Initial Advance. As conditions precedent to Lender’s obligation to make the initial Advance hereunder: (a) Borrower shall have delivered to Lender, in form and substance satisfactory to Lender: (i) this Agreement signed by Borrower; (ii) the Commitment Letter signed by Borrower; (iii) the Note signed by Borrower; (iv) a Guarantee signed by each Guarantor, if stipulated in the Commitment Letter; (v) a Power of Attorney signed by Borrower; (vi) a certified copy of Borrower’s articles or certificate of incorporation and bylaws (or corresponding organizational documents if Borrower is not a corporation) and a certificate of good standing issued by the appropriate official in Borrower’s jurisdiction of organization, dated no less recently than one (1) month prior to the date hereof; (vii) a certificate of Borrower’s corporate secretary, substantially in the form of Exhibit H hereto, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Borrower executing the Principal Agreements and the resolutions of the board of directors of Borrower, substantially in the form of Exhibit I hereto; (viii) independently audited financial statements of Borrower (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Lender; (ix) if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial statements of Borrower covering the period from the first day of the current fiscal year to the last day of the most recently ended month; (x) financial statements of each of the Guarantors, signed by them, dated no less recently than three (3) months prior to the date of the initial Advance; (xi) copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Lender, showing compliance by Borrower with Section 9.10 below; (xii) a subordination agreement, in form and substance satisfactory to Lender in its sole discretion, executed by each Guarantor and each Affiliate of Borrower that, as of the Effective Date, is a creditor of Borrower; and (xiii) the initial Commitment Fee. (b) Lender shall have executed and filed with the appropriate governmental authorities, as determined by Lender, in the state of Borrower’s principal place of business and in the state of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in the Collateral, and Lender has received evidence satisfactory to Lender of such filing. (c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (ECC Capital CORP)
Initial Advance. As conditions precedent to Lender’s 's obligation to make the initial Advance hereunder:
(a) Borrower shall have delivered to Lender, in form and substance satisfactory to Lender:
(i) this Agreement signed by Borrower;
(ii) the Commitment Letter signed by Borrower;
(iii) the Note signed by Borrower;
(iv) a Guarantee signed by each Guarantor, if stipulated in the Commitment Letter;
(v) a Power of Attorney signed by Borrower;
(vi) a certified copy of Borrower’s 's articles or certificate of incorporation and bylaws (or corresponding organizational documents if Borrower is not a corporation) and a certificate of good standing issued by the appropriate official in Borrower’s 's jurisdiction of organization, dated no less recently than one (1) month prior to the date hereof;
(vii) a certificate of Borrower’s 's corporate secretary, substantially in the form of Exhibit H hereto, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Borrower executing the Principal Agreements and the resolutions of the board of directors of Borrower, substantially in the form of Exhibit I hereto;
(viii) independently audited financial statements of Borrower (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ ' equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Lender;
(ix) if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial statements of Borrower covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(x) financial statements of each of the Guarantors, signed by them, dated no less recently than three (3) months prior to the date of the initial Advance;
(xi) copies of Borrower’s 's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Lender, showing compliance by Borrower with Section 9.10 below;
(xii) a subordination agreement, in form and substance satisfactory to Lender in its sole discretion, executed by each Guarantor and each Affiliate of Borrower that, as of the Effective Date, is a creditor of Borrower; and
(xiii) the initial Commitment Fee.
(b) Lender Borrower shall have executed and filed with the appropriate governmental authorities, as determined by Lender, in the state of Borrower’s 's principal place of business and in the state of Borrower’s 's organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in the Collateral, and Lender Borrower has received provided satisfactory evidence satisfactory to Lender of such filingfiling to Lender.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s 's operations, business, financial condition and underwriting and origination of Mortgage Loans.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Fieldstone Investment Corp)
Initial Advance. As At or prior to the making of the initial extension of credit hereunder, the following conditions precedent to Lender’s obligation to make the initial Advance hereundershall also have been satisfied:
(a) Borrower the Bank shall have delivered received the following (and, with respect to Lenderall documents, in each to be properly executed and completed) and the same shall have been approved as to form and substance satisfactory to Lenderby the Bank:
(i) this Agreement signed by Borrowerthe Note;
(ii) the Commitment Letter signed by BorrowerGuaranty;
(iii) copies (executed or certified as may be appropriate) of resolutions of the Note signed by BorrowerBoard of Directors or other governing body of the Borrower and of each Subsidiary Guarantor authorizing the execution, delivery, and performance of the Loan Documents;
(iv) a Guarantee signed articles of incorporation (or equivalent formation documents) of the Borrower and of each Subsidiary Guarantor certified by each Guarantor, if stipulated in the Commitment Letterappropriate governmental office of the state of its organization;
(v) a Power by-laws (or equivalent governing documents) for the Borrower and for each Subsidiary Guarantor certified by an appropriate officer of Attorney signed by Borrowersuch Person acceptable to the Bank;
(vi) an incumbency certificate containing the name, title and genuine signature of the Borrower's Authorized Representatives; and
(vii) a certified copy of Borrower’s articles or certificate of incorporation and bylaws (or corresponding organizational documents if Borrower is not a corporation) and a certificate of good standing issued by certificate for the appropriate official in Borrower’s jurisdiction of organizationBorrower and each Subsidiary, dated as of a date no less recently earlier than one (1) month 45 days prior to the date hereof, from the appropriate governmental offices in the state of its incorporation or organization and in each state in the United States in which it is qualified to do business as a foreign organization;
(viib) a certificate of Borrower’s corporate secretary, substantially the Bank shall have received the closing fee specified in the form of Exhibit H hereto, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Borrower executing the Principal Agreements and the resolutions of the board of directors of Borrower, substantially in the form of Exhibit I heretoSection 2.13(c) hereof;
(viiic) independently audited financial statements legal matters incident to the execution and delivery of the Loan Documents and to the transactions contemplated hereby shall be satisfactory to the Bank and its counsel;
(d) the Bank shall have received financing statement, tax and judgment lien search results against the Property of the Borrower (and its Subsidiaries, evidencing the absence of Liens on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Lender;
(ix) if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial statements of Borrower covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(x) financial statements of each of the Guarantors, signed their Property except as permitted by them, dated no less recently than three (3) months prior to the date of the initial Advance;
(xi) copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Lender, showing compliance by Borrower with Section 9.10 below;
(xii) a subordination agreement, in form and substance satisfactory to Lender in its sole discretion, executed by each Guarantor and each Affiliate of Borrower that, as of the Effective Date, is a creditor of Borrower6.11 hereof; and
(xiiie) the initial Commitment Fee.
(b) Lender Bank shall have executed and filed with the appropriate governmental authorities, as determined by Lender, in the state of Borrower’s principal place of business and in the state of Borrower’s organization and in received such other jurisdictions agreements, instruments, documents, certificates and opinions as the Bank may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in the Collateral, and Lender has received evidence satisfactory to Lender of such filingreasonably request.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
Appears in 1 contract
Initial Advance. As conditions precedent to Lender’s obligation The Banks shall not be required to make the initial Advance hereunderhereunder unless, on or before the date of execution hereof, the Company has furnished or caused to be furnished to the Administrative Agent with sufficient copies for the Banks:
(a) Borrower Copies of the Certificate of Incorporation of the Company, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation.
(b) Copies, certified by the Secretary or Assistant Secretary of the Company, of its By-Laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Bank) authorizing the execution of the Loan Documents.
(c) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Company, which shall have delivered identify by name and title and bear the signature of the officers of the Company authorized to Lendersign the Loan Documents and to make borrowings hereunder, upon which certificate the Banks shall be entitled to rely until informed of any change in writing by the Company.
(d) A certificate, signed by the chief financial officer of the Company, stating that on the date of execution hereof no Default or Unmatured Default has occurred and is continuing.
(e) A written opinion of the Company's counsel, addressed to the Banks in substantially the form of Exhibit "F" hereto.
(f) A Ratable Note payable to the order of each of the Banks and a Competitive Bid Note payable to the order of each of the Banks.
(g) A duly completed Loan/Credit Related Money Transfer Instruction in substantially the form of Exhibit "G" hereto.
(h) Evidence, in form and substance satisfactory to Lender:the Administrative Agent and the Banks, of the termination by the Company of those certain credit facilities evidenced by that certain Credit Agreement, dated as of November 30, 1994 (as heretofore amended or modified, the "Existing Credit Agreement"), among the Company, the Banks named therein, and The First National Bank of Chicago and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Co-Agents, and The First National Bank of Chicago, as Administrative Agent, and of the payment of all principal of and interest on any loans outstanding under, and of all other amounts payable under, the Existing Credit Agreement.
(i) this Agreement signed by Borrower;
(ii) Such other documents as the Commitment Letter signed by Borrower;
(iii) the Note signed by Borrower;
(iv) a Guarantee signed by each GuarantorAdministrative Agent, if stipulated in the Commitment Letter;
(v) a Power of Attorney signed by Borrower;
(vi) a certified copy of Borrower’s articles any Bank or certificate of incorporation and bylaws (or corresponding organizational documents if Borrower is not a corporation) and a certificate of good standing issued by the appropriate official in Borrower’s jurisdiction of organization, dated no less recently than one (1) month prior to the date hereof;
(vii) a certificate of Borrower’s corporate secretary, substantially in the form of Exhibit H hereto, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Borrower executing the Principal Agreements and the resolutions of the board of directors of Borrower, substantially in the form of Exhibit I hereto;
(viii) independently audited financial statements of Borrower (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Lender;
(ix) if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial statements of Borrower covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(x) financial statements of each of the Guarantors, signed by them, dated no less recently than three (3) months prior to the date of the initial Advance;
(xi) copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Lender, showing compliance by Borrower with Section 9.10 below;
(xii) a subordination agreement, in form and substance satisfactory to Lender in its sole discretion, executed by each Guarantor and each Affiliate of Borrower that, as of the Effective Date, is a creditor of Borrower; and
(xiii) the initial Commitment Feetheir respective counsel may have reasonably requested.
(b) Lender shall have executed and filed with the appropriate governmental authorities, as determined by Lender, in the state of Borrower’s principal place of business and in the state of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in the Collateral, and Lender has received evidence satisfactory to Lender of such filing.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
Appears in 1 contract
Sources: Credit Agreement (Brown Forman Corp)
Initial Advance. As conditions precedent to Lender’s The obligation of the Lender to make the initial Advance hereunderunder this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, of the following conditions precedent: (a0 The Lender shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion:
(a) Borrower shall have delivered to Lender, in form and substance satisfactory to Lender:
(i) this Agreement signed 1 The Loan Documents dated as of the date hereof duly executed by Borrowerthe Borrowers;
(ii) the Commitment Letter signed by 2 Certified copies of each Borrower;
(iii) the Note signed by Borrower;
(iv) a Guarantee signed by each Guarantor, if stipulated in the Commitment Letter;
(v) a Power of Attorney signed by Borrower;
(vi) a certified copy of Borrower’s 's articles or certificate of incorporation and bylaws (or corresponding organizational documents if Borrower is not a corporation) and a certificate certificates of good standing issued by the appropriate official in Borrower’s jurisdiction of organization, dated no less recently than one ninety (190) month days prior to the date hereofof this Agreement and, with respect to each Borrower, a certification from the taxing authority of the state of incorporation stating that the applicable Borrower is in good standing with said taxing authority:
(3 An original resolution of the board of directors of each Borrower, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by such Borrower pursuant to this Agreement;
(vii) a 4 A certificate of Borrower’s corporate secretary, substantially (in the form of Exhibit H heretoEXHIBIT "J-1" OR "J-2", dated as the case may be) of each Borrower's corporate secretary as to the resolution of the Effective Dateboard of directors of such Borrower authorizing the execution, as to delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of such Borrower executing the Principal Agreements this Agreement and the resolutions of other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the board of directors of Borrower, substantially in the form of Exhibit I hereto;
(viii) independently audited financial statements of Borrower (and its Subsidiaries, on Lender being entitled to rely thereon until a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Lender;
(ix) if more than six (6) months new such certificate has passed since the close of the most recently ended fiscal year, interim financial statements of Borrower covering the period from the first day of the current fiscal year been furnished to the last day of the most recently ended monthLender);
(x) financial statements of each of the Guarantors, signed by them, dated no less recently than three (3) months prior to the date of the initial Advance;
(xi) copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Lender, showing compliance by Borrower with Section 9.10 below;
(xii) a subordination agreement, in form and substance satisfactory to Lender in its sole discretion, executed by each Guarantor and each Affiliate of Borrower that, as of the Effective Date, is a creditor of Borrower; and
(xiii) the initial Commitment Fee.
(b) Lender shall have executed and filed with the appropriate governmental authorities, as determined by Lender, in the state of Borrower’s principal place of business and in the state of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in the Collateral, and Lender has received evidence satisfactory to Lender of such filing.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Hanover Capital Mortgage Holdings Inc)
Initial Advance. As conditions precedent to Lender’s The obligation of the Lender to make the --------------- initial Advance hereunderhereunder is subject to the satisfaction, as determined by the Lender in its sole discretion, of the following conditions precedent:
(a) Borrower The Lender shall have delivered received the following, all of which must be satisfactory in form and content to the Lender, in form and substance satisfactory to Lenderits sole discretion:
(i1) this Agreement signed The Note duly executed by Borrowerthe Company;
(ii2) A guaranty from each of the Commitment Letter signed by BorrowerGuarantors (collectively, the "Guaranty");
(iii3) Certified copies of the Note signed by Borrower;
(iv) a Guarantee signed by each Guarantor, if stipulated in the Commitment Letter;
(v) a Power of Attorney signed by Borrower;
(vi) a certified copy of Borrower’s Company's articles or certificate of incorporation and bylaws (or corresponding organizational documents if Borrower is not a corporation) and a certificate of good standing issued by the appropriate official in Borrower’s jurisdiction of organization, dated no less recently than one (1) month prior to the date hereof;
(vii4) a certificate A written opinion of Borrower’s corporate secretarycounsel to the Company and each of the Guarantors, substantially in form and content satisfactory to the form of Exhibit H heretoLender in its sole discretion, dated as of the Effective Datedate hereof;
(5) An original resolution of the board of directors of the Company, certified as of the date hereof by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the Note, and all other instruments or documents to be delivered by the Company pursuant to this Agreement;
(6) A certificate of the Company's corporate secretary as to the incumbency and authenticity of the signatures of the officers of Borrower the Company executing the Principal Agreements this Agreement and the resolutions of Note and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the board of directors of Borrower, substantially in Lender being entitled to rely thereon until a new such certificate has been furnished to the form of Exhibit I heretoLender);
(viii7) Original independently audited financial statements of Borrower the Company (and its Subsidiaries, on a consolidated basis) for each of the two most recent fiscal year end (2) fiscal years most recently ended (if availablethe "Statement Date"), containing a balance sheet and related statements of income, stockholders’ equity income and cash flowsretained earnings and changes in financial position for the period ended on the Statement Date, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to the Lender;
(ix) if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial statements of Borrower covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(x) financial 8) Financial statements of each of the Guarantors, signed by them, dated no less recently than three (3) months prior to the date of the initial Advance;
(xi9) copies Copies of Borrower’s errors and omissions insurance policy the certificates, documents or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policiesother written instruments which evidence the Company's eligibility described in Section 5.13 hereof, ------------ all in form and content satisfactory to Lender, showing compliance by Borrower with Section 9.10 below;
(xii) a subordination agreement, in form and substance satisfactory to Lender the Lender;
(10) Copies Purchase Commitments with Investors which have sufficient availability, in its Lender's sole discretion, executed by each Guarantor together with and each Affiliate of Borrower thatcertificates, as of the Effective Date, is a creditor of Borrower; and
(xiii) the initial Commitment Fee.
(b) Lender shall have executed and filed with the appropriate governmental authorities, as determined by Lender, in the state of Borrower’s principal place of business and in the state of Borrower’s organization and in such documents or other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other written instruments as may be necessary to perfect the security interest of Lender in the Collateral, and Lender has received evidence satisfactory to Lender of such filing.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.related thereto;
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Preferred Credit Corp)
Initial Advance. As conditions precedent to Lender’s The obligation of the Lender to make any Advance under this Agreement is subject to the initial Advance hereundersatisfaction, in the sole discretion of the Lender, on or before the date thereof, of the following conditions precedent:
(a) Borrower The Lender shall have delivered received the following, all of which must be satisfactory in form and content to the Lender, in form and substance satisfactory to Lenderits sole discretion:
(i1) this Agreement signed The Loan Documents dated as of the date hereof duly executed by Borrowerthe Company;
(ii2) the Commitment Letter signed by Borrower;
(iii) the Note signed by Borrower;
(iv) a Guarantee signed by each Guarantor, if stipulated in the Commitment Letter;
(v) a Power of Attorney signed by Borrower;
(vi) a certified copy of Borrower’s articles or A certificate of incorporation and bylaws (or corresponding organizational documents if Borrower is not a corporation) and a certificate of good standing issued corporate resolutions by the appropriate official in Borrower’s jurisdiction corporate secretary of organization, dated no less recently than one (1) month prior to the date hereof;
(vii) a certificate of Borrower’s corporate secretary, substantially Company in the form of Exhibit H hereto“J” attached hereto certifying the resolutions authorizing the execution, dated as delivery and performance of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Borrower executing the Principal Agreements this Agreement and the resolutions of other Loan Documents, and all other instruments or documents to be delivered by the board of directors of Borrower, substantially in the form of Exhibit I heretoCompany pursuant to this Agreement;
(viii3) independently audited financial Financial statements of Borrower the Company (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet as of December 31, 2005 (the “Statement Date”) and related statements of income, changes in stockholders’ equity and cash flowsflows for the period ended on the Statement Date and a balance sheet as of March 31, 2006 (“Interim Date”) and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP, GAAP applied on a basis consistent with prior periodsperiods and in the case of the statements as of the Statement Date, and otherwise audited by independent certified public accountants of recognized standing acceptable to the Lender;, together with an Officer Certificate prepared as of the Interim Date and executed by the president or chief financial officer of the Company; and
(ix4) if more than six (6) months has passed since the close A favorable written opinion of the most recently ended fiscal year, interim financial statements of Borrower covering the period from the first day of the current fiscal year counsel to the last day of the most recently ended month;
(x) financial statements of each of the Guarantors, signed by themCompany, dated no less recently than three (3) months prior to the date as of the initial Advance;
(xi) copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policiesJune 1, all in form and content satisfactory to Lender, showing compliance by Borrower with Section 9.10 below;
(xii) a subordination agreement, 2006 in form and substance satisfactory to Lender in its sole discretion, executed by each Guarantor and each Affiliate of Borrower that, as of the Effective Date, is a creditor of Borrower; and
(xiii) the initial Commitment Fee.
(b) Lender shall have executed and filed with the appropriate governmental authorities, as determined by Lender, in addressed to the state of Borrower’s principal place of business and in the state of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in the Collateral, and Lender has received evidence satisfactory to Lender of such filing.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Sirva Inc)
Initial Advance. As conditions precedent to Lender’s The obligation of the Lender to make the initial Advance hereunderunder this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof of the following conditions precedent:
(a) Borrower The Lender shall have delivered received the following, all of which must be satisfactory in form and content to the Lender, in form and substance satisfactory to Lenderits sole discretion:
(i1) The Note and this Agreement signed duly executed by Borrower;the Borrowers.
(ii2) the Commitment Letter signed by Borrower;
(iii) the Note signed by Borrower;
(iv) a Guarantee signed by each Guarantor, if stipulated in the Commitment Letter;
(v) a Power of Attorney signed by Borrower;
(vi) a certified copy of Borrower’s BNC's articles or certificate of incorporation as certified by the Secretary of State of BNC's incorporation, bylaws certified by the corporate secretary of BNC, and bylaws (or corresponding organizational documents if Borrower is not a corporation) and a certificate certificates of good standing issued by the appropriate official in Borrower’s jurisdiction of organization, dated no less recently than one ninety (190) month days prior to the date hereof;of this Agreement and a certification from the Franchise Tax Board of the State of California stating that BNC is in good standing with the Franchise Tax Board.
(vii3) a certificate A resolution of Borrower’s the board of directors of BNC, certified as of the date of this Agreement by its corporate secretary, substantially in authorizing the form execution, delivery and performance of Exhibit H heretothis Agreement and the other Loan Documents, dated as and all other instruments or documents to be delivered by BNC pursuant to this Agreement.
(4) A certificate of the Effective Date, BNC's corporate secretary as to the incumbency and authenticity of the signatures of the officers of Borrower BNC executing the Principal Agreements this Agreement and the resolutions of other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the board of directors of Borrower, substantially in Lender being entitled to rely thereon until a new such certificate has been furnished to the form of Exhibit I hereto;Lender).
(viii5) independently audited financial Financial statements of Borrower (BNC and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), and consolidating basis containing a balance sheet as of June 30, 1998, and related statements of income, changes in stockholders’ ' equity and cash flowsflows for the period ended on such date, all prepared in accordance with GAAP, GAAP applied on a basis consistent with prior periods, periods and otherwise audited by independent certified public accountants of recognized standing acceptable to the Lender;.
(ix) if more than six (6) months has passed since Financial statements of BNC and its Subsidiaries, on a consolidated and consolidating basis containing a balance sheet as of , related statements of income and changes in stockholders' equity for the close period ended on such date prepared in accordance with GAAP applied on a basis consistent with the BNC's most recent audited financial statements.
(7) Mortgage Logic's articles of incorporation as certified by the Secretary of State of the most recently ended fiscal yearMortgage Logic's incorporation, interim financial statements bylaws certified by the corporate secretary of Borrower covering the period from the first day Mortgage Logic, and certificates of the current fiscal year to the last day of the most recently ended month;
(x) financial statements of each of the Guarantors, signed by them, good standing dated no less recently than three ninety (390) months days prior to the date of this Agreement and a certification from the initial Advance;Franchise Tax Board of the State of California stating that Mortgage Logic is in good standing with the Franchise Tax Board.
(xi8) A resolution of the board of directors of Mortgage Logic, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by Mortgage Logic pursuant to this Agreement.
(9) copies A certificate of Borrower’s Mortgage Logic's corporate secretary as to the incumbency and authenticity of the signatures of the officers of Mortgage Logic executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender).
(10) A favorable written opinion of counsel to BNC and Mortgage Logic (or of separate counsel at the option of BNC and Mortgage Logic), dated as of the date of this Agreement substantially in the form of Exhibit H attached hereto, addressed to the Lender.
(11) A Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for BNC and Mortgage Logic, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder.
(12) Copies of the certificates, documents or other written instruments which evidence the Borrowers' eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Lender.
(13) Copies of the Borrowers' errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy policy, or certificates in lieu of insurance for such policies, all in form and content satisfactory to the Lender, showing compliance by Borrower with Section 9.10 below;
(xii) a subordination agreement, in form and substance satisfactory to Lender in its sole discretion, executed by each Guarantor and each Affiliate of Borrower that, the Borrowers as of the Effective Date, is a creditor date of Borrower; andthis Agreement with the related provisions of Section 6.8 hereof.
(xiii14) Executed financing statements in recordable form covering the initial Collateral and ready for filing in all jurisdictions required by the Lender.
(15) Receipt by the Lender of any fees due on the date hereof, including, but not limited to, Commitment FeeFees and document production fees.
(16) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Bank and receipt of a fully executed Funding Bank Agreement.
(17) An agreement among the Borrowers, the Lender and Fann▇▇ ▇▇▇, pursuant to which Fann▇▇ ▇▇▇ agrees to send all cash proceeds of Mortgage Loans sold by the Borrowers to Fann▇▇ ▇▇▇ ▇▇ the Cash Collateral Account.
(b) All directors, officers and shareholders of the Borrowers, all Affiliates of the Borrowers or of any Subsidiary of BNC or Mortgage Logic, to whom or to any of whom the Borrowers shall be indebted as of the date of this Agreement, which indebtedness has a term of more than one (1) year or is in excess of One Hundred Thousand Dollars ($100,000) shall have subordinated such indebtedness to the Obligations, by executing a Subordination of Debt Agreement, in the form of Exhibit F hereto; and the Lender shall have received an executed copy of any such Subordination of Debt Agreement, certified by the corporate secretary of the each Borrower to be true and filed with the appropriate governmental authorities, as determined by Lender, in the state of Borrower’s principal place of business complete and in full force and effect as of the state date of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in the Collateral, and Lender has received evidence satisfactory to Lender of such filingAdvance.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (BNC Mortgage Inc)
Initial Advance. As conditions precedent to Lender’s The obligation of the Lender to make the initial Advance hereunderunder this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, of the following conditions precedent:
(a) Borrower The Lender shall have delivered received the following, all of which must be satisfactory in form and content to the Lender, in form and substance satisfactory to Lenderits sole discretion:
(i1) this Agreement signed The Loan Documents dated as of the date hereof duly executed by Borrowerthe Company;
(ii2) Certified copies of the Commitment Letter signed by Borrower;
(iii) the Note signed by Borrower;
(iv) a Guarantee signed by each Guarantor, if stipulated in the Commitment Letter;
(v) a Power of Attorney signed by Borrower;
(vi) a certified copy of Borrower’s Company's articles or certificate of incorporation and bylaws (or corresponding organizational documents if Borrower is not a corporation) and a certificate certificates of good standing issued by the appropriate official in Borrower’s jurisdiction of organization, dated no less recently than one ninety (190) month days prior to the date hereofof this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authority;
(vii3) a certificate An original resolution of Borrower’s the board of directors of the Company, certified as of the date of this Agreement by its corporate secretary, substantially authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by the Company pursuant to this Agreement;
(4) A certificate (in the form of Exhibit H hereto, dated as EXHIBIT "J") of the Effective Date, Company's corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of Borrower the Company executing the Principal Agreements this Agreement and the resolutions of other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the board of directors of Borrower, substantially in Lender being entitled to rely thereon until a new such certificate has been furnished to the form of Exhibit I heretoLender);
(viii5) independently audited financial Financial statements of Borrower the Company (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet as of June 30, 1998 (the "Statement Date") and related statements of income, changes in stockholders’ ' equity and cash flowsflows for the period ended on the Statement Date and a balance sheet as of September 30, 1998 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP, GAAP applied on a basis consistent with prior periodsperiods and in the case of the statements as of the Statement Date, and otherwise audited by independent certified public accountants of recognized standing acceptable to the Lender;
(ix) if more than six (6) months has passed since A favorable written opinion of counsel to the close Company, dated as of the most recently ended fiscal yeardate of this Agreement, interim financial statements to be in substantially the form of Borrower covering the period from the first day of the current fiscal year EXHIBIT "M" hereto, and addressed to the last day of the most recently ended monthLender;
(x7) financial statements of each A tax, lien and judgment search of the Guarantorsappropriate public records for the Company, signed by themincluding a search of Uniform Commercial Code financing statements, dated no less recently which search shall not have disclosed the existence of any prior Lien on the Collateral other than three (3) months prior to the date in favor of the initial AdvanceLender or as permitted hereunder;
(xi8) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.11 hereof, all in form and substance satisfactory to the Lender;
(9) copies Copies of Borrower’s the Company's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policiespolicy, all in form and content satisfactory to the Lender, showing compliance by Borrower the Company as of the date of this Agreement with the related provisions of Section 9.10 below6.8 hereof and showing Lender as an additional loss payee on such policies;
(xii10) a subordination agreement, Executed financing statements in recordable form covering the Collateral and substance satisfactory to Lender ready for filing in its sole discretion, executed all jurisdictions required by each Guarantor and each Affiliate of Borrower that, as of the Effective Date, is a creditor of Borrower; andLender;
(xiii11) Evidence that the initial Commitment Fee.
(b) Lender shall have executed and filed Funding Account has been established with the appropriate governmental authorities, as determined by Lender, in the state of Borrower’s principal place of business and in the state of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in the Collateral, and Lender has received evidence satisfactory to Lender of such filing.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (BNC Mortgage Inc)
Initial Advance. As conditions precedent to Lender’s The obligation of the Lenders to make the initial Advance hereunderunder this Agreement is subject to the satisfaction, in the sole discretion of the Lenders, on or before the date thereof of the following conditions precedent:
(a) Borrower The Credit Agent shall have delivered to Lenderreceived the following, all of which must be satisfactory in form and substance satisfactory content to Lenderthe Lenders, in their sole discretion:
(i1) A copy of this Agreement signed duly executed by Borrower;all parties hereto.
(ii2) The notes duly executed by the Commitment Letter signed by Borrower;Company.
(iii3) A copy of the Note signed Collateral Agency Agreement duly executed by Borrower;all parties thereto.
(iv4) a Guarantee signed by each Guarantor, if stipulated in the Commitment Letter;
(v) a Power of Attorney signed by Borrower;
(vi) a certified copy of Borrower’s The Company's articles or certificate of incorporation as certified by the Secretary of State of the Company's incorporation, bylaws certified by the corporate secretary of the Company, or a Certificate of the Company stating that there has been no change in either the articles of incorporation or bylaws since those delivered in connection with that certain Prior RFC Credit Agreement, and bylaws (or corresponding organizational documents if Borrower is not a corporation) and a certificate certificates of good standing issued by the appropriate official in Borrower’s jurisdiction of organization, dated no less recently than one (1) month 90 days prior to the date hereof;of this Agreement.
(vii5) a certificate A resolution of Borrower’s the board of directors of the Company, certified as of the date of this Agreement by its corporate secretary, substantially in authorizing the form execution, delivery and performance of Exhibit H heretothis Agreement and the other Loan Documents, dated as and all other instruments or documents to be delivered by the Company pursuant to this Agreement.
(6) A certificate of the Effective Date, Company's corporate secretary as to the incumbency and authenticity of the signatures of the officers of Borrower the Company executing the Principal Agreements this Agreement and the resolutions other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Credit Agent being entitled to rely thereon until a new such certificate has been furnished to the Credit Agent).
(7) A favorable written opinion of counsel to the Company (or of separate counsel at the option of the board Company), dated as of directors the date of Borrower, this Agreement substantially in the form of Exhibit I EXHIBIT H attached hereto;, addressed to the Credit Agent for the benefit of the Lenders.
(viii) independently audited financial statements of Borrower (8) Uniform Commercial Code, tax lien and its Subsidiaries, on a consolidated basis) for each judgment searches of the two appropriate public records for the Company, which searches shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Credit Agent or as permitted hereunder.
(29) fiscal years most recently ended (if available)Copies of the certificates, containing a balance sheet and related statements of income, stockholders’ equity and cash flowsdocuments or other written instruments which evidence the Company's eligibility described in Section 5.13 hereof, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, form and otherwise acceptable substance satisfactory to Lender;the Credit Agent.
(ix10) if more than six (6) months has passed since the close Copies of the most recently ended fiscal year, interim financial statements of Borrower covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(x) financial statements of each of the Guarantors, signed by them, dated no less recently than three (3) months prior to the date of the initial Advance;
(xi) copies of Borrower’s Company's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy policy, or certificates in lieu of insurance for such policies, all in form and content satisfactory to Lenderthe Credit Agent, showing compliance by Borrower with Section 9.10 below;
(xii) a subordination agreement, in form and substance satisfactory to Lender in its sole discretion, executed by each Guarantor and each Affiliate of Borrower that, the Company as of the Effective Date, is a creditor date of Borrower; andthis Agreement with the related provisions of Section 6.8 hereof.
(xiii11) Executed financing statements in recordable form covering the initial Collateral and ready for filing in all jurisdictions required by the Credit Agent.
(12) Receipt by the Credit Agent of all Fees due on the date hereof, including but not limited to, Commitment FeeFees and document production fees, due the Credit Agent and the Lenders on or prior to the date of this Agreement.
(13) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Bank and receipt of a fully executed Funding Bank Agreement.
(14) An agreement among the Company, the Credit Agent and Fannie Mae, pursuant to which Fannie Mae agrees to send all cash proceeds of Mor▇▇▇▇▇ L▇▇▇s sold by the Company to Fannie Mae to the Cash Collateral Account.
(▇▇) Assumed Name Certificate dated no less recently than 90 days prior to the date of this Agreement for any assumed name used by the Company in the conduct of its business.
(b) Lender All directors, officers and shareholders of the Company, all Affiliates of the Company or of any Subsidiary of the Company, to whom or to any of whom the Company shall be indebted as of the date of this Agreement, which indebtedness has a term of more than 1 year or is in excess of $25,000 shall have executed and filed with subordinated such indebtedness to the appropriate governmental authoritiesObligations, as determined by Lenderexecuting a Subordination of Debt Agreement, in the state form of Borrower’s principal place EXHIBIT F hereto; and the Credit Agent shall have received an executed copy of business any such Subordination of Debt Agreement, certified by the corporate secretary of the Company to be true and complete and in full force and effect as of the state date of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in the Collateral, and Lender has received evidence satisfactory to Lender of such filingAdvance.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Mortgage Com Inc)
Initial Advance. As conditions precedent The obligations of the Lenders to Lender’s obligation to make fund their respective Funding Shares of the initial Advance hereunderunder this Agreement are subject to the Companies' fulfillment of the following conditions precedent:
(a) Borrower The Agent shall have delivered to Lenderreceived (or be satisfied that it will receive by such deadline as the Agent shall specify) the following, all of which must be satisfactory in form and substance satisfactory content to Lenderthe Agent in its sole discretion:
(i1) this This Agreement signed duly executed by Borrowerall parties;
(ii2) The Senior Credit Notes, each duly executed by the Commitment Letter signed by BorrowerCompanies;
(iii3) The Guaranty, duly executed by the Note signed by BorrowerParent;
(iv4) a Guarantee signed by each Guarantor, if stipulated in the Commitment Letter12/00 Amendment to Class R Security Agreement of even date herewith;
(v5) a Power UCC financing statements for the Collateral covered by this Agreement, each duly executed by the Companies, for filing by the Agent in the office of Attorney signed by Borrowerthe Secretary of State of the State of Pennsylvania (the State in which the chief executive office of each of the Companies is located);
(vi6) a certified copy UCC search report of Borrower’s a UCC filings search in the Office of the Secretary of State of the State of Pennsylvania (the State in which the chief executive office of each of the Companies is located) for each of the Companies, ABFS 1998-2 and the Parent;
(7) The Custody Agreement duly executed by the Companies and Chase as Custodian;
(8) Copies of each Company's and the Parent's articles or certificate of incorporation certified by the Secretary of State or comparable officer of the State of such company's incorporation and a copy of its bylaws certified by such Company's (or corresponding organizational documents if Borrower is not a corporationthe Parent's, as the case may be) and a certificate of good standing issued by the appropriate official in Borrower’s jurisdiction of organization, dated no less recently than one (1) month prior to the date hereofsecretary or assistant secretary;
(vii9) a certificate A favorable written opinion of Borrower’s corporate secretary, substantially in the form of Exhibit H hereto, dated as of the Effective Date, as counsel to the incumbency and authenticity of the signatures of the officers of Borrower executing the Principal Agreements Companies and the resolutions of the board of directors of Borrower, substantially in the form of Exhibit I hereto;
(viii) independently audited financial statements of Borrower (and its Subsidiaries, Parent dated on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Lender;
(ix) if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial statements of Borrower covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(x) financial statements of each of the Guarantors, signed by them, dated no less recently than three (3) months prior to or before the date of the initial Advance, addressed to the Lenders and the Agent and in form and substance reasonable satisfactory to the Agent and its legal counsel (opinions required to be included therein are set forth in Exhibit G);
(xi10) copies A copy of Borrower’s the resolutions of each Company's and the Parent's boards of directors, certified as of the date of the initial Advance by the relevant Company's or Parent's corporate secretary, authorizing the execution, delivery and performance (i) by each Company of this Agreement, the Senior Credit Notes, the Custody Agreement and all other Facilities Papers to be delivered by the Companies pursuant to this Agreement, and (ii) by the Parent of the Guaranty, respectively;
(11) A certificate of each Company's and the Guarantor's corporate secretary as to (i) the incumbency of (x) the officers of the Company executing this Agreement, the Senior Credit Notes, the Custody Agreement, each applicable Request for Advance and all other Facilities Papers executed or to be executed by or on behalf of the Company and (y) the officers of the Parent executing the Guaranty, respectively, and (ii) the authenticity of their signatures -- and specimens of their signatures shall be included in such certificate or set forth on an exhibit attached to it -- (the Agent and the Lenders shall be entitled to rely on that certificate until the relevant Company or the Guarantor, as applicable, has furnished a new certificate to the Agent);
(12) An Officer's Certificate for each Company dated the date of the initial Advance and certifying that, after giving effect to that Advance, no Default or Event of Default will exist under this Agreement and that there has been no material adverse change since the Statement Date in any of the Central Elements relative to the Company; and
(13) Copies of an errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy policy, or certificates in lieu of policies, providing such insurance coverage as is customary for such policiesmembers of the Companies' industry, all in form and content reasonably satisfactory to Lender, showing compliance by Borrower with Section 9.10 below;
(xii) a subordination agreement, in form and substance satisfactory to Lender in its sole discretion, executed by each Guarantor and each Affiliate of Borrower that, as of the Effective Date, is a creditor of Borrower; and
(xiii) the initial Commitment FeeAgent.
(b) Lender All directors and officers of any Company, all shareholders of any Company and all Affiliates of any Company or the Parent or any Subsidiary of any of the Companies, to whom or which any of the Companies shall be indebted either for borrowed money or for any other obligation of Fifty Thousand Dollars ($50,000) or more as of the date of this Agreement, shall have executed caused such Debt -- excluding only the debts and filed with the appropriate governmental authoritiesobligations described on Schedule 8.1(b) to this Agreement -- to be Subordinated Debt, as determined defined in this Agreement, by Lender, executing and causing to be delivered to the Agent a Subordination Agreement substantially in the state form of Borrower’s principal place Exhibit C and taking all other steps, if any, required to cause such Debt to be Subordinated Debt, as so defined, and the corporate secretary of business the relevant Company or the Parent (as the case may be) shall have certified each such Subordination Agreement executed to satisfy the requirements of this Subsection to be true, complete and in full force and effect as of the state date of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in the Collateral, and Lender has received evidence satisfactory to Lender of such filingAdvance.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (American Business Financial Services Inc /De/)
Initial Advance. As conditions precedent to Lender’s obligation to make the initial Advance hereunder:
(a) Borrower shall have delivered to Lender, in form and substance satisfactory to Lender:
(i) this Agreement signed by Borrower;
(ii) the Commitment Letter signed by Borrower;
(iii) the Note signed by Borrower;
(iv) a Guarantee signed by each Guarantor, if stipulated in the Commitment Letter;
(v) a Power of Attorney signed by Borrower;
(vi) a certified copy of Borrower’s articles or certificate of incorporation and bylaws (or corresponding organizational documents if Borrower is not a corporation) and a certificate of good standing issued by the appropriate official in Borrower’s jurisdiction of organization, dated no less recently than one (1) month prior to the date hereof;
(vii) a certificate of Borrower’s corporate secretary, substantially in the form of Exhibit H hereto, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Borrower executing the Principal Agreements and the resolutions of the board of directors of Borrower, substantially in the form of Exhibit I hereto;
(viii) independently audited financial statements of Borrower (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Lender;
(ix) if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial statements of Borrower covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(x) financial statements of each of the Guarantors, signed by them, dated no less recently than three (3) months prior to the date of the initial Advance;
(xi) copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Lender, showing compliance by Borrower with Section 9.10 below;
(xii) a subordination agreement, in form and substance satisfactory to Lender in its sole discretion, executed by each Guarantor and each Affiliate of Borrower that, as of the Effective Date, is a creditor of Borrower; and;
(xiii) an Acknowledgement of Confidentiality of Password Agreement;
(xiv) the initial Commitment Fee.
(xv) letter agreement dated June 26, 2003 regarding Borrower’s use of Countrywide Securities Corporation as lead underwriter.
(b) Lender Borrower shall have executed and filed with the appropriate governmental authorities, as determined by Lender, in the state of Borrower’s principal place of business and in the state of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in the Collateral, and Lender Borrower has received provided satisfactory evidence satisfactory to Lender of such filingfiling to Lender.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Aames Financial Corp/De)
Initial Advance. As conditions precedent to Lender’s The obligation of the Lender to make the initial --------------- Advance hereunderunder this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, of the following conditions precedent:
(a) Borrower The Lender shall have delivered received the following, all of which must be satisfactory in form and content to the Lender, in form and substance satisfactory to Lenderits sole discretion:
(i1) this Agreement signed The Loan Documents dated as of the date hereof duly executed by Borrowerthe Company;
(ii2) Certified copies of the Commitment Letter signed by Borrower;
(iii) the Note signed by Borrower;
(iv) a Guarantee signed by each Guarantor, if stipulated in the Commitment Letter;
(v) a Power of Attorney signed by Borrower;
(vi) a certified copy of Borrower’s Company's articles or certificate of incorporation and bylaws (or corresponding organizational documents if Borrower is not a corporation) and a certificate certificates of good standing issued by the appropriate official in Borrower’s jurisdiction of organization, dated no less recently than one ninety (190) month days prior to the date hereofof this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authority;
(vii3) a certificate An original resolution of Borrower’s the board of directors of the Company, certified as of the date of this Agreement by its corporate secretary, substantially authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by the Company pursuant to this Agreement;
(4) A certificate (in the form of Exhibit H hereto, dated as "J") of the Effective Date, Company's ----------- corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of Borrower the Company executing the Principal Agreements this Agreement and the resolutions of other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the board of directors of Borrower, substantially in Lender being entitled to rely thereon until a new such certificate has been furnished to the form of Exhibit I heretoLender);
(viii5) independently audited financial Financial statements of Borrower the Company (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet as of December 31, 1998 (the "Statement Date") and related statements of income, changes in stockholders’ , equity and cash flowsflows for the period ended on the Statement Date and a balance sheet as of April 30, 1999 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP, GAAP applied on a basis consistent with prior periodsperiods and in the case of the statements as of the Statement Date, and otherwise audited by independent certified public accountants of recognized standing acceptable to the Lender;
(ix7) if more than six (6) months has passed since the close A tax, lien and judgment search of the most recently ended fiscal yearappropriate public records for the Company, interim financial statements including a search of Borrower covering Uniform Commercial Code financing statements, which search shall not have disclosed the period from existence of any prior Lien on the first day Collateral other than in favor of the current fiscal year to the last day of the most recently ended monthLender or as permitted hereunder;
(x) financial statements of each 8) Copies of the Guarantorscertificates, signed by themdocuments or other written instruments which evidence the Company's eligibility described in Section 5.11 hereof, dated no less recently than three (3) months prior all in form and substance satisfactory to the date of the initial AdvanceLender;
(xi9) copies Copies of Borrower’s the Company's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policiespolicy, all in form and content satisfactory to the Lender, showing compliance by Borrower the Company as of the date of this Agreement with the related provisions of Section 9.10 below6.8 hereof and showing Lender as an additional loss payee on such policies;
(xii10) a subordination agreement, Executed financing statements in recordable form covering the Collateral and substance satisfactory to Lender ready for filing in its sole discretion, executed all jurisdictions required by each Guarantor and each Affiliate of Borrower that, as of the Effective Date, is a creditor of Borrower; andLender;
(xiii11) Evidence that the initial Commitment Fee.
(b) Lender shall have executed and filed Funding Account has been established with the appropriate governmental authorities, as determined by Lender, in the state of Borrower’s principal place of business and in the state of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in the Collateral, and Lender has received evidence satisfactory to Lender of such filing.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Iown Holdings Inc)
Initial Advance. As conditions precedent to Lender’s The obligation of the Lender to make the initial Advance hereunderunder this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, of the following conditions precedent:
(a) Borrower The Lender shall have delivered received the following, all of which must be satisfactory in form and content to the Lender, in form and substance satisfactory to Lenderits sole discretion:
(i1) this Agreement signed The Loan Documents dated as of the date hereof duly executed by Borrowerthe Borrowers;
(ii2) the Commitment Letter signed by Certified copies of each Borrower;
(iii) the Note signed by Borrower;
(iv) a Guarantee signed by each Guarantor, if stipulated in the Commitment Letter;
(v) a Power of Attorney signed by Borrower;
(vi) a certified copy of Borrower’s 's articles or certificate of incorporation and bylaws (or corresponding organizational documents if Borrower is not a corporation) and a certificate certificates of good standing issued by the appropriate official in Borrower’s jurisdiction of organization, dated no less recently than one ninety (190) month days prior to the date hereofof this Agreement and, with respect to each Borrower, a certification from the taxing authority of the state of incorporation stating that the applicable Borrower is in good standing with said taxing authority:
(3) An original resolution of the board of directors of each Borrower, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by such Borrower pursuant to this Agreement;
(vii4) a A certificate of Borrower’s corporate secretary, substantially (in the form of Exhibit H heretoEXHIBIT "J-1" OR "J-2", dated as the case may be) of each Borrower's corporate secretary as to the resolution of the Effective Dateboard of directors of such Borrower authorizing the execution, as to delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of such Borrower executing the Principal Agreements this Agreement and the resolutions of other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the board of directors of Borrower, substantially in Lender being entitled to rely thereon until a new such certificate has been furnished to the form of Exhibit I heretoLender);
(viii5) independently audited financial Financial statements of Borrower the Company (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet as of December 31, 1998 (the "Statement Date") and related statements of income, changes in stockholders’ ' equity and cash flowsflows for the period ended on the Statement Date and a balance sheet as of January 31, all prepared 1999 ("Interim Date") and related statement of income for
(6) A favorable written opinion of counsel to the Borrowers, dated as of the date of this Agreement, to be in accordance with GAAP, applied on a basis consistent with prior periodssubstantially the form of EXHIBIT "M" hereto, and otherwise acceptable addressed to the Lender;
(ix7) if more than six (6) months has passed since the close A tax, lien and judgment search of the most recently ended fiscal yearappropriate public records for each Borrower, interim financial statements including a search of Borrower covering Uniform Commercial Code financing statements, which search shall not have disclosed the period from existence of any prior Lien on the first day Collateral other than in favor of the current fiscal year to the last day of the most recently ended monthLender or as permitted hereunder;
(x) financial statements of each 8) Copies of the Guarantorscertificates, signed by themdocuments or other written instruments which evidence each Borrower's eligibility described in Section 5.11 hereof, dated no less recently than three (3) months prior all in form and substance satisfactory to the date of the initial AdvanceLender;
(xi9) copies Copies of each Borrower’s 's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policiespolicy, all in form and content satisfactory to the Lender, showing compliance by such Borrower as of the date of this Agreement with the related provisions of Section 9.10 below6.8 hereof and showing Lender as an additional loss payee on such policies;
(xii10) a subordination agreement, Executed financing statements in recordable form covering the Collateral and substance satisfactory to Lender ready for filing in its sole discretion, executed all jurisdictions required by each Guarantor and each Affiliate of Borrower that, as of the Effective Date, is a creditor of Borrower; andLender;
(xiii11) Evidence that the initial Commitment Fee.
(b) Lender shall have executed and filed Funding Account has been established with the appropriate governmental authorities, as determined by Lender, in the state of Borrower’s principal place of business and in the state of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in the Collateral, and Lender has received evidence satisfactory to Lender of such filing.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Hanover Capital Mortgage Holdings Inc)
Initial Advance. As conditions precedent to Lender’s The obligation of the Lender to make the initial --------------- Advance hereunderunder this Agreement is subject to the satisfaction, in the reasonable discretion of the Lender, on or before the date thereof, of the following conditions precedent:
(a) Borrower The Lender shall have delivered received the following, all of which must be satisfactory in form and content to the Lender, in form and substance satisfactory to Lenderits reasonable discretion:
(i1) this Agreement signed The Loan Documents dated as of the date hereof duly executed by Borrowerthe Company and the Guaranty dated as of even date herewith executed by the Guarantor;
(ii2) Certified copies of the Commitment Letter signed by Borrower;
(iii) the Note signed by Borrower;
(iv) a Guarantee signed by each Guarantor, if stipulated in the Commitment Letter;
(v) a Power of Attorney signed by Borrower;
(vi) a certified copy of Borrower’s Company's articles or certificate of incorporation and bylaws (or corresponding organizational documents if Borrower is not a corporation) and a certificate certificates of good standing issued by the appropriate official in Borrower’s jurisdiction of organization, dated no less recently than one ninety (190) month days prior to the date hereof;of this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authority:
(vii3) a certificate An original resolution of Borrower’s the board of directors of the Company, certified as of the date of this Agreement by its corporate secretary, substantially authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by the Company pursuant to this Agreement; (4) A certificate (in the form of Exhibit H hereto, dated as "H") of the Effective Date, Company's ----------- corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of Borrower the Company executing the Principal Agreements this Agreement and the resolutions of other Loan Documents and each Request for Advance and all other instruments or documents to be delivered pursuant hereto (the board of directors of Borrower, substantially in Lender being entitled to rely thereon until a new such certificate has been furnished to the form of Exhibit I heretoLender);
(viii5) independently audited financial Financial statements of Borrower NAB (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet as of December 31, 1996 (the "Statement Date") and related statements of income, changes in stockholders’ ' equity and cash flowsflows for the period ended on the Statement Date and a balance sheet as of September 30, 1997 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP, GAAP applied on a basis consistent with prior periodsperiods and in the case of the statements as of the Statement Date, and otherwise audited by independent certified public accountants of recognized standing acceptable to the Lender;
(ix) if more than six (6) months has passed since the close Certified copies of the most recently ended fiscal year, interim financial statements NAB's articles of Borrower covering the period from the first day incorporation and bylaws and certificates of the current fiscal year to the last day of the most recently ended month;
(x) financial statements of each of the Guarantors, signed by them, good standing dated no less recently than three ninety (390) months days prior to the date of this Agreement and a certification from the initial Advancetaxing authority of the state of incorporation stating that NAB is in good standing with said taxing authority:
(7) An original resolution of the board of directors of NAB, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of the Guaranty and all other instruments or documents to be delivered by NAB pursuant to this Agreement;
(xi8) A certificate (in the form of Exhibit "I") copies of Borrower’s NAB's ----------- corporate secretary as to the resolution of the board of directors of NAB authorizing the execution, delivery and performance of the Guaranty and the incumbency and authenticity of the signatures of the officers of NAB executing the Guaranty and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender);
(10) A tax, lien and judgment search of the appropriate public records for the Company and NAB, including a search of Uniform Commercial Code financing statements, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder;
(11) Certificates of insurance of the Company's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policiespolicy, all in form and content satisfactory to the Lender, showing compliance by Borrower the Company as of the date of this Agreement with the related provisions of Section 9.10 below6.8 hereof and showing Lender as a joint loss payee or containing an endorsement with a direct loss-payee feature on such policies;
(xii12) a subordination agreement, Executed financing statements in recordable form covering the Collateral and substance satisfactory to Lender ready for filing in its sole discretion, executed all jurisdictions required by each Guarantor and each Affiliate of Borrower that, as of the Effective Date, is a creditor of Borrower; andLender;
(xiii13) Evidence that the initial Commitment Fee.Funding Account has been established and pledged to the Lender;
(b14) Lender shall have executed Evidence that the purchase and filed with sale between the appropriate governmental authorities, as determined by Lender, in the state of Borrower’s principal place of business Company and in the state of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in the Collateral, and Lender Pacific Southwest Bank covering certain Eligible Construction Loans has received evidence satisfactory to Lender of such filingbeen consummated.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
Appears in 1 contract
Initial Advance. As conditions precedent Lenders will not be obligated to Lender’s obligation to make fund the initial Advance Loans hereunder:
, and the L/C Issuers will not be obligated to issue the initial L/Cs hereunder, unless Administrative Agent has received each of the items in clauses (a) Borrower shall have delivered to Lenderthrough (i) below, each in form and substance satisfactory to Lender:Administrative Agent and each of the Lenders, and the conditions in clauses (j) and (k) below have been satisfied (other than each item listed on Schedule 7.1, which items are hereby permitted to be delivered or satisfied after the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 7.1):
(ia) an executed counterpart of this Agreement signed by Agreement, sufficient in number for distribution to Administrative Agent, each Lender, and Borrower;
(iib) the Commitment Letter signed by Borrower;
(iii) the with respect to any Lender requesting a Note signed by Borrower;
(iv) pursuant to Section 3.1(a), a Guarantee signed by each GuarantorRevolver Note, if stipulated in the Commitment Letter;
(v) a Power of Attorney signed by Borrower;
(vi) a certified copy of Borrower’s articles or certificate of incorporation and bylaws (or corresponding organizational documents if Borrower is not a corporation) and a certificate of good standing issued by the appropriate official in Borrower’s jurisdiction of organization, dated no less recently than one (1) month prior payable to the date hereof;
(vii) a certificate order of Borrower’s corporate secretary, substantially in the form of Exhibit H hereto, dated as of the Effective Datesuch requesting Lender, as to the incumbency and authenticity of the signatures of the officers of Borrower executing the Principal Agreements and the resolutions of the board of directors of Borrower, substantially contemplated in the form of Exhibit I hereto;
(viii) independently audited financial statements of Borrower (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if availableSection 3.1(a), containing and if requested by either Swing Line Lender pursuant to Section 3.1(a), a balance sheet and related statements of incomeSwing Line Note, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable payable to such Swing Line Lender;
(ixc) if more from any Restricted Company (other than six (6Borrower) months has passed since organized under the close Laws of the most recently ended fiscal yearUnited States (or any state thereof) (i) that has not previously executed a Guaranty, interim financial statements a Guaranty executed by such Restricted Company, or (ii) that has previously executed a Guaranty, a Confirmation of Borrower covering the period from the first day of the current fiscal year to the last day of the most recently ended monthGuaranty executed by such Restricted Company;
(xd) financial statements of each from any Restricted Company organized under the Laws of the GuarantorsUnited States (or any state thereof) holding capital stock or other equity interests of any Restricted Subsidiary (other than stock in the North Star Subsidiaries and the Concessioner Subsidiaries), signed (i) that has not previously executed a Pledge Agreement, a Pledge Agreement executed by themsuch Person, dated no less recently than three pledging the portion of such capital stock or other equity interests required pursuant to Section 6.2, or (3ii) months prior to the date that has previously executed a Pledge Agreement, a Confirmation of the initial AdvancePledge Agreement executed by such Person;
(xie) copies an Officers’ Certificate for each Restricted Company, relating to articles of Borrower’s errors incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policiesincumbency, all in form and content satisfactory to Lender, showing compliance by Borrower with Section 9.10 belowas applicable;
(xiif) a subordination agreementCertificates of Existence and Good Standing (Account Status) for each domestic Restricted Company from its state of organization, each dated after February 17, 2014;
(g) Legal opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, General Counsel of VRI, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, special New York counsel to the Restricted Companies, and such local counsel as Administrative Agent shall request, each in form and substance satisfactory to Lender in its sole discretion, executed Administrative Agent;
(h) a certificate signed by each Guarantor and each Affiliate of Borrower that, as a Responsible Officer certifying that (i) all of the Effective representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (except to the extent qualified by materiality, in which case they shall be true and correct); (ii) no Default or Potential Default exists under the Existing Agreement; (iii) no Default or Potential Default exists or would result from the execution and delivery of the Loan Papers or the proposed funding of the Loans or issuance of L/Cs on the Closing Date; (iv) there has been no event or circumstance since July 31, 2013 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; and (v) except as set forth on Schedule 8.7, there is a creditor no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Event;
(i) evidence that all insurance required to be maintained pursuant to the Loan Papers has been obtained and is in effect;
(j) payment of all fees payable on or prior to the Closing Date to Administrative Agent, any Related Party of Administrative Agent, and any Lender as provided for in Section 5; and
(xiiik) unless waived by Administrative Agent, payment in full of all reasonable fees, expenses, and disbursements of ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP and, without duplication, the initial Commitment Fee.
reasonably allocated cost of internal legal services and all reasonable expenses and disbursements of internal counsel (bcollectively, “Attorney Costs”) of Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Administrative Agent’s reasonable estimate of Attorney Costs 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 Borrower and Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 14.5, for purposes of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or been satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless Administrative Agent shall have executed and filed with received notice from such Lender prior to the appropriate governmental authorities, as determined by Lender, in the state of Borrower’s principal place of business and in the state of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in the Collateral, and Lender has received evidence satisfactory to Lender of such filingproposed Closing Date specifying its objection thereto.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
Appears in 1 contract
Sources: Credit Agreement (Vail Resorts Inc)
Initial Advance. As At or prior to the making of the initial extension of credit hereunder, the following conditions precedent to Lender’s obligation to make the initial Advance hereundershall also have been satisfied:
(a) Borrower the Bank shall have delivered received the following (and, with respect to Lenderall documents, each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bank:
(i) this Agreement;
(ii) the Note;
(iii) the Parent Guaranty;
(iv) copies (executed or certified as may be appropriate) of resolutions of the board of directors or other governing body of the Borrower and the Parent authorizing the execution, delivery, and performance of the Loan Documents;
(v) a certificate from the secretary or other officer of the Borrower and the Parent certifying and attaching the Organizational Documents of the Borrower and the Parent and incumbency certificate with respect to the Authorized Representatives of the Borrower and the Parent, and such Organizational Documents and incumbency certificate are in full force and effect;
(A) audited financial statements of the Borrower (including balance sheets and statements of income) for the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021 together with a Focus‑Part 2 of the Borrower for such fiscal years and unaudited financial statements of the Borrower (including balance sheets and statements of income) for the fiscal quarters ended June 30, 2024, and March 31, 2024 together with a Focus‑Part 2 of the Borrower for such fiscal quarters;
(vii) good standing certificates for the Borrower and the Parent, dated as of a date no earlier than 30 days prior to the date hereof, from the appropriate governmental offices in the state of organization of the Borrower and the Parent, as applicable;
(viii) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and Anti-Money Laundering rules and regulations, including without limitation the USA PATRIOT Act; and the Bank shall have received a fully-executed Internal Revenue Service Form W-9 for the Borrower; and
(b) the Bank shall have received such valuations and certifications as it may require in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and the Parent, and the lack of material contingent liabilities of the Borrower and the Parent;
(c) legal matters incident to the execution and delivery of the Loan Documents and to the transactions contemplated hereby shall be satisfactory to the Bank and its counsel and the Bank shall have received the favorable written opinion of counsel for the Borrower and the Parent in form and substance satisfactory to Lender:
(i) this Agreement signed by Borrowerthe Bank and its counsel;
(iid) the Commitment Letter signed Bank shall have received financing statement, tax and judgment lien search results against the Property of the Borrower and the Parent evidencing the absence of Liens on its Property except as permitted by Borrower;
(iii) the Note signed by Borrower;
(iv) a Guarantee signed by each Guarantor, if stipulated in the Commitment Letter;
(v) a Power of Attorney signed by Borrower;
(vi) a certified copy of Borrower’s articles or certificate of incorporation and bylaws (or corresponding organizational documents if Borrower is not a corporation) and a certificate of good standing issued by the appropriate official in Borrower’s jurisdiction of organization, dated no less recently than one (1) month prior to the date Section 8.8 hereof;
(viie) a certificate the Bank shall have received copies of Borrower’s corporate secretary, substantially in the form of Exhibit H hereto, dated as all documents evidencing preferred equity and Subordinated Debt of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Borrower executing the Principal Agreements and the resolutions of the board of directors of Borrower, substantially in the form of Exhibit I hereto;
(viii) independently audited financial statements of Borrower (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Lender;
(ix) if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial statements of Borrower covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(x) financial statements of each of the Guarantors, signed by them, dated no less recently than three (3) months prior to the date of the initial Advance;
(xi) copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for which such policies, all in form and content satisfactory to Lender, showing compliance by Borrower with Section 9.10 below;
(xii) a subordination agreement, documents shall be in form and substance satisfactory to Lender the Bank;
(f) since December 31, 2023, no material adverse change in its sole discretionthe business, executed by each Guarantor and each Affiliate of Borrower thatcondition (financial or otherwise), as operations, performance, Properties or prospects of the Effective Date, is a creditor of Borrower; andBorrower and the Parent shall have occurred;
(xiiig) the initial Bank shall have received an upfront fee equal to 0.20% of the Commitment Fee.in effect on the Closing Date;
(bh) Lender the Bank shall have executed received all filings and filed with the appropriate governmental authorities, as determined by Lender, in the state of Borrower’s principal place of business and in the state of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be recordations that are necessary to perfect the security interest of Lender the Bank in the Collateral, and Lender has ;
(i) the Bank shall have received evidence satisfactory to Lender of such filing.it that the Borrower has directed NSCC to return NSCC Margin Deposits to the Borrower by deposit into the Settlement Account; and
(cj) Lender the Bank shall have satisfactorily completed its due diligence review of Borrower’s operationsreceived such other agreements, businessinstruments, financial condition documents, certificates and underwriting and origination of Mortgage Loansopinions as the Bank may reasonably request.
Appears in 1 contract
Initial Advance. As conditions precedent to Lender’s The obligation of the Bank to make the --------------- initial Advance hereunderis subject to the satisfaction, in the sole discretion of the Bank, on or before the date thereof of the following conditions precedent:
(a) Borrower The Bank shall have delivered to Lenderreceived the following, all of which must be satisfactory in form and substance satisfactory content to Lenderthe Bank, in its sole discretion:
(i2) this Agreement signed The Guaranty, in the form attached hereto as Exhibit ------- "B", duly executed by Borrower;the Guarantor; ---
(ii3) Certified copies of the Commitment Letter signed by Borrower;
(iii) the Note signed by Borrower;
(iv) a Guarantee signed by each Guarantor, if stipulated in the Commitment Letter;
(v) a Power of Attorney signed by Borrower;
(vi) a certified copy of Borrower’s 's articles or certificate of incorporation and bylaws (or corresponding organizational documents if Borrower is not a corporation) bylaws, an Omnibus Certificate and a certificate certificates of existence, good standing issued by the appropriate official and qualification to do business in Borrower’s every jurisdiction of organization, dated no less recently than one (1) month prior to the date hereof;
(vii) a certificate of Borrower’s corporate secretary, substantially in the form of Exhibit H hereto, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers which such qualification is required of Borrower executing the Principal Agreements and the resolutions of the board of directors of Borrower, substantially in the form of Exhibit I hereto;
(viii) independently audited financial statements of Borrower (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Lender;
(ix) if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial statements of Borrower covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(x) financial statements of each of the Guarantors, signed by them, dated no less recently than three (3) months prior to the date of the initial Advance;
(xi5) copies An original resolution of the board of directors of the Borrower’s , certified as of the date of the initial Advance by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the Note, and all other instruments or documents to be delivered by the Borrower pursuant to this Agreement;
(6) A certificate of the Borrower's corporate secretary as to the incumbency and authenticity of the signatures of the officers of the Borrower executing this Agreement and the Note and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Bank being entitled to rely thereon until a new such certificate has been furnished to the Bank);
(7) A true, correct and complete copy of the original independently audited financial statements of the Borrower (and its Subsidiaries, on a consolidated basis) for the most recent fiscal year end containing a balance sheet and related statements of income and retained earnings (the "Statement Date") and changes in financial position for the period -------------- ended on the Statement Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and acceptable to the Bank and attached to a "Certificate Accompanying Financial Statements" in the form attached hereto as --------------------------------------------- Exhibit "I"; -----------
(9) Five (5) original Acknowledgments in the form attached hereto as Exhibit "J" endorsed in blank; -----------
(10) Copies of the Borrower's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policiespolicy, all in form and content satisfactory to Lenderthe Bank, showing compliance by the Borrower with Section 9.10 below;
(xii) a subordination agreement, in form and substance satisfactory to Lender in its sole discretion, executed by each Guarantor and each Affiliate of Borrower that, as of the Effective Date, is a creditor date of Borrowerthe initial Advance with the related provisions of Section 6.9 hereof; and-----------
(xiii11) Acknowledgment Agreement executed by Borrower and Bank and within thirty (30) days of the initial Commitment Fee.
(b) Lender shall have executed and filed with the appropriate governmental authorities, as determined date hereof by Lender, in the state of Borrower’s principal place of business and in the state of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in the Collateral, and Lender has received evidence satisfactory to Lender of such filing.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.FNMA;
Appears in 1 contract
Sources: Working Capital Line of Credit and Security Agreement (Homecapital Investment Corp)
Initial Advance. As At or prior to the time of the initial Borrowing under the Revolving Credit or the issuance of the initial Letter of Credit, the following conditions precedent to Lender’s obligation to make the initial Advance hereundershall also have been satisfied:
(a) Borrower The Administrative Agent shall have delivered received the following for the account of the Lenders (each to Lender, in be properly executed and completed) and the same shall have been approved as to form and substance satisfactory to Lenderby the Lenders:
(i) this Agreement signed by BorrowerAgreement;
(ii) the Commitment Letter signed by BorrowerNotes;
(iii) copies (executed or certified as may be appropriate) for each Lender of the Note signed Articles of Incorporation and By-laws of the Company and each Guarantor and of all legal documents or proceedings taken in connection with the execution and delivery of the Loan Documents to the extent the Administrative Agent or its counsel may reasonably request, including, without limitation, resolutions of the Board of Directors of each such corporation authorizing the execution, delivery and performance of the Loan Documents to be executed by Borrower;it and certificates as to the incumbency and authority of, and setting forth a specimen signature of, each officer who is to sign any Loan Document and request extensions of credit hereunder; and
(iv) the Administrative Agent shall have received evidence that the Company shall have received a Guarantee signed by ▇▇▇▇▇'▇ Rating of Baa3 or higher or an S&P Rating of BBB- or higher.
(b) The Administrative Agent shall have received good standing certificates for the Company and each Guarantor, if stipulated Guarantor from the office of the Secretary of the State in the Commitment Letter;
(v) state of its incorporation dated as of a Power of Attorney signed by Borrower;
(vi) a certified copy of Borrower’s articles or certificate of incorporation and bylaws (or corresponding organizational documents if Borrower is not a corporation) and a certificate of good standing issued by the appropriate official in Borrower’s jurisdiction of organization, dated date no less recently later than one (1) month 30 days prior to the date hereof;
(viic) a certificate The Administrative Agent shall have received for the account of Borrower’s corporate secretary, substantially in the form of Exhibit H hereto, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Borrower executing the Principal Agreements itself and the resolutions of Lead Arrangers, Book Managers, and Syndication Agents and Documentation Agent the board of directors of Borrower, substantially fees referred to in the form of Exhibit I heretoSections 4.3 and 4.4 hereof;
(viiid) independently audited financial statements The Administrative Agent and the Lenders shall have received such information and agreements relating to the Company's purchase of Borrower (the Acquired Assets as they may reasonably request, including, without limitation, copies of all indemnity agreements being entered into in favor of the Company and relating to the Seller's and/or British Nuclear Fuels PLC's indemnification of the Company and its SubsidiariesSubsidiaries for environmental, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet pension and nuclear fuel related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periodsliabilities, and otherwise acceptable to Lender;
(ix) if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial statements of Borrower covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(x) financial statements of each of the Guarantors, signed by them, dated no less recently than three (3) months prior to the date of the initial Advance;
(xi) copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Lender, showing compliance by Borrower with Section 9.10 below;
(xii) a subordination agreement, same shall be in form and substance satisfactory to Lender the Administrative Agent;
(e) The Administrative Agent have received pro forma financial projections for the next five years satisfactory in its sole discretion, executed by each Guarantor form and each Affiliate of Borrower that, as of substance to the Effective Date, is a creditor of BorrowerAdministrative Agent;
(f) The Prior Credit Agreement shall have been terminated and all amounts payable thereunder shall be paid in full or otherwise provided for on or prior to the date hereof; and
(xiiig) the initial Commitment Fee.
(b) Lender The Administrative Agent shall have executed and filed with received for the appropriate governmental authorities, as determined by Lender, in account of the state of Borrower’s principal place of business and in the state of Borrower’s organization and in Lenders such other jurisdictions agreements, instruments, documents, certificates and opinions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in Administrative Agent or the Collateral, and Lender has received evidence satisfactory to Lender of such filingRequired Lenders make reasonably request.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
Appears in 1 contract
Initial Advance. As conditions precedent The obligations of the Lenders to Lender’s obligation to make fund their respective Funding Shares of the initial Advance hereunderunder this Agreement are subject to the Company's fulfillment of the following conditions precedent:
(a) Borrower the IPO shall have been completed on the terms and conditions set forth in the preliminary offering memorandum furnished to the Agent and yielding net proceeds to the Company of at least One Hundred Million Dollars ($100,000,0000);
(b) the Agent shall have received (or be satisfied that it will receive by such deadline as the Agent shall specify) the following, all of which must be satisfactory in form and content to the Agent in its sole discretion:
(1) this Agreement duly executed by all parties;
(2) the Senior Credit Notes, each duly executed by the Company;
(3) UCC financing statements for the Collateral covered by this Agreement, each duly authorized by the Company;
(4) current UCC search reports of a UCC filings search in the office of the Secretary of State of the State of Maryland;
(5) the Custody Agreement duly executed by the Company and JPMorgan as Custodian;
(6) copies of the Company's (i) certificate of incorporation certified by the Secretary of State of the State of Maryland and (ii) bylaws and all amendments certified by such its corporate secretary or assistant secretary, as well as any other information required by Section 326 of the USA Patriot Act or necessary for the Agent or any Lender to verify the identity of the Company as required by Section 326 of the USA Patriot Act in accordance with the requirements summarized in the notice given in SECTION 15.6;
(7) If the Company has already begun registering Pledged Loans with MERS, the Company shall have delivered to Lenderthe Agent the Electronic Tracking Agreement (as defined in the Custody Agreement) duly executed by the Company, in form Mortgage Electronic Registration Systems, Inc., MERSCorp., Inc. and substance satisfactory the Custodian.
(8) certificate of existence or authority and good standing for the Company issued by the Secretary of State of Maryland;
(9) original resolutions of the Company's board of directors, certified as of the date of the initial Advance by the Company's corporate secretary, authorizing the execution, delivery and performance by the Company of this Agreement, the Senior Credit Notes, the Custody Agreement and all other Facilities Papers to Lender:be delivered by the Company pursuant to this Agreement;
(10) a certificate of the Company's corporate secretary as to (i) the incumbency of the officers of the Company executing this Agreement signed Agreement, the Senior Credit Notes, the Custody Agreement, each applicable Request for Borrowing and all other Facilities Papers executed or to be executed by Borrower;
or on behalf of the Company and (ii) the Commitment Letter signed by Borrower;
authenticity of their signatures -- and specimens of their signatures shall be included in such certificate or set forth on an exhibit attached to it -- (iii) the Note signed by Borrower;
(iv) Agent and the Lenders shall be entitled to rely on that certificate until the Company has furnished a Guarantee signed by each Guarantornew certificate to the Agent, if stipulated in and certifying that attached to such certificate are true and correct copies of all amendments to the Commitment Letter;
(v) a Power of Attorney signed by Borrower;
(vi) a certified copy of Borrower’s articles or Company's certificate of incorporation and bylaws (or corresponding organizational documents if Borrower is not a corporation) and a certificate of good standing issued by the appropriate official in Borrower’s jurisdiction of organization, dated no less recently than one (1) month prior to the date hereofsince their inception);
(vii) a certificate of Borrower’s corporate secretary, substantially in the form of Exhibit H hereto, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Borrower executing the Principal Agreements and the resolutions of the board of directors of Borrower, substantially in the form of Exhibit I hereto;
(viii) independently audited financial statements of Borrower (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Lender;
(ix) if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial statements of Borrower covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(x) financial statements of each of the Guarantors, signed by them, dated no less recently than three (3) months prior to the date of the initial Advance;
(xi) copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Lender, showing compliance by Borrower with Section 9.10 below;
(xii) a subordination agreement, in form and substance satisfactory to Lender in its sole discretion, executed by each Guarantor and each Affiliate of Borrower that, as of the Effective Date, is a creditor of Borrower; and
(xiii) the initial Commitment Fee.
(b) Lender shall have executed and filed with the appropriate governmental authorities, as determined by Lender, in the state of Borrower’s principal place of business and in the state of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in the Collateral, and Lender has received evidence satisfactory to Lender of such filing.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Sunset Financial Resources Inc)
Initial Advance. As conditions precedent to Lender’s The obligation of the Lender to make the initial Advance hereunderunder this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, of the following conditions precedent:
(a) Borrower The Lender shall have delivered received the following, all of which must be satisfactory in form and content to the Lender, in form and substance satisfactory to Lenderits sole discretion:
(i1) this Agreement signed The Loan Documents dated as of the date hereof duly executed by Borrowerthe Company;
(ii2) the Commitment Letter signed by Borrower;
(iii) the Note signed by Borrower;
(iv) a Guarantee signed by Certified copies of each Guarantor, if stipulated in the Commitment Letter;
(v) a Power Company's articles of Attorney signed by Borrower;
(vi) a certified copy of Borrower’s articles or certificate of incorporation formation and bylaws (or corresponding organizational documents if Borrower is not a corporation) membership agreement and a certificate certificates of good standing issued by the appropriate official in Borrower’s jurisdiction of organization, dated no less recently than one ninety (190) month days prior to the date hereofof this Agreement and a certification from the taxing authority of the state of formation stating that the Company is in good standing with said taxing authority;
(vii3) a An original resolution of the members of each Company, certified as of the date of this Agreement by the Company's managing member, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by the Company pursuant to this Agreement;
(4) A certificate of Borrower’s corporate secretary, substantially (in the form of Exhibit H hereto, dated as J) of the Effective Date, each Company's managing member as to the incumbency and authenticity resolution of the signatures members of each Company
(5) Consolidated Financial statements of the officers of Borrower executing the Principal Agreements and the resolutions of the board of directors of Borrower, substantially in the form of Exhibit I hereto;
(viii) independently audited financial statements of Borrower Company (and its their Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a an audited balance sheet as of November 15, 1999 (the "Statement Date") and related statements of income, stockholders’ changes in partners' equity and cash flowsflows for the period ended on the Statement Date, all prepared in accordance with GAAP, GAAP applied on a basis consistent with prior periodsperiods and in the case of the statements as of the Statement Date, and otherwise audited by independent certified public accountants of recognized standing acceptable to the Lender;
(ix) if more than six (6) months has passed since A favorable written opinion of outside counsel to the close Company, dated as of the most recently ended fiscal yeardate of this Agreement, interim financial statements to be in substantially the form of Borrower covering the period from the first day of the current fiscal year Exhibit M hereto, and addressed to the last day of the most recently ended monthLender;
(x7) financial statements of each A tax, lien and judgment search of the Guarantorsappropriate public records for each Company, signed by themincluding a search of Uniform Commercial Code financing statements, dated no less recently which search shall not have disclosed the existence of any prior Lien on the Collateral other than three (3) months prior to the date in favor of the initial AdvanceLender or as permitted hereunder;
(xi) copies 8) Copies of Borrower’s errors and omissions insurance policy the certificates, documents or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policiesother written instruments which evidence each Company's eligibility described in Section 5.11 hereof, all in form and content satisfactory to Lender, showing compliance by Borrower with Section 9.10 below;
(xii) a subordination agreement, in form and substance satisfactory to Lender in its sole discretion, executed by each Guarantor and each Affiliate of Borrower that, as of the Effective Date, is a creditor of Borrower; and
(xiii) the initial Commitment Fee.
(b) Lender shall have executed and filed with the appropriate governmental authorities, as determined by Lender, in the state of Borrower’s principal place of business and in the state of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in the Collateral, and Lender has received evidence satisfactory to Lender of such filing.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.;
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (First NLC Financial Services Inc)
Initial Advance. As conditions precedent Lenders will not be obligated to Lender’s obligation to make fund the initial Advance Loans hereunder:, and the L/C Issuers will not be obligated to issue the initial L/Cs hereunder, unless (x) there have been no changes or developments in the information and projections provided by the Companies prior to the date hereof to Administrative Agent and Lenders in connection with the transactions contemplated hereby, (y) Administrative Agent and Lenders have not received or discovered new or additional information regarding the Companies that could reasonably be expected to cause a Material Adverse Event, and (z) Administrative Agent has received each of the items in clauses (a) through (k) below, and the conditions in clauses (l) and (m) below have been satisfied (other than each item or condition, if any, listed on Schedule 7.1, which items or conditions are hereby permitted to be delivered or satisfied after the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 7.1):
(a) an executed counterpart of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender, and Borrower;
(b) with respect to any Lender requesting a Note pursuant to Section 3.1(a), a Revolver Note, payable to the order of such requesting Lender, as contemplated in Section 3.1(a), and if requested by either Swing Line Lender pursuant to Section 3.1(a), a Swing Line Note, payable to such Swing Line Lender;
(c) from any Restricted Company (other than Borrower) (i) that has not previously executed a Guaranty, a Guaranty executed by such Restricted Company, or (ii) that has previously executed a Guaranty, a Confirmation of Guaranty executed by such Restricted Company;
(d) from the holder of the capital stock or other equity interests of any Restricted Company or SSI, as applicable, (i) that has not previously executed a Pledge Agreement, a Pledge Agreement executed by such Person, pledging such capital stock or other equity interest, or (ii) that has previously executed a Pledge Agreement, a Confirmation of Pledge Agreement executed by such Person;
(e) an Officers’ Certificate for each Restricted Company, relating to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and incumbency;
(f) Certificates of Existence and Good Standing (Account Status) for each Restricted Company from its state of organization and each other state where it does business, each dated after January 1, 2005;
(g) Forest Service Permit Agreements duly executed by the United States Department of Agriculture, Forest Service, the applicable Company, and Administrative Agent;
(h) Legal opinions of Martha Dugan Rehm, General Counsel of VRI, and Cahill Gordon & Reindel LLP, special New York counsel to Borrower and the other Restricted Subsidiaries, each in ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇e satisfactory to Administrati▇▇ ▇▇▇▇▇; ▇▇▇ of ▇▇▇ ▇▇regoing opinions shall have delivered include opinions confirming that (i) the Debt incurred under this Agreement and the related Loan Papers (A) has been incurred or entered into in compliance with the requirements of the Senior Subordinated Indenture, and (B) constitutes “Senior Debt” under the terms of the Senior Subordinated Indenture, and (ii) this Agreement constitutes the “Credit Agreement” as such term is defined in the Senior Subordinated Indenture.
(i) a certificate signed by a Responsible Officer certifying that (i) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects; (ii) no Default or Potential Default exists under the Existing Agreement; (iii) no Default or Potential Default exists or would result from the execution and delivery of the Loan Papers or the proposed funding of the Loans or issuance of L/Cs on the Closing Date; (iv) there has been no event or circumstance since July 31, 2004 that has had or could be reasonably expected to Lenderresult in, either individually or in the aggregate, a Material Adverse Event; and (v) except as set forth on Schedule 8.7, there is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to (A) materially and adversely affect the Companies, or (B) adversely affect any transaction contemplated hereby, the rights and remedies of Administrative Agent, Lenders, and the L/C Issuers hereunder, or the ability of the Companies or any other obligor under any Guaranty to perform their respective obligations under the Agreement;
(j) evidence that all insurance required to be maintained pursuant to the Loan Papers has been obtained and is in effect;
(k) evidence, in form and substance satisfactory to Lender:
(i) this Administrative Agent, that concurrently with the Closing Date, the “Term Loans” under the Existing Agreement signed by Borrowershall be repaid in full, the security interests of the “Term Loan Lenders” in the collateral shall be released, and all obligations of Borrower with respect thereto shall be terminated;
(iil) the Commitment Letter signed by Borrower;
(iii) the Note signed by Borrower;
(iv) a Guarantee signed by each Guarantor, if stipulated in the Commitment Letter;
(v) a Power payment of Attorney signed by Borrower;
(vi) a certified copy of Borrower’s articles all fees payable on or certificate of incorporation and bylaws (or corresponding organizational documents if Borrower is not a corporation) and a certificate of good standing issued by the appropriate official in Borrower’s jurisdiction of organization, dated no less recently than one (1) month prior to the date hereof;
(vii) a certificate of Borrower’s corporate secretaryClosing Date to Administrative Agent, substantially in the form of Exhibit H hereto, dated as any Related Party of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Borrower executing the Principal Agreements and the resolutions of the board of directors of Borrower, substantially in the form of Exhibit I hereto;
(viii) independently audited financial statements of Borrower (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periodsAdministrative Agent, and otherwise acceptable to Lender;
(ix) if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial statements of Borrower covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(x) financial statements of each of the Guarantors, signed by them, dated no less recently than three (3) months prior to the date of the initial Advance;
(xi) copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance any Lender as provided for such policies, all in form and content satisfactory to Lender, showing compliance by Borrower with Section 9.10 below;
(xii) a subordination agreement, in form and substance satisfactory to Lender in its sole discretion, executed by each Guarantor and each Affiliate of Borrower that, as of the Effective Date, is a creditor of Borrower5; and
(xiiim) the initial Commitment Fee.
(b) Lender shall have executed and filed with the appropriate governmental authoritiesunless waived by Administrative Agent, as determined by Lenderpayment in full of all reasonable fees, in the state of Borrower’s principal place of business and in the state of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in the Collateralexpenses, and Lender has received evidence satisfactory disbursements of Haynes and Boone, LLP and, without duplication, the reasonably allocated cost of internal legal services and all reasonable expenses and disbursements of intern▇▇ ▇▇▇nsel (▇▇▇▇ectively, “Attorney Costs”) of Administrative Agent to Lender the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided, that such filingestimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent).
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
Appears in 1 contract
Sources: Credit Agreement (Vail Resorts Inc)
Initial Advance. As conditions precedent to Lender’s The obligation of the Lender to make the initial Advance hereunderunder this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof of the following conditions precedent:
(a) Borrower The Lender shall have delivered received the following, all of which must be satisfactory in form and content to the Lender, in form and substance satisfactory to Lenderits sole discretion:
(i1) this This Agreement signed duly executed by Borrower;the Company.
(ii2) the Commitment Letter signed by Borrower;
(iii) the Note signed by Borrower;
(iv) a Guarantee signed by each Guarantor, if stipulated in the Commitment Letter;
(v) a Power of Attorney signed by Borrower;
(vi) a certified copy of Borrower’s The Company's articles or certificate of incorporation as certified by the Secretary of State of the Company's incorporation, bylaws certified by the corporate secretary of the Company, and bylaws (or corresponding organizational documents if Borrower is not a corporation) and a certificate certificates of good standing issued by the appropriate official in Borrower’s jurisdiction of organization, dated no less recently than one ninety (190) month days prior to the date hereof;of this Agreement.
(vii3) a certificate A resolution of Borrower’s the board of directors of the Company, certified as of the date of this Agreement by its corporate secretary, substantially in authorizing the form execution, delivery and performance of Exhibit H heretothis Agreement and the other Loan Documents, dated as and all other instruments or documents to be delivered by the Company pursuant to this Agreement.
(4) A certificate of the Effective Date, Company's corporate secretary as to the incumbency and authenticity of the signatures of the officers of Borrower the Company executing the Principal Agreements this Agreement and the resolutions other Loan Documents and each Note delivered in connection with an Advance Request, each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender).
(5) Financial statements of the board of directors of BorrowerParent (and, substantially in the form of Exhibit I hereto;
(viii) independently audited financial statements of Borrower (and if applicable, its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet as of December 31, 1994 and related statements of income, changes in stockholders’ ' equity and cash flowsflows for the period ended on such date, all prepared in accordance with GAAP, GAAP applied on a basis consistent with prior periods, periods and otherwise audited by independent certified public accountants of recognized standing acceptable to the Lender;.
(ix) if more than six (6) months has passed since the close Financial statements of the most recently ended fiscal yearCompany (and, interim financial if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of April 30, 1994, related statements of Borrower covering income and changes in stockholders' equity for the period from ended on such date prepared in accordance with GAAP applied on a basis consistent with the first day Company's most recent audited financial statements.
(7) A tax, lien and judgment search of the current fiscal year appropriate public records for the Company, including a search of Uniform Commercial Code financing statements, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder.
(8) A favorable written opinion of the general counsel to the last day of the most recently ended month;
(x) financial statements of each of the Guarantors, signed by themCompany, dated no less recently than three (3) months prior to as of the date of this Agreement substantially in the initial Advance;form of Exhibit H attached hereto, addressed to the Lender.
(xi9) copies Copies of Borrower’s the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Lender.
(10) Copies of the Company's errors and omissions insurance policy or mortgage impairment insurance policy policy, and blanket bond coverage policy policy, or certificates in lieu of insurance for such policies, all in form and content satisfactory to the Lender, showing compliance by Borrower with Section 9.10 below;
(xii) a subordination agreement, in form and substance satisfactory to Lender in its sole discretion, executed by each Guarantor and each Affiliate of Borrower that, the Company as of the Effective Date, is a creditor date of Borrower; andthis Agreement with the related provisions of Section 6.7 hereof.
(xiii11) Executed financing statements in recordable form covering the initial Commitment FeeCollateral and ready for filing in all jurisdictions required by the Lender.
(12) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Bank and receipt of a fully executed Funding Bank Agreement.
(b) All directors, officers and shareholders of the Company, all Affiliates of the Company or of any Subsidiary of the Company, to whom or to any of whom the Company shall be indebted as of the date of this Agreement, shall have subordinated such indebtedness to the Obligations, by executing a Subordination of Debt Agreement, in the form of Exhibit F hereto; and the Lender shall have received an executed copy of any such Subordination of Debt Agreement, certified by the corporate secretary of the Company to be true and filed with the appropriate governmental authorities, as determined by Lender, in the state of Borrower’s principal place of business complete and in full force and effect as of the state date of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in the Collateral, and Lender has received evidence satisfactory to Lender of such filingAdvance.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Amresco Inc)
Initial Advance. As conditions precedent to Lender’s The obligation of the Bank to make any Advance under this Loan Agreement for a Mortgage Loan is subject to the initial Advance hereunderBank's receipt of the following, all of which must be reasonably satisfactory in form and content to the Bank, in its sole discretion:
(a) Borrower shall have delivered to Lender, in form and substance satisfactory to Lender:
(i) this Agreement signed The Note duly executed by Borrowerthe Company;
(iib) The Guaranty, in the Commitment Letter signed form attached hereto as Exhibit A, duly executed by Borrowerthe Guarantor;
(iiic) Executed Assignments of Notes and Mortgages in the Note signed by Borrowerform attached hereto as Exhibit E, to be recorded upon the occurrence of any Event of Default hereunder or a mutually agreed upon electronic alternative thereto;
(ivd) a Guarantee signed by each Guarantor, if stipulated in Certified copies of the Commitment Letter;
(v) a Power of Attorney signed by Borrower;
(vi) a certified copy of Borrower’s Company's articles or certificate of incorporation and bylaws (or corresponding organizational documents if Borrower is not a corporation) bylaws, and a certificate certificates of good standing issued by existence delivered to the appropriate official in Borrower’s jurisdiction of organization, dated no less recently than one (1) month Bank prior to the date hereofof closing;
(viie) A resolution of the board of directors of the Company, certified as of a date prior to the initial Advance by its Secretary, authorizing the execution, delivery and performance of this Loan Agreement and the Note, and all other instruments or documents to be delivered by the Company pursuant to this Loan Agreement;
(f) A certificate of Borrower’s the Company's corporate secretary, substantially in the form of Exhibit H hereto, dated as of the Effective Date, secretary as to the incumbency and authenticity of the signatures of the officers of Borrower the Company executing the Principal Agreements this Loan Agreement and the resolutions of Note and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the board of directors of Borrower, substantially in Bank being entitled to rely thereon until a new such certificate has been furnished to the form of Exhibit I heretoBank);
(viiig) independently audited Audited financial statements of Borrower the Company (and its Subsidiaries, on a consolidated basis) prepared by a Certified Public Accountant in form and substance reasonably satisfactory to the Bank, which shall include, but not be limited to, a statement of income for each of the two period ending on December 31, 2003 (2) fiscal years most recently ended (if availablethe "Statement Date"), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Lender;
(ixh) if more than six (6) months has passed since A certificate of insurance evidencing the close of the most recently ended fiscal year, interim financial statements of Borrower covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(x) financial statements of each of the Guarantors, signed by them, dated no less recently than three (3) months prior to the date of the initial Advance;
(xi) copies of Borrower’s Company's errors and omissions insurance policy or mortgage impairment insurance policy in an amount of at least $500,000.00, each loss and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Lender, showing compliance by Borrower with Section 9.10 belowaggregate;
(xiii) a subordination agreementAn executed, original opinion of the Company's counsel, in form and substance satisfactory reasonably acceptable to Lender in its sole discretionBank, executed by each Guarantor and each Affiliate of Borrower thatopining, among other things, as to the enforceability of the Effective DateLoan Agreement, is a creditor the Note and the financing statements, against the Company, and as to the enforceability of Borrowerthe guaranties against the Guarantor; and
(xiii) the initial Commitment Fee.
(b) Lender shall have executed and filed with the appropriate governmental authorities, as determined by Lender, in the state of Borrower’s principal place of business and in the state of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in the Collateral, and Lender has received evidence satisfactory to Lender of such filing.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
Appears in 1 contract
Sources: Warehouse Credit and Security Agreement (Community Bankshares Inc /Sc/)
Initial Advance. As conditions precedent to Lender’s The obligation of the Lender to make the initial Advance hereunderunder this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof of the following conditions precedent:
(a) Borrower The Lender shall have delivered received the following, all of which must be satisfactory in form and content to the Lender, in form and substance satisfactory to Lenderits sole discretion:
(i1) The Notes and this Agreement signed duly executed by Borrower;the Company.
(ii2) the Commitment Letter signed by Borrower;
(iii) the Note signed by Borrower;
(iv) a Guarantee signed by each Guarantor, if stipulated in the Commitment Letter;
(v) a Power of Attorney signed by Borrower;
(vi) a certified copy of Borrower’s The Company's articles or certificate of incorporation as certified by the Secretary of State of the Company's incorporation, bylaws certified by the corporate secretary of the Company, or a Certificate of the Company stating that there has been no change in either the articles of incorporation or bylaws since those delivered in connection with that certain Warehousing Credit and bylaws (or corresponding organizational documents if Borrower is not a corporation) Security Agreement dated April 15, 1992, and a certificate certificates of good standing issued by the appropriate official in Borrower’s jurisdiction of organization, dated no less recently than one ninety (190) month days prior to the date hereof;of this Agreement.
(vii3) a certificate An original resolution of Borrower’s the board of directors of the Company, certified as of the date of this Agreement by its corporate secretary, substantially in authorizing the form execution, delivery and performance of Exhibit H heretothis Agreement and the other Loan Documents, dated as and all other instruments or documents to be delivered by the Company pursuant to this Agreement.
(4) A certificate of the Effective Date, Company's corporate secretary as to the incumbency and authenticity of the signatures of the officers of Borrower the Company executing the Principal Agreements this Agreement and the resolutions other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender). 148
(5) Financial statements of the board of directors of BorrowerCompany (and, substantially in the form of Exhibit I hereto;
(viii) independently audited financial statements of Borrower (and if applicable, its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet as of December 31, 1994, and related statements of income, changes in stockholders’ ' equity and cash flowsflows for the period ended on such date, all prepared in accordance with GAAP, GAAP applied on a basis consistent with prior periods, periods and otherwise audited by independent certified public accountants of recognized standing acceptable to the Lender;.
(ix) if more than six (6) months has passed since the close Financial statements of the most recently ended fiscal yearCompany (and, interim financial if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of June 30, 1995, related statements of Borrower covering income and changes in stockholders' equity for the period from ended on such date prepared, except as disclosed on the first day financial statements, in accordance with GAAP applied on a basis consistent with the Company's most recent audited financial statements.
(7) A favorable written opinion of the current fiscal year counsel to the last day of the most recently ended month;
(x) financial statements of each of the Guarantors, signed by themCompany, dated no less recently than three (3) months prior to as of the date of this Agreement substantially in the initial Advance;form of Exhibit H attached hereto, addressed to the Lender.
(xi8) In the state of incorporation of the Company, a tax, lien and judgment search of the appropriate public records for the Company, including a search of Uniform Commercial Code financing statements, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder.
(9) copies Copies of Borrower’s the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.13 hereof or a certificate from the Company stating there has been no change in such eligibility since those delivered in connection with the Original Agreement, all in form and substance satisfactory to the Lender.
(10) Certificate from the Company stating its errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all are in form and content satisfactory to Lender, showing compliance by Borrower with Section 9.10 below;
(xii) a subordination agreement, in form and substance satisfactory to Lender in its sole discretion, executed by each Guarantor and each Affiliate of Borrower that, as of the Effective Date, is a creditor date of Borrower; andthis Agreement with the related provisions of Section 6.8 hereof. 149
(xiii11) Executed amendments to the initial financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender.
(12) Receipt by the Lender of the Commitment FeeFee due on the date hereof, if any.
(13) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Bank and receipt of a fully executed Funding Bank Agreement.
(b) All directors, officers and shareholders of the Company, all Affiliates of the Company or of any Subsidiary of the Company, to whom or to any of whom the Company shall be indebted as of the date of this Agreement, shall have subordinated such indebtedness to the Obligations, by executing a Subordination of Debt Agreement, in the form of Exhibit F hereto; provided, however, that earned salaries and bonuses and expense reimbursements owed to officers of the Company shall be excluded from this requirement; and the Lender shall have received an executed copy of any such Subordination of Debt Agreement, certified by the corporate secretary of the Company to be true and filed with the appropriate governmental authorities, as determined by Lender, in the state of Borrower’s principal place of business complete and in full force and effect as of the state date of Borrower’s organization the Advance. Unsecured indebtedness of the Company to its Affiliates for warehousing purposes and in such other jurisdictions as may unclaimed bondholder funds held and administered by the Company for its Subsidiaries are not required to be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect subordinated under the security interest terms of Lender in the Collateral, and Lender has received evidence satisfactory to Lender of such filingthis Section.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (U S Home Corp /De/)
Initial Advance. As conditions precedent to Lender’s The obligation of the Lenders to make any Advance under this Agreement is subject to the initial Advance hereundersatisfaction, in the sole discretion of the Agent, on or before the date thereof, of the following conditions precedent:
(a) Borrower The Agent shall have delivered to Lenderreceived the following, all of which must be satisfactory in form and substance satisfactory content to Lenderthe Agent, in its sole discretion:
(i1) this Agreement signed The Loan Documents dated as of the date hereof duly executed by Borrowerthe Company;
(ii2) Certified copies of the Commitment Letter signed by Borrower;
(iii) the Note signed by Borrower;
(iv) a Guarantee signed by each Guarantor, if stipulated in the Commitment Letter;
(v) a Power of Attorney signed by Borrower;
(vi) a certified copy of BorrowerCompany’s articles or certificate of incorporation and bylaws (or corresponding organizational documents if Borrower is not a corporation) and a certificate certificates of good standing issued by the appropriate official in Borrower’s jurisdiction of organization, dated no less recently than one ninety (190) month days prior to the date hereofof this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authority;
(vii3) a A certificate of Borrower’s corporate secretary, substantially resolutions by the corporate secretary of the Company in the form of Exhibit H hereto“J” attached hereto certifying the resolutions authorizing the execution, dated as delivery and performance of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Borrower executing the Principal Agreements this Agreement and the resolutions of other Loan Documents, and all other instruments or documents to be delivered by the board of directors of Borrower, substantially in the form of Exhibit I heretoCompany pursuant to this Agreement;
(viii4) independently audited financial Financial statements of Borrower the Company (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet as of December 31, 2001 (the “Statement Date”) and related statements of income, changes in stockholders’ equity and cash flowsflows for the period ended on the Statement Date and a balance sheet as of July 31, 2002 (“Interim Date”) and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP, GAAP applied on a basis consistent with prior periodsperiods and in the case of the statements as of the Statement Date, and otherwise audited by independent certified public accountants of recognized standing acceptable to Lenderthe Agent, together with an Officer Certificate prepared as of the Interim Date and executed by the president or chief financial officer of the Company;
(ix5) if more than six (6) months has passed since A favorable written opinion of counsel to the close Company, dated as of the most recently ended fiscal year, interim financial statements of Borrower covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(x) financial statements of each of the Guarantors, signed by them, dated no less recently than three (3) months prior to the date of the initial Advance;
(xi) copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Lender, showing compliance by Borrower with Section 9.10 below;
(xii) a subordination agreement, Closing Date in form and substance satisfactory to Lender in its sole discretionthe Agent, executed by each Guarantor addressed to the Agent and each Affiliate of Borrower thatthe Lenders
(6) A tax, as lien and judgment search of the Effective Dateappropriate public records for the Company, is including a creditor search of Borrower; and
(xiii) the initial Commitment Fee.
(b) Lender shall have executed and filed with the appropriate governmental authorities, as determined by Lender, in the state of Borrower’s principal place of business and in the state of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such financing statements, which search shall not have disclosed the existence of any prior Lien on the Collateral other instruments than in favor of the Agent or as may be necessary to perfect the security interest of Lender in the Collateral, and Lender has received evidence satisfactory to Lender of such filing.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.permitted hereunder; and
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Sirva Inc)
Initial Advance. As conditions precedent Lenders will not be obligated to Lender’s obligation to make fund the initial Advance Loans hereunder:
, and the L/C Issuers will not be obligated to issue the initial L/Cs hereunder, unless Administrative Agent has received each of the items in clauses (a) Borrower shall have delivered to Lenderthrough (k) below, each in form and substance satisfactory to Administrative Agent and each of the Lenders, and the conditions in clauses (l) and (m) below have been satisfied (other than each item listed on Schedule 7.1, which items are hereby permitted to be delivered or satisfied after the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 7.1):
(a) an executed counterpart of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender:, and ▇▇▇▇▇▇▇▇;
(b) (i) this Agreement signed by Borrowerwith respect to any Revolver Lender requesting a Revolver Note pursuant to Section 3.1(a), a Revolver Note, payable to the order of such requesting Revolver Lender, as contemplated in Section 3.1(a), and (ii) with respect to any Term Loan Lender requesting a Term Loan Note pursuant to Section 3.1(a), a Term Loan Note, payable to the order of such requesting Term Loan Lender, as contemplated in Section 3.1(a);
(iic) from any Restricted Company (other than Borrower) organized under the Commitment Letter signed Laws of the United States (or any state thereof), a Guaranty executed by Borrowersuch Restricted Company;
(iiid) from any Restricted Company organized under the Note signed Laws of the United States (or any state thereof) holding capital stock or other equity interests of any Restricted Subsidiary (other than stock in the Northstar Subsidiaries and the Concessioner Subsidiaries), a Pledge Agreement executed by Borrowersuch Person, pledging the portion of such capital stock or other equity interests required pursuant to Section 6.2;
(ive) a Guarantee signed by an Officers’ Certificate for each GuarantorRestricted Company, if stipulated in the Commitment Letterrelating to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and incumbency, as applicable;
(vf) Certificates of Existence and Good Standing (Account Status) for each domestic Restricted Company from its state of organization, each dated as of a Power of Attorney signed by Borrowerrecent date;
(vig) a certified copy Legal opinions of Borrower’s articles or certificate of incorporation and bylaws (or corresponding organizational documents if Borrower is not a corporation) and a certificate of good standing issued by the appropriate official in Borrower’s jurisdiction of organization▇▇▇▇▇▇, dated no less recently than one (1) month prior ▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, special New York counsel to the date hereof;
(vii) a certificate of Borrower’s corporate secretary, substantially in the form of Exhibit H hereto, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Borrower executing the Principal Agreements and the resolutions of the board of directors of Borrower, substantially in the form of Exhibit I hereto;
(viii) independently audited financial statements of Borrower (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periodsRestricted Companies, and otherwise acceptable to Lender;
(ix) if more than six (6) months has passed since the close of the most recently ended fiscal yearsuch local counsel as Administrative Agent shall request, interim financial statements of Borrower covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(x) financial statements of each of the Guarantors, signed by them, dated no less recently than three (3) months prior to the date of the initial Advance;
(xi) copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Lender, showing compliance by Borrower with Section 9.10 below;
(xii) a subordination agreement, in form and substance satisfactory to Lender in its sole discretion, executed Administrative Agent;
(h) a certificate signed by each Guarantor and each Affiliate of Borrower that, as a Responsible Officer certifying that (i) all of the Effective representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (except to the extent qualified by materiality, in which case they shall be true and correct); (ii) no Default or Potential Default exists under the Existing Agreement; (iii) no Default or Potential Default exists or would result from the execution and delivery of the Loan Papers or the proposed funding of the Loans or issuance of L/Cs on the Closing Date; (iv) there has been no event or circumstance since July 31, 2023 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; and (v) except as set forth on Schedule 8.7, there is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Event;
(i) evidence that all insurance required to be maintained pursuant to the Loan Papers has been obtained and is in effect;
(j) with respect to any Lender that reasonably requests at least 5 days prior to the Closing Date, is Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 3 days prior to the Closing Date.
(k) at least 5 days prior to the Closing Date, Borrower that qualifies as a creditor “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to Borrower;
(l) payment of Borrowerall fees payable on or prior to the Closing Date to Administrative Agent, any Related Party of Administrative Agent, and any Lender as provided for in Section 5; and
(xiiim) unless waived by Administrative Agent, payment in full of all reasonable fees, expenses, and disbursements of ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP and, without duplication, the initial Commitment Fee.
reasonably allocated cost of internal legal services and all reasonable expenses and disbursements of internal counsel (bcollectively, “Attorney Costs”) of Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Administrative Agent’s reasonable estimate of Attorney Costs 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 ▇▇▇▇▇▇▇▇ and Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 14.5, for purposes of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or been satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless Administrative Agent shall have executed and filed with received notice from such Lender prior to the appropriate governmental authorities, as determined by Lender, in the state of Borrower’s principal place of business and in the state of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in the Collateral, and Lender has received evidence satisfactory to Lender of such filingproposed Closing Date specifying its objection thereto.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
Appears in 1 contract
Sources: Credit Agreement (Vail Resorts Inc)
Initial Advance. As conditions precedent to Lender’s The obligation of the Banks to make the initial Advance hereunderis subject to the satisfaction, in the sole discretion of the Banks, on or before the date thereof of the following conditions precedent:
(a) Borrower The Banks shall have delivered to Lenderreceived counterparts of the following, all of which must be satisfactory in form and substance satisfactory content to Lenderthe Agent, in its sole discretion:
(i1) this Agreement signed The Notes duly executed by Borrowerthe Company;
(ii2) The Guarantees, in the Commitment Letter signed form attached hereto as Exhibit B, duly executed by Borrowerthe Guarantors;
(iii3) Certified copies of the Note signed by Borrower;
(iv) a Guarantee signed by each Guarantor, if stipulated in the Commitment Letter;
(v) a Power of Attorney signed by Borrower;
(vi) a certified copy of Borrower’s Company's articles or certificate of incorporation and bylaws (or corresponding organizational documents if Borrower is not a corporation) bylaws, and a certificate certificates of good standing issued by the appropriate official in Borrower’s jurisdiction of organization, dated no less recently than one three (13) month months prior to the date hereofof the initial Advance;
(vii4) a certificate A written opinion of Borrower’s corporate secretarycounsel to the Company and the Guarantors (or of separate counsel at the option of the Company and the Guarantors) in form and content satisfactory to the Banks, dated as of, or prior to, the date of the initial Advance, addressed to the Banks and the Agent, substantially in the form attached hereto as Exhibit I.
(5) An original resolution of Exhibit H heretothe board of directors of each of PMC and RF Properties, dated certified as of the Effective Datedate of the initial Advance by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the Notes, and all other instruments or documents to be delivered by the Company pursuant to this Agreement;
(6) A certificate of the Company's corporate secretary as to the incumbency and authenticity of the signatures of the officers of Borrower the Company executing the Principal Agreements this Agreement and the resolutions of Notes and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the board of directors of Borrower, substantially in Agent being entitled to rely thereon until a new such certificate has been furnished to the form of Exhibit I heretoBanks);
(viii7) Original independently audited financial statements of Borrower the Company (and its their Subsidiaries, on a consolidated basis) for each of the two (2) most recent fiscal years most recently ended (if available), year end containing a balance sheet and related statements of income, stockholders’ equity income and cash flowsretained earnings (the "Statement Date") and changes in financial position for the period ended on the Statement Date, all prepared in accordance with GAAP, GAAP applied on a basis consistent with prior periods, periods and otherwise acceptable to Lenderthe Banks;
(ix) if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial 8) Financial statements of Borrower covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(x) financial statements of each of the Guarantors, signed by them, dated no less recently than three (3) months prior to the date of the initial Advance;
(xi9) copies Copies of Borrower’s the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Agent;
(10) Copies of the Company's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy policy, or certificates in lieu of insurance for such policies, all in form and content satisfactory to Lenderthe Agent, showing compliance by Borrower the Company as of the date of the initial Advance with the related provisions of Section 9.10 below6.8 hereof;
(xii11) With respect to each Advance, a subordination agreement, copy of irrevocable instructions to the Investor stating that payment for the Mortgage Loan will be remitted to the Banks in the form and substance satisfactory to Lender of Exhibit J;
(12) A power of attorney in its sole discretion, executed by each Guarantor and each Affiliate the form of Borrower that, as of the Effective Date, is a creditor of BorrowerExhibit K; and
(xiii13) A Master Bailee Agreement for Foreclosure Loans in the initial Commitment Fee.form of Exhibit L.
(b) Lender At the sole discretion of the Banks, the Banks may require any director, officer or shareholder of the Company, all Affiliates of the Company or of any Subsidiary of the Company, and each of the Guarantors, to whom or to any of whom the Company shall have executed and filed with be indebted as of the appropriate governmental authoritiesdate of this Agreement, as determined by Lenderto execute a Subordination of Debt Agreement, in the state form of Borrower’s principal place Exhibit F hereto; and the Banks shall have received an executed copy of business said Subordination of Debt Agreement, certified by the corporate secretary of the Company to be true and complete and in full force and effect as of the state date of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in the Collateral, and Lender has received evidence satisfactory to Lender of such filingAdvance.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (PMCC Financial Corp)
Initial Advance. As At or prior to the making of the initial extension of credit hereunder, the following conditions precedent to Lender’s obligation to make the initial Advance hereundershall also have been satisfied:
(a) Borrower the Agent shall have delivered received the following for the account of the Lenders (each to Lender, in be properly executed and completed) and the same shall have been approved as to form and substance satisfactory to Lenderby the Agent:
(i) this Agreement signed by Borrowerthe A Notes;
(ii) the Commitment Letter signed by BorrowerGuaranties (if any);
(iii) certified copies of resolutions of the Note signed by BorrowerBoard of Directors of the Company and each Guarantor authorizing the execution and delivery of this Agreement, the Notes and the Guaranties, as appropriate;
(iv) a Guarantee signed copies of the articles of incorporation and by-laws of the Company and each Guarantor certified by each the Secretary or other appropriate officer of the Company or such Guarantor, if stipulated in as the Commitment Letter;case may be; and
(v) a Power an incumbency certificate containing the name, title and genuine signatures of Attorney signed by Borrowereach of the Company's Authorized Representatives.
(b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be reasonably satisfactory to each Lender and its counsel; and the Agent shall have received for the account of the Lenders the favorable written opinion of counsel for the Company in form set forth as Exhibit 7.2(c) hereof;
(vic) the Agent shall have received for the account of the Lenders a certified copy of Borrower’s articles or certificate of incorporation and bylaws (or corresponding organizational documents if Borrower is not a corporation) and a certificate of good standing issued by certificate for the appropriate official in Borrower’s jurisdiction Company (dated as of organization, dated the date no less recently earlier than one thirty (130) month days prior to the date hereof) from the office of the secretaries of state of the states of Illinois and Iowa;
(viid) the Agent shall have received for the account of the Lenders a good standing certificate of Borrower’s corporate secretary, substantially in the form of Exhibit H hereto, for each Guarantor (dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Borrower executing the Principal Agreements and the resolutions of the board of directors of Borrower, substantially in the form of Exhibit I hereto;
date no earlier than thirty (viii30) independently audited financial statements of Borrower (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Lender;
(ix) if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial statements of Borrower covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(x) financial statements of each of the Guarantors, signed by them, dated no less recently than three (3) months days prior to the date hereof) from the office of the initial Advancesecretary of the state in which such Guarantor was incorporated or formed;
(xie) copies The proceeds of Borrower’s errors such initial credit shall be used to pay in full all outstanding "Obligations" under the Existing Credit Agreement except to the extent such "Obligations" constitute a "LIBOR Portions," in which event such "Obligations" shall be deemed A Loans made by the same Lender hereunder evidenced by the relevant A Notes issued to such Lender, with interest on each such "LIBOR Portion" to be due and omissions insurance policy or mortgage impairment insurance policy payable at the end of the "Interest Period" applicable thereto at the time such "LIBOR Portion" becomes evidenced by the A Notes and blanket bond coverage policy or certificates of insurance the interest applicable to each such "LIBOR Portion" to continue at the rate which would otherwise applicable thereto under the Existing Credit Agreement (except that the "Applicable Margin" under the Existing Credit Agreement shall be deemed the Applicable Margin hereunder). The Lenders and the Company agree that concurrently with such initial credit, the Existing Credit Agreement shall terminate and all "Obligations" outstanding thereunder (except for such policies, all in form "LIBOR Portions") shall be due and content satisfactory to Lender, showing compliance by Borrower with Section 9.10 below;
(xii) a subordination agreement, in form and substance satisfactory to Lender in its sole discretion, executed by each Guarantor and each Affiliate of Borrower that, as of the Effective Date, is a creditor of Borrowerpayable; and
(xiii) the initial Commitment Fee.
(b) Lender shall have executed and filed with the appropriate governmental authorities, as determined by Lender, in the state of Borrower’s principal place of business and in the state of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in the Collateral, and Lender has received evidence satisfactory to Lender of such filing.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
Appears in 1 contract
Initial Advance. As conditions precedent to Lender’s The obligation of the Bank to make the --------------- initial Advance hereunderis subject to the satisfaction, in the sole discretion of the Bank, on or before the date thereof of the following conditions precedent:
(a) Borrower The Bank shall have delivered to Lenderreceived the following, all of which must be satisfactory in form and substance satisfactory content to Lenderthe Bank, in its sole discretion:
(i1) this Agreement signed The Note duly executed by Borrowerthe Company;
(ii2) The Guaranty, in the Commitment Letter signed form attached hereto as Exhibit B, duly executed --------- by Borrowereach of the Guarantors;
(iii3) Certified copies of the Note signed by Borrower;
(iv) a Guarantee signed by each Guarantor, if stipulated in the Commitment Letter;
(v) a Power of Attorney signed by Borrower;
(vi) a certified copy of Borrower’s Company's articles or certificate of incorporation and bylaws (or corresponding organizational documents if Borrower is not a corporation) bylaws, and a certificate certificates of good standing issued by the appropriate official in Borrower’s jurisdiction of organization, dated no less recently than one three (13) month months prior to the date hereofof the initial Advance;
(vii4) a certificate A written opinion of Borrower’s corporate secretarycounsel to the Company and each of the Guarantors (or of separate counsel at the option of the Company and the Guarantors) in form and content satisfactory to the Bank, dated as of, or prior to, the date of the initial Advance, addressed to the Bank, substantially in the form attached hereto as Exhibit I. ---------
(5) An original resolution of Exhibit H heretothe board of directors of the Company, dated certified as of the Effective Datedate of the initial Advance by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the Note, and all other instruments or documents to be delivered by the Company pursuant to this Agreement;
(6) A certificate of the Company's corporate secretary as to the incumbency and authenticity of the signatures of the officers of Borrower the Company executing the Principal Agreements this Agreement and the resolutions of Note and each Advance Request and all other instrument or document to be delivered pursuant hereto (the board of directors of Borrower, substantially in Bank being entitled to rely thereon until a new such certificate has been furnished to the form of Exhibit I heretoBank);
(viii7) Original independently audited financial statements of Borrower the Company (and its Subsidiaries, on a consolidated basis) for each of the two (2) most recent fiscal years most recently ended (if available), year end containing a balance sheet and related statements of income, stockholders’ equity income and cash flowsretained earnings (the "Statement Date") and changes in financial position for the period entered on the Statement Date, all prepared in accordance with GAAP, GAAP applied on a basis consistent with prior periods, periods and otherwise acceptable to Lenderthe Bank;
(ix) if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial statements of Borrower covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(x) financial 8) Financial statements of each of the Guarantors, signed by them, dated no less recently than three (3) months prior to the date of the initial Advance;
(xi9) copies Copies of Borrower’s the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Bank;
(10) Copies of the Company's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy policy, or certificates in lieu of insurance for such policies, all in form and content satisfactory to Lenderthe Bank, showing compliance by Borrower with Section 9.10 below;
(xii) a subordination agreement, in form and substance satisfactory to Lender in its sole discretion, executed by each Guarantor and each Affiliate of Borrower that, the Company as of the Effective Date, is a creditor date of Borrowerthe initial Advance with the related provisions of Section 6.8 hereof; and
(xiii) the initial Commitment Fee.
(b) Lender At the sole discretion of the Bank, the Bank may require any director, officer or shareholder of the Company, all Affiliates of the Company or of any Subsidiary of the Company, and each of the Guarantors, to whom or to any of whom the Company shall have executed and filed with be indebted as of the appropriate governmental authoritiesdate of this Agreement, as determined by Lenderto execute a Subordination of Debt Agreement, in the state form of Borrower’s principal place Exhibit F hereto; and --------- the Bank shall have received an executed copy of business said Subordination of Debt Agreement, certified by the corporate secretary of the Company to be true and complete and in full force and effect as of the state date of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in the Collateral, and Lender has received evidence satisfactory to Lender of such filingAdvance.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Preferred Credit Corp)
Initial Advance. As conditions precedent to Lender’s The obligation of the Lender to make the initial --------------- Advance hereunderunder this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof of the following conditions precedent:
(a) Borrower The Lender shall have delivered received the following, all of which must be satisfactory in form and content to the Lender, in form and substance satisfactory to Lender:its sole discretion:()
(i1) The Notes and this Agreement signed duly executed by Borrower;the Company.
(ii2) the Commitment Letter signed by Borrower;
(iii) the Note signed by Borrower;
(iv) a Guarantee signed by each Guarantor, if stipulated in the Commitment Letter;
(v) a Power of Attorney signed by Borrower;
(vi) a certified copy of Borrower’s The Company's articles or certificate of incorporation as certified by the Secretary of State of Colorado, bylaws certified by the corporate secretary of the Company, or a Certificate of the Company stating that there has been no change in either the articles of incorporation or bylaws since those delivered in connection with the RFC Conduit Credit Agreement and bylaws (or corresponding organizational documents if Borrower is not a corporation) and a certificate certificates of good standing issued by the appropriate official in Borrower’s jurisdiction of organization, dated no less recently than one ninety (190) month days prior to the date hereof;of this Agreement.
(vii3) a certificate A resolution of Borrower’s the board of directors of the Company, certified as of the date of this Agreement by its corporate secretary, substantially in authorizing the form execution, delivery and performance of Exhibit H heretothis Agreement and the other Loan Documents, dated as and all other instruments or documents to be delivered by the Company pursuant to this Agreement.
(4) A certificate of the Effective Date, Company's corporate secretary as to the incumbency and authenticity of the signatures of the officers of Borrower the Company executing the Principal Agreements this Agreement and the resolutions other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender).
(5) Financial statements of the board of directors of BorrowerCompany (and, substantially in the form of Exhibit I hereto;
(viii) independently audited financial statements of Borrower (and if applicable, its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet as of December 31, 1994, and related statements of income, changes in stockholders’ ' equity and cash flowsflows for the period ended on such date, all prepared in accordance with GAAP, GAAP applied on a basis consistent with prior periods, periods and otherwise audited by independent certified public accountants of recognized standing acceptable to the Lender;.
(ix) if more than six (6) months has passed since the close Financial statements of the most recently ended fiscal yearCompany (and, interim financial if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of October 31, 1995, related statements of Borrower covering income and changes in stockholders' equity for the period from ended on such date prepared in accordance with GAAP applied on a basis consistent with the first day Company's most recent audited financial statements.
(7) A favorable written opinion of the current fiscal year counsel to the last day of the most recently ended month;
(x) financial statements of each of the Guarantors, signed by themCompany, dated no less recently than three (3) months prior to as of the date of this Agreement substantially in the initial Advance;form of Exhibit ------- H attached hereto, addressed to the Lender. -
(xi8) A Uniform Commercial Code, tax lien and judgment search of the appropriate public records for the Company, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder.
(9) copies Copies of Borrower’s the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Lender.
(10) Copies of the Company's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy policy, or certificates in lieu of insurance for such policies, all in form and content satisfactory to the Lender, showing compliance by Borrower the Company as of the date of this Agreement with the related provisions of Section 9.10 below;6.8 hereof.
(xii11) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender.
(12) Receipt by the Lender of any fees due on the date hereof, including, but not limited to, Commitment Fees and document production fees.
(13) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Bank and receipt of a subordination agreement, fully executed Funding Bank Agreement.
(14) A copy of an Acknowledgment Agreement from FNMA in form and substance satisfactory to Lender the Lender, acknowledging the validity of the Lender's security interest in its sole discretionthe Servicing Contracts included in the Servicing Collateral, duly executed by each Guarantor the Company and each Affiliate of Borrower that, as of the Effective Date, is a creditor of Borrower; and
(xiii) the initial Commitment FeeFNMA.
(b) Lender shall have executed and filed with the appropriate governmental authorities, as determined by Lender, in the state of Borrower’s principal place of business and in the state of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in the Collateral, and Lender has received evidence satisfactory to Lender of such filing.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (National Mortgage Corp)
Initial Advance. As conditions precedent to Lender’s The obligation of the Lender to make the initial Advance hereunderunder this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, of the following conditions precedent:
(a) Borrower The Lender shall have delivered received the following, all of which must be satisfactory in form and content to the Lender, in form and substance satisfactory to Lenderits sole discretion:
(i1) this Agreement signed The Loan Documents dated as of the date hereof duly executed by Borrowerthe Company;
(ii2) Certified copies of the Commitment Letter signed by Borrower;
(iii) the Note signed by Borrower;
(iv) a Guarantee signed by each Guarantor, if stipulated in the Commitment Letter;
(v) a Power of Attorney signed by Borrower;
(vi) a certified copy of Borrower’s Company's articles or certificate of incorporation and bylaws (or corresponding organizational documents if Borrower is not a corporation) and a certificate certificates of good standing issued by the appropriate official in Borrower’s jurisdiction of organization, dated no less recently than one ninety (190) month days prior to the date hereofof this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authority;
(vii3) a certificate An original resolution of Borrower’s the board of directors of the Company, certified as of the date of this Agreement by its corporate secretary, substantially authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by the Company pursuant to this Agreement;
(4) A certificate (in the form of Exhibit H hereto, dated as EXHIBIT "J") of the Effective Date, Company's corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of Borrower the Company executing the Principal Agreements this Agreement and the resolutions of other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the board of directors of Borrower, substantially in Lender being entitled to rely thereon until a new such certificate has been furnished to the form of Exhibit I heretoLender);
(viii5) independently audited financial Financial statements of Borrower the Company (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet as of September 30, 1998 (the "Statement Date") and related statements of income, changes in stockholders’ ' equity and cash flowsflows for the period ended on the Statement Date and a balance sheet as of December 31, 1998 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP, GAAP applied on a basis consistent with prior periodsperiods and in the case of the statements as of the Statement Date, and otherwise audited by independent certified public accountants of recognized standing acceptable to the Lender;
(ix) if more than six (6) months has passed since A favorable written opinion of counsel to the close Company, dated as of the most recently ended fiscal yeardate of this Agreement, interim financial statements to be in substantially the form of Borrower covering the period from the first day of the current fiscal year EXHIBIT "M" hereto, and addressed to the last day of the most recently ended monthLender;
(x7) financial statements of each A tax, lien and judgment search of the Guarantorsappropriate public records for the Company, signed by themincluding a search of Uniform Commercial Code financing statements, dated no less recently which search shall not have disclosed the existence of any prior Lien on the Collateral other than three (3) months prior to the date in favor of the initial AdvanceLender or as permitted hereunder;
(xi8) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.11 hereof, all in form and substance satisfactory to the Lender;
(9) copies Copies of Borrower’s the Company's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policiespolicy, all in form and content satisfactory to the Lender, showing compliance by Borrower the Company as of the date of this Agreement with the related provisions of Section 9.10 below6.8 hereof and showing Lender as an additional loss payee on such policies;
(xii10) a subordination agreement, Executed financing statements in recordable form covering the Collateral and substance satisfactory to Lender ready for filing in its sole discretion, executed all jurisdictions required by each Guarantor and each Affiliate of Borrower that, as of the Effective Date, is a creditor of Borrower; andLender;
(xiii11) Evidence that the initial Commitment Fee.
(b) Lender shall have executed and filed Funding Account has been established with the appropriate governmental authorities, as determined by Lender, in the state of Borrower’s principal place of business and in the state of Borrower’s organization and in such other jurisdictions as may be required by Lender, Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary to perfect the security interest of Lender in the Collateral, and Lender has received evidence satisfactory to Lender of such filing.
(c) Lender shall have satisfactorily completed its due diligence review of Borrower’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (E Loan Inc)