Common use of Additional Delivery Requirements for Effectiveness Date Clause in Contracts

Additional Delivery Requirements for Effectiveness Date. The obligation of the Buyer to perform any of its obligations under this Agreement shall be subject to satisfaction of each of the following delivery requirements on or before the Effectiveness Date (or on or before the other date specified below) to the reasonable satisfaction of Buyer: (a) Buyer shall have received the following agreements, each duly executed by the parties (other than Buyer) thereto: (i) the Guaranty Agreement; (ii) this Agreement; (iii) Assignment and Assumption Agreement; and (iv) such other agreements and instruments as the Buyer shall reasonably require. (b) The Buyer shall have received a Uniform Commercial Code financing statement on Form UCC-l naming Buyer as "Secured Party" and executed by Seller as "Debtor" covering the Loans(including the Original Loans) sold and to be sold hereunder, "Debtor" covering the Loans (including the Original Loans) sold and to be sold hereunder, related Notes, related Collateral, the Related Documents and the proceeds thereof, in form and content sufficient for filing in the appropriate offices in the States of California and other appropriate jurisdictions; (c) Buyer shall have received an opinion of counsel for GCC dated such date and in a form reasonably acceptable to Buyer, including an opinion to the effect that this Agreement and the Guaranty Agreement are legal, valid and binding obligations of GCC, enforceable against GCC under the laws of the State of California (provided that such opinion need not express an opinion as to the characterization of the transactions contemplated hereby); (d) Buyer shall have received in form and substance reasonably satisfactory to it a certified copy of a resolution adopted by the Board of Directors of GCC, authorizing the execution, delivery and performance of this Agreement and the Guaranty Agreement and the endorsement and sale of the Notes hereunder, together with evidence of the authority and specimen signatures of the persons who have signed this Agreement and the Guaranty Agreement and endorse the Notes on behalf of GCC and such other evidence of corporate authority as Buyer may reasonably require; (e) Buyer shall have received an officers' certificate from GCC in a form reasonably acceptable to Buyer. (f) Buyer shall have received certified copies of request for information or copies (Form UCC-11 or such other UCC form as required by applicable law) (or a similar search report certified by parties acceptable to the Buyer) dated a date reasonably near the date hereof listing all effective financing statements which name GCC (under its present name or any previous or "doing business" name) as transferor or debtor and which are filed in jurisdictions in which the filings were made pursuant to item (b) above together with copies of such financing statements. (g) Buyer shall have received evidence of the establishment of the Servicing Account and the creation of a first priority perfected security interest therein in favor of Buyer; (h) Buyer shall have received a duly certified copy of the executed Operating Agreement (including a duly executed amendment to Section 8 thereof increasing to $15,000,000 the minimum tangible net worth of GCC required to be maintained by Unified) and the Investment Agreement (i) A signed and undated transfer letter relating to the Servicing Account, directing the bank which holds the Servicing Account to transfer all rights in such Account to the Buyer upon receipt of notice of the occurrence of a Servicer Default (the "Transfer Letter"); and (j) Seller shall have satisfied the conditions set forth in Sections 3.03(a) through (f) and (j). [End of Article III]

Additional Delivery Requirements for Effectiveness Date. The obligation of the Buyer to perform any of its obligations under this Agreement shall be further subject to satisfaction of each of the following delivery requirements on or before the Effectiveness Date (or on or before the other date specified below) to the reasonable satisfaction of Buyer: (a) Buyer shall have received amendments to the following agreements, each duly executed by the parties (other than Buyer) thereto: (i) the Guaranty Agreement; (ii) this Agreement; (iii) Assignment and Assumption Agreement; and (iv) such other agreements and instruments as the Buyer shall reasonably require. (b) The Buyer shall have received a Uniform Commercial Code financing statement financial statements filed in connection with the Original Holdback Agreement on Form UCC-l UCC-3 naming Buyer as "Secured Party" and executed by Seller as "Debtor" covering the Loans(including the Original Loans) Loans and Related Property sold and to be sold hereunder, "Debtor" covering under this Agreement (by reference to the Loans (including the Original LoansLoan Schedules attached to this Agreement) sold and to be sold hereunder, related Notes, related Collateral, the Related Documents and the proceeds thereof, in form and content sufficient for filing in the appropriate offices in the States of California Oregon, Washington and other appropriate jurisdictionsCalifornia; (b) Buyer shall have received an opinion of counsel for Seller dated such date and in a form reasonably acceptable to Buyer; (c) Buyer shall have received an opinion of counsel Counsel for GCC Guarantor dated such date and in a form reasonably acceptable to Buyer, including an opinion to the effect that this Agreement and the Guaranty Agreement are legal, valid and binding obligations of GCC, enforceable against GCC under the laws of the State of California (provided that such opinion need not express an opinion as to the characterization of the transactions contemplated hereby); (d) Buyer shall have received in form and substance reasonably satisfactory to it a certified copy of a resolution adopted by the Board of Directors of GCCSeller, authorizing the execution, delivery and performance of this Agreement and the Guaranty Agreement and the endorsement and sale of the Notes hereunder, together with evidence of the authority and specimen signatures of the persons who have signed this Agreement and the Guaranty Agreement and endorse the Notes on behalf of GCC and such other evidence of corporate authority as Buyer may reasonably require; (e) Buyer shall have received an officers' certificate from GCC in form and substance reasonably satisfactory to it, a form reasonably acceptable to Buyer.certified copy of a resolution adopted by the Board of Directors of Guarantor, authorizing the execution, delivery and performance of this Agreement; (f) Buyer shall have received officers' certificates from Seller and Guarantor in forms reasonably acceptable to Buyer; (g) Buyer shall have received an executed counterpart of a certain amended and restated Subordination Agreement in which United Grocers, Inc. agrees to subordinate its interest in the Collateral (other than patronage and stock) securing the Loans to the interest of the Seller therein; (h) Buyer shall have received Exhibit G containing information relating to the corporate and "doing business" names of the Seller and Guarantor in States of Oregon, Washington and California; (i) Buyer shall have received the Guaranty Agreement duly executed by the Guarantor; (j) Buyer shall have received a duly executed counterpart of Existing Loan Purchase Agreement together with opinions and counsel to United Resources and United Grocers to the effect that such Existing Loan Purchase Agreement is the legal, valid and binding obligation of United Resources and United Grocers, enforceable against both such parties in accordance with its terms; (k) Buyer shall have received a duly executed counterpart of that certain New Origination Loan Agreement dated the date hereof, by and between United Grocers and NCB, together with an opinion of counsel to United Grocers to the effect that such Agreement is the legal, valid and binding obligation of United Grocers; enforceable against United Grocers in accordance with its terms; (l) Buyer shall have received a duly executed counterpart of that certain New Origination Guaranty Agreement, together with an opinion of counsel to United Grocers to the effect that such Agreement is the legal, valid and binding obligation of United Grocers, enforceable against United Grocers in accordance with its terms; (m) Buyer shall have received a Loan Schedule listing all of the Loans sold by Seller and purchased by Buyer under the Original Holdback Agreement, and owned by Buyer as of the Effectiveness Date; (n) Buyer shall have received certified copies of request requests for information or copies (Form UCC-11 or such other UCC form as required by applicable lawUCC-11) (or a similar search report certified by parties acceptable to the Buyer) dated a date reasonably near the date hereof Effectiveness Date listing all effective financing statements which name GCC (under its present name or any previous or "doing business" name) as transferor or debtor and which are filed in jurisdictions in which the filings were made pursuant to item (b) above together with copies of such financing statements. (g) Buyer shall have received evidence of the establishment of the Servicing Account and the creation of a first priority perfected security interest therein in favor of Buyer; (h) Buyer shall have received a duly certified copy of the executed Operating Agreement (including a duly executed amendment to Section 8 thereof increasing to $15,000,000 the minimum tangible net worth of GCC required to be maintained by Unified) and the Investment Agreement (i) A signed and undated transfer letter relating to the Servicing Account, directing the bank which holds the Servicing Account to transfer all rights in such Account to the Buyer upon receipt of notice of the occurrence of a Servicer Default (the "Transfer Letter"); and (j) Seller shall have satisfied the conditions set forth in Sections 3.03(a) through (f) and (j). [End of Article III]effective

Additional Delivery Requirements for Effectiveness Date. The obligation of the Buyer to perform any of its obligations under this Agreement shall be subject to the satisfaction of each of the following delivery requirements on or before the Effectiveness Date (or on or before the other date specified below) to the reasonable satisfaction of Buyer: (a) Buyer shall have received the following agreements, each duly executed by the parties (other than Buyer) thereto: (i) this Agreement and the Guaranty Agreement; (ii) this Agreement; (iii) Assignment and Assumption Agreement; and (ivii) such other agreements and instruments as the Buyer shall reasonably require.; (b) The Buyer shall have received a Uniform Commercial Code financing statement on Form UCC-l naming Buyer as "“Secured Party" ” and executed by Seller as "“Debtor" covering the Loans(including the Original Loans) sold and to be sold hereunder, "Debtor" ” covering the Loans (including the Original Amended and Restated Loans) sold and to be sold hereunder, related Notes, related Collateral, the Related Documents and the proceeds thereof, in form and content sufficient for filing in the appropriate offices in the States State of California and other appropriate jurisdictionsCalifornia; (c) Buyer shall have received an opinion of counsel for GCC dated such date and in a form reasonably acceptable to Buyer, including an opinion to the effect that this Agreement and the Guaranty Agreement are the legal, valid and binding obligations of GCC, enforceable against GCC under the laws of the State of California (provided that such opinion need not express an opinion as to the characterization of the transactions contemplated hereby); (d) Buyer shall have received in form and substance reasonably satisfactory to it a certified copy of a resolution adopted by the Board of Directors of GCC, authorizing the execution, delivery and performance of this Agreement and the Guaranty Agreement and the endorsement and sale of the Notes hereunder, together with evidence of the authority and specimen signatures of the persons who have signed this Agreement and the Guaranty Agreement and endorse endorsed the Notes on behalf of GCC and such other evidence of corporate authority as Buyer may reasonably require; (e) Buyer shall have received an officers' officer’s certificate from GCC in a form reasonably acceptable to Buyer.; (f) Buyer shall have received certified copies of request for information or copies (Form UCC-11 or such other UCC form as required by applicable law) (or a similar search report certified by parties acceptable to the Buyer) dated a date reasonably near the date hereof listing all effective financing statements which name GCC (under its present name or any previous or "“doing business" ” name) as transferor or debtor and which are filed in jurisdictions California and in which the filings were made pursuant to item (b) above any other jurisdiction as reasonably requested by Buyer, together with copies of such financing statements.; (g) Buyer shall have received evidence of the establishment of the Servicing Account and the creation of a first priority perfected security interest therein in favor of Buyer; (h) Buyer shall have received a duly certified copy of the executed Operating Agreement (including which shall require Unified to maintain a duly executed amendment to Section 8 thereof increasing to $15,000,000 the minimum tangible net worth of GCC required to be maintained by UnifiedGCC) and the Investment Agreement; (i) A Buyer shall have received a signed and undated transfer letter relating to the Servicing Account, directing the bank which holds the Servicing Account to transfer all rights in such Account to the Buyer upon receipt of notice of the occurrence of a Servicer Default (the "“Transfer Letter"”); and (j) Seller shall have satisfied the conditions set forth in Sections 3.03(a) through (f) and (j). [End of Article III].

Additional Delivery Requirements for Effectiveness Date. The obligation of the Buyer to perform any of its obligations under this Agreement shall be further subject to satisfaction of each of the following delivery requirements on or before the Effectiveness Date (or on or before the other date specified below) to the reasonable satisfaction of Buyer: (a) Buyer shall have received amendments to the following agreements, each duly executed by the parties (other than Buyer) thereto: (i) the Guaranty Agreement; (ii) this Agreement; (iii) Assignment and Assumption Agreement; and (iv) such other agreements and instruments as the Buyer shall reasonably require. (b) The Buyer shall have received a Uniform Commercial Code financing statement statements filed in connection with the Original Agreement on Form UCC-l UCC-3 naming Buyer as "Secured Party" and executed by Seller as "Debtor" covering the Loans(including the Original Loans) Loans and Related Property sold and to be sold hereunder, "Debtor" covering under this Agreement (by reference to the Loans (including the Original Loans) sold and Loan Schedules attached to be sold hereunder, related Notes, related Collateral, the Related Documents and the proceeds thereofthis Agreement), in form and content sufficient for filing in the appropriate offices in the States of California Oregon, Washington and other appropriate jurisdictionsCalifornia; (b) Buyer shall have received an opinion of counsel for Seller dated such date and in a form reasonably acceptable to Buyer; (c) Buyer shall have received an opinion of counsel Counsel for GCC Guarantor dated such date and in a form reasonably acceptable to Buyer, including an opinion to the effect that this Agreement and the Guaranty Agreement are legal, valid and binding obligations of GCC, enforceable against GCC under the laws of the State of California (provided that such opinion need not express an opinion as to the characterization of the transactions contemplated hereby); (d) Buyer shall have received in form and substance reasonably satisfactory to it a certified copy of a resolution adopted by the Board of Directors of GCCSeller, authorizing the execution, delivery and performance of this Agreement and the Guaranty Agreement and the endorsement and sale of the Notes hereunderAgreement, together with evidence of the authority and specimen signatures of the persons who have signed this Agreement and the Guaranty Agreement and endorse the Notes on behalf of GCC and such other evidence of corporate authority as Buyer may reasonably require; (e) Buyer shall have received an officers' certificate from GCC in form and substance reasonably satisfactory to it, a form reasonably acceptable to Buyer.certified copy of a resolution adopted by the Board of Directors of Guarantor, authorizing the execution, delivery and performance of this Agreement; (f) Buyer shall have received officers' certificates from Seller and Guarantor in forms reasonably acceptable to Buyer; (g) Buyer shall have received an executed counterpart of a certain amended and restated Subordination Agreement in which United Grocers, Inc. agrees to subordinate its interest in the Collateral (other than patronage and stock) securing the Loans to the interest of Seller therein; (h) Buyer shall have received Exhibit A containing information relating to the corporate and "doing business" names of Seller and Guarantor in the States of Oregon, Washington and California; (i) Buyer shall have received duly executed counterparts of the Holdback Loan Purchase Agreement and the Holdback Guaranty Agreement, each dated as of the date hereof, together with opinions of counsel to United Resources and United Grocers to the effect that such Agreements are the legal, valid and binding obligations of United Resources and United Grocers, as applicable enforceable against both such parties in accordance with their respective terms; (j) Buyer shall have received duly executed counterparts of the New Origination Loan Agreement and the New Origination Guaranty Agreement, each dated the date hereof, together with an opinion of counsel to United Grocers to the effect that such Agreements are the legal, valid and binding obligations of United Grocers, enforceable against United Grocers in accordance with their respective terms; (k) Buyer shall have received a Loan Schedule listing all of the Loans sold by Seller and purchased by Buyer under the Original Agreement and owned by Buyer as of the Effectiveness Date; (l) Buyer shall have received certified copies of request requests for information or copies (Form UCC-11 or such other UCC form as required by applicable lawUCC-11) (or a similar search report certified by parties acceptable to the Buyer) dated a date reasonably near the date hereof Effectiveness Date listing all effective financing statements which name GCC (under its present name Seller or any previous or "doing business" name) Guarantor as transferor or debtor and which are filed in jurisdictions in which the filings were made pursuant to item (ba) above above, together with copies of such financing statements.statements (none of which shall cover any Loans and Related Property); (gm) Buyer shall have received evidence executed copies of the establishment of the Servicing Account Credit Agreement and the creation of a first priority perfected security interest therein in favor of Buyer;Security Documents; and (hn) Buyer shall have received a duly certified receipt-stamped acknowledgement copy of the executed Operating Agreement a Uniform Commercial Code financing statements on Form UCC-1 naming Buyer as "Secured Party" (including a duly executed amendment subordinate to Section 8 thereof increasing to $15,000,000 the minimum tangible net worth of GCC required to be maintained by UnifiedCredit Providers) and executed by Guarantor as "Debtor" covering the Investment Agreement (i) A signed and undated transfer letter relating to Guaranty Collateral, from the Servicing Account, directing appropriate offices in the bank which holds the Servicing Account to transfer all rights in such Account to the Buyer upon receipt State of notice of the occurrence of a Servicer Default (the "Transfer Letter"); and (j) Seller shall have satisfied the conditions set forth in Sections 3.03(a) through (f) and (j). [End of Article III]Oregon.