Second Closing The Second Closing shall be for $750,000 of the aggregate Subscription Amount subscribed for by all Purchasers hereunder and shall occur within 5 Business Days of the date which is the latest of (i) the date the Company files its Annual Report for the year ended June 30, 2007 with the Commission, (ii) the date the Company files its Quarterly Report for the quarter ended September 30, 2007 with the Commission and (iii) the date the Company is otherwise current in its reporting obligations under the Exchange Act (and indicated compliance with such reporting obligations on the cover page of its most recent period report filed with the Commission), and in any event on or before March 15, 2008. . (a) On or before each Closing Date (except as noted), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) as to the First Closing, this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in substantially the form of Exhibit D attached hereto; (iii) as to the First Closing, a Note with a principal amount equal to such Purchaser’s Subscription Amount for the First Closing as set forth on its signature page hereto, registered in the name of such Purchaser; (iv) as to the Second Closing, a Note with a principal amount equal to such Purchaser’s Subscription Amount for the Second Closing as set forth on its signature page hereto, registered in the name of such Purchaser; (v) as to the First Closing, a Warrant registered in the name of such Purchaser to purchase up to such Purchaser’s pro-rata share of 75,000 shares of Common Stock, with an exercise price equal to $_____1, subject to adjustment therein, it being understood that Warrants to purchase a total 1 110% of the closing price of the Common Stock on the Trading Day immediately prior to the date hereof. of 75,000 shares shall be issued at the First Closing; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, (w) certifying the resolutions adopted unanimously by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (x) certifying the current versions of the certificate or articles of incorporation, as amended and by-laws of the Company and its Subsidiaries, (y) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company and its Subsidiaries and (z) confirming that the representations and warranties of the Company contained herein are accurate in all material respects when made and on the applicable Closing Date; (vii) as to the First Closing, a certificate, evidencing a number of Shares equal to such Purchaser’s pro-rata portion of 2,000,000 shares of Common Stock (based on such Purchaser’s Subscription Amount hereunder and the aggregate Subscription Amount of all Purchasers hereunder), registered in the name of such Purchaser, it being understood that all 2,000,000 shares shall be issued at the First Closing; (viii) as to the Second Closing, the Mortgage, along with all of the other Security Documents, duly executed by the parties thereto and acknowledged where applicable; and (ix) as to the First Closing, the Subsidiary Guarantees, duly executed by the parties thereto and acknowledged where applicable. (b) On each Closing Date (except as noted), each Purchaser shall deliver or cause to be delivered to the Company the following: as to the First Closing, this Agreement duly executed by such Purchaser; and such Purchaser’s Subscription Amount for the applicable Closing by wire transfer to the account as specified in writing by the Company.
First Closing The First Closing shall have occurred.
Closing The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) All documents specified in Section 7 of this Agreement (the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and the Mortgage Loan Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; and (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement. (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use their commercially reasonable best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.