Conditions Precedent to Initial Transaction. Buyer’s agreement to enter into the initial Transaction hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the condition precedent that Buyer shall have received from Seller any fees and expenses payable hereunder, and all of the following documents, each of which shall be satisfactory to Buyer and its counsel in form and substance:
Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the purchase of any Mortgage Loan until the following conditions have been satisfied , or waived by Buyer, on and as of the Initial Purchase Date:
(a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate dated a recent date with respect to Seller and Guarantor, (iii) certificates of the secretary or an assistant secretary of Seller, Servicer and Guarantor together with copies of the Governing Documents and applicable resolutions and the incumbencies and signatures of officers of Seller, Servicer and Guarantor executing the Repurchase Documents to which it is a party, evidencing the respective authority of Seller, Servicer and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit I, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer and Guarantor as Buyer may require, including with respect to corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and the applicability of Bankruptcy Code and “securities contract” safe harbor, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may reasonably require;
(i) UCC financing statements have been filed against Seller in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy and other matters relating to Seller, Servicer and Guarantor and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer;
(c) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter and the other Repurchase Documents, as contemplated by Section 13.02, including without limitation the Facility Fee;
(d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as ...
Conditions Precedent to Initial Transaction. Xxxxx’s agreement to enter into the initial Transaction hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the condition precedent that Buyer shall have received from Seller any fees and expenses payable hereunder, and all of the following documents, each of which shall be satisfactory to Buyer and its counsel in form and substance:
Conditions Precedent to Initial Transaction. The Agent’s obligation to enter into the initial Transaction hereunder, for the benefit of the Buyers, is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the condition precedent that the Agent shall have received from such Seller any fees and expenses payable hereunder, and all of the following documents, each of which shall be satisfactory to the Agent, Buyers and their counsel in form and substance:
Conditions Precedent to Initial Transaction. Administrative Agent’s obligation to enter into the initial Transaction hereunder, for the benefit of the Buyers, is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the condition precedent that Administrative Agent shall have received from the Seller any fees and expenses then due and payable hereunder, and all of the following documents, each of which shall be satisfactory to Administrative Agent and the Buyers in form and substance:
Conditions Precedent to Initial Transaction. The Effective Date hereof is subject to the satisfaction, immediately prior to or concurrently with such Effective Date, of the condition precedent that Buyer shall have received from Seller any fees and expenses payable hereunder, and all of the following documents, each of which shall be satisfactory in form and substance to Buyer and its counsel:
(1) The following Repurchase Documents, as well as certain other documents, delivered to Buyer:
Conditions Precedent to Initial Transaction. Xxxxx’s agreement to enter into the initial Transaction is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the following conditions precedent:
Conditions Precedent to Initial Transaction. As conditions precedent to the initial Transaction hereunder, Buyer shall have received on or before the day of such Transaction the following, in form and substance satisfactory to the Buyer and duly executed by Seller:
(a) This Agreement and the Custodial Agreement.
(b) Evidence that all other actions necessary or, in the sole discretion of Buyer, desirable to perfect and protect the security interests and liens created by Section 6 hereof have been taken, including without limitation duly executed Uniform Commercial Code financing statements on Form UCC-1 with respect to the Collateral.
(c) A certified copy of the Seller's internal resolutions approving this Agreement and the Custodial Agreement and transactions contemplated thereunder, and all documents evidencing other necessary organizational action or governmental approvals as may be required in connection with this Agreement and the Custodial Agreement.
(d) A certificate of the Seller's Corporate Secretary or Assistant Secretary certifying the names, true signatures and titles of the Seller's officers duly authorized to initiate Transactions and to sign this Agreement and the Custodial Agreement and the other documents to be delivered thereunder.
(e) A favorable opinion of the Seller's counsel as to such matters as the Buyer may reasonably request.
(f) The documents set forth in Exhibit III, Exhibit IV and Exhibit VI hereto.
(g) A Master Collateral Security and Netting Agreement in form and substance satisfactory to Buyer.
Conditions Precedent to Initial Transaction. Each Buyer’s agreement to enter into the initial Transaction hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the condition precedent that the Administrative Agent shall have received from Seller any fees and expenses payable hereunder, and all of the following documents, each of which shall be satisfactory to Buyers and their counsel in form and substance:
(i) The following Facility Documents, duly executed and delivered to the Administrative Agent:
Conditions Precedent to Initial Transaction. Purchaser’s agreement to enter into the initial Transaction after the date hereof is subject to the satisfaction, prior to or concurrently with the making of such Transaction, of the following conditions precedent:
