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 Notes and this Agreement duly executed by the Borrowers. (2) 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. (3) Resolutions of the board of directors of the Borrowers, certified as of the date of this Agreement by 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 Borrowers pursuant to this Agreement. Washington/Hunt▇▇▇:▇/▇3/96 41 (4) A certificate of the Borrowers' corporate secretary as to the incumbency and authenticity of the signatures of the officers of the 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 Washington and its Subsidiaries, on a consolidated basis, containing a balance sheet as of December 31, 1995, and related statements of income, changes in stockholders' equity and cash flows for the period 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. (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 favorable 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 searches of the appropriate public records in the States of California, Delaware, New Jersey and Virginia for the Borrowers, 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. (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 Borrowers' eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Lender. (14) Copies of the 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 Borrowers as of the date of this Agreement with the related provisions of Section 6.8 hereof. (15) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender. (16) 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 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 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 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 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 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 Notes Note and this Agreement duly executed by the BorrowersCompany.
(2) The Borrowers' Company's articles or certificate of incorporation as certified by the Secretary of State of Delaware and a copy of the Borrowers' Company's incorporation, bylaws certified by the corporate secretary of the BorrowersCompany, or a Certificate of the Borrowers Company stating that there has been no change in either the articles or certificate 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) 90 days prior to the date of this AgreementAgreement and a certification from the Franchise Tax Board of the State of California stating that the Company is in good standing with the Franchise Tax Board.
(3) Resolutions A resolution of the board of directors of the BorrowersCompany, certified as of the date of this Agreement by their 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 Borrowers Company pursuant to this Agreement. Washington/Hunt▇▇▇:▇/▇3/96 41.
(4) A certificate of the Borrowers' Company's corporate secretary as to the incumbency and authenticity of the signatures of the officers of the Borrowers 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 Washington and the Company (and, if applicable, its Subsidiaries, on a consolidated basis, ) containing a balance sheet as of December 31April 30, 1995, 1999 and related statements of income, changes in stockholders' equity and cash flows for the period 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 LenderLender and containing a footnote concerning a subsequent cash equity investment of $6,000,000 or more.
(6) Financial statements of Washington and the Company (and, if applicable, its Subsidiaries, on a consolidated basis, ) containing a balance sheet as of March May 31, 19961999 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 Washingtonthe Company's most recent audited financial statements.
(7) The Guaranty, in the form attached hereto as EXHIBIT B, duly executed by the Guarantor.
(8) 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.
(9) 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.
(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.
(12) 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 favorable written opinion of counsel to the BorrowersCompany 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 EXHIBIT H attached hereto, addressed to the Lender.
(8) 14) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records in the States of California, Delaware, New Jersey and Virginia for the BorrowersCompany 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.
(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.
(1315) Copies of the certificates, documents or other written instruments which evidence the Borrowers' Company's eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Lender.
(1416) Copies of the Borrowers' 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 Borrowers Company as of the date of this Agreement with the related provisions of Section 6.8 hereof.
(1517) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender.
(1618) Receipt by the Lender of any fees due on the date hereof, including, but not limited to, Commitment Fees and document production fees.
(1719) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Bank and receipt of a fully executed Funding Bank Agreement.
(b) All directors, officers and shareholders of the BorrowersCompany, all Affiliates of the Borrowers Company or of any Subsidiary of the BorrowersCompany, and the Guarantor, to whom or to any of whom the Borrowers Company shall be indebted as of the date of this Agreement, which indebtedness has a term of more than one (1) year or is in excess of Five Hundred Thousand Dollars ($500,000) 100,000 shall have subordinated such indebtedness to the Obligations, by executing a Subordination of Debt Agreement, in the form of Exhibit 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 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 Notes Warehousing Note and this Agreement duly executed by the BorrowersBorrower.
(2) The Borrowers' First NLC LLC’s articles of incorporation organization, together with all amendments, as certified by the Secretary of State of Delaware and a copy of the Borrowers' bylaws Florida, First NLC LLC’s operating agreement, together with all amendments, certified by the corporate secretary or assistant secretary of the BorrowersFirst NLC LLC, or a Certificate certificate of the Borrowers First NLC LLC stating that there has been no change in either the First NLC LLC’s articles of incorporation organization or bylaws operating agreement 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) within 60 days prior to of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that First NLC LLC is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(3) Resolutions A resolution of the board of directors managers of the Borrowers, certified as of the date of this Agreement by their 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 Borrowers pursuant to First NLC LLC under this Agreement. Washington/Hunt▇▇▇:▇/▇3/96 41.
(4) A certificate of the Borrowers' corporate secretary as to the incumbency and authenticity of the signatures of the officers of the Borrowers First NLC LLC executing this Agreement and the other Loan Documents 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 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 (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender)by NLC, Inc. under this Agreement.
(5) Financial statements of Washington and its Subsidiaries, on a consolidated basis, containing a balance sheet 8) A certificate as of December 31, 1995, and related statements of income, changes in stockholders' equity and cash flows for the period 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 Lenderincumbency and authenticity of the signatures of the officers of NLC, Inc. executing this Agreement and the other Loan Documents.
(69) 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 favorable written opinion of counsel to the Borrowers, Assumed Name Certificates dated as within 30 days of the date of this Agreement substantially for any assumed name used by NLC, Inc. in the form conduct of Exhibit H attached hereto, addressed to the Lenderits business.
(8) 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 by First NLC, Inc. under this Agreement.
(12) A certificate as to the incumbency and authenticity of the signatures of the officers of First NLC, Inc. executing this Agreement and the other Loan Documents.
(13) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by First NLC, Inc. in the conduct of its business.
(14) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records in the States of California, Delaware, New Jersey and Virginia for the Borrowers, 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.
(9) An executed copy of the Berkshire Master under this 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.
(1315) Copies of the certificates, documents or other written instruments which evidence the Borrowers' eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Lender.
(14) Copies of the Borrowers' Borrower’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 Borrowers Borrower as of the date of this Agreement with the related provisions of Section 6.8 hereof.
(15) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender7.9.
(16) 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 Bank and receipt of a fully executed Funding Bank this Agreement.
(b) All directorsIf, 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, 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 one (1) 1 year or is in excess of Five Hundred Thousand Dollars ($500,000) shall 25,000, the Person to whom Borrower is indebted must have subordinated such indebtedness to the Obligations, by executing executed a Subordination of Debt Agreement, in on the form of Exhibit F heretoprescribed by Lender; and the Lender shall must have received an executed copy of any such that Subordination of Debt Agreement, certified by the manager of First NLC LLC or the corporate secretary of NLC, Inc. or the Borrowers corporate 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 Credit Agent to make the initial Advance under this Agreement is subject to the satisfaction, in the sole discretion of the LenderCredit Agent, on or before the date thereof 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 Notes and this Agreement Agreement, duly executed by the BorrowersBorrower.
(2) The Borrowers' 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 assignment, duly completed in blank
(4) UAMC's articles of incorporation incorporation, together with all amendments, as certified by the Secretary of State of Delaware and a copy of the Borrowers' bylaws Florida; UAMC's bylaws, together with all amendments, certified by the corporate secretary or assistant 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, UAMC; and certificates of good standing dated no less recently than ninety (90) within 60 days prior to of the date of this Agreement.
(35) Resolutions A resolution of the board of directors of the Borrowers, certified as of the date of this Agreement by their 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 Borrowers pursuant to UAMC under this Agreement. Washington/Hunt▇▇▇:▇/▇3/96 41.
(46) A certificate of the Borrowers' corporate secretary as to the incumbency and authenticity of the signatures of the officers of the Borrowers UAMC executing this Agreement and the other Loan Documents Documents, and of the officers and employees of UAMC 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).
(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 EHMI 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 EHMI under this Agreement.
(10) A certificate as to the incumbency and authenticity of the signatures of the officers of EHMI executing this Agreement and the other Loan Documents, and of the officers and employees of EHMI 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).
(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 Washington and its Subsidiaries, on a consolidated basis, Lennar containing a balance sheet as of December 31November 30, 19952000, and related statements of income, changes in stockholders' equity and cash flows for the period ended on such the that 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.
(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.
(728) A favorable written opinion of counsel to the Borrowerseach Borrower and Lennar, addressed to Lenders and dated as of the date of this Agreement substantially in the form of Exhibit H attached heretoAgreement, addressed to the Lendercovering such matters as Credit Agent may reasonably request.
(8) 29) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records in the States of California, Delaware, New Jersey and Virginia for the Borrowers, 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.
(9) An executed copy of the Berkshire Master under this 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.
(1330) Copies of the certificates, documents or other written instruments which that evidence the Borrowers' each Borrower's eligibility described in Section 5.13 hereof2.3, all in form and substance satisfactory to the LenderCredit Agent.
(1431) Copies of the Borrowers' each Borrower'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 Borrowers each Borrower as of the date of this Agreement with the related provisions of Section 6.8 hereof8.9.
(1532) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the LenderCredit Agent.
(1633) Receipt by the Lender Credit Agent and Lenders of any fees due on the date hereof, including, but not limited to, Commitment Fees and document production feesof this Agreement.
(1734) Evidence An agreement among each Borrower that is selling Loans to ▇▇▇▇▇▇ ▇▇▇, Lender and ▇▇▇▇▇▇ Mae, pursuant to which ▇▇▇▇▇▇ ▇▇▇ agrees to send all accounts necessary into which Advances will be funded have been established at cash proceeds of Mortgage Loans sold by such Borrower to ▇▇▇▇▇▇ Mae to the Funding Bank and receipt of a fully Cash Collateral Account.
(35) An executed Funding 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 registered on the MERS system naming Borrower as servicer or subservicer, or the Mortgage Loan has not yet been registered on the MERS system.
(b) All directors, officers and shareholders of the Borrowers, all Affiliates of the Borrowers or of If any Subsidiary of the Borrowers, to whom or Borrower is indebted to any of whom the Borrowers shall be indebted its directors, officers, shareholders or Affiliates, as of the date of this Agreement, which indebtedness has a term of more than one (1) year or is in excess of Five Hundred Thousand Dollars ($500,000) shall 35,000,000, the Person to whom that Borrower is indebted must have subordinated such indebtedness to the Obligations, by executing executed a Subordination of Debt Agreement, in on the form of Exhibit F heretoprescribed by Credit Agent; and the Lender shall Credit Agent must have received an executed copy of any such that Subordination of Debt Agreement, certified by the corporate secretary of the Borrowers 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 Lenders’ obligation of the Lender to make the initial Advance under this Agreement Warehousing Advances, RFC’s and WaMu’s obligation to make RFC/WaMu Advances and RFC’s obligation to make RFC Direct Advances, is subject to the satisfaction, in the sole discretion of the LenderCredit Agent, on or before the date thereof 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 Notes and this Agreement duly executed by the Borrowers.
(2) The Borrowers' articles Lennar Undertaking, on the form prescribed by Credit Agent, duly executed by Lennar.
(3) A certificate 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 UAMCLLC stating that there has been no change in either the UAMCLLC ‘s articles of incorporation organization or bylaws operating agreement since those most recently delivered in connection with the Existing Warehousing Agreement or the Existing Term Agreement, and certificates .
(4) Certificates of good standing dated no less recently than ninety (90) within 60 days prior to of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that UAMCLLC is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(35) Resolutions A resolution, consent or approval of all of the board members of directors of the Borrowers, certified as of the date of this Agreement by their 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 Borrowers pursuant to UAMCLLC under this Agreement. Washington/Hunt▇▇▇:▇/▇3/96 41.
(46) A certificate as to the incumbency and authenticity of the Borrowers' corporate secretary 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 EHMI 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 EHMI under this Agreement.
(11) A certificate as to the incumbency and authenticity of the signatures of the officers of the Borrowers 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 AFSI stating that there has been no change in either AFSI’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 AFSI 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 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 pursuant hereto by AFSI under this Agreement.
(16) A certificate as to the incumbency and authenticity of the signatures of the officers of AFSI 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 AFSI 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 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,
(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 Lennar 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 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.
(31) 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).
(5) Financial statements of Washington and its Subsidiaries, on a consolidated basis, containing a balance sheet as of December 31, 1995, and related statements of income, changes in stockholders' equity and cash flows for the period 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.
(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.
(732) A favorable written opinion of counsel to Borrowers and Lennar (or of separate counsel at the Borrowersoption of Borrowers and Lennar), addressed to Lenders and dated as of the date of this Agreement substantially in the form of Exhibit H attached heretoAgreement, addressed to the Lendercovering such matters as Lenders may reasonably request.
(8) 33) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records in the States of California, Delaware, New Jersey and Virginia for the Borrowers, 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.
(9) An executed copy of the Berkshire Master under this 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.
(1334) Copies of the certificates, documents or other written instruments which that evidence the Borrowers' ’ eligibility described in Section 5.13 hereof9.1, all in form and substance satisfactory to the LenderCredit Agent.
(1435) Copies of the each 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 Borrowers each Borrower as of the date of this Agreement with the related provisions of Section 6.8 hereof7.9.
(1536) Executed financing statements An agreement among each Borrower that is selling Loans to ▇▇▇▇▇▇ ▇▇▇, Credit Agent and ▇▇▇▇▇▇ Mae in recordable which ▇▇▇▇▇▇ ▇▇▇ agrees to send all cash proceeds of Mortgage Loans sold by such Borrower to ▇▇▇▇▇▇ Mae to the Cash Collateral Account, each in form covering the Collateral and ready for filing in all jurisdictions required by the Lendersubstance satisfactory to Credit Agreement.
(1637) Receipt by the Lender Credit Agent and Lenders 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 Bank and receipt of a fully executed Funding Bank this Agreement.
(b38) All directors, officers and shareholders of the An executed Electronic Tracking Agreement among Borrowers, all Affiliates of 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 registered on the MERS system naming Borrowers as servicer or of any Subsidiary of subservicer, or the Borrowers, to whom or to any of whom Mortgage Loan has not yet been registered on the Borrowers shall be indebted as of the date of this Agreement, which indebtedness has 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 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 Borrowers to be true and complete and in full force and effect as of the date of the AdvanceMERS system.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Lennar Corp /New/)
Initial Advance. The Lenders’ obligation of the Lender to make the initial Advance under this Agreement Warehousing Advances and RFC’s obligation to make RFC Direct Advances, is subject to the satisfaction, in the sole discretion of the LenderCredit Agent, on or before the date thereof 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 Notes and this Agreement duly executed by the Borrowers.
(2) The Borrowers' Lennar Undertaking, on the form prescribed by Credit Agent, duly executed by Lennar.
(3) UAMCLLC’s articles of incorporation organization, together with all amendments, as certified by the Secretary of State of Delaware and a copy of the Borrowers' bylaws Florida, UAMCLLC’s operating agreement, together with all amendments, certified by the corporate secretary manager of the BorrowersUAMCLLC, or a Certificate certificate of the Borrowers UAMCLLC stating that there has been no change in either the UAMCLLC’s articles of incorporation organization or bylaws operating agreement 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) within 60 days prior to of the date of this Agreement.
(34) Resolutions A resolution, consent or approval of all of the board members of directors of the Borrowers, certified as of the date of this Agreement by their 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 Borrowers pursuant to UAMCLLC under this Agreement. Washington/Hunt▇▇▇:▇/▇3/96 41.
(45) A certificate as to the incumbency and authenticity of the Borrowers' signatures of the managers of UAMCLLC executing this Agreement and the other Loan Documents.
(6) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by UAMCLLC in the conduct of its business.
(7) 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; or 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, and certificates of good standing dated within 60 days of the date of this Agreement.
(8) A resolution of the board of directors of EHMI 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 EHMI under this Agreement.
(9) A certificate as to the incumbency and authenticity of the signatures of the officers of the Borrowers EHMI executing this Agreement and the other Loan Documents Documents.
(10) 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.
(11) 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; or a certificate of AFSI stating that there has been no change in either AFSI’s articles 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.
(12) 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 pursuant hereto by AFSI under this Agreement.
(13) A certificate as to the incumbency and authenticity of the signatures of the officers of AFSI executing this Agreement and the other Loan Documents.
(14) 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.
(15) 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; or 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, and certificates of good standing dated within 30 days of the date of this Agreement.
(16) 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.
(17) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMCC executing this Agreement and the other Loan Documents.
(18) 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.
(19) 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; or 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, and certificates of good standing dated within 30 days of the date of this Agreement.
(20) 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.
(21) 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.
(22) 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.
(23) 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, or 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, and certificates of good standing dated within 30 days of the date of this Agreement.
(24) 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.
(25) 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).
(5) Financial statements of Washington and its Subsidiaries, on a consolidated basis, containing a balance sheet as of December 31, 1995, and related statements of income, changes in stockholders' equity and cash flows for the period 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.
(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.
(726) A favorable written opinion of counsel to Borrowers and Lennar (or of separate counsel at the Borrowersoption of Borrowers and Lennar), addressed to Lenders and dated as of the date of this Agreement substantially in the form of Exhibit H attached heretoAgreement, addressed to the Lendercovering such matters as Lenders may reasonably request.
(8) 27) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records in the States of California, Delaware, New Jersey and Virginia for the Borrowers, 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.
(9) An executed copy of the Berkshire Master under this 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.
(1328) Copies of the certificates, documents or other written instruments which that evidence the Borrowers' ’ eligibility described in Section 5.13 hereof9.1, all in form and substance satisfactory to the LenderCredit Agent.
(1429) Copies of the each 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 Borrowers each Borrower as of the date of this Agreement with the related provisions of Section 6.8 hereof7.9.
(1530) Executed financing statements An agreement among each Borrower that is selling Loans to F▇▇▇▇▇ Mae, Credit Agent and F▇▇▇▇▇ M▇▇ in recordable which F▇▇▇▇▇ Mae agrees to send all cash proceeds of Mortgage Loans sold by such Borrower to F▇▇▇▇▇ M▇▇ to the Cash Collateral Account, each in form covering the Collateral and ready for filing in all jurisdictions required by the Lendersubstance satisfactory to Credit Agreement.
(1631) Receipt by the Lender Credit Agent and Lenders of any fees due on the date hereof, including, but not limited to, Commitment Fees and document production feesof this Agreement.
(1732) Evidence that all accounts necessary into An executed Electronic Tracking Agreement among Borrowers, Credit Agent and Mortgage Electronic Registration Systems, Inc. (“MERS”), and MERCORP, Inc., pursuant to which Advances Credit Agent will be funded have the authority to, among other things, withdraw Mortgages from the MERS system, if either the Mortgage Loan has been established at registered on the Funding Bank and receipt of a fully executed Funding Bank AgreementMERS system naming Borrowers as servicer or subservicer, or the Mortgage Loan has not yet been registered on the MERS system.
(b) All directorsIf, 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, any Borrower has any indebtedness for 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 has a term of more than one (1) year or is each Borrower, results in an aggregate amount of such indebtedness in excess of Five Hundred Thousand Dollars ($500,000) shall 35,000,000, the Person to whom that Borrower is indebted must have subordinated such indebtedness to the Obligations, by executing executed a Subordination of Debt Agreement, in on the form of Exhibit F heretoprescribed by Credit Agent; and the Lender shall Credit Agent must have received an executed copy of any such that Subordination of Debt Agreement, certified by the corporate secretary of the Borrowers 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 Credit Agent to make the initial Advance under this Agreement is subject to the satisfaction, in the sole discretion of the LenderCredit Agent, on or before the date thereof 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 Notes and Notes, this Agreement and the Collateral Agency Agreement, duly executed by the BorrowersBorrower.
(2) The Borrowers' Borrower's articles of incorporation incorporation, together with all amendments, as certified by the Secretary of State of Delaware Maryland, and a copy of the Borrowers' bylaws Borrower's bylaws, together with all amendments, certified by the corporate secretary or assistant 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, Borrower and certificates of good standing dated no less recently than ninety (90) within 30 days prior to of the date of this Agreement.
(3) Resolutions A resolution of the board of directors of the Borrowers, certified as of the date of this Agreement by their corporate secretary, Borrower 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 Borrowers pursuant to Borrower under this Agreement. Washington/Hunt▇▇▇:▇/▇3/96 41.
(4) A certificate of the Borrowers' corporate secretary as to the incumbency and authenticity of the signatures of the officers of the Borrowers Borrower executing this Agreement and the other Loan Documents Documents, and of the officers and employees of Borrower delivering each Advance Request and all other agreements, instruments or documents to be delivered pursuant hereto under this Agreement (the Lender Credit Agent and Collateral Agent being entitled to rely thereon on that certificate until a new such incumbency certificate has been furnished to the LenderCredit Agent and Collateral Agent).
(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 Washington and its Borrower (and, if applicable, Borrower's Subsidiaries, on a consolidated basis, ) containing a balance sheet as of December 31, 19952000, and related statements of income, cash flows and changes in stockholders' equity and cash flows for the period 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 LenderCredit Agent.
(67) Financial Interim financial statements of Washington and its Borrower (and, if applicable, Borrower's Subsidiaries, on a consolidated basis, ) containing a balance sheet as of March 31February 28, 19962001, related statements of income income, cash flows and changes in stockholders' equity for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with WashingtonBorrower's most recent audited financial statements.
(7) 8) A favorable written opinion of counsel to the BorrowersBorrower, addressed to Lenders and dated as of the date of this Agreement substantially in the form of Exhibit H attached heretoAgreement, addressed to the Lendercovering such matters as Credit Agent may reasonably request.
(8) 9) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records in the States of California, Delaware, New Jersey and Virginia for the Borrowers, 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 Credit Agent or as permitted hereunder.
(9) An executed copy of the Berkshire Master under this 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 that evidence the Borrowers' Borrower's eligibility described in Section 5.13 hereof2.3, all in form and substance satisfactory to the LenderCredit Agent.
(1411) Copies of the Borrowers' Borrower'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 Borrowers Borrower as of the date of this Agreement with the related provisions of Section 6.8 hereof8.9.
(1512) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the LenderCredit Agent.
(1613) Receipt by the Lender Credit Agent 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 Bank and receipt of a fully executed Funding Bank this Agreement.
(b14) All directors, officers A copy of acknowledgment agreements from each of Fannie Mae and shareholders Freddie Mac in form and substanc▇ ▇▇▇▇s▇▇▇tory to Credit Agent acknowledging the validity of Credit Agent's security interest in the portions 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 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 Obligations, by executing a Subordination of Debt Agreement, in the form of Exhibit F hereto; Collateral that constitute Fannie Mae 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 AdvanceFreddie Mac Servicing Contracts.
Appears in 1 contract
Sources: Warehousing Credit, Term Loan and Security Agreement (American Home Mortgage Holdings Inc)
Initial Advance. The obligation of the Lender Lenders shall not be required to make the initial Advance under this Agreement is subject hereunder unless the Borrower has furnished to the satisfaction, in Agent with sufficient copies for the sole discretion of the Lender, on or before the date thereof of the following conditions precedentLenders:
(a) The Lender shall have received the following, all of which must be satisfactory in form and content With respect to the Lender, in its sole discretion:Borrower,
(1i) The Notes and this Agreement duly executed by a copy, certified as of a date no more than ten days prior to the Borrowers.
(2) The Borrowers' articles of incorporation as certified Closing Date by the Secretary of State of Delaware and a copy Delaware, of the Borrowers' bylaws certified by the corporate secretary of the Borrowers, or a Borrower's 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 Limited Partnership, together 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.all amendments;
(3ii) Resolutions of the board of directors of the BorrowersA copy, certified as of the Closing Date by the Secretary or an Assistant Secretary of the General Partner, of the Partnership Agreement, together with all amendments, as in effect on the Closing Date;
(iii) a good standing certificate for the Borrower from the Secretary of State of Delaware dated no more than ten days prior to the Closing Date;
(iv) a good standing certificate for the Borrower from the Secretary of the Commonwealth of Massachusetts dated no more than ten days prior to the Closing Date.
(b) With respect to the General Partner,
(i) a copy, certified as of a date no more than ten days prior to the Closing Date by the Secretary of this Agreement State of Delaware, of the General Partner's certificate of incorporation, together with all amendments;
(ii) a good standing certificate for the General Partner from the Secretary of State of Delaware dated no more than ten days prior to the Closing Date;
(iii) a good standing certificate for the General Partner from the Secretary of the Commonwealth of Massachusetts dated no more than ten days prior to the Closing Date;
(iv) a copy, certified as of the Closing Date by their corporate secretarythe Secretary or an Assistant Secretary of the General Partner, of the General Partner's by-laws, together with all amendments, as in effect on the Closing Date;
(v) a copy, certified as of the Closing Date by the Secretary or an Assistant Secretary of the General Partner, of resolutions of the General Partner's Board of Directors authorizing the execution, General Partner's execution and delivery and performance on behalf of this Agreement and the other Borrower of the Loan Documents; and
(vi) an incumbency certificate, and all other instruments or documents to be delivered executed by the Borrowers pursuant to this Agreement. Washington/Hunt▇▇▇:▇/▇3/96 41
(4) A certificate Secretary of an Assistant Secretary of the Borrowers' corporate secretary General Partner as to of the incumbency Closing Date, which shall identify by name and authenticity of title and bear the signatures of the officers of the Borrowers executing this Agreement General Partner authorized to act on behalf of the General Partner in its capacity as a general partner of the Borrower, upon which certificate the Agent and the other Loan Documents and each Advance Request and all other instruments or documents to Lenders shall be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to informed of any change in writing by the Lender)Borrower.
(5c) Financial statements of Washington and its Subsidiaries, on a consolidated basis, containing a balance sheet as of December 31, 1995, and related statements of income, changes in stockholders' equity and cash flows for the period 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 Evidence satisfactory to the LenderAgent that the Borrower has paid the upfront fee agreed to by the Borrower and Bank One.
(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.
(7d) A favorable written opinion of counsel to the BorrowersBorrower and the General Partner, dated as of addressed to the date of this Agreement Lenders in substantially in the form of Exhibit H attached heretoA.
(e) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender.
(f) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the LenderAgent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(8) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records in the States of California, Delaware, New Jersey and Virginia for the Borrowers, which search shall not have disclosed the existence of g) Such other documents as any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunderits counsel may have reasonably requested.
(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 Borrowers' eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Lender.
(14) Copies of the 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 Borrowers as of the date of this Agreement with the related provisions of Section 6.8 hereof.
(15) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender.
(16) 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 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 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 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 Borrowers to be true and complete and in full force and effect as of the date of the Advance.
Appears in 1 contract
Sources: Credit Agreement (Tc Pipelines Lp)
Initial Advance. The 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 Notes Warehousing Note and this Agreement duly executed by the BorrowersBorrower.
(2) The Borrowers' American Home's articles or certificate of incorporation together with all amendments, as certified by the Secretary of State of Delaware New York and a copy of the Borrowers' bylaws their bylaws, together with all amendments, certified by the corporate secretary or assistant 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, American Home and certificates of good standing dated no less recently than ninety (90) within 30 days prior to of the date of this Agreement.
(3) Resolutions Marina Mortgage's articles or certificate of incorporation together with all amendments, as certified by the Secretary of State of California and each Borrower's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of Borrower and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board of the State of California stating that Borrower is in good standing with the Franchise Tax Board.
(4) A resolution of the board of directors of the Borrowers, certified as of the date of this Agreement by their corporate secretary, each 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 Borrowers pursuant to Borrower under this Agreement. Washington/Hunt▇▇▇:▇/▇3/96 41.
(45) A certificate of the Borrowers' corporate secretary as to the incumbency and authenticity of the signatures of the officers of the Borrowers each 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).
(56) Financial Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by each Borrower in the conduct of its business.
(7) Fiscal year-end financial statements of Washington Guarantor and each Borrower (and, if applicable, its Subsidiaries, on a consolidated basis, ) containing a balance sheet as of December 31, 19952000, and related statements of income, cash flows and changes in stockholders' equity and cash flows for the period ended on such date, all in reasonable detail and prepared in accordance with GAAP applied on a basis consistent with prior periods and audited accompanied by (A) an opinion as to those financial statements in form and substance satisfactory to Lender and prepared by independent certified public accountants of recognized standing acceptable to the LenderLender and (B) any management letters, management reports or other supplementary comments or reports delivered by those accountants to borrower or its board of directors.
(6) Financial 8) Interim financial statements of Washington Guarantor and each Borrower (and, if applicable, its Subsidiaries, on a consolidated basis, ) containing a balance sheet as of March 31, 19962001, related statements of income income, cash flows and changes in stockholders' equity for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with WashingtonBorrower's most recent audited financial statements.
(79) The Guaranty, on the form prescribed by Lender, duly executed by the Guarantor.
(10) The Guarantor'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 Guarantor and certificates of good standing dated within 30 days of the date of this Agreement.
(11) 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.
(12) 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).
(13) A favorable written opinion of counsel to Borrower and the BorrowersGuarantor (or of separate counsel at the option of Borrower and the Guarantor), addressed to Lender and dated as of the date of this Agreement substantially in the form of Exhibit H attached heretoAgreement, addressed to the Lendercovering such matters as Lender may reasonably request.
(8) 14) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records in the States of California, Delaware, New Jersey and Virginia for the Borrowers, 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.
(9) An executed copy of the Berkshire Master under this 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.
(1315) Copies of the certificates, documents or other written instruments which that evidence the Borrowers' Borrower's eligibility described in Section 5.13 hereof9.1, together with copies of all seller/servicer contracts to which the Borrower is a party, all in form and substance satisfactory to the Lender.
(1416) Copies of the Borrowers' Borrower'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 Borrowers Borrower as of the date of this Agreement with the related provisions of Section 6.8 hereof7.9.
(15) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender.
(1617) Receipt by the Lender of any fees due on the date hereof, including, but not limited to, Commitment Fees and document production feesof this Agreement.
(1718) Evidence Receipt of a fully-executed Funding Bank Agreement and evidence that all accounts necessary into which Warehousing Advances will be funded have been established at the Funding Bank Bank.
(19) One or more agreements among Borrower, Lender and receipt of a fully executed Funding Bank AgreementFannie Mae in which Fannie Mae agrees to send all cash proce▇▇▇ ▇▇ Mortgage Loans sold by Borrower to Fannie Mae to the Cash Collateral Account, each in form and substance satisfactory to Lender.
(b) All directors, officers and shareholders of the Borrowers, all Affiliates of the Borrowers or of any Subsidiary of the Borrowers, to whom or If Borrower is indebted to any of whom its directors, officers, shareholders or Affiliates, or to the Borrowers shall be indebted Guarantor, as of the date of this Agreement, which indebtedness has a term of more than one (1) 1 year or is in excess of Five Hundred Thousand Dollars ($500,000) shall 25,000, the Person to whom Borrower is indebted must have subordinated such indebtedness to the Obligations, by executing executed a Subordination of Debt Agreement, in on the form of Exhibit F heretoprescribed by Lender; and the Lender shall must have received an executed copy of any such that Subordination of Debt Agreement, certified by the corporate secretary of the Borrowers Borrower 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 (American Home Mortgage Holdings Inc)
Initial Advance. The effectiveness of this Agreement, including Lender's obligation of the Lender to make the initial Advance under this Agreement Warehousing 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 Notes Warehousing Note and this Agreement duly executed by the BorrowersBorrower.
(2) The Borrowers' ABMSI's articles or certificate of incorporation incorporation, together with all amendments, as certified by the Secretary of State of Delaware and a copy of the Borrowers' bylaws New Jersey, ABMSI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of the BorrowersABMSI, or a Certificate certificate of the Borrowers ABMSI stating that there has been no change in either the ABMSI's articles or certificate 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) within 30 days prior to of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that ABMSI is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(3) Resolutions A resolution of the board of directors of the Borrowers, certified as of the date of this Agreement by their corporate secretary, ABMSI 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 Borrowers pursuant to ABMSI under this Agreement. Washington/Hunt▇▇▇:▇/▇3/96 41.
(4) A certificate of the Borrowers' corporate secretary as to the incumbency and authenticity of the signatures of the officers of the Borrowers ABMSI executing this Agreement and the other Loan Documents Documents, and of the officers and employees of ABMSI 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 statements Assumed Name Certificates dated within 30 days of Washington and the date of this Agreement for any assumed name used by ABMSI in the conduct of its Subsidiaries, on a consolidated basis, containing a balance sheet as of December 31, 1995, and related statements of income, changes in stockholders' equity and cash flows for the period 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 Lenderbusiness.
(6) Financial statements HACI's articles or certificate of Washington incorporation, together with all amendments, as certified by the Secretary of State of Pennsylvania, HACI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of HACI, or a certificate of HACI stating that there has been no change in either HACI's articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and its Subsidiariescertificates of good standing dated within 30 days of the date of this Agreement, on together with a consolidated basiscertification from the Franchise Tax Board or other state tax authority stating that ABMSI is in good standing with the Franchise Tax Board or such state tax authority, 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 statementsif applicable.
(7) A resolution of the board of directors of HACI 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 HACI under this Agreement.
(8) A certificate as to the incumbency and authenticity of the signatures of the officers of HACI executing this Agreement and the other Loan Documents, and of the officers and employees of HACI 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).
(9) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by HACI in the conduct of its business.
(10) ABCI's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Pennsylvania, ABCI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of ABCI, or a certificate of ABCI stating that there has been no change in either ABCI'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 ABMSI 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 ABCI 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 ABCI under this Agreement.
(12) A certificate as to the incumbency and authenticity of the signatures of the officers of ABCI executing this Agreement and the other Loan Documents, and of the officers and employees of ABCI 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).
(13) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by ABCI in the conduct of its business.
(14) A favorable written opinion of counsel to Borrower and the BorrowersGuarantor (or of separate counsel at the option of Borrower and the Guarantor), addressed to Lender and dated as of the date of this Agreement substantially in Agreement, covering such matters as Lender may reasonably request, including the form subordination of Exhibit H attached hereto, addressed to the LenderBorrower's and Guarantor's debt securities offerings.
(8) 15) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records in the States of California, Delaware, New Jersey and Virginia for the Borrowers, 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 or as permitted hereunder.
(9) An executed copy of the Berkshire Master under this 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.
(1316) Copies of the certificates, documents or other written instruments which evidence the Borrowers' eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Lender.
(14) Copies of the Borrowers' each Borrower'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 Borrowers each Borrower as of the date of this Agreement with the related provisions of Section 6.8 hereof7.9.
(15) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender.
(1617) Receipt by the Lender of any fees due on the date hereof, including, but not limited to, Commitment Fees and document production feesof this Agreement.
(1718) Evidence that One or more agreements among Borrower, Lender and ▇▇▇▇▇▇ Mae in which ▇▇▇▇▇▇ ▇▇▇ agrees to send all accounts necessary into which Advances will be funded have been established at cash proceeds of Mortgage Loans sold by Borrower to ▇▇▇▇▇▇ Mae to the Funding Bank Cash Collateral Account, each in form and receipt of a fully executed Funding Bank Agreementsubstance satisfactory to Lender.
(b) All directors, officers and shareholders of the Borrowers, all Affiliates of the Borrowers or of any Subsidiary of the Borrowers, to whom or If Borrower is indebted to any of whom its directors, officers, shareholders or Affiliates, or to the Borrowers shall be indebted Guarantor, as of the date of this Agreement, which indebtedness has a term of more than one (1) 1 year or is in excess of Five Hundred Thousand Dollars ($500,000) shall have subordinated 25,000, the Person to whom Borrower is indebted must, if such indebtedness is not already subordinated to the Obligations, Obligations by executing its terms have executed a Subordination of Debt Agreement, in on the form of Exhibit F heretoprescribed by Lender; and the Lender shall must have received an executed copy of any such that Subordination of Debt Agreement, certified by the corporate secretary or assistant secretary of the Borrowers Borrower 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 (American Business Financial Services Inc /De/)
Initial Advance. The obligation of the Lender Lenders shall not be required to make the initial Advance under this Agreement is subject hereunder, and the Issuing Banks shall not be required to issue the satisfactioninitial Facility Letter of Credit hereunder, unless Borrower has paid to Administrative Agent (a) the fees for the account of Lenders set forth in Arranger’s letter to Lenders dated February 3, 2006 and (b) the fees for the account of Administrative Agent and Arranger set forth in the sole discretion of the Lenderletter agreement dated February 3, 2006 (and accepted by Borrower on or before the date thereof of the following conditions precedentFebruary 3, 2006) herewith among Administrative Agent, Arranger and Borrower, and Borrower has furnished to Administrative Agent:
(ai) The Lender shall have received Subject to the followingprovisions of the last paragraph of this Section 5.1, copies of the articles or certificate of incorporation of Borrower, together with all amendments, and a certificate of good standing, all of which must be satisfactory in form and content to the Lender, in its sole discretion:
(1) The Notes and this Agreement duly executed certified by the Borrowersappropriate governmental officer in the jurisdiction of incorporation.
(2ii) The Borrowers' Subject to the provisions of the last paragraph of this Section 5.1, copies of the articles or certificate of incorporation as of each Guarantor that is a corporation, together with all amendments, certified by an authorized officer of such Guarantor and a certificate of good standing from the appropriate governmental officer in the jurisdiction of incorporation.
(iii) Subject to the provisions of the last paragraph of this Section 5.1, copies, certified by the Secretary or Assistant Secretary of State Borrower and each Guarantor that is a corporation, of Delaware each such corporation’s by-laws and of its Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender), or, in the case of each Guarantor that is not a corporation, other appropriate consents and approvals, authorizing the execution of the Loan Documents.
(iv) Subject to the provisions of the last paragraph of this Section 5.1, for each Guarantor that is a limited liability company or limited partnership (A) a copy of the Borrowers' bylaws certificate or articles of formation or certificate of limited partnership (as applicable), certified by the corporate secretary appropriate officer of the Borrowerssuch Guarantor’s manager, managing member or general partner, (B) 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 certificate of good standing dated no less recently than ninety from the appropriate governmental officer in the jurisdiction of formation and (90C) days prior to a copy, certified by the date appropriate officer of this Agreementsuch Guarantor or of such Guarantor’s manager, managing member or general partner, of such Guarantor’s operating agreement or limited partnership, as applicable.
(3v) Resolutions Subject to the provisions of the board of directors of the Borrowers, certified as of the date last paragraph of this Agreement by their corporate secretarySection 5.1, authorizing the executionincumbency certificates, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered executed by the Borrowers pursuant to this Agreement. Washington/Hunt▇▇▇:▇/▇3/96 41
Secretary or Assistant Secretary of Borrower and each Guarantor (4) A certificate or, in the case of a Guarantor that is not a corporation, the Borrowers' corporate secretary as to appropriate officer of such Guarantor or of its manager, managing member or general partner), which shall identify by name and title and bear the incumbency and authenticity of the signatures signature of the officers of the Borrowers executing this Agreement and such corporation (or other applicable entity) authorized to sign the other applicable Loan Documents and each Advance Request (if applicable) to make borrowings hereunder and all other instruments or documents to request, apply for and execute Reimbursement Agreements with respect to Facility Letters of Credit hereunder, upon which certificates Administrative Agent, Lenders and the Issuing Banks shall be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to informed of any change in writing by Borrower or the Lender)applicable Guarantor.
(5) Financial statements of Washington and its Subsidiaries, on a consolidated basis, containing a balance sheet as of December 31, 1995, and related statements of income, changes in stockholders' equity and cash flows for the period 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.
(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.
(7vi) A favorable written opinion of counsel General Counsel of Borrower, addressed to the Borrowers, dated as of the date of this Agreement Administrative Agent and Lenders in substantially in the form of Exhibit H attached E hereto.
(vii) Notes payable to the order of each of Lenders.
(viii) The Guaranty duly executed by the Guarantors.
(ix) Such written money transfer instructions, in form acceptable to Administrative Agent, addressed to the LenderAdministrative Agent and signed by an Authorized Officer, as Administrative Agent may have reasonably requested.
(8) Uniform Commercial Code, tax lien and judgment searches x) Evidence satisfactory to Administrative Agent of payment in full (which payment may be made from the proceeds of the appropriate public records in initial Advance hereunder) of all principal sums outstanding under the States of CaliforniaPrior Credit Agreement, Delawareall accrued and unpaid interest and fees, New Jersey and Virginia for the Borrowers, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor amounts (if any) payable under Section 3.4 of the Lender or as permitted hereunder.
(9) An executed copy of the Berkshire Master Prior Credit Agreement.
(10xi) Executed copies Any other information required by Section 326 of the Berkshire Master NotesUSA PATRIOT ACT or necessary for Administrative Agent or any Lender to verify the identity of Borrower and Guarantors as is or may be required by Section 326 of the USA PATRIOT ACT.
(11xii) An executed copy Such other documents as any Lender or Issuing Bank or their respective counsel may have reasonably requested. In the case of the FNMA Special Pool Purchase Contract related thereto. Washington/Hunt▇▇▇:▇/▇3/96 42
documents (12other than good standing certificates and resolutions) An executed original of a bailee agreement with respect to the Berkshire Master Notes among Washingtonprovided for in subsections (i), the Lender (ii), (iii), (iv) and FNMA(v), in form and substance satisfaction to the Lender.
(13) Copies of the certificatesBorrower may furnish, documents or other written instruments which evidence the Borrowers' eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Lender.
(14) Copies of the Borrowers' errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policiesthe documentation specified in such subsections, all in form and content satisfactory a certificate or certificates of a secretary or assistant secretary or other applicable officer to the Lender, showing compliance by effect that the Borrowers as of the date of this Agreement with the related provisions of Section 6.8 hereof.
(15) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender.
(16) 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 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 a term of more than one (1) year or is in excess of Five Hundred Thousand Dollars ($500,000) shall have subordinated such indebtedness documents furnished pursuant 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 Borrowers to be true and complete and Prior Credit Agreement remain in full force and effect as and have not been amended or (if they have been amended) including copies of the date of the Advancesuch amendments.
Appears in 1 contract
Sources: Credit Agreement (MDC Holdings Inc)
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 LenderCredit Agent, on or before the date thereof 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 Notes and this Agreement duly executed by the Borrowers.
(2) The Borrowers' articles Lennar Undertaking, on the form prescribed by Credit Agent, duly executed by Lennar.
(3) A certificate 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 UAMCLLC stating that there has been no change in either the UAMCLLC ‘s articles of incorporation organization or bylaws operating agreement since those most recently delivered in connection with the Existing Warehousing Agreement or the Existing Term Agreement, and certificates .
(4) Certificates of good standing dated no less recently than ninety (90) within 60 days prior to of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that UAMCLLC is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(35) Resolutions A resolution, consent or approval of all of the board members of directors of the Borrowers, certified as of the date of this Agreement by their 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 Borrowers pursuant to UAMCLLC under this Agreement. Washington/Hunt▇▇▇:▇/▇3/96 41.
(46) A certificate as to the incumbency and authenticity of the Borrowers' corporate secretary 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 EHMI 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 EHMI under this Agreement.
(11) A certificate as to the incumbency and authenticity of the signatures of the officers of the Borrowers 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).
(5) Financial statements of Washington and its Subsidiaries, on a consolidated basis, containing a balance sheet as of December 31, 1995, and related statements of income, changes in stockholders' equity and cash flows for the period 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.
(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.
(742) A favorable written opinion of counsel to Borrowers and Lennar (or of separate counsel at the Borrowersoption of Borrowers and Lennar), addressed to Lenders and dated as of the date of this Agreement substantially in the form of Exhibit H attached heretoAgreement, addressed to the Lendercovering such matters as Lenders may reasonably request.
(8) 43) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records in the States of California, Delaware, New Jersey and Virginia for the Borrowers, 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.
(9) An executed copy of the Berkshire Master under this 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.
(1344) Copies of the certificates, documents or other written instruments which that evidence the Borrowers' ’ eligibility described in Section 5.13 hereof9.1, all in form and substance satisfactory to the LenderCredit Agent.
(1445) Copies of the each 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 Borrowers each Borrower as of the date of this Agreement with the related provisions of Section 6.8 hereof7.9.
(1546) 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 the Collateral and ready for filing in all jurisdictions required by the Lendersubstance satisfactory to Credit Agreement.
(1647) Receipt by the Lender Credit Agent and Lenders of any fees due on the date hereof, including, but not limited to, Commitment Fees and document production feesof this Agreement.
(1748) Evidence that all accounts necessary into An executed Electronic Tracking Agreement among Borrowers, Credit Agent and Mortgage Electronic Registration Systems, Inc. (“MERS”), and MERCORP, Inc., pursuant to which Advances Credit Agent will be funded have the authority to, among other things, withdraw Mortgages from the MERS system, if either the Mortgage Loan has been established at registered on the Funding Bank and receipt of a fully executed Funding Bank AgreementMERS system naming Borrowers as servicer or subservicer, or the Mortgage Loan has not yet been registered on the MERS system.
(b) All directorsIf, 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, any Borrower has any indebtedness for 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 has a term of more than one (1) year or is each Borrower, results in an aggregate amount of such indebtedness in excess of Five Hundred Thousand Dollars ($500,000) shall 35,000,000, the Person to whom that Borrower is indebted must have subordinated such indebtedness to the Obligations, by executing executed a Subordination of Debt Agreement, in on the form of Exhibit F heretoprescribed by Credit Agent; and the Lender shall Credit Agent must have received an executed copy of any such that Subordination of Debt Agreement, certified by the corporate secretary of the Borrowers 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 Lender’s obligation of the Lender to make the initial Advance under this Agreement Warehousing 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 Notes and this Agreement duly executed by the BorrowersBorrower.
(2) The Borrowers' Borrower’s articles or certificate of incorporation incorporation, together with all amendments, as certified by the Secretary of State of Delaware and a copy of the Borrowers' bylaws California, Borrower’s bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of the BorrowersBorrower, or a Certificate certificate of the Borrowers Borrower stating that there has been no change in either the Borrower’s articles or certificate 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) within 60 days prior to of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(3) Resolutions A resolution of the board of directors of the Borrowers, certified as of the date of this Agreement by their 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 Borrowers pursuant to Borrower under this Agreement. Washington/Hunt▇▇▇:▇/▇3/96 41.
(4) A certificate of the Borrowers' corporate secretary as to the incumbency and authenticity of the signatures of the officers of the Borrowers Borrower 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)Documents.
(5) Financial statements of Washington and its Subsidiaries, on a consolidated basis, containing a balance sheet as of December 31, 1995, and related statements of income, changes in stockholders' equity and cash flows for the period 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.
(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 favorable written opinion of counsel to the Borrowers, Assumed Name Certificates dated as within 30 days of the date of this Agreement substantially for any assumed name used by Borrower in the form conduct of Exhibit H attached hereto, addressed to the Lenderits business.
(8) 6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records in the States of California, Delaware, New Jersey and Virginia for the Borrowers, 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.
(9) An executed copy of the Berkshire Master under this 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.
(137) Copies of the certificates, documents or other written instruments which evidence the Borrowers' eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Lender.
(14) Copies of the Borrowers' Borrower’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 Borrowers Borrower as of the date of this Agreement with the related provisions of Section 6.8 hereof7.9.
(15) Executed financing statements 8) One or more agreements among Borrower, Lender and F▇▇▇▇▇ M▇▇ in recordable which F▇▇▇▇▇ Mae agrees to send all cash proceeds of Mortgage Loans sold by Borrower to F▇▇▇▇▇ M▇▇ to the Cash Collateral Account, each in form covering the Collateral and ready for filing in all jurisdictions required by the substance satisfactory to Lender.
(169) 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 Bank and receipt of a fully executed Funding Bank this Agreement.
(b) All directorsBorrower must not have incurred any material liabilities, officers and shareholders of the Borrowersdirect or contingent, 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 a term of more other than one (1) year or is in excess of Five Hundred Thousand Dollars ($500,000) shall have subordinated such indebtedness to the Obligations, by executing a Subordination of Debt Agreement, in the form ordinary course of Exhibit F hereto; and its business, since 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 AdvanceAudited Statement Date.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (WMC Finance Co)
Initial Advance. The obligation of the Lender Lenders to make the initial Advance under this Agreement is subject to the satisfaction, in the sole discretion of the LenderLenders, on or before the date thereof of the following conditions precedent:
(a) The Lender Credit Agent shall have received the following, all of which must be satisfactory in form and content to the LenderLenders, in its their sole discretion:
(1) The Notes and A copy of this Agreement duly executed by the Borrowersall parties hereto.
(2) The Borrowers' notes duly executed by the Company.
(3) A copy of the Collateral Agency Agreement duly executed by all parties thereto.
(4) The Company's articles of incorporation as certified by the Secretary of State of Delaware and a copy of the Borrowers' Company's incorporation, bylaws certified by the corporate secretary of the BorrowersCompany, or a Certificate of the Borrowers Company 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 that certain Prior RFC Credit Agreement, and certificates of good standing dated no less recently than ninety (90) 90 days prior to the date of this Agreement.
(35) Resolutions A resolution of the board of directors of the BorrowersCompany, certified as of the date of this Agreement by their 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 Borrowers Company pursuant to this Agreement. Washington/Hunt▇▇▇:▇/▇3/96 41.
(46) A certificate of the Borrowers' Company's corporate secretary as to the incumbency and authenticity of the signatures of the officers of the Borrowers 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 Credit Agent being entitled to rely thereon until a new such certificate has been furnished to the LenderCredit Agent).
(5) Financial statements of Washington and its Subsidiaries, on a consolidated basis, containing a balance sheet as of December 31, 1995, and related statements of income, changes in stockholders' equity and cash flows for the period 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.
(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 favorable written opinion of counsel to the BorrowersCompany (or of separate counsel at the option of the Company), dated as of the date of this Agreement substantially in the form of Exhibit EXHIBIT H attached hereto, addressed to the LenderCredit Agent for the benefit of the Lenders.
(8) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records in the States of California, Delaware, New Jersey and Virginia for the BorrowersCompany, which search searches shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender Credit Agent or as permitted hereunder.
(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 Borrowers' Company's eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the LenderCredit Agent.
(1410) Copies of the Borrowers' 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 LenderCredit Agent, showing compliance by the Borrowers Company as of the date of this Agreement with the related provisions of Section 6.8 hereof.
(1511) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the LenderCredit Agent.
(1612) Receipt by the Lender Credit Agent of any fees all Fees due on the date hereof, including, including but not limited to, Commitment Fees and document production fees, due the Credit Agent and the Lenders on or prior to the date of this Agreement.
(1713) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Bank and receipt of a fully executed Funding Bank Agreement.
(14) An agreement among the Company, the Credit Agent and Fannie Mae, pursuant to which Fannie Mae agrees to send all cash proceeds of Mor▇▇▇▇▇ L▇▇▇s sold by the Company to Fannie Mae to the Cash Collateral Account.
(▇▇) Assumed Name Certificate dated no less recently than 90 days prior to the date of this Agreement for any assumed name used by the Company in the conduct of its business.
(b) All directors, officers and shareholders of the BorrowersCompany, all Affiliates of the Borrowers Company or of any Subsidiary of the BorrowersCompany, to whom or to any of whom the Borrowers Company shall be indebted as of the date of this Agreement, which indebtedness has a term of more than one (1) 1 year or is in excess of Five Hundred Thousand Dollars ($500,000) 25,000 shall have subordinated such indebtedness to the Obligations, by executing a Subordination of Debt Agreement, in the form of Exhibit EXHIBIT F hereto; and the Lender Credit Agent shall have received an executed copy of any such Subordination of Debt Agreement, certified by the corporate secretary of the Borrowers 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 (Mortgage Com 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 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 Notes and this Agreement Loan Documents dated as of the date hereof duly executed by the Borrowers.Company and the Guaranty dated as of even date herewith executed by the Guarantor;
(2) The Borrowers' Certified copies of the Company's 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.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) Resolutions An original resolution of the board of directors of the BorrowersCompany, certified as of the date of this Agreement by their 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 Borrowers Company pursuant to this Agreement. Washington/Hunt▇▇▇:▇/▇3/96 41
; (4) A certificate (in the form of Exhibit "H") of the Borrowers' 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 Borrowers 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 Washington NAB (and its Subsidiaries, on a consolidated basis, ) containing a balance sheet as of December 31, 1995, 1996 (the "Statement Date") and related statements of income, changes in stockholders' equity and cash flows for the period ended on such datethe Statement Date and a balance sheet as of September 30, 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) Financial statements Certified copies of Washington NAB's articles of incorporation and its Subsidiaries, on bylaws and certificates of good standing dated no less recently than ninety (90) days prior to the date of this Agreement and a consolidated basis, containing a balance sheet as certification from the taxing authority of March 31, 1996, related statements the state of income and changes incorporation stating that NAB is in stockholders' equity for the period ended on such date prepared in accordance good standing with GAAP applied on a basis consistent with Washington's most recent audited financial statements.said taxing authority:
(7) A favorable written opinion An original resolution of counsel to the Borrowersboard of directors of NAB, dated certified as of the date of this Agreement substantially 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 H attached hereto"I") of NAB's ----------- corporate secretary as to the resolution of the board of directors of NAB authorizing the execution, addressed 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.);
(8) Uniform Commercial Code10) A tax, tax lien and judgment searches search of the appropriate public records in the States of California, Delaware, New Jersey and Virginia for the BorrowersCompany 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.
(9) An executed copy of the Berkshire Master Agreement.
(10) Executed copies of the Berkshire Master Notes.;
(11) An executed copy Certificates of insurance 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 Borrowers' eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Lender.
(14) Copies of the Borrowers' 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 Borrowers Company as of the date of this Agreement with the related provisions of Section 6.8 hereof.hereof and showing Lender as a joint loss payee or containing an endorsement with a direct loss-payee feature on such policies;
(1512) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender.;
(16) Receipt by the Lender of any fees due on the date hereof, including, but not limited to, Commitment Fees and document production fees.
(1713) Evidence that all accounts necessary into which Advances will be funded have the Funding Account has been established at and pledged to the Funding Bank and receipt of a fully executed Funding Bank Agreement.Lender;
(b14) All directors, officers Evidence that the purchase and shareholders of sale between 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 Company and Pacific Southwest Bank covering certain Eligible Construction Loans has 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 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 Borrowers to be true and complete and in full force and effect as of the date of the Advancebeen consummated.
Appears in 1 contract
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 Notes Structured Facility Note and this Agreement duly executed by the BorrowersBorrower.
(2) The Borrowers' articles Borrower's certificate of incorporation Limited Partnership, together with all amendments, as certified by the Secretary of State of Delaware Delaware, Borrower's partnership agreement, together with all amendments, certified by the General Partner of Borrower, and a copy certificates of good standing dated within 30 days of the Borrowers' date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(3) 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 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, General Partner and certificates of good standing dated no less recently than ninety (90) within 30 days prior to of the date of this Agreement.
(36) Resolutions A resolution of the General Partner's board of directors of the Borrowersdirectors, certified as of the date of this the Agreement by their 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 Borrowers 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. Washington/Hunt▇▇▇:▇/▇3/96 41.
(4) 8) A certificate resolution of the Borrowers' corporate secretary Guarantor's board of directors, certified as to the incumbency and authenticity of the signatures date of the officers Agreement by its corporate secretary, authorizing the execution, delivery and performance of the Borrowers 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 Washington the Guarantor (and its the Guarantor's Subsidiaries, on a consolidated basis, ) containing a proforma balance sheet as of December 31, 1995, and related statements of income, changes in stockholders' equity and cash flows for the period ended on such dateClosing Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods GAAP.
(10) Opinion of counsel for Borrower and audited by independent certified public accountants of recognized standing acceptable Guarantor, in form and substance satisfactory to the Lender.
(611) 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 favorable written opinion of counsel to the Borrowers, Assumed Name Certificates dated as within 30 days of the date of this Agreement substantially for any assumed name used by Borrower in the form conduct of Exhibit H attached hereto, addressed to the Lenderits business.
(8) 12) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records in the States of California, Delaware, New Jersey and Virginia for the Borrowers, 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.
(9) An executed copy of the Berkshire Master under this 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 Borrowers' eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Lender.
(14) Copies of the Borrowers' Borrower'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 Borrowers Borrower as of the date of this Agreement with the related provisions of Section 6.8 hereof7.8.
(1514) Executed financing statements in recordable form covering the Collateral A fully-executed Funding Bank Agreement and ready for filing in all jurisdictions required by the Lender.
(16) 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 evidence that all accounts necessary into which Structured Facility Advances will be funded have been established at the Funding Bank and receipt Bank.
(15) An executed Guaranty by the Guarantor.
(16) Evidence that the private placement of a fully executed Funding Bank Equity Interests in the Guarantor described in the Preliminary Offering Memorandum dated as of June 13, 2003 has been 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) All directors, officers and shareholders of the Borrowers, all Affiliates of the Borrowers or of any Subsidiary of the Borrowers, to whom or If Borrower is indebted to any of whom its partners or Affiliates or any director, officer or shareholder of any partner or any Affiliate of any partner, or to the Borrowers shall be indebted Guarantor, as of the date of this Agreement, which indebtedness has a term of more than one (1) year or the Person to whom Borrower is in excess of Five Hundred Thousand Dollars ($500,000) shall indebted must have subordinated such indebtedness to the Obligations, by executing executed a Subordination of Debt Agreement, in on the form of Exhibit F heretoprescribed by Lender; and the Lender shall must have received an executed copy of any such that Subordination of Debt Agreement, certified by the corporate secretary General Partner of the Borrowers 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 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 Notes Warehousing Note and this Agreement duly executed by the BorrowersBorrower.
(2) The Borrowers' MMA’s articles of incorporation organization, together with all amendments, as certified by the Secretary of State of Delaware and a copy of the Borrowers' bylaws Delaware, MMA’s operating agreement, together with all amendments, certified by the corporate secretary manager 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 AgreementMMA, and certificates of good standing dated no less recently than ninety (90) within 30 days prior to of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(3) Resolutions A resolution, consent or approval of all of the board members of directors of the Borrowers, certified as of the date of this Agreement by their 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 Borrowers pursuant to MMA under this Agreement. Washington/Hunt▇▇▇:▇/▇3/96 41.
(4) A certificate as to the incumbency and authenticity of the Borrowers' signatures of the 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, 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 Borrowers 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 Washington and the date of this Agreement for any assumed name used by Midland Mortgage in the conduct of its Subsidiaries, on a consolidated basis, containing a balance sheet as of December 31, 1995, and related statements of income, changes in stockholders' equity and cash flows for the period 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 Lenderbusiness.
(614) Financial statements MMA Construction’s articles of Washington 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 its Subsidiariescertificates of good standing dated within 30 days of the date of this Agreement, on together with a consolidated basiscertification 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, 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 statementsif applicable.
(715) 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 the BorrowersBorrower, addressed to Lender and dated as of the date of this Agreement substantially in the form of Exhibit H attached heretoAgreement, addressed to the Lendercovering such matters as Lender may reasonably request.
(8) 23) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records in the States of California, Delaware, New Jersey and Virginia for the Borrowers, 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.
(9) An executed copy of the Berkshire Master under this 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.
(1324) Copies of the certificates, documents or other written instruments which that evidence the Borrowers' Borrower’s eligibility described in Section 5.13 hereof9.1, all in form and substance satisfactory to the Lender.
(1425) Copies of the Borrowers' Borrower’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 Borrowers Borrower as of the date of this Agreement with the related provisions of Section 6.8 hereof7.9.
(1526) Executed financing statements in recordable form covering the Collateral A fully-executed Funding Bank Agreement and ready for filing in all jurisdictions required by the Lender.
(16) 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 evidence that all accounts necessary into which Warehousing Advances will be funded have been established at the Funding Bank and receipt of a fully executed Funding Bank AgreementBank.
(b27) All directors, officers and shareholders of the Borrowers, all Affiliates of the Borrowers or Receipt by Lender of any Subsidiary of the Borrowers, to whom or to any of whom the Borrowers shall be indebted as of fees due on the date of this Agreement, which indebtedness has 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 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 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 (Municipal Mortgage & Equity LLC)
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:Agent;
(1b) The Notes with respect to Alimera US, certified copy of resolutions of such Guarantor’s board of directors evidencing approval of (i) the Loan and this Agreement duly executed other transactions evidenced by the Borrowers.Loan Documents; and (ii) the Warrant and transactions evidenced thereby;
(2c) The Borrowers' 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 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 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 (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 certificate of Alimera Sciences (DE), LLC certified by the Secretary of State of the State of Delaware and as of 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 date 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 earlier than ninety thirty (9030) days prior to the date of this Agreement.Effective Date;
(3i) Resolutions 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 Borrowers, certified as of the date of this Agreement by their 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 Borrowers each Lender’s current expenses reimbursable pursuant to this Agreement. Washington/Hunt▇▇▇:▇/▇3/96 41, which amounts may be deducted from the initial Advance; and
(4m) A certificate of the Borrowers' corporate secretary such other documents as to the incumbency and authenticity of the signatures of the officers of the 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)Agent may reasonably request.
(5) Financial statements of Washington and its Subsidiaries, on a consolidated basis, containing a balance sheet as of December 31, 1995, and related statements of income, changes in stockholders' equity and cash flows for the period 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.
(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 favorable 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 searches of the appropriate public records in the States of California, Delaware, New Jersey and Virginia for the Borrowers, 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.
(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 Borrowers' eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Lender.
(14) Copies of the 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 Borrowers as of the date of this Agreement with the related provisions of Section 6.8 hereof.
(15) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender.
(16) 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 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 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 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 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 Lender’s obligation of the Lender to make the initial Advance under this Agreement Warehousing 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 Notes and this Agreement duly executed by the BorrowersBorrower.
(2) The Borrowers' Borrower’s articles or certificate of incorporation incorporation, together with all amendments, as certified by the Secretary of State of Delaware and a copy of the Borrowers' bylaws Delaware, Borrower’s bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of the BorrowersBorrower, or a Certificate certificate of the Borrowers Borrower stating that there has been no change in either the Borrower’s articles or certificate 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) within 60 days prior to of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(3) Resolutions A resolution of the board of directors of the Borrowers, certified as of the date of this Agreement by their 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 Borrowers pursuant to Borrower under this Agreement. Washington/Hunt▇▇▇:▇/▇3/96 41.
(4) A certificate of the Borrowers' corporate secretary as to the incumbency and authenticity of the signatures of the officers of the Borrowers Borrower 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)Documents.
(5) Financial statements of Washington and its Subsidiaries, on a consolidated basis, containing a balance sheet as of December 31, 1995, and related statements of income, changes in stockholders' equity and cash flows for the period 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.
(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 favorable written opinion of counsel to the Borrowers, Assumed Name Certificates dated as within 30 days of the date of this Agreement substantially for any assumed name used by Borrower in the form conduct of Exhibit H attached hereto, addressed to the Lenderits business.
(8) 6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records in the States of California, Delaware, New Jersey and Virginia for the Borrowers, 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.
(9) An executed copy of the Berkshire Master under this 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.
(137) Copies of the certificates, documents or other written instruments which evidence the Borrowers' eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Lender.
(14) Copies of the Borrowers' Borrower’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 Borrowers Borrower as of the date of this Agreement with the related provisions of Section 6.8 hereof7.9.
(15) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender.
(16) 8) 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 Bank and receipt of a fully executed Funding Bank this Agreement.
(b) All directorsIf, 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, Borrower has any indebtedness for borrowed money to any of its directors, officers, shareholders or Affiliates, which indebtedness has a term of more than one (1) 1 year or is in excess of Five Hundred Thousand Dollars ($500,000) shall 25,000, the Person to whom Borrower is indebted must have subordinated such indebtedness to the Obligations, by executing executed a Subordination of Debt Agreement, in on the form of Exhibit F heretoprescribed by Lender; and the Lender shall must have received an executed copy of any such that Subordination of Debt Agreement, certified by the corporate secretary or assistant secretary of the Borrowers Borrower to be true and complete and in full force and effect as of the date of the Warehousing Advance.
(c) Borrower must not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, since the Audited Statement Date.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Commercial Capital Bancorp Inc)