First Loan Advance. As conditions precedent to Bank’s obligation to fund the initial Loan Advance hereunder: (1) Borrower shall have delivered to Bank, in form and substance satisfactory to Bank and its counsel, each of the following: (i) duly executed copies of this Agreement, each Subordination Agreement, if applicable, and the Power of Attorney; (ii) copies of all financing statements and other documents, instruments and agreements, properly executed and recorded, that Bank deems necessary or appropriate; (iii) such credit applications, financial statements, authorizations and other information concerning Borrower and its business, operations and conditions (financial and otherwise) as Bank may reasonably request; (iv) certified copies of resolutions of the directors of Borrower approving the execution and delivery of the Loan Documents to which Borrower is a party, the performance of the Obligations thereunder and the consummation of the transactions contemplated thereby; (v) a certificate from an officer of Borrower certifying the names and true signatures of the officers of Borrower authorized to execute and deliver the Loan Documents to which Borrower is a party; (vi) a copy of Borrower’s Articles or Certificate of Incorporation and Bylaws; (vii) the Note; (viii) a legal opinion in form and substance acceptable to Bank; and (ix) a fully-executed Fifth Amendment to Master Repurchase Agreement and Pricing Letter, in form and substance acceptable to Bank, in connection with the Mortgage Warehouse Agreement. (2) Borrower shall have paid all fees and expenses payable by Borrower hereunder. (3) All acts and conditions (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened precedent to the execution, delivery and performance of the Loan Documents and to constitute the same legal, valid and binding Obligations, enforceable in accordance with their respective terms, shall have been done and performed, and shall have happened in due and strict compliance with all applicable laws. (4) All documentation, including without limitation, documentation for corporate and legal proceedings in connection with the Loan Advances contemplated by the Loan Documents, shall be satisfactory in form and substance to Bank and its counsel.
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Samples: Loan and Security Agreement (loanDepot, Inc.), Loan and Security Agreement (loanDepot, Inc.)
First Loan Advance. As conditions precedent to Bank’s obligation to fund the initial Loan Advance hereunder:
(1) Borrower shall have delivered to Bank, in form and substance satisfactory to Bank and its counsel, each of the following:
(i) duly executed copies of this Agreement, each Subordination Agreement, if applicable, and the Power of Attorney;
(ii) copies of all financing statements and other documents, instruments and agreements, properly executed and recorded, that Bank deems necessary or appropriate;
(iii) such credit applications, financial statements, authorizations and other information concerning Borrower and its business, operations and conditions (financial and otherwise) as Bank may reasonably request;
(iv) certified copies of resolutions of the directors of Borrower approving the execution and delivery of the Loan Documents to which Borrower is a party, the performance of the Obligations thereunder and the consummation of the transactions contemplated thereby;
(v) a certificate from an officer of Borrower certifying the names and true signatures of the officers of Borrower authorized to execute and deliver the Loan Documents to which Borrower is a party;
(vi) a copy of Borrower’s Articles or Certificate of Incorporation and Bylaws;
(vii) the Note;
(viii) to the extent the Mortgage Loans are not serviced by Borrower, a fully-executed Servicer Notice in the form attached hereto as Exhibit III;
(ix) a legal opinion in form and substance reasonably acceptable to Bank, opining as to: New York enforceability, grant and perfection of security interest, corporate matters, non-contravention, no material litigation, and the Investment Company Act of 1940 and such other matters as Bank may reasonably request; and
(ixx) a fully-executed Fifth Amendment to Amended and Restated Master Repurchase Agreement Agreement, Amended and Restated Pricing LetterLetter and the other Facility Documents (as defined in the Mortgage Warehouse Agreement), in form and substance acceptable to Bank, in connection with the Mortgage Warehouse Agreement.
(2) Borrower shall have paid Bank the Up-Front Fee and all other fees and expenses payable by Borrower hereunder.
(3) All acts and conditions (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened precedent to the execution, delivery and performance of the Loan Documents and to constitute the same legal, valid and binding Obligations, enforceable in accordance with their respective terms, shall have been done and performed, and shall have happened in due and strict compliance with all applicable laws.
(4) All documentation, including without limitation, documentation for corporate and legal proceedings in connection with the Loan Advances contemplated by the Loan Documents, shall be satisfactory in form and substance to Bank and its counsel.
(5) The total outstanding principal balance of the Loan after such Loan Advance shall not exceed the Maximum Loan Amount.
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Samples: Loan and Security Agreement (Stonegate Mortgage Corp)
First Loan Advance. As conditions precedent to Bank’s obligation to fund the initial Loan Advance hereunder:
(1) Borrower shall have delivered to Bank, in form and substance satisfactory to Bank and its counsel, each of the following:
(iA) duly executed copies of this Agreement, each Subordination Agreement, if applicable, and the Power of Attorney;
(iiB) copies of all financing statements and other documents, instruments and agreements, properly executed and recorded, that Bank deems necessary or appropriate;
(iiiC) such credit applications, financial statements, authorizations and other information concerning Borrower and its business, operations and conditions (financial and otherwise) as Bank may reasonably request;
(ivD) certified copies of resolutions of the directors of Borrower approving the execution and delivery of the Loan Documents to which Borrower is a party, the performance of the Obligations thereunder and the consummation of the transactions contemplated thereby;
(vE) a certificate from an officer of Borrower certifying the names and true signatures of the officers of Borrower authorized to execute and deliver the Loan Documents to which Borrower is a party;
(viF) a copy of Borrower’s Articles or Certificate of Incorporation and Bylaws;
(viiG) a fully-executed Servicer Notice in the Noteform attached hereto as Exhibit III [Omitted pursuant to Item 601(a)(5) of Regulation S-K] or such other form as may be acceptable to Bank in its sole and absolute discretion;
(viiiH) a legal opinion in form and substance acceptable to Bank; and
(ixI) a fully-duly executed Fifth Third Amendment to Master Repurchase Agreement and Pricing Letter, in form and substance acceptable to Bank, in connection with the Mortgage Warehouse AgreementAgreement and all other documents and agreements required thereunder.
(2) Borrower shall have paid Bank the Up-Front Fee and all other fees and expenses payable by Borrower hereunder.
(3) All acts and conditions (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened precedent to the execution, delivery and performance of the Loan Documents and to constitute the same legal, valid and binding Obligations, enforceable in accordance with their respective terms, shall have been done and performed, and shall have happened in due and strict compliance with all applicable laws.
(4) All documentation, including without limitation, documentation for corporate and legal proceedings in connection with the Loan Advances contemplated by the Loan Documents, shall be satisfactory in form and substance to Bank and its counsel.
(5) The total outstanding principal balance of the Loan after such Loan Advance shall not exceed the Maximum Loan Amount.
(6) Borrower shall have paid to Bank the facility fee contemplated by Section 3(l) hereof.
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First Loan Advance. As Bank shall not be obligated to make the first advance of Loan proceeds hereunder unless and until the following conditions precedent to shall have been satisfied (as determined in the sole discretion of Bank’s obligation to fund the initial Loan Advance hereunder) or unless and until waived in writing by Bank:
(1a) Borrower the Loan Documents shall have be duly authorized, executed, acknowledged (where appropriate), delivered to Bank, in form and substance satisfactory to the Bank and its counsel, each of the following:
recorded (i) duly executed copies of this Agreement, each Subordination Agreement, if applicable, and the Power of Attorneywhere appropriate);
(iib) copies the delivery to Bank of all financing statements and other proper corporate documents, instruments including certified charter, good standing certificate and agreements, properly resolutions executed and recorded, that Bank deems by the necessary or appropriate;
(iii) such credit applications, financial statements, authorizations and other information concerning Borrower and its business, operations and conditions (financial and otherwise) as Bank may reasonably request;
(iv) certified copies of resolutions representatives of the directors of Borrower approving the execution Borrower's undertaking and delivery of participation in the Project and the Loan Documents to which Borrower is a party, the performance of the Obligations thereunder and the consummation of the transactions contemplated thereby;
(v) a certificate from an officer of Borrower certifying the names and true signatures of the authorizing certain officers of Borrower authorized to execute and deliver all the Loan Documents to which Borrower is a party;
(vic) the delivery to Bank of a copy Requisition, appropriately completed and signed by an authorized representative of the Borrower’s Articles or Certificate of Incorporation and Bylaws, in the form attached hereto as Exhibit B;
(viid) the Notereceipt by Bank of current financial statements of Borrower;
(viiie) the receipt by Bank of a legal opinion in form certified copy of the Plans and substance Specifications and approval by the Bank and by all applicable governmental authorities of the same;
(f) Borrower's delivery to the Bank of an appraisal of the Project made by an appraiser acceptable to Bank; and
(ix) a fully-executed Fifth Amendment to Master Repurchase Agreement and Pricing Letter, in form and substance acceptable to the Bank, in connection with showing the Mortgage Warehouse Agreement.
(2) Borrower shall have paid all fees and expenses payable by Borrower hereunder.
(3) All acts and conditions (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened precedent to the execution, delivery and performance value of the Loan Documents and Project to constitute the same legal, valid and binding Obligations, enforceable in accordance with their respective terms, shall have been done and performed, and shall have happened in due and strict compliance with all applicable laws.
(4) All documentation, including without limitation, documentation for corporate and legal proceedings in connection with the Loan Advances contemplated by the Loan Documents, shall be satisfactory in amount, form and substance to the Bank;
(g) the receipt by Bank of the completed Schedule of Sources and Uses of Loan Proceeds attached hereto as Exhibit C;
(h) receipt by Bank of a copy of the Project Budget detailing all costs associated with the completion of the development, design, construction and financing of the Project, including a schedule of anticipated disbursements;
(i) the receipt by Bank of evidence satisfactory to Bank that Borrower has caused to be placed into effect insurance required by the terms of this Agreement and the Deed of Trust;
(j) the opening of the Construction Disbursement Account;
(k) Borrower's execution and delivery to the Bank of such financing statements as the Bank may require to perfect its counsel.security interests created in the Loan Documents;
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