Conditions Precedent to a REMIC Conversion Sample Clauses

Conditions Precedent to a REMIC Conversion. Prior to a REMIC Conversion: (i) American Home Mortgage Investment Corp. shall have purchased all the REO properties in the Trust Estate at their fair market value; (ii) the party who caused the TMP Trigger Event shall have contributed to the Trust Estate an amount equal to any allocation of Realized Losses on the Offered Notes, if any, resulting from the sale of the REO properties described in clause (i) above; and (iii) the entity that delivered notice causing the REMIC Conversion to be undertaken shall have made provision for payment satisfactory to the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Paying Agent and the Note Registrar and others for any initial or ongoing additional administrative expenses associated with the REMIC elections.
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Conditions Precedent to a REMIC Conversion. Prior to a REMIC Conversion: (i) The Servicer shall have purchased all the REO properties in the Trust Estate at their fair market value; (ii) the party who caused the TMP Trigger Event shall have contributed to the Trust Estate an amount equal to any allocation of Realized Losses on the Offered Notes, if any, resulting from the sale of the REO properties described in clause (i) above; and (iii) the entity that delivered notice causing the REMIC Conversion to be undertaken shall have made provision for payment satisfactory to the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Paying Agent and the Note Registrar and others for any initial or ongoing additional administrative expenses associated with the REMIC elections. (iv) each Rating Agency shall receive prior written notice of such TMP Trigger Event and shall be provided with all new documents relating to the occurrence of a REMIC Conversion, including, but not limited to, legal opinions, as to, among other things, qualification of the new structure as a REMIC.
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Conditions Precedent to a REMIC Conversion. Prior to a REMIC Conversion following a TMP Trigger Event: (i) the Master Servicer shall have purchased of all REO Properties from the Issuing Entity at their fair market value, provided, however, that to the extent that the purchase price of the sale of such REO Properties would result in the allocation of a Realized Loss to any class of Offered Notes, the Secured Party causing the TMP Trigger Event shall deliver an amount equal to such Realized Losses to the Indenture Trustee for deposit in the Payment Account; (ii) the Indenture Trustee shall have made provision for payment for any initial or ongoing additional administrative expenses associated with the REMIC elections as contemplated in Exhibit M to the Trust Agreement; (iii) the Secured Party shall, at its expense, have obtained a REMIC opinion of counsel from nationally recognized tax counsel as to the trust estate.
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Conditions Precedent to a REMIC Conversion. This Amended and Restated Trust Agreement, dated as of February 27, 2006 (as amended from time to time, this “Trust Agreement”), among Citigroup Mortgage Loan Trust Inc., a Delaware corporation, as depositor (the “Depositor”), Wilmington Trust Company, a Delaware banking corporation, as owner trustee (the “Owner Trustee”), CitiMortgage, Inc. as securities administrator (the “Securities Administrator”) and Citibank, N.A., not individually but acting solely as certificate registrar (the “Certificate Registrar”) and as certificate paying agent (the “Certificate Paying Agent”).
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Conditions Precedent to a REMIC Conversion. Prior to a REMIC Conversion: (i) the Servicer shall have received at least two bids for the REO properties in the trust, at least one of which is sufficient not to result in the allocation of any Realized Losses to any of the Offered Notes; (ii) the servicer shall have completed the sale from the Trust Estate of all REO properties at their fair market value and (iii) the entity seeking the REMIC Conversion shall have made provision for payment satisfactory to the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Paying Agent and the Note Registrar and others for any initial or ongoing additional administrative expenses associated with the REMIC elections as contemplated in Exhibit J hereto.
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Conditions Precedent to a REMIC Conversion. Prior to a REMIC Conversion: (i) American Home Mortgage Investment Corp. shall have purchased all the REO properties in the Trust Estate at their fair market value; (ii) the party who caused the TMP Trigger Event shall have contributed to the Trust Estate an amount equal to any allocation of Realized Losses on the Offered Notes (determined, in the case of the Class V-A Notes for this purpose only, without regard to any Draws on the Policy), if any, resulting from the sale of the REO properties described in clause (i) above; and (iii) the entity that delivered notice causing the REMIC Conversion to be undertaken shall have made provision for payment satisfactory to the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Credit Enhancer, the Paying Agent and the Note Registrar and others for any initial or ongoing additional administrative expenses associated with the REMIC elections.
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Related to Conditions Precedent to a REMIC Conversion

  • Conditions Precedent to Borrowing The obligation of the Liquidity Provider to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and, prior to the date of such Borrowing, the Borrower shall have delivered a Notice of Borrowing which conforms to the terms and conditions of this Agreement and has been completed as may be required by the relevant form of the Notice of Borrowing for the type of Advances requested.

  • Conditions Precedent to Initial Borrowing The initial Borrowing under this Agreement is subject to the satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent.

  • CONDITIONS PRECEDENT TO LOAN The obligations of Lender to make the Loan hereunder are subject to the satisfaction by Borrower of the following conditions:

  • CONDITIONS PRECEDENT TO THE MERGER The obligations of the parties to effect the Merger are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Conditions Precedent to Loans The obligation of each Initial Lender to make its Initial Loan hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (iv) a favorable opinion of Vxxxxx and Exxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent, Lead Arranger, each Co-Arranger and each Lender, as to the matters set forth in Exhibit E and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (v) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies, or an exhibit, of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in paragraphs (xvi) and (xvii) below have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (vii) certificates attesting to the Solvency of each Loan Party before and after giving effect to the transactions contemplated by this Agreement and the incurrence of indebtedness related thereto and application of proceeds, from its chief financial officer; (viii) audited consolidated financial statements of the Borrower for the 2004 and 2005 fiscal years and unaudited consolidated financial statements of the Borrower for any interim quarterly periods that have ended since the most recent of such audited financial statements, which in each case, (1) shall be satisfactory in form and substance to the Lead Arranger and the Lenders, (2) shall not be materially inconsistent with the Information heretofore provided to the Lenders, and (3) shall meet the requirements of Regulation S-X under the Securities Act, and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement under such Act on Form S-1. (ix) evidence of the receipt by the Borrower of not less than $250,000,000 cash proceeds from the issuance of Equity Interests of the Borrower; (x) evidence that the Existing Agreement has been or concurrently with the Closing Date is being terminated and repaid in full; (xi) such other certificates, documents, or opinions as the Administrative Agent or the Required Lenders reasonably may require; (xii) any fees required to be paid on or before the Closing Date shall have been paid; (xiii) unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent); (xiv) the Closing Date shall have occurred on or before March 31, 2007; (xv) there shall have been no change, occurrence or development since December 31, 2005 that could reasonably be expected to have a Material Adverse Effect; (xvi) the representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Article IV, the representations and warranties contained in subsections 5.05(a) and (b) of

  • Conditions Precedent to Borrowings 5.1 Conditions Precedent to the Initial Borrowing of TBC 37 5.2 Conditions Precedent to Each Committed Borrowing of TBC 38 5.3 Conditions Precedent to Each Bid Borrowing of TBC 38 5.4 Conditions Precedent to the Initial Borrowing of a Subsidiary Borrower 39 5.5 Conditions Precedent to Each Committed Borrowing of a Subsidiary Borrower 39 5.6 Conditions Precedent to Each Bid Borrowing of a Subsidiary Borrower 40

  • Conditions Precedent to Disbursement Agency’s obligation to disburse Grant Funds to Grantee under this Grant is subject to satisfaction of each of the following conditions precedent: 7.2.1 Agency has received sufficient funding, appropriations, expenditure limitation, allotments or other necessary expenditure authorizations to allow Agency, in the exercise of its reasonable administrative discretion, to make the disbursement from the Funding Source; 7.2.2 No default as described in Section 15 has occurred; and 7.2.3 Grantee’s representations and warranties set forth in Section 8 are true and correct on the date of disbursement(s) with the same effect as though made on the date of disbursement.

  • Conditions Precedent to Initial Advance Bank’s obligation to make the initial Advance is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Initial Warrant; (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

  • Conditions Precedent to the Loan The obligation of the Lender to disburse the Initial Advance and to fund the Certificate of Deposit shall be subject to satisfaction of the following conditions, unless waived in writing by the Lender: (a) all legal matters and all Transaction Documents incident to the transactions contemplated hereby shall be reasonably satisfactory, in form and substance, to Lender's counsel; (b) the Lender shall have received (i) certificates by an authorized officer or representative of Borrower upon which the Lender may conclusively rely until superseded by similar certificates delivered to the Lender, certifying that (1) all requisite action taken in connection with the transactions contemplated hereby has been duly authorized and (2) the names, signatures, and authority of Borrower’s authorized signers executing the Loan Documents, and (ii) such other documents as the Lender may reasonably require to be executed by, or delivered on behalf of, Borrower; (c) the Lender shall have received the Note with all blanks appropriately completed, executed by an authorized signer for Borrower; (d) Borrower shall have maintained its financial condition in a manner satisfactory to the Lender (it being understood that Borrower has ceased operations, is currently without funds other than the Loan and that the Loan will not, unless the transactions contemplated by the Asset Purchase Agreement are consummated, satisfy all of Borrower’s known creditors’ claims), and no material adverse change shall have occurred in Borrower’s financial condition or prospects; (f) the Financing Statement shall be assigned of record to the Lender; and (g) the Lender shall have received written instructions from the Borrower with respect to disbursement of the proceeds of the Loan then disbursable hereunder.

  • Conditions Precedent to Purchase The Purchase under this Agreement is subject to the conditions precedent that (a) Buyer shall have received on or before the date of such purchase those documents listed on Schedule A and (b) all of the conditions to the initial purchase under the Purchase Agreement shall have been satisfied or waived in accordance with the terms thereof.

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