Initial Purchase. The obligations of the Buyers (and the Agent on the Buyers’ behalf) to make the initial purchase under this Agreement are subject to the Seller’s fulfillment of the following conditions precedent: (a) the Agent shall have received (or be satisfied that it will receive by such deadline as the Agent shall specify) the following, all of which must be satisfactory in form and content to the Agent: (i) this Agreement, the Side Letter, the Fee Letter, the Electronic Tracking Agreement, the Custody Agreement, in each case, duly executed by the parties thereto; (ii) a UCC financing statement naming the Seller as debtor and the Agent, on behalf of the Buyers, as secured party and claiming as collateral the Collateral; (iii) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State of Delaware; (iv) (A) the completed Beneficial Ownership Certification from the Seller and (B) all other documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including USA Patriot Act, and a properly completed and signed IRS Form W-8 or W-9, as applicable, for the Seller and any Person who provides guaranty or collateral support for all or any of the Obligations; (v) a copy of the member resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Transaction Documents, certified as of the date of this Agreement by a Responsible Officer of the Seller; (vi) an incumbency certificate showing the names and titles and bearing the signatures of the Responsible Officer(s) of the Seller authorized to execute the Transaction Documents, certified as of the date of this Agreement by a Responsible Officer of Seller;
Appears in 2 contracts
Sources: Master Repurchase Agreement (Pultegroup Inc/Mi/), Master Repurchase Agreement (Pultegroup Inc/Mi/)
Initial Purchase. The obligations of the Buyers (and the Agent on the Buyers’ behalf) Buyer to make the initial purchase under this Agreement are subject to the Seller’s fulfillment of the following conditions precedent: :
(a) the Agent Buyer shall have received (or be satisfied that it will receive by such deadline as the Agent Buyer shall specify) the following, all of which must be satisfactory in form and content to the Agent: Buyer:
(i) this Agreement, the Side Letter, the Fee Letter, the Electronic Tracking Agreement, the Custody Agreement, in each case, Agreement duly executed by the parties thereto; parties;
(ii) a UCC financing statement naming statements for the Seller as debtor Purchased Loans covered and security interests granted by this Agreement, each duly authorized by the Agent, on behalf of the Buyers, as secured party and claiming as collateral the Collateral; Seller;
(iii) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State of Delaware; Ohio and such tax lien, judgment, litigation and bankruptcy searches in such jurisdictions as the Buyer may request, in each case satisfactory to the Buyer;
(iv) (A) the completed Beneficial Ownership Certification from Electronic Tracking Agreement duly executed by the Seller Seller, MERS, MERSCORP, Inc. and (B) all other documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including USA Patriot Act, and a properly completed and signed IRS Form W-8 or W-9, as applicable, for the Seller and any Person who provides guaranty or collateral support for all or any of the Obligations; Buyer;
(v) a copy of the member corporate resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Transaction Repurchase Documents, certified as of the date of this Agreement by a Responsible Officer the Secretary or an Assistant Secretary of the Seller; ;
(vi) an incumbency certificate showing the names and titles and bearing the signatures of the Responsible Officer(s) officers of the Seller authorized to execute the Transaction Repurchase Documents, certified as of the date of this Agreement by a Responsible Officer the Secretary or an Assistant Secretary of the Seller;
(vii) a copy of the bylaws of the Seller, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller;
(viii) a copy of the Articles of Incorporation of the Seller with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its incorporation as of a date acceptable to the Buyer in its sole discretion;
(ix) a certificate of good standing (or the equivalent thereof) for the Seller in the jurisdiction of its incorporation, certified by the appropriate governmental officials as of a date acceptable to the Buyer in its sole discretion;
(x) evidence reasonably satisfactory to the Buyer (i) as to the due filing and recording in all appropriate offices of all financing statements, (ii) if there are any Purchased Loans that require the Buyer’s interest to be noted by book entry, that such book entry has been duly made and (iii) if there is any “investment property” under the UCC of the State of Minnesota or other applicable law, that such instruments as are necessary to give the Buyer “control” of such investment property have been duly executed by the Seller and the relevant securities intermediary;
(xi) copies of an errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, with insurance providers reasonably acceptable to the Buyer, in each case naming the Buyer as an additional insured and providing for coverage in the amounts specified in Section 16.11;
(xii) favorable written opinions of counsel to the Seller dated on or before the initial Purchase Date, addressed to the Buyer and in form and substance reasonably satisfactory to the Buyer and its legal counsel (a form containing opinions required to be included therein is set forth in Exhibit B), specifically stating that the Buyer and any person or entity that purchases the Purchased Loans from the Buyer can rely on it; provided, that Seller’s outside counsel may deliver its opinion at any time prior to January 15, 2010;
(xiii) payment to the Buyer of the Facility Fee and all other fees and expenses (including the disbursements and reasonable fees of the Buyer’s attorneys) of the Buyer payable by the Seller pursuant to Section 9 accrued and billed for to the date of the Seller’s execution and delivery of this Agreement;
(xiv) control agreements in form and substance reasonably satisfactory to the Buyer establishing its control of the Income Account and Escrow Account; and
(xv) evidence satisfactory to the Buyer that the Seller has entered into an agreement with Citibank, N.A., or another financial institution acceptable to the Buyer in its sole discretion, providing mortgage warehouse financing in a committed amount of no less than Fifty Million Dollars ($50,000,000).
(b) All directors and officers of the Seller and all Affiliates of the Seller, to whom or which the Seller is indebted as of the date of this Agreement either for borrowed money or for any other obligation, excluding salary, bonus or other compensation obligations, shall have caused such Debt to be Qualified Subordinated Debt, by executing and causing to be delivered to the Buyer a Subordination Agreement and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and the corporate secretary of the Seller shall have certified each such Subordination Agreement executed to satisfy the requirements of this Section 14.1(b) to be true, complete and in full force and effect as of the date of the initial purchase.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Sirva Inc), Master Repurchase Agreement (Sirva Inc)
Initial Purchase. The obligations of the Buyers (and the Agent on the Buyers’ behalf) to make the initial purchase under this Agreement are subject to the Seller’s fulfillment of the following conditions precedent: :
(a) the Agent shall have received (or be satisfied that it will receive by such deadline as the Agent shall specify) the following, all of which must be satisfactory in form and content to the Agent: :
(i) this Agreement, Agreement duly executed by the Side Letter, parties;
(ii) the Fee Letter, the Electronic Tracking Agreement, the Custody Agreement, in each case, duly executed by the parties thereto; (ii) a UCC financing statement naming the Seller as debtor and the Agent, on behalf of the Buyers, as secured party and claiming as collateral the Collateral; Seller;
(iii) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State of Delaware; Colorado;
(iv) (A) the completed Beneficial Ownership Certification from Custody Agreement duly executed by the Agent, the Seller and (B) all other documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including USA Patriot Act, and a properly completed and signed IRS Form W-8 or W-9, as applicable, for the Seller and any Person who provides guaranty or collateral support for all or any of the Obligations; Custodian;
(v) the Electronic Tracking Agreement duly executed by the Seller, MERS, MERSCorp., Inc. and the Agent;
(vi) a copy of the member corporate resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Transaction Repurchase Documents, certified as of the date of this Agreement by a Responsible Officer the Secretary or an Assistant Secretary of the Seller; ;
(vivii) an incumbency certificate showing the names and titles and bearing the signatures of the Responsible Officer(s) officers of the Seller authorized to execute the Transaction Repurchase Documents, certified as of the date of this Agreement by a Responsible Officer the Secretary or an Assistant Secretary of the Seller;
(viii) a copy of the bylaws of the Seller, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller;
(ix) a copy of the Articles of Incorporation of the Seller with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its incorporation as of a date acceptable to the Agent in its sole discretion;
(x) a certificate of good standing (or the equivalent thereof) for the Seller in the jurisdiction of its incorporation, certified by the appropriate governmental officials as of a date acceptable to the Agent in its sole discretion;
(xi) evidence reasonably satisfactory to the Agent (i) as to the due filing and recording in all appropriate offices of all financing statements, (ii) if there are any Purchased Loans that require the Buyers’ interest to be noted by book entry, that such book entry has been duly made and (iii) if there is any “investment property” under the UCC of the State of New York or other applicable law, that such instruments as are necessary to give the Agent “control” of such investment property have been duly executed by the Seller and the relevant securities intermediary;
(xii) copies of an errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, providing such insurance coverage as is customary for members of the Seller’s industry, together with endorsements to such policies naming the Agent as lender loss payee;
(xiii) a favorable written opinion of counsel to the Seller dated on or before the initial Purchase Date, addressed to the Agent and the Buyers and in form and substance reasonably satisfactory to the Agent and its legal counsel (a form containing opinions required to be included therein are set forth in Exhibit B), specifically stating that the Agent and the Buyers may rely on it;
(xiv) payment to the Agent or the Custodian, as applicable, of all fees and expenses (including the disbursements and reasonable fees of the Agent’s attorneys) of the Agent and the Buyers payable by the Seller pursuant to Section 9 accrued and billed for to the date of the Seller’s execution and delivery of this Agreement; and
(xv) to the extent not already obtained, control agreements in form and substance reasonably satisfactory to the Agent establishing its control of the Income Account, Escrow Account, Operating Account, Repurchase Settlement Account and the Funding Account.
Appears in 2 contracts
Sources: Master Repurchase Agreement (M.D.C. Holdings, Inc.), Master Repurchase Agreement (MDC Holdings Inc)
Initial Purchase. The obligations effectiveness of the Buyers (and the Agent on the Buyers’ behalf) to make the initial purchase under this Agreement are is subject to the Seller’s fulfillment of the following conditions precedent: :
(a) on the Effective Date, the Agent shall have received (or be satisfied that it will receive by such deadline as the Agent shall specify) the following, all of which must be satisfactory in form and content to the Agent: :
(i1) this Agreement, the Side Letter, the Fee Letter, the Electronic Tracking Agreement, the Custody Agreement, in each case, Agreement duly executed by the parties thereto; parties;
(ii) a UCC financing statement naming the Seller as debtor and the Agent, on behalf of the Buyers, as secured party and claiming as collateral the Collateral; (iii2) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State Commonwealth of Delaware; Virginia and such other searches or evidence as the Agent may require to confirm the Agent’s first-priority Lien on the Purchase Loans;
(iv) (A3) the completed Beneficial Ownership Certification from Custody Agreement duly executed by the Agent, the Seller and the Custodian;
(B) all other documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including USA Patriot Act, and a properly completed and signed IRS Form W-8 or W-9, as applicable, for the Seller and any Person who provides guaranty or collateral support for all or any of the Obligations; (v4) a copy of the member corporate resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Transaction Repurchase Documents, certified as of the date Effective Date by the Secretary or an Assistant Secretary of this Agreement by a Responsible Officer of the Seller; ;
(vi5) an incumbency certificate showing the names and titles and bearing the signatures of the Responsible Officer(s) officers of the Seller authorized to execute the Transaction Repurchase Documents, certified as of the Effective Date by the Secretary or an Assistant Secretary of Seller;
(6) a copy of the bylaws of Seller, certified as of the Effective Date by the Secretary or an Assistant Secretary of Seller;
(7) a copy of the Articles of Incorporation of Seller with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its incorporation as of a date acceptable to the Agent in its sole discretion;
(8) a certificate of good standing (or the equivalent thereof) for Seller in the jurisdiction of its incorporation, certified by the appropriate governmental officials as of a date acceptable to the Agent in its sole discretion;
(9) payment to the Agent or the Custodian, as applicable, of the Facility Fee, the Agent’s Fee, if any, the Custodian’s Fee and all other fees and expenses (including the disbursements and reasonable fees of the Agent’s attorneys) of the Agent and the Buyers payable by Seller pursuant to Section 9 accrued and billed for to the Effective Date;
(10) an Officer’s Certificate for the Seller dated the initial Purchase Date and certifying truthfully that, (i) after giving effect to the Transaction to occur on that Purchase Date, no Default or Event of Default will exist, (ii) all of the representations and warranties made by the Seller in the Repurchase Documents are true and correct as of the Effective Date and (iii) there has been no material adverse change since the Statement Date in any of the Central Elements in respect of the Seller or any of its Subsidiaries;
(11) the Fee Letter, duly executed by the parties;
(12) [Reserved]; and
(13) a certificate of the Secretary or Assistant Secretary of Seller of Seller certifying that no amendments have been made to the Tax Allocation Agreement since August 5, 2008 and to the Parent Subordinated Note since July 25, 2011, or if any such amendments have been made, certifying as to true and complete copies thereof.
(b) The Electronic Tracking Agreement executed as of August 5, 2008, shall remain in full force and effect.
(c) The Seller shall have delivered to the Agent all evidence of errors and omissions insurance and fidelity bond coverage required or requested under the Existing MRA.
(d) All directors and officers of the Seller and all Affiliates of the Seller (except, with respect to the Parent Subordinated Note, the Parent), to whom or which the Seller is indebted either for borrowed money or for any other obligation of Fifty Thousand Dollars ($50,000) or more as of the date of this Agreement, excluding salary, bonus or other compensation obligations, shall have caused such Debt to be Qualified Subordinated Debt, by executing and causing to be delivered to the Agent a Subordination Agreement by a Responsible Officer and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and the corporate secretary of Seller;the Seller shall have certified each such Subordination Agreement executed to satisfy the requirements of this Section 14.1(d) to be true, complete and in full force and effect as of the date of the initial purchase.
Appears in 1 contract
Initial Purchase. The obligations of the Buyers (and the Administrative Agent on the Buyers’ behalf) to make the initial purchase under this Agreement are subject to the Seller’s fulfillment of the following conditions precedent: :
(a) the Administrative Agent shall have received (or be satisfied that it will receive by such deadline as the Administrative Agent shall specify) the following, all of which must be satisfactory in form and content to the Administrative Agent: :
(i1) this Agreement, Agreement duly executed by the Side Letter, the Fee Letter, the Electronic Tracking Agreement, parties;
(2) an amendment to the Custody Agreement, in each case, Agreement duly executed by the parties thereto; ;
(ii3) a UCC financing statement naming fee letter in form and substance satisfactory to U.S. Bank duly executed by the Seller as debtor and the Agent, on behalf of the Buyers, as secured party and claiming as collateral the Collateral; Seller;
(iii4) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State of Delaware; Texas;
(5) copies of the Seller’s (i) limited partnership agreement, (ii) certificate of limited partnership issued by the state of Texas, (iii) articles of incorporation certified by the Secretary of State of the State of the Seller’s General Partner and (iv) (A) the completed Beneficial Ownership Certification from the Seller bylaws or regulations and (B) all other documentation and amendments certified by its corporate secretary or assistant secretary, as well as any other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including Section 326 of the USA Patriot ActAct or necessary for the Administrative Agent and the Buyers to verify the identity of the Seller as required by Section 326 of the USA Patriot Act in accordance with the requirements summarized in the notice given in Section 35;
(6) evidence reasonably satisfactory to the Administrative Agent (i) as to the due filing and recording in all appropriate offices of all financing statements, (ii) if there are any Purchased Loans that require the Buyers’ interest to be noted by book entry, that such book entry has been duly made and (iii) if there is any “investment property” under the UCC of the State of New York or other applicable Law, that such instruments as are necessary to give the Administrative Agent “control” of such investment property have been duly executed by the Seller and the relevant securities intermediary;
(7) a properly completed certificate of existence or authority and signed IRS Form W-8 or W-9, as applicable, good standing for the Seller and any Person who provides guaranty or collateral support for all or any issued by the Secretary of State of Texas;
(8) original resolutions of the Obligations; (v) a copy Seller’s general partner’s board of directors, certified as of the member resolution (initial Purchase Date by the Seller’s general partner’s corporate secretary or equivalent thereof) of the Seller assistant secretary or other authorized officer, authorizing the execution, delivery and performance by the Seller of this Agreement, the Custody Agreement and all other Repurchase Documents to be delivered by the Seller pursuant to this Agreement;
(9) a certificate of the Seller’s general partner’s corporate secretary or assistant secretary or other authorized officer as to (i) the incumbency of the officers of the Seller executing this Agreement, the Custody Agreement, each applicable Request/Confirmation and all other Repurchase Documents executed or to be executed by or on behalf of the Seller and (ii) the authenticity of their signatures, and specimens of their signatures shall be included in such certificate or set forth on an exhibit attached to it (the Administrative Agent, the Buyers and the Custodian shall be entitled to rely on that certificate until the Seller has furnished a new certificate to the Administrative Agent);
(10) an Officer’s Certificate for the Seller dated the initial Purchase Date and certifying truthfully that, (i) after giving effect to the Transaction Documentsto occur on that Purchase Date, certified no Default or Event of Default will exist, (ii) all of the representations and warranties made by the Seller in the Repurchase Documents are true and correct as of the Effective Date and (iii) there has been no material adverse change since the Statement Date in any of the Central Elements in respect of the Seller or any of its Subsidiaries;
(11) copies of an errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, providing such insurance coverage as is customary for members of the Seller’s industry; and
(12) payment to the Administrative Agent or the Custodian, as applicable, of the Facility Fee, the Administrative Agent’s Fee, the Custodian’s Fee and all other fees and expenses (including the disbursements and reasonable fees of the Administrative Agent’s attorneys) of the Administrative Agent and the Buyers payable by Seller pursuant to Section 9 accrued and billed for to the date of the Seller’s execution and delivery of this Agreement.
(b) All directors and officers of the Seller’s general partner, all partners of the Seller and all Affiliates of the Seller or any of its Subsidiaries, to whom or which the Seller shall be indebted either for borrowed money or for any other obligation of $50,000 or more as of the date of this Agreement, excluding salary, bonus or other compensation obligations, shall have caused such Debt to be Qualified Subordinated Debt, by executing and causing to be delivered to the Administrative Agent a Subordination Agreement by a Responsible Officer of and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and the Seller; (vi) an incumbency certificate showing the names and titles and bearing the signatures of the Responsible Officer(s) corporate secretary of the Seller authorized shall have certified each such Subordination Agreement executed to execute satisfy the Transaction Documentsrequirements of this Section 14.1(b) to be true, certified complete and in full force and effect as of the date of this Agreement by a Responsible Officer of Seller;the initial purchase.
Appears in 1 contract
Initial Purchase. The obligations of the Buyers (and the Agent on the Buyers’ behalf) to make the initial purchase under this Agreement are subject to the Seller’s fulfillment of the following conditions precedent: :
(a) the Agent shall have received (or be satisfied that it will receive by such deadline as the Agent shall specify) the following, all of which must be satisfactory in form and content to the Agent: :
(i) this Agreement, the Side Letter, the Fee Letter, the Electronic Tracking Agreement, the Custody Agreement, in each case, Agreement duly executed by the parties thereto; parties;
(ii) a UCC financing statement naming the Seller as debtor and the Agent, on behalf of the Buyers, as secured party and claiming as collateral with respect to the Collateral; ;
(iii) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State of Delaware; ;
(iv) (A) the completed Beneficial Ownership Certification from Custody Agreement duly executed by the Agent, the Seller and the Custodian;
(Bv) all other documentation and other information required the MBS Custodial Agreement duly executed by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsthe Agent, including USA Patriot Act, and a properly completed and signed IRS Form W-8 or W-9, as applicable, for the Seller and any Person who provides guaranty or collateral support for all or any of the Obligations; Approved MBS Custodian;
(vvi) the Electronic Tracking Agreement duly executed by the Seller, MERS, MERSCorp., Inc. and the Agent;
(vii) a copy of the member resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Transaction Repurchase Documents, certified as of the date of this Agreement by a Responsible Officer of the Seller; ;
(viviii) an incumbency certificate showing the names and titles and bearing the signatures of the Responsible Officer(s) of the Seller authorized to execute the Transaction Repurchase Documents, certified as of the date of this Agreement by a Responsible Officer of Seller;
(ix) a copy of the Operating Agreement of the Seller, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller;
(x) a copy of the Articles of Organization of the Seller with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its incorporation as of a date acceptable to the Agent in its sole discretion;
(xi) a certificate of good standing (or the equivalent thereof) for the Seller in the jurisdiction of its incorporation, certified by the appropriate governmental officials as of a date acceptable to the Agent in its sole discretion;
(xii) evidence reasonably satisfactory to the Agent (i) as to the due filing and recording in all appropriate offices of all financing statements, (ii) if there are any Purchased Loans that require the Buyers’ interest to be noted by book entry, that such book entry has been duly made and (iii) if there is any “investment property” under the UCC of the State of Michigan or other applicable law, that such instruments as are necessary to give the Agent “control” of such investment property have been duly executed by the Seller and the relevant securities intermediary;
(xiii) within ten (10) days after the Effective Date, copies of an errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, providing such insurance coverage as is customary for members of the Seller’s industry; and
(xiv) payment to the Agent or the Custodian, as applicable, of the Facility Fee, the Agent’s Fee, the Custodian’s Fee and all other fees and expenses (including the disbursements and reasonable fees of the Agent’s attorneys) of the Agent and the Buyers payable by the Seller pursuant to Section 9 accrued and billed for to the date of the Seller’s execution and delivery of this Agreement.
(b) Except with respect to (i) any mortgage warehouse loans from or repurchase transactions with Parent permitted pursuant to Section 17.2(c) and (ii) obligations to remit loan proceeds to Parent or its Affiliates arising out of a sale of homes by Parent or such Affiliate financed by the Seller, all members and managers of the Seller and all Affiliates of the Seller, to whom or which the Seller is indebted as of the date of this Agreement in excess of One Million Dollars ($1,000,000), either for borrowed money or for any other obligation, excluding salary, bonus or other compensation obligations, shall have caused such Debt to be Qualified Subordinated Debt, by executing and causing to be delivered to the Agent a Subordination Agreement and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and a Responsible Officer of the Seller shall have certified each such Subordination Agreement executed to satisfy the requirements of this Section 14.1(b) to be true, complete and in full force and effect as of the date of the initial purchase.
Appears in 1 contract
Initial Purchase. The obligations of the Buyers (and the Agent on the Buyers’ behalf) to make the initial purchase under this Agreement are subject to the Seller’s fulfillment of the following conditions precedent: (a) the Agent shall have received (or be satisfied that it will receive by such deadline as the Agent shall specify) the following, all of which must be satisfactory in form and content to the Agent: (i) this Agreement, the Side Letter, the Fee Letter, the Electronic Tracking Agreement, the Custody Agreement, in each case, Agreement duly executed by the parties theretoparties; (ii) a UCC financing statement naming the Seller as debtor and the Agent, on behalf of the Buyers, as secured party and claiming as collateral with respect to the Collateral; (iii) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State of Delaware; (iv) (A) the completed Beneficial Ownership Certification from the Seller and (B) all other documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including USA Patriot Act, and a properly completed and signed IRS Form W-8 or W-9, as applicable, for the Seller and any Person who provides guaranty or collateral support for all or any of the Obligations; (v) a copy of the member resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Transaction Repurchase Documents, certified as of the date of this Agreement by a Responsible Officer of the Seller; (vi) an incumbency certificate showing the names and titles and bearing the signatures of the Responsible Officer(s) of the Seller authorized to execute the Transaction Repurchase Documents, certified as of the date of this Agreement by a Responsible Officer of Seller; (vii) a copy of the Operating Agreement of the Seller, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller; (viii) a copy of the Articles of Organization of the Seller with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its incorporation as of a date acceptable to the Agent in its sole discretion;
Appears in 1 contract
Initial Purchase. The obligations of the Buyers (and the Agent on the Buyers’ behalf) to make the initial purchase under this Agreement are subject to the Seller’s fulfillment of the following conditions precedent: :
(a) the Agent shall have received (or be satisfied that it will receive by such deadline as the Agent shall specify) the following, all of which must be satisfactory in form and content to the Agent: :
(i1) this Agreement, the Side Letter, the Fee Letter, the Electronic Tracking Agreement, the Custody Agreement, in each case, Agreement duly executed by the parties thereto; parties;
(ii2) a UCC financing statement naming statements for the Seller as debtor and Purchased Loans covered by this Agreement, each duly authorized by the Agent, on behalf of the Buyers, as secured party and claiming as collateral the Collateral; Seller;
(iii3) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State Commonwealth of Delaware; Virginia;
(iv) (A4) the completed Beneficial Ownership Certification from Custody Agreement duly executed by the Agent, the Seller and the Custodian;
(B5) all other documentation the Electronic Tracking Agreement duly executed by the Seller, MERS, MERSCorp., Inc. and other information required the Agent;
(6) the NVR Funding III Subordination Agreement, duly executed by bank regulatory authorities under applicable “know your customer” the Seller, NVR Funding III, Inc., the Agent and anti-money laundering rules and regulationsthe Buyers, including USA Patriot Act, and together with a properly completed and signed IRS Form W-8 or W-9, as applicable, for the Seller and any Person who provides guaranty or collateral support for all or any copy of the Obligations; NVR Funding III Note, certified as true and complete by the Secretary or Assistant Secretary of the Seller;
(v7) a copy of the member corporate resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Transaction Repurchase Documents, certified as of the date of this Agreement by a Responsible Officer the Secretary or an Assistant Secretary of the Seller; ;
(vi) 8) an incumbency certificate showing the names and titles and bearing the signatures of the Responsible Officer(s) officers of the Seller authorized to execute the Transaction Repurchase Documents, certified as of the date of this Agreement by a Responsible Officer the Secretary or an Assistant Secretary of Seller;
(9) a copy of the bylaws of Seller, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of Seller;
(10) a copy of the Articles of Incorporation of Seller with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its incorporation as of a date acceptable to the Agent in its sole discretion;
(11) a certificate of good standing (or the equivalent thereof) for Seller in the jurisdiction of its incorporation, certified by the appropriate governmental officials as of a date acceptable to the Agent in its sole discretion;
(12) evidence reasonably satisfactory to the Agent (i) as to the due filing and recording in all appropriate offices of all financing statements, (ii) if there are any Purchased Loans that require the Buyers’ interest to be noted by book entry, that such book entry has been duly made and (iii) if there is any “investment property” under the UCC of the State of New York or other applicable Law, that such instruments as are necessary to give the Agent “control” of such investment property have been duly executed by the Seller and the relevant securities intermediary;
(13) copies of an errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, providing such insurance coverage as is customary for members of the Seller’s industry;
(14) a favorable written opinion of counsel to the Seller dated on or before the initial Purchase Date, addressed to the Agent and the Buyers and in form and substance reasonably satisfactory to the Agent and its legal counsel (a form containing opinions required to be included therein are set forth in Exhibit B), specifically stating that the Agent, the Buyers and any person or entity that purchases the Eligible Loans from the Buyers can rely on it; and
(15) payment to the Agent or the Custodian, as applicable, of the Facility Fee, the Agent’s Fee, the Custodian’s Fee and all other fees and expenses (including the disbursements and reasonable fees of the Agent’s attorneys) of the Agent and the Buyers payable by Seller pursuant to Section 9 accrued and billed for to the date of the Seller’s execution and delivery of this Agreement;
(16) a control agreement in form and substance reasonably satisfactory to the Agent establishing its control of the Operating Account, Repurchase Settlement Account and the Funding Account;
(17) a copy of the Parent Subordinated Note, certified as true and complete by the Secretary or Assistant Secretary of the Seller; and
(18) a copy of the Tax Allocation Agreement, with all amendments thereto, certified as true and complete by the Secretary or Assistant Secretary of Seller.
(b) All directors and officers of the Seller and all Affiliates of the Seller (except, with respect to the Parent Subordinated Note, the Parent), to whom or which the Seller shall be indebted either for borrowed money or for any other obligation of Fifty Thousand Dollars ($50,000) or more as of the date of this Agreement, excluding salary, bonus or other compensation obligations, shall have caused such Debt to be Qualified Subordinated Debt, by executing and causing to be delivered to the Agent a Subordination Agreement and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and the corporate secretary of the Seller shall have certified each such Subordination Agreement executed to satisfy the requirements of this Section 14.1(b) to be true, complete and in full force and effect as of the date of the initial purchase.
Appears in 1 contract
Initial Purchase. The obligations of the Buyers (and the Agent on the Buyers’ behalf) to make the initial purchase under this Agreement are subject to the Seller’s fulfillment of the following conditions precedent: (a) the Agent shall have received (or be satisfied that it will receive by such deadline as the Agent shall specify) the following, all of which must be reasonably satisfactory in form and content to the Agent: (i) this Agreement, the Side Letter, the Fee Letter, and the Electronic Tracking Agreement, the Custody Agreement, in each case, duly executed by the parties thereto; (ii) a UCC financing statement naming the Seller as debtor and the Agent, on behalf of the Buyers, as secured party and claiming as collateral the Collateral; (iii) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State of DelawareOhio; (iv) (A) the completed Beneficial Ownership Certification from the Seller and (B) all other documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including USA Patriot Act, and a properly completed and signed IRS Form W-8 or W-9, as applicable, for the Seller and any Person who provides guaranty or collateral support for all or any of the Obligations; (v) a copy of the member resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Transaction Documents, certified as of the date of this Agreement by a Responsible Officer of the Seller; (vi) an incumbency certificate showing the names and titles and bearing the signatures of the Responsible Officer(s) of the Seller authorized to execute the Transaction Documents, certified as of the date of this Agreement by a Responsible Officer of Seller; (vii) a copy of the Operating Agreement of the Seller, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller; (viii) a copy of the Articles of Organization of the Seller with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its incorporation as of a date acceptable to the Agent in its sole discretion;
Appears in 1 contract
Initial Purchase. The obligations of the Buyers (and the Agent on the Buyers’ behalf) to make the initial purchase under this Agreement are subject to the Seller’s fulfillment of the following conditions precedent: :
(a) the Agent shall have received (or be satisfied that it will receive by such deadline as the Agent shall specify) the following, all of which must be reasonably satisfactory in form and content to the Agent: :
(i) this Agreement, the Side Letter, the Fee Letter, and the Electronic Tracking Agreement, the Custody Agreement, in each case, duly executed by the parties thereto; ;
(ii) a UCC financing statement naming the Seller as debtor and the Agent, on behalf of the Buyers, as secured party and claiming as collateral the Collateral; ;
(iii) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State of Delaware; Ohio;
(iv) (A) the completed Beneficial Ownership Certification from the Seller and (B) all other documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including USA Patriot Act, and a properly completed and signed IRS Form W-8 or W-9, as applicable, for the Seller and any Person who provides guaranty or collateral support for all or any of the Obligations; ;
(v) a copy of the member resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Transaction Documents, certified as of the date of this Agreement by a Responsible Officer of the Seller; ;
(vi) an incumbency certificate showing the names and titles and bearing the signatures of the Responsible Officer(s) of the Seller authorized to execute the Transaction Documents, certified as of the date of this Agreement by a Responsible Officer of Seller;
(vii) a copy of the Operating Agreement of the Seller, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller; MASTER REPURCHASE AGREEMENT – Page 60 13312-786/M/I Financial Warehouse Facility
(viii) a copy of the Articles of Organization of the Seller with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its incorporation as of a date acceptable to the Agent in its sole discretion;
(ix) a certificate of good standing (or the equivalent thereof) for the Seller in the jurisdiction of its incorporation, certified by the appropriate governmental officials as of a date acceptable to the Agent in its sole discretion;
(x) evidence reasonably satisfactory to the Agent, concurrently with closing, (i) as to the due filing and recording in all appropriate offices of all financing statements, (ii) if there are any Purchased Loans that require the Buyers’ interest to be noted by book entry, that such book entry has been duly made and (iii) if there is any “investment property” under the UCC of the State of New York or other applicable law, that such instruments as are necessary to give the Agent “control” of such investment property have been duly executed by the Seller and the relevant securities intermediary;
(xi) copies of an errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, providing such insurance coverage as is customary for members of the Seller’s industry;
(xii) payment to the Agent of the Buyers’ Fees and the Agent’s Fee, payment to the Custodian the Custodian’s Fees and all other fees and expenses (including the disbursements and reasonable fees of the Agent’s attorneys) of the Agent and the Buyers payable by the Seller pursuant to Section 9 accrued and billed for to the date of the Seller’s execution and delivery of this Agreement;
(xiii) delivery of such legal opinions relating to the Seller, the Transaction Documents and the Transactions hereunder as the Agent may reasonably require, each in form and substance reasonably acceptable to the Agent;
(xiv) satisfactory completion of a third-party audit, engaged by the Agent at the Seller’s sole cost and expense, of the Seller’s mortgage origination, secondary sales and servicing practices; and
(xv) delivery to the Agent of a list of Approved Investors (it being agreed, for the avoidance of doubt, that the delivery of Schedule AI attached hereto herewith at the Closing Date shall satisfy this condition precedent).
(b) All members and managers of the Seller and all Affiliates of the Seller, to whom or which the Seller is indebted as of the date of this Agreement in excess of One Million Dollars ($1,000,000), either for borrowed money or for any other obligation, excluding salary, bonus, other compensation obligations or unsecured Debt owed to Parent, shall have caused such Debt to be Qualified Subordinated Debt, by executing and causing to be delivered to the Agent a Subordination Agreement and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and a Responsible Officer of the Seller shall have certified each such Subordination Agreement executed to satisfy the requirements of this MASTER REPURCHASE AGREEMENT – Page 61 13312-786/M/I Financial Warehouse Facility Section 14.1(b) to be true, complete and in full force and effect as of the date of the initial purchase.
Appears in 1 contract
Initial Purchase. The obligations effectiveness of the Buyers (and the Agent on the Buyers’ behalf) to make the initial purchase under this Agreement are is subject to the Seller’s fulfillment of the following conditions precedent: :
(a) on the Closing Date, the Agent shall have received (or be satisfied that it will receive by such deadline as the Agent shall specify) the following, all of which must be satisfactory in form and content to the Agent: :
(i1) this Agreement, the Side Letter, the Fee Letter, the Electronic Tracking Agreement, the Custody Agreement, in each case, Agreement duly executed by the parties thereto; parties;
(ii) a UCC financing statement naming the Seller as debtor and the Agent, on behalf of the Buyers, as secured party and claiming as collateral the Collateral; (iii2) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State Commonwealth of Delaware; Virginia and such other searches or evidence as the Agent may require to confirm the Agent’s first-priority Lien on the Purchase Loans;
(iv) (A3) the completed Beneficial Ownership Certification from Custody Agreement duly executed by the Agent, the Seller and the Custodian;
(B) all other documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including USA Patriot Act, and a properly completed and signed IRS Form W-8 or W-9, as applicable, for the Seller and any Person who provides guaranty or collateral support for all or any of the Obligations; (v4) a copy of the member corporate resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Transaction Repurchase Documents, certified as of the date Closing Date by the Secretary or an Assistant Secretary of this Agreement by a Responsible Officer of the Seller; ;
(vi5) an incumbency certificate showing the names and titles and bearing the signatures of the Responsible Officer(s) officers of the Seller authorized to execute the Transaction Repurchase Documents, certified as of the Closing Date by the Secretary or an Assistant Secretary of Seller;
(6) a copy of the bylaws of Seller, certified as of the Closing Date by the Secretary or an Assistant Secretary of Seller;
(7) a copy of the Articles of Incorporation of Seller with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its incorporation as of a date acceptable to the Agent in its sole discretion;
(8) a certificate of good standing (or the equivalent thereof) for Seller in the jurisdiction of its incorporation, certified by the appropriate governmental officials as of a date acceptable to the Agent in its sole discretion;
(9) payment to the Agent or the Custodian, as applicable, of the Facility Fee, the Agent’s Fee, if any, the Custodian’s Fee and all other fees and expenses (including the disbursements and reasonable fees of the Agent’s attorneys) of the Agent and the Buyers payable by Seller pursuant to Section 9 accrued and billed for to the Closing Date;
(10) a copy of the Parent Subordinated Note, certified as true and complete by the Secretary or Assistant Secretary of the Seller; and
(11) a certificate of the Secretary or Assistant Secretary of Seller of Seller certifying that no amendments have been made to the Tax Allocation Agreement since August 5, 2008, or if any such amendments have been made, certifying as to true and complete copies thereof.
(b) The Seller shall have paid all accrued and unpaid fees, Repurchase Price and Price Differential due to the Departing Buyers as of the Effective Date.
(c) The Electronic Tracking Agreement executed as of August 5, 2008, shall remain in full force and effect.
(d) The Seller shall have delivered to the Agent all evidence of errors and omissions insurance and fidelity bond coverage required or requested under the Existing MRA.
(e) All directors and officers of the Seller and all Affiliates of the Seller (except, with respect to the Parent Subordinated Note, the Parent), to whom or which the Seller is indebted either for borrowed money or for any other obligation of Fifty Thousand Dollars ($50,000) or more as of the date of this Agreement, excluding salary, bonus or other compensation obligations, shall have caused such Debt to be Qualified Subordinated Debt, by executing and causing to be delivered to the Agent a Subordination Agreement by a Responsible Officer and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and the corporate secretary of Seller;the Seller shall have certified each such Subordination Agreement executed to satisfy the requirements of this Section 14.1(b) to be true, complete and in full force and effect as of the date of the initial purchase.
Appears in 1 contract
Initial Purchase. The obligations of the Buyers (and the Administrative Agent on the Buyers’ behalf) to make the initial purchase under this Agreement are subject to the Seller’s fulfillment of the following conditions precedent: :
(a) the Administrative Agent shall have received (or be satisfied that it will receive by such deadline as the Administrative Agent shall specify) the following, all of which must be satisfactory in form and content to the Administrative Agent: :
(i1) this Agreement, Agreement duly executed by the Side Letter, parties;
(2) a fee letter in form and substance satisfactory to U.S. Bank duly executed by the Fee Letter, the Electronic Tracking Agreement, Seller;
(3) the Custody Agreement, in each case, Agreement duly executed by the parties thereto; ;
(ii) a UCC financing statement naming the Seller as debtor and the Agent, on behalf of the Buyers, as secured party and claiming as collateral the Collateral; (iii4) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State of Delaware; Texas;
(5) copies of the Seller’s (i) limited partnership agreement, (ii) certificate of limited partnership issued by the state of Texas, (iii) articles of incorporation certified by the Secretary of State of the State of the Seller’s General Partner and (iv) (A) the completed Beneficial Ownership Certification from the Seller bylaws or regulations and (B) all other documentation and amendments certified by its corporate secretary or assistant secretary, as well as any other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including Section 326 of the USA Patriot ActAct or necessary for the Administrative Agent and the Buyers to verify the identity of the Seller as required by Section 326 of the USA Patriot Act in accordance with the requirements summarized in the notice given in Section 35;
(6) evidence reasonably satisfactory to the Administrative Agent (i) as to the due filing and recording in all appropriate offices of all financing statements, (ii) if there are any Purchased Loans that require the Buyers’ interest to be noted by book entry, that such book entry has been duly made and (iii) if there is any “investment property” under the UCC of the State of New York or other applicable Law, that such instruments as are necessary to give the Administrative Agent “control” of such investment property have been duly executed by the Seller and the relevant securities intermediary;
(7) a properly completed certificate of existence or authority and signed IRS Form W-8 or W-9, as applicable, good standing for the Seller and any Person who provides guaranty or collateral support for all or any issued by the Secretary of State of Texas;
(8) original resolutions of the Obligations; (v) a copy Seller’s general partner’s board of directors, certified as of the member resolution (initial Purchase Date by the Seller’s general partner’s corporate secretary or equivalent thereof) of the Seller assistant secretary or other authorized officer, authorizing the execution, delivery and performance by the Seller of this Agreement, the Custody Agreement and all other Repurchase Documents to be delivered by the Seller pursuant to this Agreement;
(9) a certificate of the Seller’s general partner’s corporate secretary or assistant secretary or other authorized officer as to (i) the incumbency of the officers of the Seller executing this Agreement, the Custody Agreement, each applicable Request/Confirmation and all other Repurchase Documents executed or to be executed by or on behalf of the Seller and (ii) the authenticity of their signatures, and specimens of their signatures shall be included in such certificate or set forth on an exhibit attached to it, (the Administrative Agent, the Buyers and the Custodian shall be entitled to rely on that certificate until the Seller has furnished a new certificate to the Administrative Agent);
(10) an Officer’s Certificate for the Seller dated the initial Purchase Date and certifying truthfully that, (i) after giving effect to the Transaction Documentsto occur on that Purchase Date, certified no Default or Event of Default will exist, (ii) all of the representations and warranties made by the Seller in the Repurchase Documents are true and correct as of the Effective Date and (iii) there has been no material adverse change since the Statement Date in any of the Central Elements in respect of the Seller or any of its Subsidiaries;
(11) copies of an errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, providing such insurance coverage as is customary for members of the Seller’s industry; and
(12) payment to the Administrative Agent or the Custodian, as applicable, of the Facility Fee, the Administrative Agent’s Fee, the Custodian’s Fee and all other fees and expenses (including the disbursements and reasonable fees of the Administrative Agent’s attorneys) of the Administrative Agent and the Buyers payable by Seller pursuant to Section 9 accrued and billed for to the date of the Seller’s execution and delivery of this Agreement.
(b) All directors and officers of the Seller’s general partner, all partners of the Seller and all Affiliates of the Seller or any of its Subsidiaries, to whom or which the Seller shall be indebted either for borrowed money or for any other obligation of $50,000 or more as of the date of this Agreement, excluding salary, bonus or other compensation obligations, shall have caused such Debt to be Qualified Subordinated Debt, by executing and causing to be delivered to the Administrative Agent a Subordination Agreement by a Responsible Officer of and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and the Seller; (vi) an incumbency certificate showing the names and titles and bearing the signatures of the Responsible Officer(s) corporate secretary of the Seller authorized shall have certified each such Subordination Agreement executed to execute satisfy the Transaction Documentsrequirements of this Section 14.1(b) to be true, certified complete and in full force and effect as of the date of this Agreement by a Responsible Officer of Seller;the initial purchase.
Appears in 1 contract
Initial Purchase. (a) The obligations of the Buyers (Company agrees to sell and the Agent Investor agrees to purchase that number of shares of Common Stock (the "Initial Shares") determined by dividing the $500,000 by the Purchase Price for the Initial Shares on the Buyers’ behalfSubscription Date.
(b) to make Upon the initial purchase under this Agreement are subject to the Seller’s fulfillment completion of the following conditions precedent: (a) the Agent Initial Shares shall have received (or be satisfied that it will receive by such deadline as the Agent shall specify) the following, all of which must be satisfactory in form and content released to the Agent: Investor and the Initial Shares Investment Amount (after all fees have been paid as set forth in the Escrow Agreement) shall be released to the Company, pursuant to the terms of the Escrow Agreement:
(i) this Agreement, the Side Letter, the Fee Letter, the Electronic Tracking Agreement, the Custody Agreement, in each case, duly executed acceptance and execution by the parties thereto; Company and by the Investor, of this Agreement and Exhibits hereto;
(ii) a UCC financing statement naming delivery into escrow by Investor of good cleared funds in the Seller Initial Shares Investment Amount, (as debtor and more fully set forth in the Agent, on behalf of the Buyers, Escrow Agreement attached hereto as secured party and claiming as collateral the Collateral; Exhibit C);
(iii) a current UCC search report of a UCC filings search in the office all representations and warranties of the Secretary of State Investor and of the State Company contained herein shall remain true and correct as of Delaware; the Subscription Date and the Company shall have delivered into escrow an Officer's Certificate signed by its Chief Executive Officer certifying that all of the Company's representations and warranties herein remain true and correct as of the Closing Date and that the Company has performed all covenants and satisfied all conditions to be performed or satisfied by the Company prior to such Closing;
(iv) (A) the completed Beneficial Ownership Certification from the Seller Company shall have obtained all permits and (B) all other documentation and other information qualifications required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including USA Patriot Act, and a properly completed and signed IRS Form W-8 or W-9, as applicable, any state for the Seller offer and any Person who provides guaranty or collateral support for all or any sale of the Obligations; Common Stock and the Warrant, or shall have the availability of exemptions therefrom;
(v) a copy the sale and issuance of the member resolution (or equivalent thereof) Common Stock, Warrant, and the proposed issuance of the Seller authorizing Common Stock underlying the execution, delivery Warrant shall be legally permitted by all laws and performance regulations to which the Investor and the Company are subject; and all duly executed Exhibits hereto for the sale of the Transaction Documents, certified as of the date of this Agreement by a Responsible Officer of the Seller; Securities;
(vi) an incumbency certificate showing the names and titles and bearing the signatures delivery of the Responsible Officer(soriginal Securities as described herein;
(vii) receipt by the Investor of an opinion of Broad and Cassel, counsel to the Company, in the form of ▇▇hibit D hereto; and
(viii) delivery to the Company's transfer agent of the Seller authorized Irrevocable Instructions to execute Transfer Agent in the Transaction Documents, certified form attached hereto as of the date of this Agreement by a Responsible Officer of Seller;Exhibit F.
Appears in 1 contract
Sources: Private Equity Line of Credit Agreement (Big Entertainment Inc)
Initial Purchase. (a) The obligations Company agrees to sell and the Investors agree to purchase that number of shares of Common Stock (the "Initial Shares") determined by dividing the Initial Shares Investment Amount by the Purchase Price for the Initial Shares on the Subscription Date. The Initial Shares will be subject to repricing as described in Section 2.9 herein.
(b) The right of the Buyers (Company to receive the Initial Shares Investment Amount from the Investors, and the Agent on right of the Buyers’ behalfInvestors to receive the Initial Shares and Warrants A and B (as set forth in Section 2.5) to make the initial purchase under this Agreement are is subject to the Seller’s fulfillment satisfaction on the Closing Date for the Initial Shares, of each of the following conditions precedent: (a) the Agent shall have received (or be satisfied that it will receive by such deadline as the Agent shall specify) the following, all of which must be satisfactory in form and content to the Agent: conditions:
(i) acceptance by the Company, and by all of the Investors, of this Agreement, the Side Letter, the Fee Letter, the Electronic Tracking Agreement, the Custody Agreement, in each case, Agreement and all duly executed Exhibits thereto by an authorized officer of the parties theretoCompany; (ii) a UCC financing statement naming delivery into escrow by the Seller Investors of good cleared funds as debtor and the Agent, on behalf of Initial Shares Investment Amount (as more fully set forth in the Buyers, Escrow Agreement attached hereto as secured party and claiming as collateral the Collateral; Exhibit E);
(iii) a current UCC search report of a UCC filings search in the office all representations and warranties of the Secretary of State Investors and of the State Company contained herein shall remain true and correct in all material respects as of Delawarethe Subscription Date; (iv) (A) the completed Beneficial Ownership Certification from the Seller Company shall have obtained all permits and (B) all other documentation and other information qualifications required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including USA Patriot Act, and a properly completed and signed IRS Form W-8 or W-9, as applicable, any state for the Seller offer and any Person who provides guaranty or collateral support for all or any sale of the ObligationsCommon Stock and both the Warrant A and Warrant B, or shall have the availability of exemptions therefrom; (v) a copy the sale and issuance of the member resolution (or equivalent thereof) Common Stock, both the Warrant A and Warrant B, and the proposed issuance of the Seller authorizing Common Stock underlying both the execution, delivery Warrant A and performance Warrants B shall be legally permitted by all laws and regulations to which the Investors and the Company are subject; and all duly executed Exhibits hereto for the sale of the Transaction Documents, certified as of the date of this Agreement by a Responsible Officer of the SellerSecurities; (vi) an incumbency certificate showing the names and titles and bearing the signatures delivery of the Responsible Officer(soriginal Initial Shares, Warrants A and Warrants B as described herein; (vii) receipt by the Investors of an opinion of counsel of the Seller authorized Company as set forth in Exhibit F attached hereto and instructions to execute the Transaction Documents, certified Transfer Agent as set forth in Exhibit G annexed hereto; and (viii)payment of all fees as set forth in Section 13.7 below and the Escrow Agreement.
(c) One half of the date Initial Shares may be sold on the Effective Date and the remaining Initial Shares may be sold at any time after thirty (30) days after the Effective Date. However, in the event the Effective Date is after the first anniversary of this Agreement by a Responsible Officer the Subscription Date, all of Seller;the Initial Shares may be sold after the first anniversary of the Subscription Date.
Appears in 1 contract
Sources: Private Equity Line of Credit Agreement (Objectsoft Corp)
Initial Purchase. The obligations of the Buyers (and the Agent on the Buyers’ behalf) to make the initial purchase under this Agreement are subject to the Seller’s fulfillment of the following conditions precedent: (a) the Agent shall have received (or be satisfied that it will receive by such deadline as the Agent shall specify) the following, all of which must be satisfactory in form and content to the Agent: (i) this Agreement, the Side Letter, the Fee Letter, the Electronic Tracking Agreement, the Custody Agreement, in each case, Agreement duly executed by the parties theretoparties; (ii) a UCC financing statement naming the Seller as debtor and the Agent, on behalf of the Buyers, as secured party and claiming as collateral with respect to the Collateral; (iii) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State of Delaware; (iv) (A) the completed Beneficial Ownership Certification from the Seller and (B) all other documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including USA Patriot Act, and a properly completed and signed IRS Form W-8 or W-9, as applicable, for the Seller and any Person who provides guaranty or collateral support for all or any of the Obligations; (v) a copy of the member resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Transaction Repurchase Documents, certified as of the date of this Agreement by a Responsible Officer of the Seller; (vi) an incumbency certificate showing the names and titles and bearing the signatures of the Responsible Officer(s) of the Seller authorized to execute the Transaction Repurchase Documents, certified as of the date of this Agreement by a Responsible Officer of Seller;; (vii) a copy of the Operating Agreement of the Seller, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller; (viii) a copy of the Articles of Organization of the Seller with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its incorporation as of a date acceptable to the Agent in its sole discretion; 59 Bodman_16842095_7
Appears in 1 contract
Initial Purchase. The obligations obligation of the Buyers (and the Agent on the Buyers’ behalf) Buyer to make the initial purchase purchases under this Agreement are is subject to the Seller’s fulfillment of the following conditions precedent: :
(ai) the Agent Buyer shall have received (or be satisfied that it will receive by such deadline as the Agent Buyer shall specify) the following, all of which must be are satisfactory in form and content to the Agent: Buyer:
(ia) this Agreement, Agreement duly executed by the Side Letter, the Fee LetterSeller;
(b) if applicable, the Electronic Tracking Agreement, the Custody Agreement, in each case, Agreement duly executed by the Seller, MERS, the Electronic Agent and the Buyer;
(c) if applicable, the Master Custodial Agreement duly executed by the Seller and all other parties thereto; , together with evidence satisfactory to the Buyer that the Custodial Account has been opened;
(iid) a the UCC financing statement naming the Seller as debtor and the Agent, on behalf of the Buyersstatements or UCC-3 Amendment, as secured party and claiming as collateral applicable, for the Collateral; Purchased Loans duly authorized by the Seller;
(iiie) a current UCC UCC, judgment and tax lien search report from the applicable state and county offices where the Seller is located;
(f) copies of a UCC filings search in the office of Seller’s (i) formation documents certified by the Secretary of State of the State state of Delaware; (iv) (A) the completed Beneficial Ownership Certification from the Seller its formation and (Bii) operating documents and all other documentation and amendments certified by its secretary or assistant secretary, manager or member, as the case may be, as well as any other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including Section 326 of the USA Patriot ActAct or necessary for the Buyer to verify the identity of the Seller as required by Section 326 of the USA Patriot Act in accordance with the requirements summarized in the notice given in Section 37;
(g) a certificate of existence and good standing for the Seller issued by the Secretary of State of the state in which such Person is formed and, if required by the Buyer, a certificate of existence or foreign authority and a properly completed good standing for the Seller issued by the Secretary of State of each jurisdiction in which the Seller conducts business and signed IRS Form W-8 is required to qualify to do business;
(h) original resolutions of the Seller’s board of directors, governing body, manager or W-9member, as the case may be, certified as of the initial Purchase Date hereunder by the Seller’s secretary or assistant secretary, manager or member, as applicable, for the Seller and any Person who provides guaranty or collateral support for all or any of the Obligations; (v) a copy of the member resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance by the Seller of this Agreement and all other Facility Papers to be delivered by the Seller pursuant to this Agreement;
(i) a certificate of the Transaction DocumentsSeller’s secretary or assistant secretary, certified manager or member, as the case may be, as to (i) the incumbency of the Authorized Seller Representatives of the Seller executing this Agreement and all other Facility Papers executed or to be executed by or on behalf of the Seller and (ii) the authenticity of their signatures — and specimens of their signatures shall be included in such certificate or set forth on an exhibit attached to it — (the Buyer shall be entitled to rely on that certificate until the Seller has furnished a new certificate to the Buyer), and certifying that attached to such certificate are true and correct copies of all amendments to the Seller’s formation and operating documents since its inception;
(j) an Officer’s Certificate for the Seller dated the date of this Agreement and certifying truthfully that, (i) the Seller is in compliance with all the terms and provisions set forth in the Agreement on its part to be observed and performed and no Potential Default or Event of Default has occurred, is continuing and, after giving effect to the transactions contemplated under the Repurchase Facility pursuant to the Agreement on the date hereof, shall occur as a result of entering into such transactions, (ii) all of the representations and warranties made by the Seller in the Facility Papers are true and correct as of the date of this Agreement by a Responsible Officer Agreement, and (iii) there has been no Material Adverse Effect since the date of the financial statements referred in Section 16.1(iv)(a);
(k) copies of an errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, providing such insurance coverage as is acceptable to the Buyer and otherwise customary for members of the Seller; ’s industry;
(vil) an incumbency certificate showing the names and titles and bearing the signatures a favorable written opinion of the Responsible Officer(s) of counsel to the Seller authorized to execute (and the Transaction DocumentsGuarantor(s), certified if applicable) dated as of the date of this Agreement Agreement, addressed to the Buyer and in form and substance reasonably satisfactory to the Buyer and its legal counsel, stating that the Buyer, its successors and assigns can rely on it;
(m) evidence reasonably satisfactory to the Buyer (i) as to the due filing and recording in all appropriate offices of all UCC financing statements or UCC-3 Amendment, as applicable, (ii) if there are any Purchased Loans that require the Buyer’s interest to be noted by book entry, that such book entry has been duly made and (iii) if there is any “investment property” under the UCC or any other applicable Law, that such instruments as are necessary to give the Buyer “control” of such investment property have been duly executed by the Seller and the relevant securities intermediary;
(n) evidence satisfactory to the Buyer that the Investor Funding Account, the Loan Funding Account, the Administrative Account, the Operating Account, the Custodial Account, and the Cash Collateral Account, as applicable, remain open or have been opened;
(o) the most currently available month-end financial statements for the Seller, all in reasonable detail and certified by Seller’s chief financial officer that, to the best of his or her knowledge, such financial statements were prepared in accordance with GAAP and present fairly in all material respects the Seller’s financial condition as of the date thereof and the results of its operations for the period covered, subject, however, to adjustments required by FAS-91 and normal year-end audit adjustments and the omission of notes to the financial statements;
(p) the Guaranty, if any, duly executed by the Guarantors;
(q) if required by the Buyer, satisfactory results from a Responsible Officer Buyer-conducted internal client review of the Seller;; and
(r) such other documents or opinions as the Buyer or its counsel may request.
Appears in 1 contract
Sources: Master Repurchase Agreement (Century Communities, Inc.)
Initial Purchase. The obligations of the Buyers (and the Agent on the Buyers’ behalf) to make the initial purchase under this Agreement are subject to the Seller’s fulfillment of the following conditions precedent: (a) the Agent shall have received (or be satisfied that it will receive by such deadline as the Agent shall specify) the following, all of which must be satisfactory in form and content to the Agent: MASTER REPURCHASE AGREEMENT – Page 68 13312-781/Pulte Mortgage Warehouse Facility (i) this Agreement, the Side Letter, the Fee Letter, the Electronic Tracking Agreement, the Custody Agreement, in each case, duly executed by the parties thereto; (ii) a UCC financing statement naming the Seller as debtor and the Agent, on behalf of the Buyers, as secured party and claiming as collateral the Collateral; (iii) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State of Delaware; (iv) (A) the completed Beneficial Ownership Certification from the Seller and (B) all other documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including USA Patriot Act, and a properly completed and signed IRS Form W-8 or W-9, as applicable, for the Seller and any Person who provides guaranty or collateral support for all or any of the Obligations; (v) a copy of the member resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Transaction Documents, certified as of the date of this Agreement by a Responsible Officer of the Seller; (vi) an incumbency certificate showing the names and titles and bearing the signatures of the Responsible Officer(s) of the Seller authorized to execute the Transaction Documents, certified as of the date of this Agreement by a Responsible Officer of Seller;; (vii) a copy of the Operating Agreement of the Seller, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller; (viii) a copy of the Articles of Organization of the Seller with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its incorporation as of a date acceptable to the Agent in its sole discretion; (ix) a certificate of good standing (or the equivalent thereof) for the Seller in the jurisdiction of its incorporation, certified by the appropriate governmental officials as of a date acceptable to the Agent in its sole discretion; (x) evidence reasonably satisfactory to the Agent (i) as to the due filing and recording in all appropriate offices of all financing statements, (ii) if there are any Purchased Loans that require the Buyers’ interest to be noted by book entry, that such book entry has been duly made and (iii) if there is any “investment property” under the UCC of the State of Texas or other applicable
Appears in 1 contract
Initial Purchase. The obligations of the Buyers (and the Agent on the Buyers’ behalf) to make the initial purchase under this Agreement are subject to the Seller’s fulfillment of the following conditions precedent: :
(a) the Agent shall have received (or be satisfied that it will receive by such deadline as the Agent shall specify) the following, all of which must be satisfactory in form and content to the Agent: :
(i) this Agreement, the Side Letter, the Fee Letter, the Electronic Tracking Agreement, the Custody Agreement, in each case, Agreement duly executed by the parties thereto; parties;
(ii) a UCC financing statement naming statements for the Seller as debtor and Purchased Loans covered by this Agreement, each duly authorized by the Agent, on behalf of the Buyers, as secured party and claiming as collateral the Collateral; Seller;
(iii) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State of Delaware; Colorado;
(iv) (A) the completed Beneficial Ownership Certification from Custody Agreement duly executed by the Agent, the Seller and (B) all other documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including USA Patriot Act, and a properly completed and signed IRS Form W-8 or W-9, as applicable, for the Seller and any Person who provides guaranty or collateral support for all or any of the Obligations; Custodian;
(v) the Electronic Tracking Agreement duly executed by the Seller, MERS, MERSCorp., Inc. and the Agent;
(vi) a copy of the member corporate resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Transaction Repurchase Documents, certified as of the date of this Agreement by a Responsible Officer the Secretary or an Assistant Secretary of the Seller; ;
(vivii) an incumbency certificate showing the names and titles and bearing the signatures of the Responsible Officer(s) officers of the Seller authorized to execute the Transaction Repurchase Documents, certified as of the date of this Agreement by a Responsible Officer the Secretary or an Assistant Secretary of the Seller;
(viii) a copy of the bylaws of the Seller, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller;
(ix) a copy of the Articles of Incorporation of the Seller with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its incorporation as of a date acceptable to the Agent in its sole discretion;
(x) a certificate of good standing (or the equivalent thereof) for the Seller in the jurisdiction of its incorporation, certified by the appropriate governmental officials as of a date acceptable to the Agent in its sole discretion;
(xi) evidence reasonably satisfactory to the Agent (i) as to the due filing and recording in all appropriate offices of all financing statements, (ii) if there are any Purchased Loans that require the Buyers’ interest to be noted by book entry, that such book entry has been duly made and (iii) if there is any “investment property” under the UCC of the State of New York or other applicable Law, that such instruments as are necessary to give the Agent “control” of such investment property have been duly executed by the Seller and the relevant securities intermediary;
(xii) copies of an errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, providing such insurance coverage as is customary for members of the Seller’s industry;
(xiii) a favorable written opinion of counsel to the Seller dated on or before the initial Purchase Date, addressed to the Agent and the Buyers and in form and substance reasonably satisfactory to the Agent and its legal counsel (a form containing opinions required to be included therein are set forth in Exhibit B), specifically stating that the Agent and the Buyers may rely on it; and
(xiv) payment to the Agent or the Custodian, as applicable, of the Facility Fee, the Agent’s Fee, and all other fees and expenses (including the disbursements and reasonable fees of the Agent’s attorneys) of the Agent and the Buyers payable by the Seller pursuant to Section 9 accrued and billed for to the date of the Seller’s execution and delivery of this Agreement;
(xv) control agreements in form and substance reasonably satisfactory to the Agent establishing its control of the Income Account, Escrow Account, Operating Account, Repurchase Settlement Account and the Funding Account.
(xvi) Evidence satisfactory to the Agent that, after giving effect to the Transaction contemplated by Section 3.7, the Seller’s obligations under the Warehousing Credit Agreement for principal will have been paid in full.
Appears in 1 contract
Initial Purchase. The obligations obligation of the Buyers (and the Agent on the Buyers’ behalf) Purchaser to make complete the initial purchase Purchase under this Agreement are is subject to the Seller’s fulfillment satisfaction of the following conditions precedent: (a) precedent that on or before the Agent initial Closing Date the Purchaser shall have received (or be satisfied that it will receive by such deadline as the Agent shall specify) each of the following, all of which must be satisfactory in form and content substance satisfactory to the Agent: Purchaser or its counsel, each of which conditions precedent is for the sole benefit of the Purchaser and may be waived by it at any time:
(i1) executed copies of this Agreement, ;
(2) executed copies of the Side Letter, the Fee Letter, the Electronic Tracking Agreement, the Custody Agreement, Terms Schedule in each case, duly executed by the parties thereto; (ii) a UCC financing statement naming the Seller as debtor respect of such Purchase and the Agentother Related Documents;
(3) certificates of status, on behalf of the Buyersgood standing or compliance, as secured party and claiming as collateral the Collateral; (iii) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State of Delaware; (iv) (A) the completed Beneficial Ownership Certification from appropriate, with respect to the Seller and Chrysler Financial issued by their respective jurisdictions of incorporation and by each province in which the Seller carries on business and in which the Secured Loans forming part of the Purchased Assets were originated;
(B4) all other documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including USA Patriot Act, and a properly completed and signed IRS Form W-8 or W-9, as applicable, for an Officer's Certificate from each of the Seller and any Person who provides guaranty or collateral support for Chrysler Financial relating to their respective constating documents and certified copies of all or any of the Obligations; (v) a copy of the member resolution (or equivalent thereof) necessary corporate authorizations of the Seller authorizing and Chrysler Financial to authorize the execution, delivery and performance of this Agreement and the Transaction DocumentsTerms Schedule relating to such initial Purchase, certified as of the date Related Documents to which it is a party and of the transactions contemplated hereby and thereby;
(5) an Officer's Certificate of each of the Seller and Chrysler Financial as to the names and true signatures of the officers authorized to sign this Agreement and the Related Documents on its behalf, on which Officer's Certificates the Purchaser shall be entitled to conclusively rely in respect of all Purchases until such time as the Purchaser receives from the Seller or Chrysler Financial, as the case may be, a replacement Officer's Certificate meeting the requirements of this Section 4.1(a)(5);
(6) an Officer's Certificate of the Seller to the effect that
(A) the representations and warranties set out in Section 5.1 are true and correct, and
(B) no event has occurred and is continuing, or would result from the Purchase, which constitutes a Significant Event;
(7) an Officer's Certificate of Chrysler Financial to the effect that
(A) the representations and warranties set out in Section 5.2 are true and correct, and
(B) no event has occurred and is continuing, or would result from the Purchase, which constitutes a Significant Event;
(8) an Officer's Certificate of the Seller addressed to the Purchaser and to counsel to the Purchaser as to certain factual matters in support of the opinion referred to in Section 4.1(a)(16) and as to the forms of retail instalment sale contract evidencing Secured Loans now in use by Dealers in Canada;
(9) executed copies of the relevant Assignment;
(10) copies of properly completed and duly registered financing statements or financing change statements, or verification statements evidencing such registration, assignments or other public filings with respect to the Purchaser's ownership interest in the Purchased Assets, with registration particulars stamped thereon, dated before the Closing Date, naming the Seller, as seller, assignor, "debtor" (as such term is used under the applicable Personal Property Security Act to describe the assignor under an absolute assignment of an account or book debt) or transferor, as appropriate, and the Purchaser, as purchaser, assignee, "secured party" (as such term is used under the applicable Personal Property Security Act to describe the assignee under an absolute assignment of an account or book debt) or transferee, as appropriate, and any other similar instruments or documents as may be necessary or advisable, in the reasonable opinion of the Purchaser or its counsel, to perfect the sale to the Purchaser of the Purchaser's ownership interest in the Purchased Assets and to record or protect the Purchaser's ownership interest in the Purchased Assets;
(11) an Advance Ruling Certificate under the Competition Act (Canada) in respect of such Purchase contemplated herein, if required;
(12) an executed copy of the applicable Cap Agreement, including the confirmation relating thereto, in form and substance satisfactory to the Purchaser and its counsel, relating to the Purchase;
(13) an Officer's Certificate of the Financial Services Agent confirming that one or more Liquidity Agreements and one or more Credit Support Agreements, each on terms and conditions and in form and substance satisfactory to the Purchaser in its sole discretion, are in full force and effect;
(14) an Officer's Certificate of the Financial Services Agent confirming that no event has occurred and is continuing which, under the terms of the Financial Services Agreement or the Trust Indenture, would prevent the Purchaser from issuing additional Notes and that all conditions precedent under the Trust Indenture to the issuance of Notes in respect of the Purchase have been satisfied;
(15) favourable opinions of counsel for the Seller and the General Counsel for Chrysler Financial in substantially the form of Exhibits 4.1(a)(15)-A and 4.1(a)(15)-B respectively;
(16) the favourable opinion of counsel to the Purchaser as to whether the provisions of this Agreement by and each Assignment contemplated thereby are sufficient to effect and, in respect of the initial Assignment, do effect, as between the Seller and the Purchaser, a Responsible Officer valid sale to the Purchaser of all of the Seller; 's right, title and interest in, to and under the Secured Loans and Secured Loan Rights specified in such Assignment and as to such other matters as the Purchaser and its counsel may reasonably consider necessary or appropriate;
(vi17) an incumbency certificate showing such other approvals, opinions or documents as the names and titles and bearing Purchaser may reasonably request, including, without limitation, opinions of local counsel as to the signatures registration or filing of the Responsible Officer(sapplicable Assignment or notice thereof and such other matters as the Purchaser may reasonably require;
(18) a financial advisory fee in the amount set forth in the Terms Schedule, inclusive of applicable goods and services taxes, payable by the Seller authorized to execute the Transaction Documents, certified as of Financial Services Agent in connection with the date of this Agreement Purchase; and
(19) a structuring fee in the amount set forth in the Terms Schedule payable by a Responsible Officer of Seller;the Seller to the Financial Services Agent in connection with the Purchase.
Appears in 1 contract
Sources: Master Receivables Purchase Agreement (Chrysler Financial Corp)
Initial Purchase. The obligations of the Buyers (and the Agent on the Buyers’ behalf) to make the initial purchase under this Agreement are subject to the Seller’s fulfillment of the following conditions precedent: :
(a) the Agent shall have received (or be satisfied that it will receive by such deadline as the Agent shall specify) the following, all of which must be satisfactory in form and content to the Agent: :
(i) this Agreement, the Side Letter, the Fee Letter, the Electronic Tracking Agreement, the Custody Agreement, in each case, Agreement duly executed by the parties thereto; parties;
(ii) a UCC financing statement naming the Seller as debtor and the Agent, on behalf of the Buyers, as secured party and claiming as collateral with respect to the Collateral; ;
(iii) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State of Delaware; ;
(iv) (A) the completed Beneficial Ownership Certification from Custody Agreement duly executed by the Agent, the Seller and (B) all other documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including USA Patriot Act, and a properly completed and signed IRS Form W-8 or W-9, as applicable, for the Seller and any Person who provides guaranty or collateral support for all or any of the Obligations; Custodian;
(v) the Electronic Tracking Agreement duly executed by the Seller, MERS, MERSCorp., Inc. and the Agent;
(vi) a copy of the member resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Transaction Repurchase Documents, certified as of the date of this Agreement by a Responsible Officer of the Seller; ;
(vivii) an incumbency certificate showing the names and titles and bearing the signatures of the Responsible Officer(s) of the Seller authorized to execute the Transaction Repurchase Documents, certified as of the date of this Agreement by a Responsible Officer of Seller;
(viii) a copy of the Operating Agreement of the Seller, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller;
(ix) a copy of the Articles of Organization of the Seller with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its incorporation as of a date acceptable to the Agent in its sole discretion;
(x) a certificate of good standing (or the equivalent thereof) for the Seller in the jurisdiction of its incorporation, certified by the appropriate governmental officials as of a date acceptable to the Agent in its sole discretion;
(xi) evidence reasonably satisfactory to the Agent (i) as to the due filing and recording in all appropriate offices of all financing statements, (ii) if there are any Purchased Loans that require the Buyers’ interest to be noted by book entry, that such book entry has been duly made and (iii) if there is any “investment property” under the UCC of the State of Michigan or other applicable law, that such instruments as are necessary to give the Agent “control” of such investment property have been duly executed by the Seller and the relevant securities intermediary;
(xii) copies of an errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, providing such insurance coverage as is customary for members of the Seller’s industry;
(xiii) a favorable written opinion of counsel to the Seller dated on or before the initial Purchase Date, addressed to the Agent and the Buyers and in form and substance reasonably satisfactory to the Agent and its legal counsel, specifically stating that the Agent, the Buyers and any person or entity that purchases the Purchased Loans from the Buyers can rely on it;
(xiv) payment to the Agent or the Custodian, as applicable, of the Facility Fee, the Agent’s Fee, the Custodian’s Fee and all other fees and expenses (including the disbursements and reasonable fees of the Agent’s attorneys) of the Agent and the Buyers payable by the Seller pursuant to Section 9 accrued and billed for to the date of the Seller’s execution and delivery of this Agreement; and
(xv) evidence satisfactory to the Agent that, after giving effect to the Transaction contemplated by Section 3.6, the Seller’s obligations under the Warehousing Credit Agreement for principal will have been paid in full.
(b) Except with respect to (i) any mortgage warehouse loans from or repurchase transactions with Parent permitted pursuant to Section 17.2(c) and (ii) obligations to remit loan proceeds to Parent or its Affiliates arising out of a sale of homes by Parent or such Affiliate financed by the Seller, all members and managers of the Seller and all Affiliates of the Seller, to whom or which the Seller is indebted as of the date of this Agreement in excess of One Million Dollars ($1,000,000), either for borrowed money or for any other obligation, excluding salary, bonus or other compensation obligations, shall have caused such Debt to be Qualified Subordinated Debt, by executing and causing to be delivered to the Agent a Subordination Agreement and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and a Responsible Officer of the Seller shall have certified each such Subordination Agreement executed to satisfy the requirements of this Section 14.1(b) to be true, complete and in full force and effect as of the date of the initial purchase.
Appears in 1 contract