Common use of Conditions to this Amendment Clause in Contracts

Conditions to this Amendment. The effectiveness of this Amendment shall be subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent shall have received payment of the upfront fee in accordance with that certain fee letter between the Company and the Administrative Agent of even date herewith. (b) The Administrative Agent shall have received the following, each of which shall be originals or facsimiles or other electronic format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Person, each dated the date hereof (or, in the case of certificates of governmental officials, a recent date before the date hereof) and each in form and substance satisfactory to the Administrative Agent and its legal counsel: i) executed counterparts of this Amendment and the Notes, sufficient in number for distribution to the Administrative Agent, each Holder and the Company; ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Note 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 Note Documents to which such Note Party is a party; iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Note Party is duly organized or formed, and that each Note Party 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 the failure to be so qualified in any such jurisdiction other than the jurisdiction of such Note Party’s organization or formation could not reasonably be expected to result in a Material Adverse Effect; iv) a certificate of a Responsible Officer of the Company stating that no consent, license or approval is required in connection with the execution, delivery and performance by any Note Party and the validity against such Note Party of the Note Documents to which it is a party, other than those consents, licenses and approvals that have already been obtained; v) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Company contained in Article V of the Note Agreement or any other Note Document, or which are contained in any document furnished under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the First Amendment Effective Date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects of such date); (B) as of the First Amendment Effective Date, immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing; (C) there is no Judgment binding on any Note Party, and the Administrative Agent has not received from the Company any notice that any action, suit, investigation, litigation or proceeding is pending or overtly threatened in any court or before any arbitrator or Governmental Authority, which would be reasonably expected to impose or result in the imposition of a Material Adverse Effect; and (D) there has been no event or circumstance since September 30, 2011 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and vi) a Borrowing Base Certificate setting forth the Borrowing Base as of the date hereof, after giving effect to the initial Loans, if any, made on the date hereof. (c) The Administrative Agent shall have received a favorable written opinion of Xxxxxxx Xxxxxxx Xxxxxx LLP, counsel to the Note Parties, dated the First Amendment Effective Date, addressed to the Administrative Agent and the Holders and substantially similar in form and substance to the opinion delivered by such counsel on the Amendment Closing Date. (d) The Administrative Agent shall have received evidence of the execution of such amendments, supplements or other modifications as may be required under the Natixis Facility and the Wachovia Facility, including amendments to the related limited liability agreement and sale and servicing agreements. (e) The Administrative Agent shall have received an update or supplement to Exhibit C of the Security Agreement in form and substance reasonably satisfactory to the Administrative Agent. (f) The Administrative Agent shall have received such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.

Conditions to this Amendment. The effectiveness of this This Amendment shall be subject to the satisfaction of become effective only if Borrower has satisfied the following conditions precedentas of the Effective Time: (aA) The Administrative Agent Borrower shall have received payment delivered to Agent an amendment fee of $50,000 as of the upfront fee date this Amendment was executed by the parties hereto; (B) Borrower shall have delivered to Agent and Lender a duly executed Third Amendment to Warrant Agreement in accordance with that certain fee letter between the Company form attached hereto as Exhibit A (the “Third Warrant Amendment”); (C) Borrower shall have delivered to Agent and Lender a duly executed perfection certificate, in a form reasonably satisfactory to Borrower, for the Surviving Corporation and its subsidiaries; (D) Borrower shall have delivered to Agent duly executed Joinder Agreements for (i) the Surviving Corporation and (ii) any other Qualified Subsidiaries thereof or the Surviving Corporation (the Subsidiaries under clause (ii), the “Other Qualified Subsidiaries”); (E) Borrower shall have delivered to Agent (i) an amended and restated Exhibit B to the Loan Agreement reflecting all information required to be disclosed therein under the Loan Agreement as of the Effective Time, as well as duly executed Account Control Agreements for the accounts listed on Exhibit B (as so amended and restated) for the Surviving Corporation and the Administrative Agent Other Qualified Subsidiaries and (ii) an amended and restated Exhibit C to the Loan Agreement reflecting all information required to be disclosed therein under the Loan Agreement as of even date herewith.the Effective Time, as well as the landlord consents and bailee waivers listed on Exhibit C (as so amended and restated) for the Surviving Corporation and the Other Qualified Subsidiaries; (bF) The Administrative Agent shall have received all of Borrower’s representations and warranties contained in the following, each of which shall be originals or facsimiles or other electronic format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer Agreement and all schedules thereto were true in all material respects as of the signing Person, each dated the date hereof (or, in the case of certificates of governmental officials, a recent date before the date hereof) and each in form and substance satisfactory to the Administrative Agent and its legal counsel: i) executed counterparts of this Amendment and the Notes, sufficient in number for distribution to the Administrative Agent, each Holder and the Company; ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Note 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 Note Documents to which such Note Party is a party; iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Note Party is duly organized or formed, and that each Note Party 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 the failure to be so qualified in any such jurisdiction other than the jurisdiction of such Note Party’s organization or formation could not reasonably be expected to result in a Material Adverse Effect; iv) a certificate of a Responsible Officer of the Company stating that no consent, license or approval is required in connection with the execution, delivery and performance by any Note Party and the validity against such Note Party of the Note Documents to which it is a party, other than those consents, licenses and approvals that have already been obtained; v) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Company contained in Article V of the Note Agreement or any other Note Document, or which are contained in any document furnished under or in connection herewith or therewith, shall be true and correct in all material respects as of the Effective Time (and assuming the consummation of the Merger) as though made on and as of the First Amendment Effective Date (such date, except to the extent that any such representation or warranty representations and warranties relate expressly relates to an earlier date, ; (G) Borrower was in which case such representation or warranty shall be true and correct in all material respects of such date); (B) compliance as of the First date of this Amendment with all of the terms and provisions set forth in each Loan Document, and Borrower shall be in compliance with all of the terms and provisions set forth in each Loan Document as of the Effective Date, immediately Time (and assuming the consummation of the Merger and after giving effect to this Amendment), and there shall be no Default fact or condition that would (or would, with the passage of time, the giving of notice or both) constitute an Event of Default shall have occurred and be continuing; (C) there is no Judgment binding on any Note Party, and the Administrative Agent has not received from the Company any notice that any action, suit, investigation, litigation or proceeding is pending or overtly threatened in any court or before any arbitrator or Governmental Authority, which would be reasonably expected to impose or result in the imposition of a Material Adverse Effect; and (D) there has been no event or circumstance since September 30, 2011 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and vi) a Borrowing Base Certificate setting forth the Borrowing Base as of the date hereofof this Amendment or the Effective Time (and assuming the consummation of the Merger); (H) Borrower shall have delivered Agent a certificate, after giving effect dated as of the Closing Date under the Merger Agreement and signed on behalf of Borrower by a duly authorized officer thereof, certifying the satisfaction of the conditions in Sections 5(F) and 5(G); and (I) Borrower shall have delivered, or caused the Surviving Corporation to deliver, one or more subordination agreements, in a form acceptable to Agent, with respect to any indebtedness for borrowed money of the initial LoansSurviving Corporation and its Subsidiaries that is not Subordinated Indebtedness, if any, made each such subordination agreement to become effective immediately upon the Effective Time without any further action required on the date hereof. (c) The Administrative Agent shall have received a favorable written opinion of Xxxxxxx Xxxxxxx Xxxxxx LLP, counsel to the Note Parties, dated the First Amendment Effective Date, addressed to the Administrative Agent and the Holders and substantially similar in form and substance to the opinion delivered by such counsel on the Amendment Closing Date. (d) The Administrative Agent shall have received evidence part of the execution of such amendments, supplements or other modifications as may be required under the Natixis Facility and the Wachovia Facility, including amendments to the related limited liability agreement and sale and servicing agreementsapplicable lender(s). (e) The Administrative Agent shall have received an update or supplement to Exhibit C of the Security Agreement in form and substance reasonably satisfactory to the Administrative Agent. (f) The Administrative Agent shall have received such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.

Conditions to this Amendment. The effectiveness of this Amendment shall be subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent shall have received payment of the upfront fee in accordance with that certain fee letter between the Company and the Administrative Agent of even date herewith. (b) The Administrative Agent shall have received the following, each of which shall be originals or facsimiles or other electronic format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Person, each dated the date hereof (or, in the case of certificates of governmental officials, a recent date before the date hereof) and each in form and substance satisfactory to the Administrative Agent and its legal counsel: i) executed counterparts of this Amendment and the NotesAmendment, sufficient in number for distribution to the Administrative Agent, each Holder and the Company; ii) Annexes to the Subsidiary Guaranty executed by each New REO Subsidiary pursuant to which each such New REO Subsidiary shall become a party to the Subsidiary Guaranty as an additional Subsidiary Guarantor thereunder; iii) Supplements to the Security Agreement executed by each New REO Subsidiary pursuant to which each such New REO Subsidiary shall become a party to the Security Agreement as an additional Grantor thereunder; iv) the First Amendment to Amended and Restated Pledge and Security Agreement executed by the Grantors party to the Security Agreement, such amendment to be in form and substance reasonably satisfactory to the Administrative Agent; v) each such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Note Party New REO Subsidiary 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 Note Documents to which such Note Party New REO Subsidiary is or is to become a party;; and iiivi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Note Party New REO Subsidiary is duly organized or formed, and that each Note Party New REO Subsidiary 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 the failure to be so qualified in any such jurisdiction other than the jurisdiction of such Note PartyNew REO Subsidiary’s organization or formation could not reasonably be expected to result in a Material Adverse Effect; iv) a certificate of a Responsible Officer of the Company stating that no consent, license or approval is required in connection with the execution, delivery and performance by any Note Party and the validity against such Note Party of the Note Documents to which it is a party, other than those consents, licenses and approvals that have already been obtained; v) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Company contained in Article V of the Note Agreement or any other Note Document, or which are contained in any document furnished under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the First Amendment Effective Date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects of such date); (B) as of the First Amendment Effective Date, immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing; (C) there is no Judgment binding on any Note Party, and the Administrative Agent has not received from the Company any notice that any action, suit, investigation, litigation or proceeding is pending or overtly threatened in any court or before any arbitrator or Governmental Authority, which would be reasonably expected to impose or result in the imposition of a Material Adverse Effect; and (D) there has been no event or circumstance since September 30, 2011 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and vi) a Borrowing Base Certificate setting forth the Borrowing Base as of the date hereof, after giving effect to the initial Loans, if any, made on the date hereof. (cb) The Administrative Agent shall have received (i) the results of a favorable written opinion of Xxxxxxx Xxxxxxx Xxxxxx LLP, counsel Uniform Commercial Code (“UCC”) lien search with respect to each New REO Subsidiary in the Note Parties, dated appropriate office in the First Amendment Effective Date, addressed to jurisdiction where each such New REO Subsidiary is organized and (ii) UCC financing statements duly authorized by each New REO Subsidiary naming such New REO Subsidiary as debtor and in appropriate form for filing in the Administrative Agent and appropriate office in the Holders and substantially similar in form and substance to the opinion delivered by jurisdiction where each such counsel on the Amendment Closing DateNew REO Subsidiary is organized. (d) The Administrative Agent shall have received evidence of the execution of such amendments, supplements or other modifications as may be required under the Natixis Facility and the Wachovia Facility, including amendments to the related limited liability agreement and sale and servicing agreements. (e) The Administrative Agent shall have received an update or supplement to Exhibit C of the Security Agreement in form and substance reasonably satisfactory to the Administrative Agent. (fc) The Administrative Agent shall have received such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.