Initial Advance. The obligation of Credit Agent to make the initial Advance under this Agreement is subject to the satisfaction, in the sole discretion of Credit Agent, of the following conditions precedent: (a) Credit Agent must receive the following, all of which must be satisfactory in form and content to Credit Agent, in its sole discretion: (1) The Notes and this Agreement, duly executed by Borrower. (2) The Lennar Undertaking, on the form prescribed by Lender, duly executed by Lennar. (3) All certificates and instruments representing or evidencing the Pledged Shares, together with stock powers or other instruments of assignment, duly completed in blank (4) UAMC's articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida; UAMC's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of UAMC; and certificates of good standing dated within 60 days of the date of this Agreement. (5) A resolution of the board of directors of 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 UAMC under this Agreement. (6) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMC executing this Agreement and the other Loan Documents, and of the officers and employees of UAMC delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent). (7) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by UAMC in the conduct of its business. (8) EHMI's articles of incorporation, together with all amendments, as certified by the Secretary of State of Washington; EHMI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of EHMI; and certificates of good standing dated within 30 days of the date of this Agreement. (9) A resolution of the board of directors of 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 on that certificate until a new incumbency certificate has been furnished to Lender). (27) Financial statements of Lennar containing a balance sheet as of November 30, 2000, and related statements of income, changes in stockholders' equity and cash flows for the period ended on 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 Lender. (28) A favorable written opinion of counsel to each Borrower and Lennar, addressed to Lenders and dated as of the date of this Agreement, covering such matters as Credit Agent may reasonably request. (29) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Credit Agent or as permitted under this Agreement. (30) Copies of the certificates, documents or other written instruments that evidence each Borrower's eligibility described in Section 2.3, all in form and substance satisfactory to Credit Agent. (31) Copies of each Borrower's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by each Borrower as of the date of this Agreement with the related provisions of Section 8.9. (32) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by Credit Agent. (33) Receipt by Credit Agent and Lenders of any fees due on the date of this Agreement. (34) An agreement among each Borrower that is selling Loans to ▇▇▇▇▇▇ ▇▇▇, Lender and ▇▇▇▇▇▇ Mae, pursuant to which ▇▇▇▇▇▇ ▇▇▇ agrees to send all cash proceeds of Mortgage Loans sold by such Borrower to ▇▇▇▇▇▇ Mae to the Cash Collateral Account. (35) An executed Funding 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) If any Borrower is indebted to any of its directors, officers, shareholders or Affiliates, as of the date of this Agreement, which indebtedness is in excess of $35,000,000, the Person to whom that Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Credit Agent; and Credit Agent must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary of the respective Borrower to be true and complete and in full force and effect as of the date of the Advance.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Lennar Corp /New/)
Initial Advance. The obligation of Credit Agent the Lender to make the initial Advance under this Agreement is subject to the satisfaction, in the sole discretion of Credit Agentthe Lender, on or before the date thereof of the following conditions precedent:
(a) Credit Agent must receive The Lender shall have received the following, all of which must be satisfactory in form and content to Credit Agentthe Lender, in its sole discretion:
(1) The Notes and this Agreement, Agreement duly executed by Borrowerthe Company.
(2) The Lennar Undertaking, on the form prescribed by Lender, duly executed by Lennar.
(3) All certificates and instruments representing or evidencing the Pledged Shares, together with stock powers or other instruments of assignment, duly completed in blank
(4) UAMCCompany's articles of incorporation, together with all amendments, incorporation as certified by the Secretary of State of Florida; UAMCthe Company's bylawsincorporation, together with all amendments, bylaws certified by the corporate secretary of the Company, or assistant secretary a Certificate of UAMC; the Company stating that there has been no change in either the articles of incorporation or bylaws since those delivered in connection with that certain Warehousing Credit and Security Agreement dated April 15, 1992, and certificates of good standing dated within 60 no less recently than ninety (90) days of prior to the date of this Agreement.
(53) A An original resolution of the board of directors of UAMC the Company, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMC under the Company pursuant to this Agreement.
(64) A certificate of the Company's corporate secretary as to the incumbency and authenticity of the signatures of the officers of UAMC the Company 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 under this Agreement pursuant hereto (Credit Agent the Lender being entitled to rely on that certificate thereon until a new incumbency such certificate has been furnished to Credit Agentthe Lender).. 148
(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 on that certificate until a new incumbency certificate has been furnished to Lender).
(275) Financial statements of Lennar the Company (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of November 30December 31, 20001994, and related statements of income, changes in stockholders' equity and cash flows for the period ended on the that 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.
(286) Financial statements of the Company (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of June 30, 1995, related statements of income and changes in stockholders' equity for the period ended on such date prepared, except as disclosed on the financial statements, in accordance with GAAP applied on a basis consistent with the Company's most recent audited financial statements.
(7) A favorable written opinion of counsel to each Borrower and Lennarthe Company, addressed to Lenders and dated as of the date of this AgreementAgreement substantially in the form of Exhibit H attached hereto, covering such matters as Credit Agent may reasonably requestaddressed to the Lender.
(29) Uniform Commercial Code8) In the state of incorporation of the Company, tax a tax, lien and judgment searches search of the appropriate public records for each Borrower that do the Company, including a search of Uniform Commercial Code financing statements, which search shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of Credit Agent the Lender or as permitted under this Agreementhereunder.
(309) Copies of the certificates, documents or other written instruments that which evidence each Borrowerthe Company's eligibility described in Section 2.35.13 hereof or a certificate from the Company stating there has been no change in such eligibility since those delivered in connection with the Original Agreement, all in form and substance satisfactory to Credit Agentthe Lender.
(3110) Copies of each Borrower's Certificate from the Company stating its errors and omissions insurance policy or mortgage impairment insurance policy, policy and blanket bond coverage policy, or certificates policy are in lieu of policies, showing compliance by each Borrower as of the date of this Agreement with the related provisions of Section 8.9.6.8 hereof. 149
(3211) Executed amendments to the financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by Credit Agentthe Lender.
(3312) Receipt by Credit Agent and Lenders the Lender of any fees the Commitment Fee due on the date of this Agreementhereof, if any.
(3413) An agreement among each Borrower Evidence that is selling Loans to ▇▇▇▇▇▇ ▇▇▇, Lender all accounts necessary into which Advances will be funded have been established at the Funding Bank and ▇▇▇▇▇▇ Mae, pursuant to which ▇▇▇▇▇▇ ▇▇▇ agrees to send all cash proceeds receipt of Mortgage Loans sold by such Borrower to ▇▇▇▇▇▇ Mae to the Cash Collateral Account.
(35) An a fully 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) If All directors, officers and shareholders of the Company, all Affiliates of the Company or of any Borrower is indebted Subsidiary of the Company, to whom or to any of its directors, officers, shareholders or Affiliates, whom the Company shall be indebted as of the date of this Agreement, which shall have subordinated such indebtedness is in excess of $35,000,000to the Obligations, the Person to whom that Borrower is indebted must have executed by executing a Subordination of Debt Agreement, on in the form prescribed by Credit Agentof Exhibit F hereto; provided, however, that earned salaries and bonuses and expense reimbursements owed to officers of the Company shall be excluded from this requirement; and Credit Agent must the Lender shall have received an executed copy of that any such Subordination of Debt Agreement, certified by the corporate secretary of the respective Borrower Company to be true and complete and in full force and effect as of the date of the Advance. Unsecured indebtedness of the Company to its Affiliates for warehousing purposes and unclaimed bondholder funds held and administered by the Company for its Subsidiaries are not required to be subordinated under the terms of this Section.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (U S Home Corp /De/)
Initial Advance. The obligation of Credit Agent the Lenders to make the initial Advance under this Agreement is subject to the satisfaction, in receipt by the sole discretion of Credit Agent, Agent and the Lenders of the following documents (in sufficient original counterparts, other than the Notes, for each Lender) and satisfaction of the other conditions precedentprovided in this Section 10(a), each of which shall be satisfactory to the Agent in form and substance:
(ai) Credit Agent must receive A certificate of the followingSecretary or an Assistant Secretary of each Loan Party setting forth (A) resolutions of its board of directors with respect to the authorization of such Loan Party to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, all (B) the officers of which must be satisfactory in form and content to Credit Agent, in its sole discretion:
each Loan Party (1) The Notes who are authorized to sign the Loan Documents to which such Loan Party is a party and this Agreement, duly executed by Borrower.
(2) The Lennar Undertakingwho will, on until replaced by another officer or officers duly authorized for that purpose, act as its representative for the form prescribed by Lender, duly executed by Lennar.
(3) All certificates purposes of signing documents and instruments representing or evidencing the Pledged Shares, together giving notices and other communications in connection with stock powers or other instruments of assignment, duly completed in blank
(4) UAMC's articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida; UAMC's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of UAMC; and certificates of good standing dated within 60 days of the date of this Agreement.
(5) A resolution of the board of directors of UAMC authorizing the execution, delivery and performance of this Agreement and the other transactions contemplated hereby, (C) specimen signatures of the authorized officers, and (D) the organization documents, and the certificate of formation of each Loan DocumentsParty, each Advance Request certified as being true and all other agreements, instruments or documents complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives notice in writing from the Borrower to be delivered by UAMC under this Agreementthe contrary.
(6ii) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of each Loan Party.
(iii) [Intentionally deleted]
(iv) The Notes, duly completed and executed.
(v) The Security Instruments or amendments thereto or ratifications thereof, including with respect to those described on Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(vi) A certificate as to the incumbency and authenticity of insurance coverage of the signatures of the officers of UAMC executing this Agreement and the other Loan Documents, and of the officers and employees of UAMC delivering Parties evidencing that 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 AgentLoan Party carries insurance in accordance with Section 9(r).
(7vii) Assumed Name Certificates dated within 30 days The Agent shall have obtained appropriate UCC searches the result of which are satisfactory to the date of this Agreement for any assumed name used by UAMC in the conduct of its businessAgent.
(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.
(9viii) 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 on that certificate until a new incumbency certificate has been furnished to Lender).
(27) Financial statements of Lennar containing a balance sheet as of November 30, 2000, and related statements of income, changes in stockholders' equity and cash flows for the period ended on 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 Lender.
(28) A favorable written opinion of counsel to each Borrower and Lennar, addressed to Lenders and dated as of the date of this Agreement, covering such matters as Credit Agent may reasonably request.
(29) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Credit Agent or as permitted under this Agreement.
(30) Copies of the certificates, documents or other written instruments that evidence each Borrower's eligibility described in Section 2.3, all All consents in form and substance satisfactory to Credit Agentall Lenders and of all Persons required by the Lenders.
(31ix) Copies The Agent shall have received, in form and substance satisfactory to the Agent, (A) the Eagle Ford Acquisition Documents, (B) evidence that the Eagle Ford Acquisition will close concurrently with this Agreement, (C) title information as the Agent may reasonably require setting forth the status of each Borrower's errors title to the Oil and omissions insurance policy or mortgage impairment insurance policy, Gas Properties acquired under the Eagle Ford Acquisition Documents and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by each Borrower as of (D) a Mortgage covering the date of this Agreement with Oil and Gas Properties acquired under the related provisions of Section 8.9Eagle Ford Acquisition Documents.
(32x) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by Credit Agent.[Intentionally deleted]
(33xi) Receipt by Credit Agent Such other documents, in form and Lenders of any fees due on the date of this Agreement.
(34) An agreement among each Borrower that is selling Loans to ▇▇▇▇▇▇ ▇▇▇, Lender and ▇▇▇▇▇▇ Mae, pursuant to which ▇▇▇▇▇▇ ▇▇▇ agrees to send all cash proceeds of Mortgage Loans sold by such Borrower to ▇▇▇▇▇▇ Mae substance satisfactory to the 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) If any Borrower is indebted to any of its directors, officers, shareholders or AffiliatesAgent, as of the date of this Agreement, which indebtedness is in excess of $35,000,000, Agent or any Lender or special counsel to the Person to whom that Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Credit Agent; and Credit Agent must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary of the respective Borrower to be true and complete and in full force and effect as of the date of the Advancemay reasonably request.
Appears in 1 contract
Initial Advance. The obligation of Credit Agent the Lender to make the initial --------------- Advance under this Agreement is subject to the satisfaction, in the sole reasonable discretion of Credit Agentthe Lender, on or before the date thereof, of the following conditions precedent:
(a) Credit Agent must receive The Lender shall have received the following, all of which must be satisfactory in form and content to Credit Agentthe Lender, in its sole reasonable discretion:
(1) The Notes and this Agreement, Loan Documents dated as of the date hereof duly executed by Borrower.the Company and the Guaranty dated as of even date herewith executed by the Guarantor;
(2) The Lennar Undertaking, on Certified copies of 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) UAMCCompany's articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida; UAMC's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of UAMC; incorporation and bylaws and certificates of good standing dated within 60 no less recently than ninety (90) days of 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:
(53) A An original resolution of the board of directors of UAMC the Company, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMC under the Company pursuant to this Agreement.
; (64) A certificate (in the form of Exhibit "H") of the Company's ----------- corporate secretary as to the incumbency and authenticity of the signatures of the officers of UAMC executing this Agreement and the other Loan Documents, and of the officers and employees of UAMC delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent).
(7) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by UAMC in the conduct of its business.
(8) EHMI's articles of incorporation, together with all amendments, as certified by the Secretary of State of Washington; EHMI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of EHMI; and certificates of good standing dated within 30 days of the date of this Agreement.
(9) A resolution of the board of directors of EHMI the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request Documents 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 the Company executing this Agreement and the other Loan Documents, Documents and of the officers and employees of EHMI delivering each Request for Advance Request and all other agreements, instruments or documents to be delivered under this Agreement pursuant hereto (Credit Agent the Lender being entitled to rely on that certificate thereon until a new incumbency such certificate has been furnished to Credit Agentthe Lender).;
(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 on that certificate until a new incumbency certificate has been furnished to Lender).
(275) Financial statements of Lennar NAB (and its Subsidiaries, on a consolidated basis) containing a balance sheet as of November 30December 31, 2000, 1996 (the "Statement Date") and related statements of income, changes in stockholders' equity and cash flows for the period ended on the that dateStatement 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.;
(286) A favorable written opinion Certified copies of counsel NAB's articles of incorporation and bylaws and certificates of good standing dated no less recently than ninety (90) days prior to each Borrower the date of this Agreement and Lennara certification from the taxing authority of the state of incorporation stating that NAB is in good standing with said taxing authority:
(7) An original resolution of the board of directors of NAB, addressed to Lenders and dated certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of the Guaranty and all other instruments or documents to be delivered by NAB pursuant to this Agreement, covering such matters as Credit Agent may reasonably request.;
(298) A certificate (in the form of Exhibit "I") Uniform Commercial Codeof NAB's ----------- corporate secretary as to the resolution of the board of directors of NAB authorizing the execution, tax delivery and performance of the Guaranty and the incumbency and authenticity of the signatures of the officers of NAB executing the Guaranty and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender);
(10) A tax, lien and judgment searches search of the appropriate public records for each Borrower that do the Company and NAB, including a search of Uniform Commercial Code financing statements, which search shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of Credit Agent the Lender or as permitted under this Agreement.hereunder;
(3011) Copies Certificates of insurance of the certificates, documents or other written instruments that evidence each Borrower's eligibility described in Section 2.3, all in form and substance satisfactory to Credit Agent.
(31) Copies of each BorrowerCompany's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates all in lieu of policiesform and content satisfactory to the Lender, showing compliance by each Borrower the Company as of the date of this Agreement with the related provisions of Section 8.9.6.8 hereof and showing Lender as a joint loss payee or containing an endorsement with a direct loss-payee feature on such policies;
(3212) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by Credit Agent.the Lender;
(3313) Receipt by Credit Agent Evidence that the Funding Account has been established and Lenders of any fees due on pledged to the date of this Agreement.Lender;
(3414) An agreement among each Borrower Evidence that is selling the purchase and sale between the Company and Pacific Southwest Bank covering certain Eligible Construction Loans to ▇▇▇▇▇▇ ▇▇▇, Lender and ▇▇▇▇▇▇ Mae, pursuant to which ▇▇▇▇▇▇ ▇▇▇ agrees to send all cash proceeds of Mortgage Loans sold by such Borrower to ▇▇▇▇▇▇ Mae to the Cash Collateral Account.
(35) An executed Funding 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 systemconsummated.
(b) If any Borrower is indebted to any of its directors, officers, shareholders or Affiliates, as of the date of this Agreement, which indebtedness is in excess of $35,000,000, the Person to whom that Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Credit Agent; and Credit Agent must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary of the respective Borrower to be true and complete and in full force and effect as of the date of the Advance.
Appears in 1 contract
Initial Advance. The obligation effectiveness of Credit Agent to make the initial Advance under this Agreement is subject to the satisfaction, in the sole discretion of Credit Agent, of the following conditions precedent:
(a) Credit Agent must receive the following, all of which must be satisfactory in form and content to Credit Agent, in its sole discretion:
(1) The Fee Letters, the Warehousing Notes respectively payable to each Lender, and this Agreement, duly executed by Borrowerthe Borrowers.
(2) The Lennar UndertakingEach Borrower’s organizational documents, on the form prescribed certified as true and complete by Lender, duly executed by Lennaran appropriate officer or other Person.
(3) All certificates Certificates of legal existence and instruments representing or evidencing good standing from the Pledged Shares, together with stock powers or other instruments District of assignment, duly completed in blank
(4) UAMC's articles of incorporation, together with all amendments, as certified by Columbia for GPF and the Secretary of State of Florida; UAMC's bylawsDelaware for W&D, together with all amendments, certified by the corporate secretary or assistant secretary of UAMC; and certificates of good standing dated within 60 thirty (30) days of the date of this Agreement.
(54) A resolution Such certificates of resolutions or other action, incumbency certificates and/or other certificates of responsible officers of each Borrower as Credit Agent may require evidencing (A) the board authority of directors of UAMC authorizing the execution, delivery and performance of each Borrower to enter into this Agreement and the other Loan DocumentsDocuments to which such Borrower is a party and (B) the identity, authority and capacity of each Advance Request and all other agreements, instruments or documents Authorized Representative thereof authorized to be delivered by UAMC under this Agreement.
(6) A certificate act as to the incumbency and authenticity of the signatures of the officers of UAMC executing an Authorized Representative in connection with this Agreement and the other Loan Documents, and of the officers and employees of UAMC delivering each Advance Request and all other agreements, instruments or documents Documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until which such Borrower is a new incumbency certificate has been furnished to Credit Agent)party.
(75) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by UAMC Borrower 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 on that certificate until a new incumbency certificate has been furnished to Lender).
(27) Financial statements of Lennar containing a balance sheet as of November 30, 2000, and related statements of income, changes in stockholders' equity and cash flows for the period ended on 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 Lender.
(28) A favorable written opinion of counsel to each Borrower and Lennar, addressed to Lenders and dated as of the date of this Agreement, covering such matters as Credit Agent may reasonably request.
(296) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Credit Agent or as permitted under this Agreement.
(30) Copies of the certificates, documents or other written instruments that evidence each Borrower's eligibility described in Section 2.3, all in form and substance satisfactory to Credit Agent.
(317) Copies of each Borrower's ’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by each such Borrower as of the date of this Agreement with the related provisions of Section 8.97.9.
(32) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by Credit Agent.
(33) 8) Receipt by Credit Agent and Lenders of any fees due on the date of this Agreement pursuant to the Fee Letters.
(9) An opinion from counsel for each Borrower in form and substance satisfactory to Credit Agent concerning, among other matters (i) the legal existence, good standing and qualification to business of each Borrower, (ii) the power and authority of each Borrower to enter into and perform the Loan Documents to which it is a party, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of each Borrower to do so, (v) the enforceability of each Borrower’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against either Borrower, (vii) the validity and perfection of Credit Agent’s Lender’s security interest in the Collateral, (viii) the non-contravention of Borrowers’ obligations under the Loan Documents under the Borrowers’ charter documents or under any agreements or legal proceedings to which either of them is a party or by which either of them is bound, and (ix) such other matters as Credit Agent reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement.
(3410) An agreement among each Borrower that is selling Loans Copies of such documentation concerning Borrower’s status as a DUS lender as Credit Agent shall request, including any amendments to ▇▇▇▇▇▇ ▇▇▇, Lender and ▇▇▇▇▇▇ Mae, pursuant to which the W&D ▇▇▇▇▇▇ ▇▇▇ agrees DUS Agreements entered into subject to send all cash proceeds the Existing Agreement.
(11) Copies of Mortgage Loans sold by such Borrower to documentation concerning W&D’s status as a ▇▇▇▇▇▇▇ Mae Mac Program Plus seller and servicer, if applicable, as Credit Agent shall request, including all amendments to any such documents entered into subsequent to the Cash Collateral Account.
(35) An executed Funding Bank Existing Agreement.
(3612) An executed Electronic Tracking Agreement among Borrowers, Such financial statements and other information as Credit Agent and Mortgage Electronic Registration Systems, Inc. ("MERS"), and MERCORP, Inc., pursuant to which Credit Agent will shall 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 systemreasonably requested.
(b13) If any Borrower is indebted Such other documents as Credit Agent reasonably may require, duly executed and delivered, and evidence satisfactory to any of its directors, officers, shareholders or Affiliates, as Credit Agent of the date occurrence of this Agreement, which indebtedness is in excess of $35,000,000, any further conditions precedent to the Person to whom that Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Credit Agent; and Credit Agent must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary closing of the respective Borrower to be true and complete and in full force and effect as of the date of the Advancecredit facility established hereby.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Walker & Dunlop, Inc.)
Initial Advance. The obligation of Credit Agent the Lender to make the initial --------------- Advance under this Agreement is subject to the satisfaction, in the sole discretion of Credit Agentthe Lender, on or before the date thereof of the following conditions precedent:
(a) Credit Agent must receive The Lender shall have received the following, all of which must be satisfactory in form and content to Credit Agentthe Lender, in its sole discretion::()
(1) The Notes and this Agreement, Agreement duly executed by Borrowerthe Company.
(2) The Lennar Undertaking, on the form prescribed by Lender, duly executed by Lennar.
(3) All certificates and instruments representing or evidencing the Pledged Shares, together with stock powers or other instruments of assignment, duly completed in blank
(4) UAMCCompany's articles of incorporation, together with all amendments, incorporation as certified by the Secretary of State of Florida; UAMC's bylawsColorado, together with all amendments, bylaws certified by the corporate secretary of the Company, or assistant secretary a Certificate of UAMC; the Company stating that there has been no change in either the articles of incorporation or bylaws since those delivered in connection with the RFC Conduit Credit Agreement and certificates of good standing dated within 60 no less recently than ninety (90) days of prior to the date of this Agreement.
(53) A resolution of the board of directors of UAMC the Company, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMC under the Company pursuant to this Agreement.
(64) A certificate of the Company's corporate secretary as to the incumbency and authenticity of the signatures of the officers of UAMC the Company 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 under this Agreement pursuant hereto (Credit Agent the Lender being entitled to rely on that certificate thereon until a new incumbency such 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 on that certificate until a new incumbency certificate has been furnished to Lender).
(275) Financial statements of Lennar the Company (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of November 30December 31, 20001994, and related statements of income, changes in stockholders' equity and cash flows for the period ended on the that 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.
(286) Financial statements of the Company (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of October 31, 1995, related statements of income and changes in stockholders' equity for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with the Company's most recent audited financial statements.
(7) A favorable written opinion of counsel to each Borrower and Lennarthe Company, addressed to Lenders and dated as of the date of this AgreementAgreement substantially in the form of Exhibit ------- H attached hereto, covering such matters as Credit Agent may reasonably request.addressed to the Lender. -
(29) 8) A Uniform Commercial Code, tax lien and judgment searches search of the appropriate public records for each Borrower that do the Company, which search shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of Credit Agent the Lender or as permitted under this Agreementhereunder.
(309) Copies of the certificates, documents or other written instruments that which evidence each Borrowerthe Company's eligibility described in Section 2.35.13 hereof, all in form and substance satisfactory to Credit Agentthe Lender.
(3110) Copies of each Borrowerthe 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 each Borrower the Company as of the date of this Agreement with the related provisions of Section 8.96.8 hereof.
(3211) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by Credit Agentthe Lender.
(3312) Receipt by Credit Agent and Lenders the Lender of any fees due on the date of this Agreementhereof, including, but not limited to, Commitment Fees and document production fees.
(3413) An agreement among each Borrower Evidence that is selling Loans to ▇▇▇▇▇▇ ▇▇▇, Lender all accounts necessary into which Advances will be funded have been established at the Funding Bank and ▇▇▇▇▇▇ Mae, pursuant to which ▇▇▇▇▇▇ ▇▇▇ agrees to send all cash proceeds receipt of Mortgage Loans sold by such Borrower to ▇▇▇▇▇▇ Mae to the Cash Collateral Account.
(35) An a fully executed Funding Bank Agreement.
(3614) An executed Electronic Tracking A copy of an Acknowledgment Agreement among Borrowersfrom FNMA in form and substance satisfactory to the Lender, Credit Agent and Mortgage Electronic Registration Systems, Inc. ("MERS"), and MERCORP, Inc., pursuant to which Credit Agent will have acknowledging 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) If any Borrower is indebted to any of its directors, officers, shareholders or Affiliates, as validity of the date of this AgreementLender's security interest in the Servicing Contracts included in the Servicing Collateral, which indebtedness is in excess of $35,000,000, the Person to whom that Borrower is indebted must have duly executed a Subordination of Debt Agreement, on the form prescribed by Credit Agent; and Credit Agent must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary of the respective Borrower to be true Company and complete and in full force and effect as of the date of the AdvanceFNMA.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (National Mortgage Corp)
Initial Advance. The obligation of Credit Agent to make the initial Advance under this Agreement is subject to the satisfaction, in the sole discretion of Credit Agent, of the following conditions precedent:
(a) Credit Agent must receive the following, all of which must be satisfactory in form and content to Credit Agent, in its sole discretion:
(1) The Notes Notes, this Agreement and this the Collateral Agency Agreement, duly executed by Borrower.
(2) The Lennar Undertaking, on the form prescribed by Lender, duly executed by Lennar.
(3) All certificates and instruments representing or evidencing the Pledged Shares, together with stock powers or other instruments of assignment, duly completed in blank
(4) UAMCBorrower's articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida; UAMCMaryland, and Borrower's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of UAMC; Borrower and certificates of good standing dated within 60 30 days of the date of this Agreement.
(53) A resolution of the board of directors of UAMC 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 UAMC Borrower under this Agreement.
(64) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMC Borrower executing this Agreement and the other Loan Documents, and of the officers and employees of UAMC Borrower delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent and Collateral Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent and Collateral Agent).
(75) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by UAMC Borrower 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.
(96) 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 on that certificate until a new incumbency certificate has been furnished to Lender).
(27) Financial Fiscal year-end financial statements of Lennar Borrower (and, if applicable, Borrower's Subsidiaries, on a consolidated basis) containing a balance sheet as of November 30December 31, 2000, and related statements of income, cash flows and changes in stockholders' equity and cash flows for the period ended on the that 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 LenderCredit Agent.
(7) Interim financial statements of Borrower (and, if applicable, Borrower's Subsidiaries, on a consolidated basis) containing a balance sheet as of February 28) , 2001, related statements of 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 Borrower's most recent audited financial statements.
(8) A favorable written opinion of counsel to each Borrower and LennarBorrower, addressed to Lenders and dated as of the date of this Agreement, covering such matters as Credit Agent may reasonably request.
(299) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Credit Agent or as permitted under this Agreement.
(3010) Copies of the certificates, documents or other written instruments that evidence each Borrower's eligibility described in Section 2.3, all in form and substance satisfactory to Credit Agent.
(3111) Copies of each Borrower's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by each Borrower as of the date of this Agreement with the related provisions of Section 8.9.
(3212) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by Credit Agent.
(3313) Receipt by Credit Agent and Lenders of any fees due on the date of this Agreement.
(3414) An agreement among A copy of acknowledgment agreements from each Borrower that is selling Loans to of Fannie Mae and Freddie Mac in form and substanc▇ ▇▇▇▇▇▇ s▇▇▇, Lender and ▇▇▇▇▇▇ Mae, pursuant tory to which ▇▇▇▇▇▇ ▇▇▇ agrees to send all cash proceeds of Mortgage Loans sold by such Borrower to ▇▇▇▇▇▇ Mae to the Cash Collateral Account.
(35) An executed Funding 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 acknowledging the validity of Credit Agent will have Agent's security interest in 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) If any Borrower is indebted to any of its directors, officers, shareholders or Affiliates, as portions of the date of this Agreement, which indebtedness is in excess of $35,000,000, the Person to whom Collateral that Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Credit Agent; constitute Fannie Mae and Credit Agent must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary of the respective Borrower to be true and complete and in full force and effect as of the date of the 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 Credit Agent the Lender to make the initial --------------- Advance under this Agreement is subject to the satisfaction, in the sole discretion of Credit Agentthe Lender, on or before the date thereof, of the following conditions precedent:
(a) Credit Agent must receive The Lender shall have received the following, all of which must be satisfactory in form and content to Credit Agentthe Lender, in its sole discretion:
(1) The Notes and this Agreement, Loan Documents dated as of the date hereof duly executed by Borrower.the Company;
(2) The Lennar Undertaking, on Certified copies of 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) UAMCCompany's articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida; UAMC's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of UAMC; incorporation and bylaws and certificates of good standing dated within 60 no less recently than ninety (90) days of 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;
(53) A An original resolution of the board of directors of UAMC the Company, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMC under the Company pursuant to this Agreement.;
(64) A certificate (in the form of Exhibit "J") of the Company's ----------- corporate secretary as to the incumbency and authenticity of the signatures of the officers of UAMC executing this Agreement and the other Loan Documents, and of the officers and employees of UAMC delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent).
(7) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by UAMC in the conduct of its business.
(8) EHMI's articles of incorporation, together with all amendments, as certified by the Secretary of State of Washington; EHMI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of EHMI; and certificates of good standing dated within 30 days of the date of this Agreement.
(9) A resolution of the board of directors of EHMI the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request Documents 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 the Company executing this Agreement and the other Loan Documents, Documents and of the officers and employees of EHMI delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement pursuant hereto (Credit Agent the Lender being entitled to rely on that certificate thereon until a new incumbency such certificate has been furnished to Credit Agentthe Lender).;
(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 on that certificate until a new incumbency certificate has been furnished to Lender).
(275) Financial statements of Lennar the Company (and its Subsidiaries, on a consolidated basis) containing a balance sheet as of November 30December 31, 2000, 1998 (the "Statement Date") and related statements of income, changes in stockholders' , equity and cash flows for the period ended on the that dateStatement Date and a balance sheet as of April 30, 1999 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Lender.;
(287) A favorable written opinion of counsel to each Borrower and Lennartax, addressed to Lenders and dated as of the date of this Agreement, covering such matters as Credit Agent may reasonably request.
(29) Uniform Commercial Code, tax lien and judgment searches search of the appropriate public records for each Borrower that do the Company, including a search of Uniform Commercial Code financing statements, which search shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of Credit Agent the Lender or as permitted under this Agreement.hereunder;
(30) 8) Copies of the certificates, documents or other written instruments that which evidence each Borrowerthe Company's eligibility described in Section 2.35.11 hereof, all in form and substance satisfactory to Credit Agent.the Lender;
(319) Copies of each Borrowerthe Company's errors and omissions insurance policy or mortgage impairment insurance policy, policy and blanket bond coverage policy, or certificates all in lieu of policiesform and content satisfactory to the Lender, showing compliance by each Borrower the Company as of the date of this Agreement with the related provisions of Section 8.9.6.8 hereof and showing Lender as an additional loss payee on such policies;
(3210) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by Credit Agent.the Lender;
(3311) Receipt by Credit Agent and Lenders of any fees due on Evidence that the date of this Agreement.
(34) An agreement among each Borrower that is selling Loans to ▇▇▇▇▇▇ ▇▇▇, Lender and ▇▇▇▇▇▇ Mae, pursuant to which ▇▇▇▇▇▇ ▇▇▇ agrees to send all cash proceeds of Mortgage Loans sold by such Borrower to ▇▇▇▇▇▇ Mae to the Cash Collateral Account.
(35) An executed Funding 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 Account has been registered on established with the MERS system naming Borrower as servicer or subservicer, or the Mortgage Loan has not yet been registered on the MERS systemLender.
(b) If any Borrower is indebted to any of its directors, officers, shareholders or Affiliates, as of the date of this Agreement, which indebtedness is in excess of $35,000,000, the Person to whom that Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Credit Agent; and Credit Agent must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary of the respective Borrower to be true and complete and in full force and effect as of the date of the Advance.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Iown Holdings Inc)
Initial Advance. The obligation of Credit Agent the Lender to make the initial Advance under this Agreement is subject to the satisfaction, in the sole discretion of Credit Agentthe Lender, on or before the date thereof, of the following conditions precedent:
(a) Credit Agent must receive The Lender shall have received the following, all of which must be satisfactory in form and content to Credit Agentthe Lender, in its sole discretion:
(1) The Notes and this Agreement, Loan Documents dated as of the date hereof duly executed by Borrower.the Company;
(2) The Lennar Undertaking, on the form prescribed by Lender, duly executed by Lennar.
(3) All certificates and instruments representing or evidencing the Pledged Shares, together with stock powers or other instruments Certified copies of assignment, duly completed in blank
(4) UAMCeach Company's articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida; UAMC's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of UAMC; formation and membership agreement and certificates of good standing dated within 60 no less recently than ninety (90) days prior to the date of this Agreement and a certification from the taxing authority of the state of formation stating that the Company is in good standing with said taxing authority;
(3) An original resolution of the members of each Company, certified as of the date of this Agreement.
(5) A resolution of Agreement by the board of directors of UAMC Company's managing member, 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 under the Company pursuant to this Agreement.;
(64) A certificate (in the form of Exhibit J) of each Company's managing member as to the incumbency and authenticity of the signatures of the officers of UAMC executing this Agreement and the other Loan Documents, and of the officers and employees of UAMC delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent).
(7) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by UAMC in the conduct of its business.
(8) EHMI's articles of incorporation, together with all amendments, as certified by the Secretary of State of Washington; EHMI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of EHMI; and certificates of good standing dated within 30 days of the date of this Agreement.
(9) A resolution of the board members 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.Company
(105) 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 on that certificate until a new incumbency certificate has been furnished to Lender).
(27) Consolidated Financial statements of Lennar the Company (and their Subsidiaries, on a consolidated basis) containing a an audited balance sheet as of November 3015, 2000, 1999 (the "Statement Date") and related statements of income, changes in stockholderspartners' equity and cash flows for the period ended on the that dateStatement 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.;
(286) A favorable written opinion of outside counsel to each Borrower and Lennarthe Company, addressed to Lenders and dated as of the date of this Agreement, covering such matters as Credit Agent may reasonably request.to be in substantially the form of Exhibit M hereto, and addressed to the Lender;
(297) Uniform Commercial CodeA tax, tax lien and judgment searches search of the appropriate public records for each Borrower that do Company, including a search of Uniform Commercial Code financing statements, which search shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of Credit Agent the Lender or as permitted under this Agreement.hereunder;
(30) 8) Copies of the certificates, documents or other written instruments that which evidence each BorrowerCompany's eligibility described in Section 2.35.11 hereof, all in form and substance satisfactory to Credit Agent.
(31) Copies of each Borrower's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by each Borrower as of the date of this Agreement with the related provisions of Section 8.9.
(32) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by Credit Agent.
(33) Receipt by Credit Agent and Lenders of any fees due on the date of this Agreement.
(34) An agreement among each Borrower that is selling Loans to ▇▇▇▇▇▇ ▇▇▇, Lender and ▇▇▇▇▇▇ Mae, pursuant to which ▇▇▇▇▇▇ ▇▇▇ agrees to send all cash proceeds of Mortgage Loans sold by such Borrower to ▇▇▇▇▇▇ Mae to the Cash Collateral Account.
(35) An executed Funding 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) If any Borrower is indebted to any of its directors, officers, shareholders or Affiliates, as of the date of this Agreement, which indebtedness is in excess of $35,000,000, the Person to whom that Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Credit Agent; and Credit Agent must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary of the respective Borrower to be true and complete and in full force and effect as of the date of the Advance.Lender;
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (First NLC Financial Services Inc)
Initial Advance. The obligation of Credit Agent the Lenders to make the initial Advance under this Agreement is subject to the satisfaction, in the sole discretion of Credit Agentthe Lenders, on or before the date thereof of the following conditions precedent:
(a) The Credit Agent must receive shall have received the following, all of which must be satisfactory in form and content to Credit Agentthe Lenders, in its their sole discretion:
(1) The Notes and A copy of this Agreement, Agreement duly executed by Borrowerall parties hereto.
(2) The Lennar Undertaking, on the form prescribed by Lender, notes duly executed by Lennarthe Company.
(3) All certificates and instruments representing or evidencing A copy of the Pledged Shares, together with stock powers or other instruments of assignment, Collateral Agency Agreement duly completed in blankexecuted by all parties thereto.
(4) UAMCThe Company's articles of incorporation, together with all amendments, incorporation as certified by the Secretary of State of Florida; UAMCthe Company's bylawsincorporation, together with all amendments, bylaws certified by the corporate secretary of the Company, or assistant secretary a Certificate of UAMC; the Company stating that there has been no change in either the articles of incorporation or bylaws since those delivered in connection with that certain Prior RFC Credit Agreement, and certificates of good standing dated within 60 no less recently than 90 days of prior to the date of this Agreement.
(5) A resolution of the board of directors of UAMC the Company, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMC under the Company pursuant to this Agreement.
(6) A certificate of the Company's corporate secretary as to the incumbency and authenticity of the signatures of the officers of UAMC the Company 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 under this Agreement pursuant hereto (the Credit Agent being entitled to rely on that certificate thereon until a new incumbency such certificate has been furnished to the 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 on that certificate until a new incumbency certificate has been furnished to Lender).
(27) Financial statements of Lennar containing a balance sheet as of November 30, 2000, and related statements of income, changes in stockholders' equity and cash flows for the period ended on 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 Lender.
(28) A favorable written opinion of counsel to each Borrower and Lennarthe Company (or of separate counsel at the option of the Company), addressed to Lenders and dated as of the date of this AgreementAgreement substantially in the form of EXHIBIT H attached hereto, covering such matters as addressed to the Credit Agent may reasonably requestfor the benefit of the Lenders.
(29) 8) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do the Company, which searches shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of the Credit Agent or as permitted under this Agreementhereunder.
(309) Copies of the certificates, documents or other written instruments that which evidence each Borrowerthe Company's eligibility described in Section 2.35.13 hereof, all in form and substance satisfactory to the Credit Agent.
(3110) Copies of each Borrowerthe 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 Credit Agent, showing compliance by each Borrower the Company as of the date of this Agreement with the related provisions of Section 8.96.8 hereof.
(3211) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Credit Agent.
(3312) Receipt by the Credit Agent of all Fees due on the date hereof, including but not limited to, Commitment Fees and document production fees, due the Credit Agent and the Lenders of any fees due on or prior to the date of this Agreement.
(3413) 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 each Borrower that is selling Loans to ▇▇▇▇▇▇ ▇▇▇the Company, Lender the Credit Agent and ▇▇▇▇▇▇ Fannie Mae, pursuant to which ▇▇▇▇▇▇ ▇▇▇ Fannie Mae agrees to send all cash proceeds of Mortgage Loans sold by such Borrower to ▇Mor▇▇▇▇▇ L▇▇▇s sold by the Company to Fannie Mae to the Cash Collateral Account.
(35▇▇) An executed Funding Bank Agreement.
(36) An executed Electronic Tracking Assumed Name Certificate dated no less recently than 90 days prior to the date of this Agreement among Borrowers, Credit Agent and Mortgage Electronic Registration Systems, Inc. ("MERS"), and MERCORP, Inc., pursuant to which Credit Agent will have for any assumed name used by the authority to, among other things, withdraw Mortgages from Company in 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 systemconduct of its business.
(b) If All directors, officers and shareholders of the Company, all Affiliates of the Company or of any Borrower is indebted Subsidiary of the Company, to whom or to any of its directors, officers, shareholders or Affiliates, whom the Company shall be indebted as of the date of this Agreement, which indebtedness has a term of more than 1 year or is in excess of $35,000,00025,000 shall have subordinated such indebtedness to the Obligations, the Person to whom that Borrower is indebted must have executed by executing a Subordination of Debt Agreement, on in the form prescribed by Credit Agentof EXHIBIT F hereto; and the Credit Agent must shall have received an executed copy of that any such Subordination of Debt Agreement, certified by the corporate secretary of the respective Borrower 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 effectiveness of Credit Agent to make the initial Advance under this Agreement is subject to the satisfaction, in the sole discretion of Credit AgentLender, of the following conditions precedent:
(a) Credit Agent Lender must receive the following, all of which must be satisfactory in form and content to Credit AgentLender, in its sole discretion:
(1i) The Notes Warehousing Note and this Agreement, duly executed by the Borrower.
(2ii) The Lennar UndertakingBorrower’s organizational documents, on the form prescribed certified as true and complete by Lender, duly executed by Lennaran appropriate officer or other Person.
(3iii) All certificates Certificates of legal existence 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, together with all amendments, as certified by good standing from the Secretary of State of Florida; UAMC's bylawsDelaware for Borrower, together with all amendments, certified by the corporate secretary or assistant secretary of UAMC; and certificates of good standing dated within 60 thirty (30) days of the date of this Agreement.
(5iv) A resolution Such certificates of resolutions or other action, incumbency certificates and/or other certificates of responsible officers of the board Borrower as Lender may require evidencing (A) the authority of directors the Borrower to enter into this Agreement and the other Loan Documents and (B) the identity, authority and capacity of UAMC authorizing the execution, delivery and performance of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMC under this Agreement.
(6) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMC executing this Agreement and the other Loan Documents, and of the officers and employees of UAMC delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent).
(7) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by UAMC in the conduct of its business.
(8) EHMI's articles of incorporation, together with all amendments, as certified by the Secretary of State of Washington; EHMI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of EHMI; and certificates of good standing dated within 30 days of the date of this Agreement.
(9) A resolution of the board of directors of 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 on that certificate until a new incumbency certificate has been furnished to Lender).
(27) Financial statements of Lennar containing a balance sheet as of November 30, 2000, and related statements of income, changes in stockholders' equity and cash flows for the period ended on 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 Lender.
(28) A favorable written opinion of counsel to each Borrower and Lennar, addressed to Lenders and dated as of the date of this Agreement, covering such matters as Credit Agent may reasonably request.
(29v) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Credit Agent or as permitted under this AgreementLender.
(30vi) Copies of the certificates, documents or other written instruments that evidence each Borrower's eligibility described in Section 2.3, all in form and substance satisfactory to Credit Agent.
(31) Copies of each Borrower's ’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by each Borrower as of the date of this Agreement with the related provisions of Section 8.97.9.
(32vii) Executed financing statements An opinion from counsel for the Borrower in recordable form covering and substance satisfactory to Lender concerning, among other matters (i) the Collateral legal existence, good standing and ready for filing in all jurisdictions required by Credit Agent.
qualification to do business of the Borrower, (33ii) Receipt by Credit Agent the power and Lenders authority of the Borrower to enter into and perform the Loan Documents, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of the Borrower to do so, (v) the enforceability of the Borrower’s obligations under the Loan Documents, (vi) the absence of any fees due on pending or threatened material litigation against the date Borrower, (vii) the validity and perfection of the Lender’s security interest in the Collateral, (viii) the non-contravention of the Borrower’s obligations under the Loan Documents, under the Borrower’s charter documents or under any material agreements or legal proceedings to which it is a party or by which it is bound, and (ix) such other matters as Lender reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement.
(34viii) An agreement among each Borrower that is selling Loans to ▇▇▇▇▇▇ ▇▇▇, Such financial statements and other information as Lender and ▇▇▇▇▇▇ Mae, pursuant to which ▇▇▇▇▇▇ ▇▇▇ agrees to send all cash proceeds of Mortgage Loans sold by such Borrower to ▇▇▇▇▇▇ Mae to the Cash Collateral Accountshall have reasonably requested.
(35ix) An Such other documents as Lender reasonably may require, duly executed Funding Bank Agreement.
(36) An executed Electronic Tracking Agreement among Borrowers, Credit Agent and Mortgage Electronic Registration Systems, Inc. ("MERS")delivered, and MERCORP, Inc., pursuant evidence satisfactory to which Credit Agent will have Lender of the authority to, among other things, withdraw Mortgages from occurrence of any further conditions precedent to the MERS system, if either closing of 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 systemcredit facility established hereby.
(b) If Lender shall have filed Uniform Commercial Code financing statements in such jurisdictions as Lender shall have determined to be appropriate in order to perfect the security interest in the Collateral granted by Borrower pursuant to this Agreement or any other Loan Document.
(c) Borrower is indebted shall have (i) paid to any of its directorsthe Lender, officersas applicable, shareholders or Affiliates, all amounts due as of the date of Closing Date, and (ii) paid or reimbursed the Lender for all its attorneys’ fees and expenses incurred in connection with this Agreement, which indebtedness is in excess of $35,000,000, Agreement and the Person to whom that Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Credit Agent; and Credit Agent must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary of the respective Borrower to be true and complete and in full force and effect as of the date of the Advanceother Loan Documents.
Appears in 1 contract
Sources: Credit and Security Agreement (Walker & Dunlop, Inc.)
Initial Advance. The obligation of Credit Agent the Lender to make the initial Advance under this Agreement is subject to the satisfaction, in the sole discretion of Credit Agentthe Lender, on or before the date thereof of the following conditions precedent:
(a) Credit Agent must receive The Lender shall have received the following, all of which must be satisfactory in form and content to Credit Agentthe Lender, in its sole discretion:
(1) The Notes Note and this Agreement, Agreement duly executed by Borrowerthe Company.
(2) The Lennar Undertaking, on the form prescribed by Lender, duly executed by Lennar.
(3) All certificates and instruments representing or evidencing the Pledged Shares, together with stock powers or other instruments of assignment, duly completed in blank
(4) UAMCCompany's articles or certificate of incorporation, together with all amendments, incorporation as certified by the Secretary of State of Florida; UAMCthe Company's bylawsincorporation, together with all amendments, bylaws certified by the corporate secretary of the Company, or assistant secretary a Certificate of UAMC; the Company stating that there has been no change in either the articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 60 no less recently than 90 days of 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.
(53) A resolution of the board of directors of UAMC the Company, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMC under the Company pursuant to this Agreement.
(64) A certificate of the Company's corporate secretary as to the incumbency and authenticity of the signatures of the officers of UAMC the Company 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 under this Agreement pursuant hereto (Credit Agent the Lender being entitled to rely on that certificate thereon until a new incumbency such 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 on that certificate until a new incumbency certificate has been furnished to Lender).
(275) Financial statements of Lennar the Company (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of November April 30, 2000, 1999 and related statements of income, changes in stockholders' equity and cash flows for the period ended on the that 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 and containing a footnote concerning a subsequent cash equity investment of $6,000,000 or more.
(6) Financial statements of the Company (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of May 31, 1999 and June 30, 1999, related statements of income and changes in stockholders' equity for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with the Company's most recent audited financial statements.
(7) The Guaranty, in the 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.
(2813) A favorable written opinion of counsel to each Borrower the Company and Lennarthe Guarantor (or of separate counsel at the option of the Company and the Guarantor), addressed to Lenders and dated as of the date of this AgreementAgreement substantially in the form of EXHIBIT H attached hereto, covering such matters as Credit Agent may reasonably requestaddressed to the Lender.
(2914) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do the Company and the Guarantor, which searches shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of Credit Agent the Lender or as permitted under this Agreementhereunder.
(3015) Copies of the certificates, documents or other written instruments that which evidence each Borrowerthe Company's eligibility described in Section 2.35.13 hereof, all in form and substance satisfactory to Credit Agentthe Lender.
(3116) Copies of each Borrowerthe 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 each Borrower the Company as of the date of this Agreement with the related provisions of Section 8.96.8 hereof.
(3217) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by Credit Agentthe Lender.
(3318) Receipt by Credit Agent and Lenders the Lender of any fees due on the date of this Agreementhereof, including, but not limited to, Commitment Fees and document production fees.
(3419) An agreement among each Borrower Evidence that is selling Loans to ▇▇▇▇▇▇ ▇▇▇, Lender all accounts necessary into which Advances will be funded have been established at the Funding Bank and ▇▇▇▇▇▇ Mae, pursuant to which ▇▇▇▇▇▇ ▇▇▇ agrees to send all cash proceeds receipt of Mortgage Loans sold by such Borrower to ▇▇▇▇▇▇ Mae to the Cash Collateral Account.
(35) An a fully executed Funding Bank Agreement.
(36b) An executed Electronic Tracking Agreement among BorrowersAll directors, Credit Agent officers and Mortgage Electronic Registration Systemsshareholders of the Company, Inc. ("MERS")all Affiliates of the Company or of any Subsidiary of the Company, and MERCORPthe Guarantor, 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 whom or subservicer, or the Mortgage Loan has not yet been registered on the MERS system.
(b) If any Borrower is indebted to any of its directors, officers, shareholders or Affiliates, whom the 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 $35,000,000100,000 shall have subordinated such indebtedness to the Obligations, the Person to whom that Borrower is indebted must have executed by executing a Subordination of Debt Agreement, on in the form prescribed by Credit Agentof EXHIBIT F hereto; and Credit Agent must the Lender shall have received an executed copy of that any such Subordination of Debt Agreement, certified by the corporate secretary of the respective Borrower 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 obligation of Credit Agent the Lender to make the initial Advance under this Agreement is subject to the satisfaction, in the sole discretion of Credit Agentthe Lender, on or before the date thereof, of the following conditions precedent:
(a) Credit Agent must receive The Lender shall have received the following, all of which must be satisfactory in form and content to Credit Agentthe Lender, in its sole discretion:
(1) The Notes and this Agreement, Loan Documents dated as of the date hereof duly executed by Borrower.the Company;
(2) The Lennar Undertaking, on Certified copies of 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) UAMCCompany's articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida; UAMC's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of UAMC; incorporation and bylaws and certificates of good standing dated within 60 no less recently than ninety (90) days of 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;
(53) A An original resolution of the board of directors of UAMC the Company, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMC under the Company pursuant to this Agreement.;
(64) A certificate (in the form of EXHIBIT "J") of the Company's corporate secretary as to the incumbency and authenticity of the signatures of the officers of UAMC executing this Agreement and the other Loan Documents, and of the officers and employees of UAMC delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent).
(7) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by UAMC in the conduct of its business.
(8) EHMI's articles of incorporation, together with all amendments, as certified by the Secretary of State of Washington; EHMI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of EHMI; and certificates of good standing dated within 30 days of the date of this Agreement.
(9) A resolution of the board of directors of EHMI the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request Documents 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 the Company executing this Agreement and the other Loan Documents, Documents and of the officers and employees of EHMI delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement pursuant hereto (Credit Agent the Lender being entitled to rely on that certificate thereon until a new incumbency such certificate has been furnished to Credit Agentthe Lender).;
(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 on that certificate until a new incumbency certificate has been furnished to Lender).
(275) Financial statements of Lennar the Company (and its Subsidiaries, on a consolidated basis) containing a balance sheet as of November September 30, 2000, 1998 (the "Statement Date") and related statements of income, changes in stockholders' equity and cash flows for the period ended on the that dateStatement Date and a balance sheet as of December 31, 1998 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Lender.;
(286) A favorable written opinion of counsel to each Borrower and Lennarthe Company, addressed to Lenders and dated as of the date of this Agreement, covering such matters as Credit Agent may reasonably request.to be in substantially the form of EXHIBIT "M" hereto, and addressed to the Lender;
(297) Uniform Commercial CodeA tax, tax lien and judgment searches search of the appropriate public records for each Borrower that do the Company, including a search of Uniform Commercial Code financing statements, which search shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of Credit Agent the Lender or as permitted under this Agreement.hereunder;
(30) 8) Copies of the certificates, documents or other written instruments that which evidence each Borrowerthe Company's eligibility described in Section 2.35.11 hereof, all in form and substance satisfactory to Credit Agent.the Lender;
(319) Copies of each Borrowerthe Company's errors and omissions insurance policy or mortgage impairment insurance policy, policy and blanket bond coverage policy, or certificates all in lieu of policiesform and content satisfactory to the Lender, showing compliance by each Borrower the Company as of the date of this Agreement with the related provisions of Section 8.9.6.8 hereof and showing Lender as an additional loss payee on such policies;
(3210) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by Credit Agent.the Lender;
(3311) Receipt by Credit Agent and Lenders of any fees due on Evidence that the date of this Agreement.
(34) An agreement among each Borrower that is selling Loans to ▇▇▇▇▇▇ ▇▇▇, Lender and ▇▇▇▇▇▇ Mae, pursuant to which ▇▇▇▇▇▇ ▇▇▇ agrees to send all cash proceeds of Mortgage Loans sold by such Borrower to ▇▇▇▇▇▇ Mae to the Cash Collateral Account.
(35) An executed Funding 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 Account has been registered on established with the MERS system naming Borrower as servicer or subservicer, or the Mortgage Loan has not yet been registered on the MERS systemLender.
(b) If any Borrower is indebted to any of its directors, officers, shareholders or Affiliates, as of the date of this Agreement, which indebtedness is in excess of $35,000,000, the Person to whom that Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Credit Agent; and Credit Agent must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary of the respective Borrower to be true and complete and in full force and effect as of the date of the Advance.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (E Loan Inc)
Initial Advance. The obligation of Credit Agent the Lender to make the initial Advance under this Agreement is subject to the satisfaction, in the sole discretion of Credit Agentthe Lender, on or before the date thereof of the following conditions precedent:
(a) Credit Agent must receive The Lender shall have received the following, all of which must be satisfactory in form and content to Credit Agentthe Lender, in its sole discretion:
(1) The Notes Note and this Agreement, Agreement duly executed by Borrowerthe Borrowers.
(2) The Lennar Undertaking, on the form prescribed by Lender, duly executed by Lennar.
(3) All certificates and instruments representing or evidencing the Pledged Shares, together with stock powers or other instruments of assignment, duly completed in blank
(4) UAMCBNC's articles of incorporation, together with all amendments, incorporation as certified by the Secretary of State of Florida; UAMCBNC's bylawsincorporation, together with all amendments, bylaws certified by the corporate secretary or assistant secretary of UAMC; BNC, and certificates of good standing dated within 60 no less recently than ninety (90) days of prior to the date of this AgreementAgreement and a certification from the Franchise Tax Board of the State of California stating that BNC is in good standing with the Franchise Tax Board.
(53) A resolution of the board of directors of UAMC BNC, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMC under BNC pursuant to this Agreement.
(64) A certificate of BNC's corporate secretary as to the incumbency and authenticity of the signatures of the officers of UAMC BNC 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 under this Agreement pursuant hereto (Credit Agent the Lender being entitled to rely on that certificate thereon until a new incumbency such 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 on that certificate until a new incumbency certificate has been furnished to Lender).
(275) Financial statements of Lennar BNC and its Subsidiaries, on a consolidated and consolidating basis containing a balance sheet as of November June 30, 20001998, and related statements of income, changes in stockholders' equity and cash flows for the period ended on the that 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.
(286) Financial statements of BNC and its Subsidiaries, on a consolidated and consolidating basis containing a balance sheet as of , related statements of income and changes in stockholders' equity for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with the BNC's most recent audited financial statements.
(7) Mortgage Logic's articles of incorporation as certified by the Secretary of State of the Mortgage Logic's incorporation, bylaws certified by the corporate secretary of Mortgage Logic, and certificates of good standing dated no less recently than ninety (90) days prior to the date of this Agreement and a certification from the Franchise Tax Board of the State of California stating that Mortgage Logic is in good standing with the Franchise Tax Board.
(8) A resolution of the board of directors of Mortgage Logic, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by Mortgage Logic pursuant to this Agreement.
(9) A certificate of Mortgage Logic's corporate secretary as to the incumbency and authenticity of the signatures of the officers of Mortgage Logic executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender).
(10) A favorable written opinion of counsel to each Borrower BNC and LennarMortgage Logic (or of separate counsel at the option of BNC and Mortgage Logic), addressed to Lenders and dated as of the date of this AgreementAgreement substantially in the form of Exhibit H attached hereto, covering such matters as Credit Agent may reasonably requestaddressed to the Lender.
(2911) A Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do BNC and Mortgage Logic, which search shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of Credit Agent the Lender or as permitted under this Agreementhereunder.
(3012) Copies of the certificates, documents or other written instruments that which evidence each Borrower's the Borrowers' eligibility described in Section 2.35.13 hereof, all in form and substance satisfactory to Credit Agentthe Lender.
(3113) Copies of each Borrower's the Borrowers' errors and omissions insurance policy or mortgage impairment insurance policy, policy and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the Lender, showing compliance by each Borrower the Borrowers as of the date of this Agreement with the related provisions of Section 8.96.8 hereof.
(3214) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by Credit Agentthe Lender.
(3315) Receipt by Credit Agent and Lenders the Lender of any fees due on the date hereof, including, but not limited to, Commitment Fees and document production fees.
(16) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Bank and receipt of this a fully executed Funding Bank Agreement.
(3417) An agreement among each Borrower that is selling Loans to ▇▇▇▇the Borrowers, the Lender and Fann▇▇ ▇▇▇, Lender and ▇▇▇▇▇▇ Mae, pursuant to which ▇▇▇▇Fann▇▇ ▇▇▇ agrees to send all cash proceeds of Mortgage Loans sold by such Borrower the Borrowers to Fann▇▇▇▇ ▇▇▇ Mae to ▇▇ the Cash Collateral Account.
(35b) An executed Funding Bank Agreement.
(36) An executed Electronic Tracking Agreement among All directors, officers and shareholders of the Borrowers, Credit Agent and all Affiliates of the Borrowers or of any Subsidiary of BNC or Mortgage Electronic Registration SystemsLogic, 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 whom or subservicer, or the Mortgage Loan has not yet been registered on the MERS system.
(b) If any Borrower is indebted to any of its directors, officers, shareholders or Affiliates, 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 One Hundred Thousand Dollars ($35,000,000100,000) shall have subordinated such indebtedness to the Obligations, the Person to whom that Borrower is indebted must have executed by executing a Subordination of Debt Agreement, on in the form prescribed by Credit Agentof Exhibit F hereto; and Credit Agent must the Lender shall have received an executed copy of that any such Subordination of Debt Agreement, certified by the corporate secretary of the respective each Borrower to be true and complete and in full force and effect as of the date of the Advance.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (BNC Mortgage Inc)
Initial Advance. The obligation of Credit Agent the Lender to make the initial Advance under this Agreement is subject to the satisfaction, in the sole discretion of Credit Agentthe Lender, on or before the date thereof, of the following conditions precedent:
(a) Credit Agent must receive The Lender shall have received the following, all of which must be satisfactory in form and content to Credit Agentthe Lender, in its sole discretion:
(1) The Notes and this Agreement, Loan Documents dated as of the date hereof duly executed by Borrower.the Company;
(2) The Lennar Undertaking, on Certified copies of 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) UAMCCompany's articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida; UAMC's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of UAMC; incorporation and bylaws and certificates of good standing dated within 60 no less recently than ninety (90) days of 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;
(53) A An original resolution of the board of directors of UAMC the Company, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMC under the Company pursuant to this Agreement.;
(64) A certificate (in the form of EXHIBIT "J") of the Company's corporate secretary as to the incumbency and authenticity of the signatures of the officers of UAMC executing this Agreement and the other Loan Documents, and of the officers and employees of UAMC delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent).
(7) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by UAMC in the conduct of its business.
(8) EHMI's articles of incorporation, together with all amendments, as certified by the Secretary of State of Washington; EHMI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of EHMI; and certificates of good standing dated within 30 days of the date of this Agreement.
(9) A resolution of the board of directors of EHMI the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request Documents 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 the Company executing this Agreement and the other Loan Documents, Documents and of the officers and employees of EHMI delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement pursuant hereto (Credit Agent the Lender being entitled to rely on that certificate thereon until a new incumbency such certificate has been furnished to Credit Agentthe Lender).;
(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 on that certificate until a new incumbency certificate has been furnished to Lender).
(275) Financial statements of Lennar the Company (and its Subsidiaries, on a consolidated basis) containing a balance sheet as of November June 30, 2000, 1998 (the "Statement Date") and related statements of income, changes in stockholders' equity and cash flows for the period ended on the that dateStatement Date and a balance sheet as of September 30, 1998 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Lender.;
(286) A favorable written opinion of counsel to each Borrower and Lennarthe Company, addressed to Lenders and dated as of the date of this Agreement, covering such matters as Credit Agent may reasonably request.to be in substantially the form of EXHIBIT "M" hereto, and addressed to the Lender;
(297) Uniform Commercial CodeA tax, tax lien and judgment searches search of the appropriate public records for each Borrower that do the Company, including a search of Uniform Commercial Code financing statements, which search shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of Credit Agent the Lender or as permitted under this Agreement.hereunder;
(30) 8) Copies of the certificates, documents or other written instruments that which evidence each Borrowerthe Company's eligibility described in Section 2.35.11 hereof, all in form and substance satisfactory to Credit Agent.the Lender;
(319) Copies of each Borrowerthe Company's errors and omissions insurance policy or mortgage impairment insurance policy, policy and blanket bond coverage policy, or certificates all in lieu of policiesform and content satisfactory to the Lender, showing compliance by each Borrower the Company as of the date of this Agreement with the related provisions of Section 8.9.6.8 hereof and showing Lender as an additional loss payee on such policies;
(3210) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by Credit Agent.the Lender;
(3311) Receipt by Credit Agent and Lenders of any fees due on Evidence that the date of this Agreement.
(34) An agreement among each Borrower that is selling Loans to ▇▇▇▇▇▇ ▇▇▇, Lender and ▇▇▇▇▇▇ Mae, pursuant to which ▇▇▇▇▇▇ ▇▇▇ agrees to send all cash proceeds of Mortgage Loans sold by such Borrower to ▇▇▇▇▇▇ Mae to the Cash Collateral Account.
(35) An executed Funding 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 Account has been registered on established with the MERS system naming Borrower as servicer or subservicer, or the Mortgage Loan has not yet been registered on the MERS systemLender.
(b) If any Borrower is indebted to any of its directors, officers, shareholders or Affiliates, as of the date of this Agreement, which indebtedness is in excess of $35,000,000, the Person to whom that Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Credit Agent; and Credit Agent must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary of the respective Borrower to be true and complete and in full force and effect as of the date of the Advance.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (BNC Mortgage Inc)
Initial Advance. The obligation of Credit Agent the Lenders to make the initial any Advance under this Agreement is subject to the satisfaction, in the sole discretion of Credit the Agent, on or before the date thereof, of the following conditions precedent:
(a) Credit The Agent must receive shall have received the following, all of which must be satisfactory in form and content to Credit the Agent, in its sole discretion:
(1) The Notes and this Agreement, Loan Documents dated as of the date hereof duly executed by Borrower.the Company;
(2) The Lennar Undertaking, on Certified copies of 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 Company’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida; UAMC's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of UAMC; incorporation and bylaws and certificates of good standing dated within 60 no less recently than ninety (90) days of 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;
(53) A resolution certificate of corporate resolutions by the corporate secretary of the board Company in the form of directors of UAMC Exhibit “J” attached hereto certifying the resolutions 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 under the Company pursuant to this Agreement.;
(6) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMC executing this Agreement and the other Loan Documents, and of the officers and employees of UAMC delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent).
(7) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by UAMC in the conduct of its business.
(8) EHMI's articles of incorporation, together with all amendments, as certified by the Secretary of State of Washington; EHMI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of EHMI; and certificates of good standing dated within 30 days of the date of this Agreement.
(9) A resolution of the board of directors of 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 on that certificate until a new incumbency certificate has been furnished to Lender).
(274) Financial statements of Lennar the Company (and its Subsidiaries, on a consolidated basis) containing a balance sheet as of November 30December 31, 2000, 2001 (the “Statement Date”) and related statements of income, changes in stockholders' ’ equity and cash flows for the period ended on the that dateStatement Date and a balance sheet as of July 31, 2002 (“Interim Date”) and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to Lender.the Agent, together with an Officer Certificate prepared as of the Interim Date and executed by the president or chief financial officer of the Company;
(285) A favorable written opinion of counsel to each Borrower and Lennarthe Company, addressed to Lenders and dated as of the date of this AgreementClosing Date in form and substance satisfactory to the Agent, covering such matters as Credit addressed to the Agent may reasonably request.and the Lenders
(296) Uniform Commercial CodeA tax, tax lien and judgment searches search of the appropriate public records for each Borrower that do the Company, including a search of Uniform Commercial Code financing statements, which search shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of Credit the Agent or as permitted under this Agreement.
(30) Copies of the certificates, documents or other written instruments that evidence each Borrower's eligibility described in Section 2.3, all in form and substance satisfactory to Credit Agent.
(31) Copies of each Borrower's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by each Borrower as of the date of this Agreement with the related provisions of Section 8.9.
(32) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by Credit Agent.
(33) Receipt by Credit Agent and Lenders of any fees due on the date of this Agreement.
(34) An agreement among each Borrower that is selling Loans to ▇▇▇▇▇▇ ▇▇▇, Lender and ▇▇▇▇▇▇ Mae, pursuant to which ▇▇▇▇▇▇ ▇▇▇ agrees to send all cash proceeds of Mortgage Loans sold by such Borrower to ▇▇▇▇▇▇ Mae to the Cash Collateral Account.
(35) An executed Funding 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) If any Borrower is indebted to any of its directors, officers, shareholders or Affiliates, as of the date of this Agreement, which indebtedness is in excess of $35,000,000, the Person to whom that Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Credit Agenthereunder; and Credit Agent must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary of the respective Borrower to be true and complete and in full force and effect as of the date of the Advance.and
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Sirva Inc)
Initial Advance. The obligation of Credit Agent the Lender to make the initial --------------- Advance under this Agreement is subject to the satisfaction, in the sole discretion of Credit Agentthe Lender, on or before the date thereof of the following conditions precedent:
(a) Credit Agent must receive The Lender shall have received the following, all of which must be satisfactory in form and content to Credit Agentthe Lender, in its sole discretion:
(1) The Notes Note and this Agreement, Agreement duly executed by Borrowerthe Borrowers.
(2) The Lennar Undertaking, on the form prescribed by Lender, duly executed by Lennar.
(3) All certificates and instruments representing or evidencing the Pledged Shares, together with stock powers or other instruments of assignment, duly completed in blank
(4) UAMCNFI's articles or certificate of incorporation, together with all amendments, incorporation as certified by the Secretary of State of Florida; UAMCNFI's bylawsincorporation, together with all amendments, bylaws certified by the corporate secretary or assistant secretary of UAMC; NFI, and certificates of good standing dated within 60 no less recently than 90 days of prior to the date of this Agreement.
(53) A resolution of the board of directors of UAMC NFI, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMC under NFI pursuant to this Agreement.
(64) A certificate of NFI's corporate secretary as to the incumbency and authenticity of the signatures of the officers of UAMC NFI 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 under this Agreement pursuant hereto (Credit Agent the Lender being entitled to rely on that certificate thereon until a new incumbency such 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 on that certificate until a new incumbency certificate has been furnished to Lender).
(275) Financial statements of Lennar NFI (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of November 30December 31, 20001998, and related statements of income, income and changes in stockholders' equity and cash flows for the period fiscal year ended on the that such date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of recognized standing acceptable to the Lender, together with an unqualified auditor's opinion regarding the financial statements.
(286) Financial statements of NFI (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of October 31, 1999, related statements of income and changes in stockholders' equity for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with NFI's most recent audited financial statements.
(7) NMI's articles or certificate of incorporation as certified by the Secretary of State of NMI's incorporation, bylaws certified by the corporate secretary of NMI, and certificates of good standing dated no less recently than 90 days prior to the date of this Agreement.
(8) A resolution of the board of directors of NMI, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by NMI pursuant to this Agreement.
(9) A certificate of NMI's corporate secretary as to the incumbency and authenticity of the signatures of the officers of NMI executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender).
(10) Financial statements of NMI (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1998, and related statements of income, changes in stockholders' equity and cash flows for the fiscal year ended on such date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of recognized standing acceptable to the Lender, together with an unqualified auditor's opinion regarding the financial statements.
(11) Financial statements of NMI (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of October 31, 1999, related statements of income and changes in stockholders' equity other than income or loss for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with NMI's most recent audited financial statements.
(12) NCI's articles or certificate of incorporation as certified by the Secretary of State of NCI's incorporation, bylaws certified by the corporate secretary of NCI, and certificates of good standing dated no less recently than 90 days prior to the date of this Agreement.
(13) A resolution of the board of directors of NCI, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by NCI pursuant to this Agreement.
(14) A certificate of NCI's corporate secretary as to the incumbency and authenticity of the signatures of the officers of NCI executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender).
(15) Financial statements of NCI (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1998, and related statements of income and changes in stockholders' equity other than income or loss for the fiscal year ended on such date, all prepared in accordance with GAAP applied on a basis consistent with prior periods.
(16) Financial statements of NCI (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of October 31, 1999, related statements of income and changes in stockholders' equity other than income or loss for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with NCI's most recent audited financial statements.
(17) The Guaranty, in the form attached hereto as Exhibit B, --------- duly executed by the Guarantor.
(18) Copies of the Guarantor's articles or certificate of incorporation as certified by the Secretary of State of the State of Guarantor's incorporation and bylaws, and certificates of good standing issued by the Secretary of State dated no less recently than 90 days prior to the date of this Agreement.
(19) A resolution of the board of directors of the Guarantor, certified as of the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of the Guaranty, and all other instruments or documents to be delivered by the Guarantor pursuant to this Agreement.
(20) A certificate of the Guarantor's corporate secretary as to the incumbency and authenticity of the signatures of the officers of the Guarantor executing the Guaranty and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender).
(21) Financial statements of the Guarantor containing a balance sheet as of December 31, 1998, and related statements of income, changes in stockholders' equity and cash flows for the period ended on the above date, all prepared in accordance with GAAP applied on a basis consistent with prior periods.
(22) A favorable written opinion of counsel to each Borrower the Borrowers and Lennarthe Guarantor (or of separate counsel at the option of the Borrowers and the Guarantor), addressed to Lenders and dated as of the date of this AgreementAgreement substantially in the form of Exhibit H attached hereto, covering such matters as Credit Agent may reasonably request--------- addressed to the Lender.
(2923) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do Borrowers and the Guarantor, which searches shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of Credit Agent the Lender or as permitted under this Agreementhereunder.
(3024) Copies of the certificates, documents or other written instruments that which evidence each Borrower's the Borrowers' eligibility described in Section 2.30 hereof, all in form and substance satisfactory to Credit Agentthe Lender.
(3125) Copies of each Borrower's the Borrowers' errors and omissions insurance policy or mortgage impairment insurance policy, policy and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the Lender, showing compliance by each Borrower the Borrowers as of the date of this Agreement with the related provisions of Section 8.90 hereof.
(3226) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by Credit Agentthe Lender.
(3327) Receipt by Credit Agent and Lenders the Lender of any fees due on the date hereof, including, but not limited to, Commitment Fees and document production fees.
(28) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Bank and receipt of this a fully executed Funding Bank Agreement.
(3429) An Assumed Name Certificate dated no less recently than 90 days prior to the date of this Agreement for any assumed name used by the Borrowers in the conduct of its business.
(30) Before any Advance is requested for ▇▇▇▇▇▇ Mae- committed Mortgage Loans, an agreement among each Borrower that is selling Loans to NMI, the Lender and ▇▇▇▇▇▇ ▇▇▇, Lender and ▇▇▇▇▇▇ Mae, pursuant to which ▇▇▇▇▇▇ ▇▇▇ Mae agrees to send all cash proceeds of Mortgage Loans sold by such Borrower NMI to ▇▇▇▇▇▇ Mae ▇▇▇ to the Cash Collateral Account.
(35b) An executed Funding Bank Agreement.
(36) An executed Electronic Tracking Agreement Except for indebtedness between or among the Borrowers, Credit Agent the Parent or their consolidated Subsidiaries or indebtedness to First Union Corporation or its consolidated Subsidiaries under existing lines of credit, all directors, officers and Mortgage Electronic Registration Systemsshareholders of the Borrowers, Inc. ("MERS")all Affiliates of the Borrowers or of any Subsidiary of the Borrowers, and MERCORPthe Guarantor, 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 whom or subservicer, or the Mortgage Loan has not yet been registered on the MERS system.
(b) If any Borrower is indebted to any of its directors, officers, shareholders or Affiliates, whom the Borrowers shall be indebted as of the date of this Agreement, which indebtedness has a term of more than 1 year or is in excess of $35,000,00025,000 shall have subordinated such indebtedness to the Obligations, the Person to whom that Borrower is indebted must have executed by executing a Subordination of Debt Agreement, on in the form prescribed by Credit Agentof Exhibit F hereto; and Credit Agent must --------- the Lender shall have received an executed copy of that any such Subordination of Debt Agreement, certified by the corporate secretary of the respective Borrower Borrowers to be true and complete and in full force and effect as of the date of the Advance.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Novastar Financial Inc)
Initial Advance. The obligation of Credit Agent the Lender to make the initial Advance under this Agreement is subject to the satisfaction, in the sole discretion of Credit Agentthe Lender, on or before the date thereof of the following conditions precedent:
(a) Credit Agent must receive The Lender shall have received the following, all of which must be satisfactory in form and content to Credit Agentthe Lender, in its sole discretion:
(1) The Notes and this Agreement, Agreement duly executed by Borrowerthe Borrowers.
(2) The Lennar Undertaking, on the form prescribed by Lender, duly executed by Lennar.
(3) All certificates and instruments representing or evidencing the Pledged Shares, together with stock powers or other instruments of assignment, duly completed in blank
(4) UAMC's Borrowers' articles of incorporation, together with all amendments, incorporation as certified by the Secretary of State of Florida; UAMC's bylaws, together with all amendments, Delaware and a copy of the Borrowers' bylaws certified by the corporate secretary of the Borrowers, or assistant secretary a Certificate of UAMC; 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 within 60 no less recently than ninety (90) days of prior to the date of this Agreement.
(53) A resolution Resolutions of the board of directors of UAMC 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, each Advance Request and all other agreements, instruments or documents to be delivered by UAMC under the Borrowers pursuant to this Agreement.. Washington/Hunt▇▇▇:▇/▇3/96 41
(64) A certificate of the Borrowers' corporate secretary as to the incumbency and authenticity of the signatures of the officers of UAMC the Borrowers 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 under this Agreement pursuant hereto (Credit Agent the Lender being entitled to rely on that certificate thereon until a new incumbency such 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 on that certificate until a new incumbency certificate has been furnished to Lender).
(275) Financial statements of Lennar Washington and its Subsidiaries, on a consolidated basis, containing a balance sheet as of November 30December 31, 20001995, and related statements of income, changes in stockholders' equity and cash flows for the period ended on the that 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.
(286) 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 each Borrower and Lennarthe Borrowers, addressed to Lenders and dated as of the date of this AgreementAgreement substantially in the form of Exhibit H attached hereto, covering such matters as Credit Agent may reasonably requestaddressed to the Lender.
(29) 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 each Borrower that do the Borrowers, which search shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of Credit Agent the Lender or as permitted under this hereunder.
(9) An executed copy of the Berkshire Master Agreement.
(3010) 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 that which evidence each Borrower's the Borrowers' eligibility described in Section 2.35.13 hereof, all in form and substance satisfactory to Credit Agentthe Lender.
(3114) Copies of each Borrower's 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 each Borrower the Borrowers as of the date of this Agreement with the related provisions of Section 8.96.8 hereof.
(3215) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by Credit Agentthe Lender.
(3316) Receipt by Credit Agent and Lenders the Lender of any fees due on the date of this Agreementhereof, including, but not limited to, Commitment Fees and document production fees.
(3417) An agreement among each Borrower Evidence that is selling Loans to ▇▇▇▇▇▇ ▇▇▇, Lender all accounts necessary into which Advances will be funded have been established at the Funding Bank and ▇▇▇▇▇▇ Mae, pursuant to which ▇▇▇▇▇▇ ▇▇▇ agrees to send all cash proceeds receipt of Mortgage Loans sold by such Borrower to ▇▇▇▇▇▇ Mae to the Cash Collateral Account.
(35) An a fully executed Funding Bank Agreement.
(36b) An executed Electronic Tracking Agreement among All directors, officers and shareholders of the Borrowers, Credit Agent and Mortgage Electronic Registration Systemsall Affiliates of the Borrowers or of any Subsidiary of the Borrowers, 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 whom or subservicer, or the Mortgage Loan has not yet been registered on the MERS system.
(b) If any Borrower is indebted to any of its directors, officers, shareholders or Affiliates, 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 ($35,000,000500,000) shall have subordinated such indebtedness to the Obligations, the Person to whom that Borrower is indebted must have executed by executing a Subordination of Debt Agreement, on in the form prescribed by Credit Agentof Exhibit F hereto; and Credit Agent must the Lender shall have received an executed copy of that any such Subordination of Debt Agreement, certified by the corporate secretary of the respective Borrower 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 Credit Agent the Bank to make the --------------- initial Advance under this Agreement is subject to the satisfaction, in the sole discretion of Credit Agentthe Bank, on or before the date thereof of the following conditions precedent:
(a) Credit Agent must receive The Bank shall have received the following, all of which must be satisfactory in form and content to Credit Agentthe Bank, in its sole discretion:
(1) The Notes and this Agreement, Note duly executed by Borrower.the Company;
(2) The Lennar UndertakingGuaranty, on in the form prescribed by Lenderattached hereto as Exhibit B, duly executed --------- by Lennar.each of the Guarantors;
(3) All certificates and instruments representing or evidencing Certified copies of the Pledged Shares, together with stock powers or other instruments of assignment, duly completed in blank
(4) UAMCCompany's articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida; UAMC's incorporation and bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of UAMC; and certificates of good standing dated within 60 days of no less recently than three (3) months prior to the date of this Agreement.the initial Advance;
(4) A written opinion of counsel to the Company and each of the Guarantors (or of separate counsel at the option of the Company and the Guarantors) in form and content satisfactory to the Bank, dated as of, or prior to, the date of the initial Advance, addressed to the Bank, substantially in the form attached hereto as Exhibit I. ---------
(5) A An original resolution of the board of directors of UAMC the Company, certified as of the date of the initial Advance by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan DocumentsNote, each Advance Request and all other agreements, instruments or documents to be delivered by UAMC under the Company pursuant to this Agreement.;
(6) A certificate of the Company's corporate secretary as to the incumbency and authenticity of the signatures of the officers of UAMC the Company executing this Agreement and the other Loan Documents, Note and of the officers and employees of UAMC delivering each Advance Request and all other agreements, instruments instrument or documents document to be delivered under this Agreement pursuant hereto (Credit Agent the Bank being entitled to rely on that certificate thereon until a new incumbency such certificate has been furnished to Credit Agentthe Bank).;
(7) Assumed Name Certificates dated within 30 days Original independently audited financial statements of the date of this Agreement Company (and its Subsidiaries, on a consolidated basis) 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 on that certificate until a new incumbency certificate has been furnished to Lender).
(27) Financial statements of Lennar most recent fiscal year end containing a balance sheet as of November 30, 2000, and related statements of income, income and retained earnings (the "Statement Date") and changes in stockholders' equity and cash flows financial position for the period ended entered on the that dateStatement 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 Lender.the Bank;
(288) Financial statements of each of the Guarantors, signed by them, dated no less recently than three (3) A favorable written opinion of counsel months prior to each Borrower and Lennar, addressed to Lenders and dated as of the date of this Agreement, covering such matters as Credit Agent may reasonably request.the initial Advance;
(29) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Credit Agent or as permitted under this Agreement.
(309) Copies of the certificates, documents or other written instruments that which evidence each Borrowerthe Company's eligibility described in Section 2.35.13 hereof, all in form and substance satisfactory to Credit Agent.the Bank;
(3110) Copies of each Borrowerthe 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 Bank, showing compliance by each Borrower the Company as of the date of this Agreement the initial Advance with the related provisions of Section 8.9.
(32) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by Credit Agent.
(33) Receipt by Credit Agent and Lenders of any fees due on the date of this Agreement.
(34) An agreement among each Borrower that is selling Loans to ▇▇▇▇▇▇ ▇▇▇, Lender and ▇▇▇▇▇▇ Mae, pursuant to which ▇▇▇▇▇▇ ▇▇▇ agrees to send all cash proceeds of Mortgage Loans sold by such Borrower to ▇▇▇▇▇▇ Mae to the Cash Collateral Account.
(35) An executed Funding 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.6.8 hereof; and
(b) If At the sole discretion of the Bank, the Bank may require any Borrower is indebted director, officer or shareholder of the Company, all Affiliates of the Company or of any Subsidiary of the Company, and each of the Guarantors, to whom or to any of its directors, officers, shareholders or Affiliates, whom the Company shall be indebted as of the date of this Agreement, which indebtedness is in excess of $35,000,000, the Person to whom that Borrower is indebted must have executed execute a Subordination of Debt Agreement, on in the form prescribed by Credit Agentof Exhibit F hereto; and Credit Agent must --------- the Bank shall have received an executed copy of that said Subordination of Debt Agreement, certified by the corporate secretary of the respective Borrower 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 (Preferred Credit Corp)
Initial Advance. The effectiveness of this Agreement, including Lender's obligation of Credit Agent to make the initial Advance under this Agreement Structured Facility Advance, is subject to the satisfaction, in the sole discretion of Credit AgentLender, of the following conditions precedent:
(a) Credit Agent Lender must receive the following, all of which must be satisfactory in form and content to Credit AgentLender, in its sole discretion:
(1) The Notes Structured Facility Note and this Agreement, Agreement duly executed by Borrower.
(2) The Lennar Undertaking, on the form prescribed by Lender, duly executed by Lennar.
(3) All certificates and instruments representing or evidencing the Pledged Shares, together with stock powers or other instruments Borrower's certificate of assignment, duly completed in blank
(4) UAMC's articles of incorporationLimited Partnership, together with all amendments, as certified by the Secretary of State of Florida; UAMCDelaware, Borrower's bylawspartnership agreement, together with all amendments, certified by the corporate secretary or assistant secretary General Partner of UAMC; Borrower, and certificates of good standing dated within 60 30 days 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.
(53) A resolution resolution, consent or approval of all of the board partners of directors of UAMC 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 UAMC Borrower under this Agreement.
(64) A certificate as to the incumbency and authenticity of the signatures of the officers General Partner of UAMC Borrower executing this Agreement and the other Loan Documents, and of the officers and employees of UAMC the General Partner delivering each Structured Facility Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent).
(7) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by UAMC in the conduct of its business.
(8) EHMI's articles of incorporation, together with all amendments, as certified by the Secretary of State of Washington; EHMI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of EHMI; and certificates of good standing dated within 30 days of the date of this Agreement.
(9) A resolution of the board of directors of 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 on that certificate until a new incumbency certificate has been furnished to Lender).
(275) The General Partner's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Delaware, bylaws certified by the corporate secretary of the General Partner and certificates of good standing dated within 30 days of the date of this Agreement.
(6) A resolution of the General Partner's board of directors, certified as of the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Structured Facility Advance Request and all other agreements, instruments or documents to be delivered under this Agreement.
(7) Guarantor's articles or certificate of incorporation, together with all amendments, as certified by the 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.
(8) A resolution of the Guarantor's board of directors, certified as of the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Structured Dated: 7/1/2003 Amended: 7/24/2003 Facility Advance Request and all other agreements, instruments or documents to be delivered under this Agreement.
(9) Financial statements of Lennar the Guarantor (and the Guarantor's Subsidiaries, on a consolidated basis) containing a proforma balance sheet as of November 30, 2000, and related statements of income, changes in stockholders' equity and cash flows for the period ended on the that 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 Lender.
(2811) A favorable written opinion of counsel to each Borrower and Lennar, addressed to Lenders and Assumed Name Certificates dated as within 30 days of the date of this Agreement, covering such matters as Credit Agent may reasonably requestAgreement for any assumed name used by Borrower in the conduct of its business.
(2912) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Credit Agent Lender or as permitted under this Agreement.
(3013) Copies of the certificates, documents or other written instruments that evidence each Borrower's eligibility described in Section 2.3, all in form and substance satisfactory to Credit Agent.
(31) Copies of each Borrower's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by each Borrower as of the date of this Agreement with the related provisions of Section 8.97.8.
(3214) Executed financing statements in recordable form covering A fully-executed Funding Bank Agreement and evidence that all accounts into which Structured Facility Advances will be funded have been established at the Collateral and ready for filing in all jurisdictions required by Credit AgentFunding Bank.
(3315) An executed Guaranty by the Guarantor.
(16) Evidence that the private placement of 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 Credit Agent and Lenders Lender of any fees due on the date of this Agreement.
(34) An agreement among each Borrower that is selling Loans to ▇▇▇▇▇▇ ▇▇▇, Lender and ▇▇▇▇▇▇ Mae, pursuant to which ▇▇▇▇▇▇ ▇▇▇ agrees to send all cash proceeds of Mortgage Loans sold by such Borrower to ▇▇▇▇▇▇ Mae to the Cash Collateral Account.
(35) An executed Funding 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) If any Borrower is indebted to any of its directorspartners or Affiliates or any director, officersofficer or shareholder of any partner or any Affiliate of any partner, shareholders or Affiliatesto the Guarantor, as of the date of this Agreement, which indebtedness is in excess of $35,000,000, the Person to whom that Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Credit AgentLender; and Credit Agent Lender must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary General Partner of the respective 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)