precedent:
(a) The Lender Agent shall have received the following, all of which must be satisfactory in form and content to the LenderAgent, in its sole discretion:
(1) The Loan Documents dated as of the date hereof duly executed by the Company;
(2) Certified copies of the Company's ’s articles of incorporation and bylaws and certificates of good standing dated no less recently than ninety (90) days prior to the date of this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authority;
(3) An original resolution A certificate of corporate resolutions by the corporate secretary of the board Company in the form of directors of Exhibit “J” attached hereto certifying the Company, certified as of the date of this Agreement by its corporate secretary, resolutions authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by the Company pursuant to this Agreement;
(4) A certificate (in the form of Exhibit "J") of the Company's ----------- corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender);
(5) Financial statements of the Company (and its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1998 2001 (the "“Statement Date"”) and related statements of income, changes in stockholders, ’ equity and cash flows for the period ended on the Statement Date and a balance sheet as of April 30July 31, 1999 2002 ("“Interim Date"”) and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the LenderAgent, together with an Officer Certificate prepared as of the Interim Date and executed by the president or chief financial officer of the Company;
(75) A favorable written opinion of counsel to the Company, dated as of the Closing Date in form and substance satisfactory to the Agent, addressed to the Agent and the Lenders
(6) A tax, lien and judgment search of the appropriate public records for the Company, including a search of Uniform Commercial Code financing statements, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender Agent or as permitted hereunder;
(8) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.11 hereof, all in form and substance satisfactory to the Lender;
(9) Copies of the Company's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, all in form and content satisfactory to the Lender, showing compliance by the Company as of the date of this Agreement with the related provisions of Section 6.8 hereof and showing Lender as an additional loss payee on such policies;
(10) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender;
(11) Evidence that the Funding Account has been established with the Lender.; and
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Sirva Inc)