Agreement of the Seller. The Seller agrees to execute and deliver such instruments and take such actions as the Depositor, the Indenture Trustee, the Owner Trustee, the Custodian or the Securities Administrator may, from time to time, reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement, the Indenture, the Trust Agreement or the Transfer and Servicing Agreement, including, without limitation, the execution and filing of any UCC financing statements to evidence the interests of the Depositor and any of its transferees in the Mortgage Loans and other assets assigned to the Issuer.
Agreement of the Seller. The Seller agrees to execute and deliver such instruments and take such actions as the Seller or the Trustee may, from time to time, reasonably request in order to effectuate the purpose and to carry out the terms of this Sales Agreement including, without limitation, the execution and filing of any UCC financing statements to evidence the interests of the Purchaser and any of its transferees in the [Mortgage Loans][Assets] and other assets assigned to the Trust.
Agreement of the Seller. The Seller, in reliance upon the representations, warranties, covenants and agreements of the Buyer set forth herein and in consideration for the payment of the Purchase Price, hereby agrees to sell, transfer, assign and deliver the Membership Interests to the Buyer at the Closing, free and clear of all Encumbrances, upon and subject to the terms, conditions and provisions of this Agreement.
Agreement of the Seller. The Seller agrees to execute and deliver such instruments and take such actions as the Depositor, the [Indenture] Trustee, [the Owner Trustee,] the Custodian or the Securities Administrator may, from time to time, reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement, [the Indenture, the Trust Agreement] or the [Transfer] [Pooling] and Servicing Agreement, including, without limitation, the execution and filing of any UCC financing statements to evidence the interests of the Depositor and any of its transferees in the Mortgage Loans and other assets assigned to the [Issuer] [Trustee for the benefit of the Certificateholders].
Agreement of the Seller. The Seller agrees to execute and deliver such instruments and take such actions as Purchaser or any assignee of Purchaser may, from time to time, reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement.
Agreement of the Seller. The Seller agrees that for a period of one year from the date of this Agreement, the Seller will not, and shall cause its Affiliates not to (and the Seller and its Affiliates will not assist or form a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), act in concert or participate with or encourage other Persons to), directly or indirectly, acquire or offer to acquire, seek, propose or agree to acquire, by means of a purchase, tender or exchange offer, business combination or in any other manner, beneficial ownership (as defined in Rule 13d-3 under the Exchange Act), of any of the assets, businesses or securities of the Buyer or any of its Affiliates, including rights or options to acquire such ownership (including from any third Person).
Agreement of the Seller. The Seller agrees to execute and deliver such instruments and take such actions as FAIC II, the Issuer or the Indenture Trustee may, from time to time, reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement including, without limitation, the execution and filing of any UCC financing statements to evidence the interests of FAIC II and any of its transferees in the Mortgage Loans and other assets pledged to the Indenture Trustee.
Agreement of the Seller. Section 5.1(k) of the Agreement provides that the Seller shall enter into a Hedge Contract at any time the Program Yield is less than 0.50%. As of the Settlement Date occurring on June 12, 2000, the Program Yield is less than 0.50%. The Seller hereby agrees that it shall, by no later than July 15, 2000, either (i) increase the interest rate applicable to the Receivables in accordance with the terms of each Contract such that the Program Yield will be at least 0.50% as of the Settlement Date occurring on August 10, 2000 and thereafter, or (ii) enter into a Hedge Contract in form and substance satisfactory to the Agent.
Agreement of the Seller. (a) The Seller agrees to execute and deliver such instruments and take such actions, including, without limitation all necessary UCC-1 financing statements and any continuation statements with respect thereto, as the Purchaser or any assignee of the Purchaser may, from time to time, reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement.
(b) On the Closing Date the Seller shall provide the Purchaser with an opinion of counsel to the effect that this Agreement has been duly authorized, executed and delivered by the Seller and is an enforceable obligation of the Seller subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and to general principals of equity.
(c) On the Closing Date the Seller shall provide the Purchaser with a data tape containing the information with respect to the underlying mortgage loans substantially in the form of Schedule B attached hereto.
(d) On the Closing Date the Seller shall provide the Purchaser with copies of the: (i) prospectus and prospectus supplement pursuant to which each of the Underlying Certificates were publicly offered; and (ii) most recent monthly trustee report for each of the Underlying Certificates which are required to be delivered to the holders of the Underlying Certificates pursuant to the terms of the underlying agreements.
Agreement of the Seller. The Seller hereby agrees to provide the following documents to the Purchaser in connection with the execution of this Agreement:
(a) An Officer's Certificate substantially in the form of Exhibit C hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, and upon which the Purchaser may rely, attaching thereto as exhibits the organizational documents of the Seller; and
(b) Written opinions of counsel for the Seller, substantially in the form of Exhibits D-1 and D-2 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser.
