Initial Advance. Lender’s obligation to make the initial Warehousing Advance is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent: (a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion: (1) The Warehousing Note and this Agreement duly executed by Borrower. (2) MMA’s articles of organization, together with all amendments, as certified by the Secretary of State of Delaware, MMA’s operating agreement, together with all amendments, certified by the manager of MMA, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution, consent or approval of all of the members of MMA authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA under this Agreement. (4) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA executing this Agreement and the other Loan Documents, and of the managers and employees of MMA delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (5) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA in the conduct of its business. (6) MTEI’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MTEI’s operating agreement, together with all amendments, certified by the manager of MTEI, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MTEI is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (7) A resolution, consent or approval of all of the members of MTEI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MTEI under this Agreement. (8) A certificate as to the incumbency and authenticity of the signatures of the managers of MTEI executing this Agreement and the other Loan Documents, and of the managers and employees of MTEI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be Dated: 5/23/2003 Amended: 6/11/2004 delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (9) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MTEI in the conduct of its business. (10) Midland Mortgage’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida, Midland Mortgage’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of Midland Mortgage, or a certificate of Midland Mortgage stating that that has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Midland Mortgage is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (11) A resolution of the board of directors of Midland Mortgage authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Midland Mortgage under this Agreement. (12) A certificate as to the incumbency and authenticity of the signatures of the officers of Midland Mortgage executing this Agreement and the other Loan Documents, and of the officers and employees of Midland Mortgage delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (13) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by Midland Mortgage in the conduct of its business. (14) MMA Construction’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MMA Construction’s operating agreement, together with all amendments, certified by the manager of MMA Construction, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Construction is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (15) A resolution, consent or approval of all of the members of MMA Construction authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Construction under this Agreement. (16) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Construction executing this Agreement and the other Loan Documents, and of the managers and employees of MMA Construction delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). Dated: 5/23/2003 Amended: 6/11/2004 (17) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Construction in the conduct of its business. (18) MMA Capital’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Michigan, MMA Capital’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of MMA Capital, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Capital is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (19) A resolution of the board of directors of MMA Capital authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Capital under this Agreement. (20) A certificate as to the incumbency and authenticity of the signatures of the officers of MMA Capital executing this Agreement and the other Loan Documents, and of the officers and employees of MMA Capital delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (21) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Capital in the conduct of its business. (22) A favorable written opinion of counsel to Borrower, addressed to Lender and dated as of the date of this Agreement, covering such matters as Lender may reasonably request. (23) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (24) Copies of the certificates, documents or other written instruments that evidence Borrower’s eligibility described in Section 9.1, all in form and substance satisfactory to Lender. (25) Copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the provisions of Section 7.9. (26) A fully-executed Funding Bank Agreement and evidence that all accounts into which Warehousing Advances will be funded have been established at the Funding Bank. (27) Receipt by Lender of any fees due on the date of this Agreement.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Municipal Mortgage & Equity LLC)
Initial Advance. Lender’s obligation to make the initial Warehousing Advance The effectiveness of this Agreement is subject to the satisfaction, in the sole discretion of LenderCredit Agent, of the following conditions precedent:
(a) Lender Credit Agent must receive the following, all of which must be satisfactory in form and content to LenderCredit Agent, in its sole discretion:
(1) The Fee Letters, the Warehousing Note Notes respectively payable to each Lender, and this Agreement Agreement, duly executed by Borrowerthe Borrowers.
(2) MMAEach Borrower’s articles organizational documents, certified as true and complete by an appropriate officer or other Person.
(3) Certificates of organization, together with all amendments, as certified by legal existence and good standing from the District of Columbia for GPF and the Secretary of State of DelawareDelaware for W&D, MMA’s operating agreement, together with all amendments, certified by the manager of MMA, and certificates of good standing dated within 30 thirty (30) days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(34) A resolutionSuch certificates of resolutions or other action, consent or approval incumbency certificates and/or other certificates of all responsible officers of each Borrower as Credit Agent may require evidencing (A) the members authority of MMA authorizing the execution, delivery and performance of each Borrower to enter into this Agreement and the other Loan DocumentsDocuments to which such Borrower is a party and (B) the identity, authority and capacity of each Warehousing Advance Request and all other agreements, instruments or documents Authorized Representative thereof authorized to be delivered by MMA under this Agreement.
(4) A certificate act as to the incumbency and authenticity of the signatures of the managers of MMA executing an Authorized Representative in connection with this Agreement and the other Loan Documents, and of the managers and employees of MMA delivering each Warehousing Advance Request and all other agreements, instruments or documents Documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until which such Borrower is a new incumbency certificate has been furnished to Lender)party.
(5) Assumed Name Certificates dated within 90 30 days of the date of this Agreement for any assumed name used by MMA Borrower in the conduct of its business.
(6) MTEI’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MTEI’s operating agreement, together with all amendments, certified by the manager of MTEI, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MTEI is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(7) A resolution, consent or approval of all of the members of MTEI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MTEI under this Agreement.
(8) A certificate as to the incumbency and authenticity of the signatures of the managers of MTEI executing this Agreement and the other Loan Documents, and of the managers and employees of MTEI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be Dated: 5/23/2003 Amended: 6/11/2004 delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(9) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MTEI in the conduct of its business.
(10) Midland Mortgage’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida, Midland Mortgage’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of Midland Mortgage, or a certificate of Midland Mortgage stating that that has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Midland Mortgage is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(11) A resolution of the board of directors of Midland Mortgage authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Midland Mortgage under this Agreement.
(12) A certificate as to the incumbency and authenticity of the signatures of the officers of Midland Mortgage executing this Agreement and the other Loan Documents, and of the officers and employees of Midland Mortgage delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(13) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by Midland Mortgage in the conduct of its business.
(14) MMA Construction’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MMA Construction’s operating agreement, together with all amendments, certified by the manager of MMA Construction, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Construction is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(15) A resolution, consent or approval of all of the members of MMA Construction authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Construction under this Agreement.
(16) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Construction executing this Agreement and the other Loan Documents, and of the managers and employees of MMA Construction delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). Dated: 5/23/2003 Amended: 6/11/2004
(17) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Construction in the conduct of its business.
(18) MMA Capital’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Michigan, MMA Capital’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of MMA Capital, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Capital is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(19) A resolution of the board of directors of MMA Capital authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Capital under this Agreement.
(20) A certificate as to the incumbency and authenticity of the signatures of the officers of MMA Capital executing this Agreement and the other Loan Documents, and of the officers and employees of MMA Capital delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(21) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Capital in the conduct of its business.
(22) A favorable written opinion of counsel to Borrower, addressed to Lender and dated as of the date of this Agreement, covering such matters as Lender may reasonably request.
(23) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this AgreementCredit Agent.
(247) Copies of the certificates, documents or other written instruments that evidence Borrower’s eligibility described in Section 9.1, all in form and substance satisfactory to Lender.
(25) Copies of each Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by such Borrower as of the date of this Agreement with the related provisions of Section 7.9.
(26) A fully-executed Funding Bank Agreement and evidence that all accounts into which Warehousing Advances will be funded have been established at the Funding Bank.
(27) 8) Receipt by Lender Credit Agent and Lenders of any fees due on the date of this Agreement pursuant to the Fee Letters.
(9) An opinion from counsel for each Borrower in form and substance satisfactory to Credit Agent concerning, among other matters (i) the legal existence, good standing and qualification to business of each Borrower, (ii) the power and authority of each Borrower to enter into and perform the Loan Documents to which it is a party, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of each Borrower to do so, (v) the enforceability of each Borrower’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against either Borrower, (vii) the validity and perfection of Credit Agent’s Lender’s security interest in the Collateral, (viii) the non-contravention of Borrowers’ obligations under the Loan Documents under the Borrowers’ charter documents or under any agreements or legal proceedings to which either of them is a party or by which either of them is bound, and (ix) such other matters as Credit Agent reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement.
(10) Copies of such documentation concerning Borrower’s status as a DUS lender as Credit Agent shall request, including any amendments to the W&D Xxxxxx Xxx DUS Agreements entered into subject to the Existing Agreement.
(11) Copies of such documentation concerning W&D’s status as a Xxxxxxx Mac Program Plus seller and servicer, if applicable, as Credit Agent shall request, including all amendments to any such documents entered into subsequent to the Existing Agreement.
(12) Such financial statements and other information as Credit Agent shall have reasonably requested.
(13) Such other documents as Credit Agent reasonably may require, duly executed and delivered, and evidence satisfactory to Credit Agent of the occurrence of any further conditions precedent to the closing of the credit facility established hereby.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Walker & Dunlop, Inc.)
Initial Advance. Lender’s obligation to make the initial Warehousing Advance The effectiveness of this Agreement is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent:
(a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion:
(1i) The Warehousing Note and this Agreement Agreement, duly executed by the Borrower.
(2ii) MMAThe Borrower’s articles organizational documents, certified as true and complete by an appropriate officer or other Person.
(iii) Certificates of organization, together with all amendments, as certified by legal existence and good standing from the Secretary of State of DelawareDelaware for Borrower, MMA’s operating agreement, together with all amendments, certified by the manager of MMA, and certificates of good standing dated within 30 thirty (30) days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(3iv) A resolutionSuch certificates of resolutions or other action, consent or approval incumbency certificates and/or other certificates of all responsible officers of the members Borrower as Lender may require evidencing (A) the authority of MMA authorizing the executionBorrower to enter into this Agreement and the other Loan Documents and (B) the identity, delivery authority and performance capacity of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA under this Agreement.
(4) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA executing this Agreement and the other Loan Documents, and of the managers and employees of MMA delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(5) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA in the conduct of its business.
(6) MTEI’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MTEI’s operating agreement, together with all amendments, certified by the manager of MTEI, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MTEI is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(7) A resolution, consent or approval of all of the members of MTEI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MTEI under this Agreement.
(8) A certificate as to the incumbency and authenticity of the signatures of the managers of MTEI executing this Agreement and the other Loan Documents, and of the managers and employees of MTEI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be Dated: 5/23/2003 Amended: 6/11/2004 delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(9) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MTEI in the conduct of its business.
(10) Midland Mortgage’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida, Midland Mortgage’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of Midland Mortgage, or a certificate of Midland Mortgage stating that that has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Midland Mortgage is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(11) A resolution of the board of directors of Midland Mortgage authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Midland Mortgage under this Agreement.
(12) A certificate as to the incumbency and authenticity of the signatures of the officers of Midland Mortgage executing this Agreement and the other Loan Documents, and of the officers and employees of Midland Mortgage delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(13) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by Midland Mortgage in the conduct of its business.
(14) MMA Construction’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MMA Construction’s operating agreement, together with all amendments, certified by the manager of MMA Construction, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Construction is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(15) A resolution, consent or approval of all of the members of MMA Construction authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Construction under this Agreement.
(16) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Construction executing this Agreement and the other Loan Documents, and of the managers and employees of MMA Construction delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). Dated: 5/23/2003 Amended: 6/11/2004
(17) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Construction in the conduct of its business.
(18) MMA Capital’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Michigan, MMA Capital’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of MMA Capital, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Capital is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(19) A resolution of the board of directors of MMA Capital authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Capital under this Agreement.
(20) A certificate as to the incumbency and authenticity of the signatures of the officers of MMA Capital executing this Agreement and the other Loan Documents, and of the officers and employees of MMA Capital delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(21) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Capital in the conduct of its business.
(22) A favorable written opinion of counsel to Borrower, addressed to Lender and dated as of the date of this Agreement, covering such matters as Lender may reasonably request.
(23v) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement.
(24) Copies of the certificates, documents or other written instruments that evidence Borrower’s eligibility described in Section 9.1, all in form and substance satisfactory to Lender.
(25vi) Copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the related provisions of Section 7.9.
(26vii) A fullyAn opinion from counsel for the Borrower in form and substance satisfactory to Lender concerning, among other matters (i) the legal existence, good standing and qualification to do business of the Borrower, (ii) the power and authority of the Borrower to enter into and perform the Loan Documents, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of the Borrower to do so, (v) the enforceability of the Borrower’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against the Borrower, (vii) the validity and perfection of the Lender’s security interest in the Collateral, (viii) the non-executed Funding Bank Agreement contravention of the Borrower’s obligations under the Loan Documents, under the Borrower’s charter documents or under any material agreements or legal proceedings to which it is a party or by which it is bound, and evidence that all accounts into which Warehousing Advances will be funded have been (ix) such other matters as Lender reasonably shall request consistent with loan facilities similar to the loan facility established at the Funding Bankby this Agreement.
(27viii) Receipt by Such financial statements and other information as Lender shall have reasonably requested.
(ix) Such other documents as Lender reasonably may require, duly executed and delivered, and evidence satisfactory to Lender of the occurrence of any further conditions precedent to the closing of the credit facility established hereby.
(b) Lender shall have filed Uniform Commercial Code financing statements in such jurisdictions as Lender shall have determined to be appropriate in order to perfect the security interest in the Collateral granted by Borrower pursuant to this Agreement or any other Loan Document.
(c) Borrower shall have (i) paid to the Lender, as applicable, all amounts due as of the Closing Date, and (ii) paid or reimbursed the Lender for all its attorneys’ fees due on and expenses incurred in connection with this Agreement and the date of this Agreementother Loan Documents.
Appears in 1 contract
Samples: Credit and Security Agreement (Walker & Dunlop, Inc.)
Initial Advance. Lender’s Lenders’ obligation to make the initial Warehousing Advance Advances is subject to the satisfaction, in the sole discretion of LenderCredit Agent, of the following conditions precedent:
(a) Lender Credit Agent must receive the following, all of which must be satisfactory in form and content to LenderCredit Agent, in its sole discretion:
(1) The Warehousing Note Notes and this Agreement duly executed by BorrowerBorrowers.
(2) MMA’s The Lennar Undertaking, on the form prescribed by Credit Agent, duly executed by Lennar.
(3) A certificate of UAMCLLC stating that there has been no change in either UAMCLLC ‘s articles of organization, together organization or operating agreement since those delivered in connection with all amendments, as certified by the Secretary of State of Delaware, MMA’s operating agreement, together with all amendments, certified by the manager of MMA, and certificates Existing Agreement.
(4) Certificates of good standing dated within 30 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA UAMCLLC is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(35) A resolution, consent or approval of all of the members of MMA UAMCLLC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA UAMCLLC under this Agreement.
(46) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA UAMCLLC executing this Agreement and the other Loan Documents.
(7) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by UAMCLLC in the conduct of its business.
(8) A certificate of EHMI stating that there has been no change in either EHMI’s articles of incorporation or bylaws since those delivered in connection with the Existing Agreement.
(9) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that EHMI is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(10) A resolution of the board of directors of EHMI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by EHMI under this Agreement.
(11) A certificate as to the incumbency and authenticity of the signatures of the officers of EHMI executing this Agreement and the other Loan Documents.
(12) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by EHMI in the conduct of its business.
(13) A certificate of EHMCA stating that there has been no change in either EHMCA’s articles of incorporation or bylaws since those delivered in connection with the Existing Agreement.
(14) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that EHMCA is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(15) A resolution of the board of directors of EHMCA authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by EHMCA under this Agreement.
(16) A certificate as to the incumbency and authenticity of the signatures of the officers of EHMCA executing this Agreement and the other Loan Documents.
(17) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by EHMCA in the conduct of its business.
(18) A certificate of UAMCC stating that there has been no change in either UAMCC’s articles of incorporation or bylaws since those delivered in connection with the Existing Agreement.
(19) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that UAMCC is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(20) A resolution of the board of directors of UAMCC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMCC under this Agreement.
(21) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMCC executing this Agreement and the other Loan Documents.
(22) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by UAMCC in the conduct of its business.
(23) A certificate of UAMC Asset stating that there has been no change in either UAMC Asset articles of incorporation or bylaws since those delivered in connection with the Existing Agreement.
(24) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that UAMC Asset is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(25) A resolution of the board of directors of UAMC Asset authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMC Asset under this Agreement.
(26) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMC Asset executing this Agreement and the other Loan Documents.
(27) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by UAMC Asset in the conduct of its business.
(28) A certificate of UAMCP stating that there has been no change in either UAMCP’s articles of incorporation or bylaws since those delivered in connection with the Existing Agreement.
(29) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that UAMCP is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(30) A resolution of the board of directors of UAMCP authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMCP under this Agreement.
(31) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMCP executing this Agreement and the other Loan Documents.
(32) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by UAMCP in the conduct of its business.
(33) A certificate of EHMLLC stating that there has been no change in either EHMLLC’s articles of organization or operating agreement since those delivered in connection with the Existing Agreement.
(34) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that EHMLLC is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(35) A resolution, consent or approval of all of the members of EHMLLC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by EHMLLC under this Agreement.
(36) A certificate as to the incumbency and authenticity of the signatures of the managers of EHMLLC executing this Agreement and employees the other Loan Documents.
(37) Assumed Name Certificates dated within 60 days of MMA delivering each Warehousing Advance Request the date of this Agreement for any assumed name used by EHMLLC in the conduct of its business.
(38) A certificate of Lennar stating that there has been no change in either Lennar’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement,
(39) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Lennar is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(40) A resolution of the board of directors of Lennar, certified as of the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of Lennar Undertaking, and all other agreements, instruments or documents to be delivered by Lennar under this Agreement.
(41) A certificate as to the incumbency and authenticity of the signatures of the officers of Lennar executing Lennar Undertaking and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(5) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA in the conduct of its business.
(6) MTEI’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MTEI’s operating agreement, together with all amendments, certified by the manager of MTEI, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MTEI is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(7) A resolution, consent or approval of all of the members of MTEI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MTEI under this Agreement.
(8) A certificate as to the incumbency and authenticity of the signatures of the managers of MTEI executing this Agreement and the other Loan Documents, and of the managers and employees of MTEI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be Dated: 5/23/2003 Amended: 6/11/2004 delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(9) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MTEI in the conduct of its business.
(10) Midland Mortgage’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida, Midland Mortgage’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of Midland Mortgage, or a certificate of Midland Mortgage stating that that has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Midland Mortgage is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(11) A resolution of the board of directors of Midland Mortgage authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Midland Mortgage under this Agreement.
(12) A certificate as to the incumbency and authenticity of the signatures of the officers of Midland Mortgage executing this Agreement and the other Loan Documents, and of the officers and employees of Midland Mortgage delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(13) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by Midland Mortgage in the conduct of its business.
(14) MMA Construction’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MMA Construction’s operating agreement, together with all amendments, certified by the manager of MMA Construction, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Construction is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(15) A resolution, consent or approval of all of the members of MMA Construction authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Construction under this Agreement.
(16) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Construction executing this Agreement and the other Loan Documents, and of the managers and employees of MMA Construction delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). Dated: 5/23/2003 Amended: 6/11/2004
(17) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Construction in the conduct of its business.
(18) MMA Capital’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Michigan, MMA Capital’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of MMA Capital, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Capital is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(19) A resolution of the board of directors of MMA Capital authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Capital under this Agreement.
(20) A certificate as to the incumbency and authenticity of the signatures of the officers of MMA Capital executing this Agreement and the other Loan Documents, and of the officers and employees of MMA Capital delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(21) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Capital in the conduct of its business.
(2242) A favorable written opinion of counsel to BorrowerBorrowers and Lennar (or of separate counsel at the option of Borrowers and Lennar), addressed to Lender Lenders and dated as of the date of this Agreement, covering such matters as Lender Lenders may reasonably request.
(2343) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender Credit Agent or as permitted under this Agreement.
(2444) Copies of the certificates, documents or other written instruments that evidence Borrower’s Borrowers’ eligibility described in Section 9.1, all in form and substance satisfactory to LenderCredit Agent.
(2545) Copies of Borrower’s each Borrowers’ errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by each Borrower as of the date of this Agreement with the provisions of Section 7.9.
(2646) A fully-executed Funding Bank Agreement An agreement among each Borrower that is selling Loans to Xxxxxx Mae, Credit Agent and evidence that Xxxxxx Xxx in which Xxxxxx Mae agrees to send all accounts into which Warehousing Advances will be funded have been established at cash proceeds of Mortgage Loans sold by such Borrower to Xxxxxx Xxx to the Funding BankCash Collateral Account, each in form and substance satisfactory to Credit Agreement.
(2747) Receipt by Lender Credit Agent and Lenders of any fees due on the date of this Agreement.
(48) An executed Electronic Tracking Agreement among Borrowers, Credit Agent and Mortgage Electronic Registration Systems, Inc. (“MERS”), and MERCORP, Inc., pursuant to which Credit Agent will have the authority to, among other things, withdraw Mortgages from the MERS system, if either the Mortgage Loan has been registered on the MERS system naming Borrowers as servicer or subservicer, or the Mortgage Loan has not yet been registered on the MERS system.
(b) If, as of the date of this Agreement, any Borrower has any indebtedness for borrowed money to any of its managers, members or Affiliates or any director, officer or shareholder of any manager, member or Affiliate of any manager or member, which indebtedness, when added to all other such indebtedness of each Borrower, results in an aggregate amount of such indebtedness in excess of $35,000,000, the Person to whom that Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Credit Agent; and Credit Agent must have received an executed copy of that Subordination of Debt Agreement, certified by the secretary of the respective Borrower to be true and complete and in full force and effect as of the date of the Advance.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Lennar Corp /New/)
Initial Advance. Lender’s obligation to make the initial Warehousing Advance Advance, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent:
(a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion:
(1) The Warehousing Note Notes and this Agreement duly executed by Borrower.
(2) MMABorrower’s articles or certificate of organizationincorporation, together with all amendments, as certified by the Secretary of State of DelawareCalifornia, MMABorrower’s operating agreementbylaws, together with all amendments, certified by the manager corporate secretary or assistant secretary of MMABorrower, or a certificate of Borrower stating that there has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 30 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(3) A resolution, consent or approval of all resolution of the members board of MMA directors of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Borrower under this Agreement.
(4) A certificate as to the incumbency and authenticity of the signatures of the managers officers of MMA Borrower executing this Agreement and the other Loan Documents, and of the managers and employees of MMA delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(5) Assumed Name Certificates dated within 90 30 days of the date of this Agreement for any assumed name used by MMA Borrower in the conduct of its business.
(6) MTEI’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MTEI’s operating agreement, together with all amendments, certified by the manager of MTEI, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MTEI is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(7) A resolution, consent or approval of all of the members of MTEI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MTEI under this Agreement.
(8) A certificate as to the incumbency and authenticity of the signatures of the managers of MTEI executing this Agreement and the other Loan Documents, and of the managers and employees of MTEI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be Dated: 5/23/2003 Amended: 6/11/2004 delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(9) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MTEI in the conduct of its business.
(10) Midland Mortgage’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida, Midland Mortgage’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of Midland Mortgage, or a certificate of Midland Mortgage stating that that has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Midland Mortgage is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(11) A resolution of the board of directors of Midland Mortgage authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Midland Mortgage under this Agreement.
(12) A certificate as to the incumbency and authenticity of the signatures of the officers of Midland Mortgage executing this Agreement and the other Loan Documents, and of the officers and employees of Midland Mortgage delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(13) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by Midland Mortgage in the conduct of its business.
(14) MMA Construction’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MMA Construction’s operating agreement, together with all amendments, certified by the manager of MMA Construction, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Construction is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(15) A resolution, consent or approval of all of the members of MMA Construction authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Construction under this Agreement.
(16) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Construction executing this Agreement and the other Loan Documents, and of the managers and employees of MMA Construction delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). Dated: 5/23/2003 Amended: 6/11/2004
(17) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Construction in the conduct of its business.
(18) MMA Capital’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Michigan, MMA Capital’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of MMA Capital, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Capital is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(19) A resolution of the board of directors of MMA Capital authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Capital under this Agreement.
(20) A certificate as to the incumbency and authenticity of the signatures of the officers of MMA Capital executing this Agreement and the other Loan Documents, and of the officers and employees of MMA Capital delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(21) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Capital in the conduct of its business.
(22) A favorable written opinion of counsel to Borrower, addressed to Lender and dated as of the date of this Agreement, covering such matters as Lender may reasonably request.
(23) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement.
(24) Copies of the certificates, documents or other written instruments that evidence Borrower’s eligibility described in Section 9.1, all in form and substance satisfactory to Lender.
(257) Copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the provisions of Section 7.9.
(26) A fully-executed Funding Bank Agreement 8) One or more agreements among Borrower, Lender and evidence that Fxxxxx Mxx in which Fxxxxx Mae agrees to send all accounts into which Warehousing Advances will be funded have been established at cash proceeds of Mortgage Loans sold by Borrower to Fxxxxx Mxx to the Funding BankCash Collateral Account, each in form and substance satisfactory to Lender.
(279) Receipt by Lender of any fees due on the date of this Agreement.
(b) Borrower must not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, since the Audited Statement Date.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (WMC Finance Co)
Initial Advance. Lender’s The obligation of the Lenders to make the initial Warehousing Advance under this Agreement is subject to the satisfaction, in the sole discretion of Lenderthe Lenders, on or before the date thereof of the following conditions precedent:
(a) Lender must receive The Credit Agent shall have received the following, all of which must be satisfactory in form and content to Lenderthe Lenders, in its their sole discretion:
(1) The Warehousing Note and A copy of this Agreement duly executed by Borrowerall parties hereto.
(2) MMA’s The notes duly executed by the Company.
(3) A copy of the Collateral Agency Agreement duly executed by all parties thereto.
(4) The Company's articles of organization, together with all amendments, incorporation as certified by the Secretary of State of Delawarethe Company's incorporation, MMA’s operating agreement, together with all amendments, bylaws certified by the manager corporate secretary of MMAthe 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 certificates of good standing dated within 30 no less recently than 90 days prior to the date of this Agreement.
(5) A resolution of the board of directors of the Company, certified as of the date of this AgreementAgreement by its corporate secretary, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(3) A resolution, consent or approval of all of the members of MMA authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA under the Company pursuant to this Agreement.
(46) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA executing this Agreement and the other Loan Documents, and of the managers and employees of MMA delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(5) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA in the conduct of its business.
(6) MTEI’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MTEI’s operating agreement, together with all amendments, certified by the manager of MTEI, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MTEI is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(7) A resolution, consent or approval of all of the members of MTEI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MTEI under this Agreement.
(8) A certificate as to the incumbency and authenticity of the signatures of the managers of MTEI executing this Agreement and the other Loan Documents, and of the managers and employees of MTEI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be Dated: 5/23/2003 Amended: 6/11/2004 delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(9) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MTEI in the conduct of its business.
(10) Midland Mortgage’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida, Midland Mortgage’s by-laws, together with all amendments, certified by the Company's corporate secretary or assistant secretary of Midland Mortgage, or a certificate of Midland Mortgage stating that that has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Midland Mortgage is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(11) A resolution of the board of directors of Midland Mortgage authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Midland Mortgage under this Agreement.
(12) A certificate as to the incumbency and authenticity of the signatures of the officers of Midland Mortgage the Company executing this Agreement and the other Loan Documents, Documents and of the officers and employees of Midland Mortgage delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement pursuant hereto (Lender the Credit Agent being entitled to rely on that certificate thereon until a new incumbency such certificate has been furnished to Lenderthe Credit Agent).
(13) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by Midland Mortgage in the conduct of its business.
(14) MMA Construction’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MMA Construction’s operating agreement, together with all amendments, certified by the manager of MMA Construction, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Construction is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(15) A resolution, consent or approval of all of the members of MMA Construction authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Construction under this Agreement.
(16) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Construction executing this Agreement and the other Loan Documents, and of the managers and employees of MMA Construction delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). Dated: 5/23/2003 Amended: 6/11/2004
(17) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Construction in the conduct of its business.
(18) MMA Capital’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Michigan, MMA Capital’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of MMA Capital, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Capital is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(19) A resolution of the board of directors of MMA Capital authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Capital under this Agreement.
(20) A certificate as to the incumbency and authenticity of the signatures of the officers of MMA Capital executing this Agreement and the other Loan Documents, and of the officers and employees of MMA Capital delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(21) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Capital in the conduct of its business.
(227) A favorable written opinion of counsel to Borrowerthe Company (or of separate counsel at the option of the Company), addressed to Lender and dated as of the date of this AgreementAgreement substantially in the form of EXHIBIT H attached hereto, covering such matters as Lender may reasonably requestaddressed to the Credit Agent for the benefit of the Lenders.
(23) 8) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do the Company, which searches shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of Lender the Credit Agent or as permitted under this Agreementhereunder.
(249) Copies of the certificates, documents or other written instruments that which evidence Borrower’s the Company's eligibility described in Section 9.15.13 hereof, all in form and substance satisfactory to Lenderthe Credit Agent.
(2510) Copies of Borrower’s the Company's errors and omissions insurance policy or mortgage impairment insurance policy, policy and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the Credit Agent, showing compliance by Borrower the Company as of the date of this Agreement with the related provisions of Section 7.96.8 hereof.
(2611) A fully-executed Funding Bank Agreement Executed financing statements in recordable form covering the Collateral and evidence 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 Fees 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 Warehousing Advances will be funded have been established at the Funding BankBank and receipt of a fully executed Funding Bank Agreement.
(2714) Receipt An agreement among the Company, the Credit Agent and Fannie Mae, pursuant to which Fannie Mae agrees to send all cash proceeds of Morxxxxx Lxxxs sold by Lender the Company to Fannie Mae to the Cash Collateral Account.
(00) 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) All directors, officers and shareholders of the Company, all Affiliates of the Company or of any fees due on 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 subordinated such indebtedness to the Obligations, by executing a Subordination of Debt Agreement, in the form of EXHIBIT F hereto; and the Credit Agent 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 complete and in full force and effect as of the date of the Advance.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Mortgage Com Inc)
Initial Advance. Lender’s The obligation of the Lender to make the initial Warehousing Advance under 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) The Lender must receive shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion:
(1) The Warehousing Note and this Agreement duly executed by Borrowerthe Borrowers.
(2) MMA’s BNC's articles of organization, together with all amendments, incorporation as certified by the Secretary of State of DelawareBNC's incorporation, MMA’s operating agreement, together with all amendments, bylaws certified by the manager corporate secretary of MMABNC, and certificates of good standing dated within 30 no less recently than ninety (90) days of prior to the date of this Agreement, together with Agreement and a certification from the Franchise Tax Board or other state tax authority of the State of California stating that MMA BNC is in good standing with the Franchise Tax Board or such state tax authority, if applicableBoard.
(3) A resolution, consent or approval of all resolution of the members board of MMA directors of BNC, 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, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA under BNC pursuant to this Agreement.
(4) A certificate of BNC's corporate secretary as to the incumbency and authenticity of the signatures of the managers officers of MMA BNC executing this Agreement and the other Loan Documents, Documents and of the managers and employees of MMA delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement pursuant hereto (the Lender being entitled to rely on that certificate thereon until a new incumbency such certificate has been furnished to the Lender).
(5) Assumed Name Certificates dated within 90 days Financial statements of BNC and its Subsidiaries, on a consolidated and consolidating basis containing a balance sheet as of June 30, 1998, and related statements of income, changes in stockholders' equity and cash flows for the date period ended on such date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of this Agreement for any assumed name used by MMA in recognized standing acceptable to the conduct of its businessLender.
(6) MTEI’s 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 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 organization, together with all amendments, incorporation as certified by the Secretary of State of Marylandthe Mortgage Logic's incorporation, MTEI’s operating agreement, together with all amendments, bylaws certified by the manager corporate secretary of MTEIMortgage Logic, and certificates of good standing dated within 30 no less recently than ninety (90) days of prior to the date of this Agreement, together with Agreement and a certification from the Franchise Tax Board or other state tax authority of the State of California stating that MTEI Mortgage Logic is in good standing with the Franchise Tax Board or such state tax authority, if applicableBoard.
(7) 8) A resolution, consent or approval of all resolution of the members board of MTEI 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, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MTEI under Mortgage Logic pursuant to this Agreement.
(8) A certificate as to the incumbency and authenticity of the signatures of the managers of MTEI executing this Agreement and the other Loan Documents, and of the managers and employees of MTEI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be Dated: 5/23/2003 Amended: 6/11/2004 delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(9) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MTEI in the conduct of its business.
(10) Midland Mortgage’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida, Midland Mortgage’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of Midland Mortgage, or a certificate of Midland Mortgage stating that that has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Midland Mortgage is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(11) A resolution of the board of directors of Midland Mortgage authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Midland Mortgage under this Agreement.
(12) A certificate of Mortgage Logic's corporate secretary as to the incumbency and authenticity of the signatures of the officers of Midland Mortgage Logic executing this Agreement and the other Loan Documents, Documents and of the officers and employees of Midland Mortgage delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement pursuant hereto (the Lender being entitled to rely on that certificate thereon until a new incumbency such certificate has been furnished to the Lender).
(13) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by Midland Mortgage in the conduct of its business.
(14) MMA Construction’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MMA Construction’s operating agreement, together with all amendments, certified by the manager of MMA Construction, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Construction is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(15) A resolution, consent or approval of all of the members of MMA Construction authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Construction under this Agreement.
(16) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Construction executing this Agreement and the other Loan Documents, and of the managers and employees of MMA Construction delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). Dated: 5/23/2003 Amended: 6/11/2004
(17) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Construction in the conduct of its business.
(18) MMA Capital’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Michigan, MMA Capital’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of MMA Capital, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Capital is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(19) A resolution of the board of directors of MMA Capital authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Capital under this Agreement.
(20) A certificate as to the incumbency and authenticity of the signatures of the officers of MMA Capital executing this Agreement and the other Loan Documents, and of the officers and employees of MMA Capital delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(21) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Capital in the conduct of its business.
(2210) A favorable written opinion of counsel to BorrowerBNC and Mortgage Logic (or of separate counsel at the option of BNC and Mortgage Logic), addressed to Lender and dated as of the date of this AgreementAgreement substantially in the form of Exhibit H attached hereto, covering such matters as Lender may reasonably requestaddressed to the Lender.
(2311) A Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do BNC and Mortgage Logic, which search shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted under this Agreementhereunder.
(2412) Copies of the certificates, documents or other written instruments that which evidence Borrower’s the Borrowers' eligibility described in Section 9.15.13 hereof, all in form and substance satisfactory to the Lender.
(2513) Copies of Borrower’s the Borrowers' errors and omissions insurance policy or mortgage impairment insurance policy, policy and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the Lender, showing compliance by Borrower the Borrowers as of the date of this Agreement with the related provisions of Section 7.96.8 hereof.
(2614) A fully-executed Funding Bank Agreement Executed financing statements in recordable form covering the Collateral and evidence 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 Fees and document production fees.
(16) Evidence that all accounts necessary into which Warehousing Advances will be funded have been established at the Funding BankBank and receipt of a fully executed Funding Bank Agreement.
(2717) Receipt An agreement among the Borrowers, the Lender and Fannxx Xxx, pursuant to which Fannxx Xxx agrees to send all cash proceeds of Mortgage Loans sold by Lender the Borrowers to Fannxx Xxx xx the Cash Collateral Account.
(b) All directors, officers and shareholders of the Borrowers, all Affiliates of the Borrowers or of any fees due on 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 complete and in full force and effect as of the date of the Advance.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (BNC Mortgage Inc)
Initial Advance. The effectiveness of this Agreement, including Lender’s 's obligation to make the initial Warehousing Advance Advance, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent:
(a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion:
(1) The Warehousing Note and this Agreement duly executed by Borrower.
(2) MMA’s ABMSI's articles or certificate of organizationincorporation, together with all amendments, as certified by the Secretary of State of DelawareNew Jersey, MMA’s operating agreementABMSI's bylaws, together with all amendments, certified by the manager corporate secretary or assistant secretary of MMAABMSI, or a certificate of ABMSI stating that there has been no change in either ABMSI's articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA ABMSI is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(3) A resolution, consent or approval of all resolution of the members board of MMA directors of ABMSI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA ABMSI under this Agreement.
(4) A certificate as to the incumbency and authenticity of the signatures of the managers officers of MMA ABMSI executing this Agreement and the other Loan Documents, and of the managers officers and employees of MMA ABMSI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(5) Assumed Name Certificates dated within 90 30 days of the date of this Agreement for any assumed name used by MMA ABMSI in the conduct of its business.
(6) MTEI’s HACI's articles or certificate of organizationincorporation, together with all amendments, as certified by the Secretary of State of MarylandPennsylvania, MTEI’s operating agreementHACI's bylaws, together with all amendments, certified by the manager corporate secretary or assistant secretary of MTEIHACI, or a certificate of HACI stating that there has been no change in either HACI's articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MTEI ABMSI is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(7) A resolution, consent or approval of all resolution of the members board of MTEI directors of HACI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MTEI HACI under this Agreement.
(8) A certificate as to the incumbency and authenticity of the signatures of the managers officers of MTEI HACI executing this Agreement and the other Loan Documents, and of the managers officers and employees of MTEI HACI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be Dated: 5/23/2003 Amended: 6/11/2004 delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(9) Assumed Name Certificates dated within 90 30 days of the date of this Agreement for any assumed name used by MTEI HACI in the conduct of its business.
(10) Midland Mortgage’s ABCI's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of FloridaPennsylvania, Midland Mortgage’s by-lawsABCI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of Midland MortgageABCI, or a certificate of Midland Mortgage ABCI stating that that there has been no change in either Borrower’s ABCI's articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement Agreement, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Midland Mortgage ABMSI is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(11) A resolution of the board of directors of Midland Mortgage ABCI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Midland Mortgage ABCI under this Agreement.
(12) A certificate as to the incumbency and authenticity of the signatures of the officers of Midland Mortgage ABCI executing this Agreement and the other Loan Documents, and of the officers and employees of Midland Mortgage ABCI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(13) Assumed Name Certificates dated within 90 30 days of the date of this Agreement for any assumed name used by Midland Mortgage ABCI in the conduct of its business.
(14) MMA Construction’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MMA Construction’s operating agreement, together with all amendments, certified by the manager of MMA Construction, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Construction is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(15) A resolution, consent or approval of all of the members of MMA Construction authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Construction under this Agreement.
(16) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Construction executing this Agreement and the other Loan Documents, and of the managers and employees of MMA Construction delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). Dated: 5/23/2003 Amended: 6/11/2004
(17) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Construction in the conduct of its business.
(18) MMA Capital’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Michigan, MMA Capital’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of MMA Capital, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Capital is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(19) A resolution of the board of directors of MMA Capital authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Capital under this Agreement.
(20) A certificate as to the incumbency and authenticity of the signatures of the officers of MMA Capital executing this Agreement and the other Loan Documents, and of the officers and employees of MMA Capital delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(21) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Capital in the conduct of its business.
(22) A favorable written opinion of counsel to BorrowerBorrower and the Guarantor (or of separate counsel at the option of Borrower and the Guarantor), addressed to Lender and dated as of the date of this Agreement, covering such matters as Lender may reasonably request, including the subordination of Borrower's and Guarantor's debt securities offerings.
(2315) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement.
(2416) Copies of the certificates, documents or other written instruments that evidence each Borrower’s eligibility described in Section 9.1, all in form and substance satisfactory to Lender.
(25) Copies of Borrower’s 's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by each Borrower as of the date of this Agreement with the provisions of Section 7.9.
(26) A fully-executed Funding Bank Agreement and evidence that all accounts into which Warehousing Advances will be funded have been established at the Funding Bank.
(2717) Receipt by Lender of any fees due on the date of this Agreement.
(18) One or more agreements among Borrower, Lender and Xxxxxx Mae in which Xxxxxx Xxx agrees to send all cash proceeds of Mortgage Loans sold by Borrower to Xxxxxx Mae to the Cash Collateral Account, each in form and substance satisfactory to Lender.
(b) If Borrower is indebted to any of its directors, officers, shareholders or Affiliates, or to the Guarantor, as of the date of this Agreement, which indebtedness has a term of more than 1 year or is in excess of $25,000, the Person to whom Borrower is indebted must, if such indebtedness is not already subordinated to the Obligations by its terms have executed a Subordination of Debt Agreement, on the form prescribed by Lender; and Lender must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary or assistant secretary of Borrower to be true and complete and in full force and effect as of the date of the Warehousing Advance.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (American Business Financial Services Inc /De/)
Initial Advance. Lender’s obligation to make the initial Warehousing Advance Advance, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent:
(a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion:
(1) The Warehousing Note, the Sublimit Note and this Agreement duly executed by Borrower.
(2) MMABorrower’s articles or certificate of organizationincorporation, together with all amendments, as certified by the Secretary of State of Delaware, MMABorrower’s operating agreementbylaws, together with all amendments, certified by the manager corporate secretary or assistant secretary of MMABorrower, or a certificate of Borrower stating that there has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 30 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(3) A resolution, consent or approval of all resolution of the members board of MMA directors of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Borrower under this Agreement.
(4) A certificate as to the incumbency and authenticity of the signatures of the managers officers of MMA Borrower executing this Agreement and the other Loan Documents, and of the managers and employees of MMA delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(5) Assumed Name Certificates dated within 90 30 days of the date of this Agreement for any assumed name used by MMA Borrower in the conduct of its business.
(6) MTEI’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MTEI’s operating agreement, together with all amendments, certified by the manager of MTEI, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MTEI is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(7) A resolution, consent or approval of all of the members of MTEI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MTEI under this Agreement.
(8) A certificate as to the incumbency and authenticity of the signatures of the managers of MTEI executing this Agreement and the other Loan Documents, and of the managers and employees of MTEI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be Dated: 5/23/2003 Amended: 6/11/2004 delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(9) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MTEI in the conduct of its business.
(10) Midland Mortgage’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida, Midland Mortgage’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of Midland Mortgage, or a certificate of Midland Mortgage stating that that has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Midland Mortgage is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(11) A resolution of the board of directors of Midland Mortgage authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Midland Mortgage under this Agreement.
(12) A certificate as to the incumbency and authenticity of the signatures of the officers of Midland Mortgage executing this Agreement and the other Loan Documents, and of the officers and employees of Midland Mortgage delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(13) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by Midland Mortgage in the conduct of its business.
(14) MMA Construction’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MMA Construction’s operating agreement, together with all amendments, certified by the manager of MMA Construction, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Construction is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(15) A resolution, consent or approval of all of the members of MMA Construction authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Construction under this Agreement.
(16) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Construction executing this Agreement and the other Loan Documents, and of the managers and employees of MMA Construction delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). Dated: 5/23/2003 Amended: 6/11/2004
(17) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Construction in the conduct of its business.
(18) MMA Capital’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Michigan, MMA Capital’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of MMA Capital, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Capital is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(19) A resolution of the board of directors of MMA Capital authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Capital under this Agreement.
(20) A certificate as to the incumbency and authenticity of the signatures of the officers of MMA Capital executing this Agreement and the other Loan Documents, and of the officers and employees of MMA Capital delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(21) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Capital in the conduct of its business.
(22) A favorable written opinion of counsel to Borrower, addressed to Lender and dated as of the date of this Agreement, covering such matters as Lender may reasonably request.
(237) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement.
(24) Copies of the certificates, documents or other written instruments that evidence Borrower’s eligibility described in Section 9.1, all in form and substance satisfactory to Lender.
(25) 8) Copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the provisions of Section 7.9.
(26) A fully-executed Funding Bank Agreement and evidence that all accounts into which Warehousing Advances will be funded have been established at the Funding Bank.
(279) Receipt by Lender of any fees due on the date of this Agreement.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Commercial Capital Bancorp Inc)
Initial Advance. The effectiveness of this Agreement, including Lender’s 's obligation to make the initial Warehousing Advance Advance, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent:
(a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion:
(1) The Warehousing Note and this Agreement duly executed by each Borrower.
(2) MMA’s articles The Sublimit Note and this Agreement duly executed by each Borrower.
(3) Cresleigh LLC's Certificate of organizationFormation, together with all amendments, as certified by the Secretary of State of Delaware, MMA’s operating agreementCresleigh LLC's Limited Liability Company Operating Agreement, together with all amendments, certified by the manager of MMACresleigh LLC, or a certificate of Cresleigh LLC stating that there has been no change in either Cresleigh LLC's Certificate of Formation or Limited Liability Company Operating Agreement since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Cresleigh LLC is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(34) A resolution, consent or approval of all of the members of MMA Cresleigh LLC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Cresleigh LLC under this Agreement.
(45) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Cresleigh LLC executing this Agreement and the other Loan Documents, and of the managers and employees of MMA Cresleigh LLC delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(5) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA in the conduct of its business.
(6) MTEI’s articles Cresleigh Bancorp's Certificate of organizationFormation, together with all amendments, as certified by the Secretary of State of MarylandTennessee, MTEI’s operating agreementCresleigh Bancorp's Limited Liability Company Operating Agreement, together with all amendments, certified by the manager of MTEICresleigh Bancorp, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MTEI Cresleigh Bancorp is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(7) A resolution, consent or approval of all of the members of MTEI Cresleigh Bancorp authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MTEI Cresleigh Bancorp under this Agreement.
(8) A certificate as to the incumbency and authenticity of the signatures of the managers of MTEI Cresleigh Bancorp executing this Agreement and the other Loan Documents, and of the managers and employees of MTEI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be Dated: 5/23/2003 Amended: 6/11/2004 delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(9) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MTEI in the conduct of its business.
(10) Midland Mortgage’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida, Midland Mortgage’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of Midland Mortgage, or a certificate of Midland Mortgage stating that that has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Midland Mortgage is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(11) A resolution of the board of directors of Midland Mortgage authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Midland Mortgage under this Agreement.
(12) A certificate as to the incumbency and authenticity of the signatures of the officers of Midland Mortgage executing this Agreement and the other Loan Documents, and of the officers and employees of Midland Mortgage Cresleigh Bancorp delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(139) Assumed Name Certificates dated within 90 days Cresleigh Inc.'s Articles of the date of this Agreement for any assumed name used by Midland Mortgage in the conduct of its business.
(14) MMA Construction’s articles of organizationIncorporation, together with all amendments, as certified by the Secretary of State of MarylandDelaware, MMA Construction’s operating agreementCresleigh Inc.'s Bylaws, together with all amendments, certified by the manager secretary of MMA ConstructionCresleigh Inc., and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Construction Cresleigh Inc. is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(1510) A resolution, consent or approval of all resolution of the members board of MMA Construction directors of Cresleigh Inc. authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Construction Cresleigh Inc. under this Agreement.
(16) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Construction executing this Agreement and the other Loan Documents, and of the managers and employees of MMA Construction delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). Dated: 5/23/2003 Amended: 6/11/2004
(17) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Construction in the conduct of its business.
(18) MMA Capital’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Michigan, MMA Capital’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of MMA Capital, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Capital is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(19) A resolution of the board of directors of MMA Capital authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Capital under this Agreement.
(2011) A certificate as to the incumbency and authenticity of the signatures of the officers of MMA Capital Cresleigh Inc. executing this Agreement and the other Loan Documents, and of the officers and employees of MMA Capital Cresleigh Inc. delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(2112) Assumed Name Certificates dated within 90 30 days of the date of this Agreement for any assumed name used by MMA Capital any Borrower in the conduct of its business.
(2213) A favorable written opinion of counsel to each Borrower, addressed to Lender and dated as of the date of this Agreement, covering such matters as Lender may reasonably request.
(2314) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement.
(2415) Copies of the certificates, documents or other written instruments that evidence each Borrower’s eligibility described in Section 9.1, all in form and substance satisfactory to Lender.
(25) Copies of Borrower’s 's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by each Borrower as of the date of this Agreement with the provisions of Section 7.9.
(26) A fully-executed Funding Bank Agreement and evidence that all accounts into which Warehousing Advances will be funded have been established at the Funding Bank.
(2716) Receipt by Lender of any fees due on the date of this Agreement.
(b) If any Borrower is indebted to any of its managers, members or Affiliates or any director, officer or shareholder of any manager, member or Affiliate of any manager or member, as of the date of this Agreement, which indebtedness has a term of more than 1 year or is in excess of $25,000, the Person to whom Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Lender; and Lender must have received an executed copy of that Subordination of Debt Agreement, certified by the manager of Borrower to be true and complete and in full force and effect as of the date of the Warehousing Advance.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Oak Street Financial Services Inc)
Initial Advance. Lender’s The obligation of Credit Agent to make the initial Warehousing Advance under this Agreement is subject to the satisfaction, in the sole discretion of LenderCredit Agent, of the following conditions precedent:
(a) Lender Credit Agent must receive the following, all of which must be satisfactory in form and content to LenderCredit Agent, in its sole discretion:
(1) The Warehousing Note and Notes, this Agreement and the Collateral Agency Agreement, duly executed by Borrower.
(2) MMA’s Borrower's articles of organizationincorporation, together with all amendments, as certified by the Secretary of State of DelawareMaryland, MMA’s operating agreementand Borrower's bylaws, together with all amendments, certified by the manager corporate secretary or assistant secretary of MMA, Borrower and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(3) A resolution, consent or approval of all resolution of the members board of MMA directors of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Borrower under this Agreement.
(4) A certificate as to the incumbency and authenticity of the signatures of the managers officers of MMA Borrower executing this Agreement and the other Loan Documents, and of the managers officers and employees of MMA Borrower delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender Credit Agent and Collateral Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to LenderCredit Agent and Collateral Agent).
(5) Assumed Name Certificates dated within 90 30 days of the date of this Agreement for any assumed name used by MMA Borrower in the conduct of its business.
(6) MTEI’s articles Fiscal year-end financial statements of organization, together with all amendments, as certified by the Secretary of State of Maryland, MTEI’s operating agreement, together with all amendments, certified by the manager of MTEI, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MTEI is in good standing with the Franchise Tax Board or such state tax authorityBorrower (and, if applicable, Borrower's Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 2000, and related statements of income, cash flows and changes in stockholders' equity for the period ended on such date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of recognized standing acceptable to Credit Agent.
(7) A resolutionInterim financial statements of Borrower (and, consent or approval if applicable, Borrower's Subsidiaries, on a consolidated basis) containing a balance sheet as of all February 28, 2001, related statements of income, cash flows and changes in stockholders' equity for the members of MTEI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MTEI under this Agreementperiod ended on such date prepared in accordance with GAAP applied on a basis consistent with Borrower's most recent audited financial statements.
(8) A certificate as to the incumbency and authenticity of the signatures of the managers of MTEI executing this Agreement and the other Loan Documents, and of the managers and employees of MTEI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be Dated: 5/23/2003 Amended: 6/11/2004 delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(9) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MTEI in the conduct of its business.
(10) Midland Mortgage’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida, Midland Mortgage’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of Midland Mortgage, or a certificate of Midland Mortgage stating that that has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Midland Mortgage is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(11) A resolution of the board of directors of Midland Mortgage authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Midland Mortgage under this Agreement.
(12) A certificate as to the incumbency and authenticity of the signatures of the officers of Midland Mortgage executing this Agreement and the other Loan Documents, and of the officers and employees of Midland Mortgage delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(13) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by Midland Mortgage in the conduct of its business.
(14) MMA Construction’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MMA Construction’s operating agreement, together with all amendments, certified by the manager of MMA Construction, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Construction is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(15) A resolution, consent or approval of all of the members of MMA Construction authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Construction under this Agreement.
(16) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Construction executing this Agreement and the other Loan Documents, and of the managers and employees of MMA Construction delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). Dated: 5/23/2003 Amended: 6/11/2004
(17) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Construction in the conduct of its business.
(18) MMA Capital’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Michigan, MMA Capital’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of MMA Capital, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Capital is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(19) A resolution of the board of directors of MMA Capital authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Capital under this Agreement.
(20) A certificate as to the incumbency and authenticity of the signatures of the officers of MMA Capital executing this Agreement and the other Loan Documents, and of the officers and employees of MMA Capital delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(21) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Capital in the conduct of its business.
(22) A favorable written opinion of counsel to Borrower, addressed to Lender Lenders and dated as of the date of this Agreement, covering such matters as Lender Credit Agent may reasonably request.
(239) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender Credit Agent or as permitted under this Agreement.
(2410) Copies of the certificates, documents or other written instruments that evidence Borrower’s 's eligibility described in Section 9.12.3, all in form and substance satisfactory to LenderCredit Agent.
(2511) Copies of Borrower’s 's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the related provisions of Section 7.98.9.
(2612) A fully-executed Funding Bank Agreement Executed financing statements in recordable form covering the Collateral and evidence that ready for filing in all accounts into which Warehousing Advances will be funded have been established at the Funding Bankjurisdictions required by Credit Agent.
(2713) Receipt by Lender Credit Agent of any fees due on the date of this Agreement.
(14) A copy of acknowledgment agreements from each of Fannie Mae and Freddie Mac in form and substancx xxxxsxxxtory to Credit Agent acknowledging the validity of Credit Agent's security interest in the portions of the Collateral that constitute Fannie Mae and Freddie Mac Servicing Contracts.
Appears in 1 contract
Samples: Warehousing Credit, Term Loan and Security Agreement (American Home Mortgage Holdings Inc)
Initial Advance. Lender’s obligation to make the initial Warehousing Advance Advance, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent:
5.1 (a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion:
(1) The Warehousing Note and this Agreement duly executed by Borrower.
(2) MMABorrower’s articles of organizationorganization or formation, together with all amendments, as certified by the Secretary of State of DelawareMaryland, MMABorrower’s operating agreement, together with all amendments, certified by the manager of MMABorrower, and certificates of good standing dated within 30 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(3) A resolution, consent or approval of all of the members of MMA Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Borrower under this Agreement.
(4) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Borrower executing this Agreement and the other Loan Documents, and of the managers and employees of MMA delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(5) Assumed Name Certificates dated within 90 30 days of the date of this Agreement for any assumed name used by MMA Borrower in the conduct of its business.
(6) MTEI’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MTEI’s operating agreement, together with all amendments, certified by the manager of MTEI, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MTEI is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(7) A resolution, consent or approval of all of the members of MTEI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MTEI under this Agreement.
(8) A certificate as to the incumbency and authenticity of the signatures of the managers of MTEI executing this Agreement and the other Loan Documents, and of the managers and employees of MTEI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be Dated: 5/23/2003 Amended: 6/11/2004 delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(9) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MTEI in the conduct of its business.
(10) Midland Mortgage’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida, Midland Mortgage’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of Midland Mortgage, or a certificate of Midland Mortgage stating that that has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Midland Mortgage is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(11) A resolution of the board of directors of Midland Mortgage authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Midland Mortgage under this Agreement.
(12) A certificate as to the incumbency and authenticity of the signatures of the officers of Midland Mortgage executing this Agreement and the other Loan Documents, and of the officers and employees of Midland Mortgage delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(13) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by Midland Mortgage in the conduct of its business.
(14) MMA Construction’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MMA Construction’s operating agreement, together with all amendments, certified by the manager of MMA Construction, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Construction is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(15) A resolution, consent or approval of all of the members of MMA Construction authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Construction under this Agreement.
(16) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Construction executing this Agreement and the other Loan Documents, and of the managers and employees of MMA Construction delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). Dated: 5/23/2003 Amended: 6/11/2004
(17) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Construction in the conduct of its business.
(18) MMA Capital’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Michigan, MMA Capital’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of MMA Capital, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Capital is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(19) A resolution of the board of directors of MMA Capital authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Capital under this Agreement.
(20) A certificate as to the incumbency and authenticity of the signatures of the officers of MMA Capital executing this Agreement and the other Loan Documents, and of the officers and employees of MMA Capital delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(21) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Capital in the conduct of its business.
(22) A favorable written opinion of counsel to Borrower, addressed to Lender and dated as of the date of this Agreement, covering such matters as Lender may reasonably request.
(23) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement.
(24) Copies of the certificates, documents or other written instruments that evidence Borrower’s eligibility described in Section 9.1, all in form and substance satisfactory to Lender.
(257) Copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the provisions of Section 7.9.
(26) A fully-8) The Guaranty duly executed Funding Bank Agreement and evidence that all accounts into which Warehousing Advances will be funded have been established at the Funding Bankby Guarantor.
(279) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty.
(11) Receipt by Lender of any fees due on the date of this Agreement.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Municipal Mortgage & Equity LLC)
Initial Advance. The effectiveness of this Agreement, including Lender’s 's obligation to make the initial Warehousing Advance Structured Facility Advance, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent:
(a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion:
(1) The Warehousing Structured Facility Note and this Agreement duly executed by Borrower.
(2) MMA’s articles Borrower's certificate of organizationLimited Partnership, together with all amendments, as certified by the Secretary of State of Delaware, MMA’s operating Borrower's partnership agreement, together with all amendments, certified by the manager General Partner of MMABorrower, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(3) A resolution, consent or approval of all of the members partners of MMA Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Structured Facility Advance Request and all other agreements, instruments or documents to be delivered by MMA Borrower under this Agreement.
(4) A certificate as to the incumbency and authenticity of the signatures of the managers General Partner of MMA Borrower executing this Agreement and the other Loan Documents, and of the managers and employees of MMA the General Partner delivering each Warehousing Structured Facility Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(5) Assumed Name Certificates dated within 90 days The General Partner's articles or certificate of the date of this Agreement for any assumed name used by MMA in the conduct of its business.
(6) MTEI’s articles of organizationincorporation, together with all amendments, as certified by the Secretary of State of MarylandDelaware, MTEI’s operating agreement, together with all amendments, bylaws certified by the manager corporate secretary of MTEI, the General Partner and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MTEI is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(76) A resolution, consent or approval of all resolution of the members General Partner's board of MTEI directors, certified as of the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Structured Facility Advance Request and all other agreements, instruments or documents to be delivered by MTEI under this Agreement.
(8) A 7) Guarantor's articles or certificate as to the incumbency and authenticity of the signatures of the managers of MTEI executing this Agreement and the other Loan Documents, and of the managers and employees of MTEI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be Dated: 5/23/2003 Amended: 6/11/2004 delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(9) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MTEI in the conduct of its business.
(10) Midland Mortgage’s articles of incorporation, together with all amendments, as certified by the Secretary of State of FloridaMaryland, Midland Mortgage’s by-laws, together with all amendments, bylaws certified by the corporate secretary or assistant secretary of Midland Mortgage, or a certificate of Midland Mortgage stating that that has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement Guarantor and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Midland Mortgage is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(11) 8) A resolution of the Guarantor's board of directors directors, certified as of Midland Mortgage the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Midland Mortgage under this Agreement.
(12) A certificate as to the incumbency and authenticity of the signatures of the officers of Midland Mortgage executing this Agreement and the other Loan Documents, and of the officers and employees of Midland Mortgage delivering each Warehousing Structured Dated: 7/1/2003 Amended: 7/24/2003 Facility Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender)Agreement.
(139) Financial statements of the Guarantor (and the Guarantor's Subsidiaries, on a consolidated basis) containing a proforma balance sheet as of the Closing Date, all prepared in accordance with GAAP.
(10) Opinion of counsel for Borrower and Guarantor, in form and substance satisfactory to Lender.
(11) Assumed Name Certificates dated within 90 30 days of the date of this Agreement for any assumed name used by Midland Mortgage Borrower in the conduct of its business.
(14) MMA Construction’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MMA Construction’s operating agreement, together with all amendments, certified by the manager of MMA Construction, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Construction is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(15) A resolution, consent or approval of all of the members of MMA Construction authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Construction under this Agreement.
(16) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Construction executing this Agreement and the other Loan Documents, and of the managers and employees of MMA Construction delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). Dated: 5/23/2003 Amended: 6/11/2004
(17) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Construction in the conduct of its business.
(18) MMA Capital’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Michigan, MMA Capital’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of MMA Capital, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Capital is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(19) A resolution of the board of directors of MMA Capital authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Capital under this Agreement.
(20) A certificate as to the incumbency and authenticity of the signatures of the officers of MMA Capital executing this Agreement and the other Loan Documents, and of the officers and employees of MMA Capital delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(21) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Capital in the conduct of its business.
(22) A favorable written opinion of counsel to Borrower, addressed to Lender and dated as of the date of this Agreement, covering such matters as Lender may reasonably request.
(2312) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement.
(24) Copies of the certificates, documents or other written instruments that evidence Borrower’s eligibility described in Section 9.1, all in form and substance satisfactory to Lender.
(2513) Copies of Borrower’s 's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the provisions of Section 7.97.8.
(2614) A fully-executed Funding Bank Agreement and evidence that all accounts into which Warehousing Structured Facility Advances will be funded have been established at the Funding Bank.
(2715) An executed Guaranty by the Guarantor.
(16) Evidence that the private placement of Equity Interests in the Guarantor described in the Preliminary Offering Memorandum dated as of June 13, 2003 has been completed or will be completed simultaneously upon this Agreement becoming effective.
(17) Receipt by Lender of any fees due on the date of this Agreement.
(b) If Borrower is indebted to any of its partners or Affiliates or any director, officer or shareholder of any partner or any Affiliate of any partner, or to the Guarantor, as of the date of this Agreement, the Person to whom Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Lender; and Lender must have received an executed copy of that Subordination of Debt Agreement, certified by the General Partner of Borrower to be true and complete and in full force and effect as of the date of the Structured Facility Advance.
Appears in 1 contract
Samples: Structured Facility Warehousing Credit and Security Agreement (Arbor Realty Trust Inc)
Initial Advance. Lender’s The obligation of Credit Agent to make the initial Warehousing Advance under this Agreement is subject to the satisfaction, in the sole discretion of LenderCredit Agent, of the following conditions precedent:
(a) Lender Credit Agent must receive the following, all of which must be satisfactory in form and content to LenderCredit Agent, in its sole discretion:
(1) The Warehousing Note Notes and this Agreement Agreement, duly executed by Borrower.
(2) MMA’s The Lennar Undertaking, on the form prescribed by Lender, duly executed by Lennar.
(3) All certificates and instruments representing or evidencing the Pledged Shares, together with stock powers or other instruments of assignment, duly completed in blank
(4) UAMC's articles of organizationincorporation, together with all amendments, as certified by the Secretary of State of Delaware, MMA’s operating agreementFlorida; UAMC's bylaws, together with all amendments, certified by the manager corporate secretary or assistant secretary of MMA, UAMC; and certificates of good standing dated within 30 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(35) A resolution, consent or approval of all resolution of the members board of MMA directors of UAMC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA UAMC under this Agreement.
(46) A certificate as to the incumbency and authenticity of the signatures of the managers officers of MMA UAMC executing this Agreement and the other Loan Documents, and of the managers officers and employees of MMA UAMC delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent).
(7) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by UAMC in the conduct of its business.
(8) EHMI's articles of incorporation, together with all amendments, as certified by the Secretary of State of Washington; EHMI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of EHMI; and certificates of good standing dated within 30 days of the date of this Agreement.
(9) A resolution of the board of directors of EHMI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by EHMI under this Agreement.
(10) A certificate as to the incumbency and authenticity of the signatures of the officers of EHMI executing this Agreement and the other Loan Documents, and of the officers and employees of EHMI delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent).
(11) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by EHMI in the conduct of its business.
(12) AFSI's articles of incorporation, together with all amendments, as certified by the Secretary of State of California; AFSI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of AFSI; and certificates of good standing dated within 30 days of the date of this Agreement.
(13) A resolution of the board of directors of AFSI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by AFSI under this Agreement.
(14) A certificate as to the incumbency and authenticity of the signatures of the officers of AFSI executing this Agreement and the other Loan Documents, and of the officers and employees of AFSI delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent).
(15) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by AFSI in the conduct of its business.
(16) UAMCC's articles of incorporation, together with all amendments, as certified by the Secretary of State of California; UAMCC's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of UAMCC; and certificates of good standing dated within 30 days of the date of this Agreement.
(17) A resolution of the board of directors of UAMCC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMCC under this Agreement.
(18) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMCC executing this Agreement and the other Loan Documents, and of the officers and employees of UAMCC delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent).
(19) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by UAMCC in the conduct of its business.
(20) UAMC Asset's articles of incorporation, together with all amendments, as certified by the Secretary of State of Nevada; UAMC Asset's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of UAMC Asset; and certificates of good standing dated within 30 days of the date of this Agreement.
(21) A resolution of the board of directors of UAMC Asset authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMC Asset under this Agreement.
(22) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMC Asset executing this Agreement and the other Loan Documents, and of the officers and employees of UAMC Asset delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent).
(23) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by UAMC Asset in the conduct of its business.
(24) Lennar's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Florida, bylaws certified by the corporate secretary of Lennar and certificates of good standing dated within 30 days of the date of this Agreement.
(25) A resolution of the board of directors of Lennar, certified as of the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of Lennar Undertaking, and all other agreements, instruments or documents to be delivered by Lennar under this Agreement.
(26) A certificate as to the incumbency and authenticity of the signatures of the officers of Lennar executing Lennar Undertaking and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(527) Assumed Name Certificates dated within 90 days Financial statements of Lennar containing a balance sheet as of November 30, 2000, and related statements of income, changes in stockholders' equity and cash flows for the date period ended on the that date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of this Agreement for any assumed name used by MMA in the conduct of its businessrecognized standing acceptable to Lender.
(6) MTEI’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MTEI’s operating agreement, together with all amendments, certified by the manager of MTEI, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MTEI is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(7) A resolution, consent or approval of all of the members of MTEI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MTEI under this Agreement.
(8) A certificate as to the incumbency and authenticity of the signatures of the managers of MTEI executing this Agreement and the other Loan Documents, and of the managers and employees of MTEI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be Dated: 5/23/2003 Amended: 6/11/2004 delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(9) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MTEI in the conduct of its business.
(10) Midland Mortgage’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida, Midland Mortgage’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of Midland Mortgage, or a certificate of Midland Mortgage stating that that has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Midland Mortgage is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(11) A resolution of the board of directors of Midland Mortgage authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Midland Mortgage under this Agreement.
(12) A certificate as to the incumbency and authenticity of the signatures of the officers of Midland Mortgage executing this Agreement and the other Loan Documents, and of the officers and employees of Midland Mortgage delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(13) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by Midland Mortgage in the conduct of its business.
(14) MMA Construction’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MMA Construction’s operating agreement, together with all amendments, certified by the manager of MMA Construction, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Construction is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(15) A resolution, consent or approval of all of the members of MMA Construction authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Construction under this Agreement.
(16) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Construction executing this Agreement and the other Loan Documents, and of the managers and employees of MMA Construction delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). Dated: 5/23/2003 Amended: 6/11/2004
(17) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Construction in the conduct of its business.
(18) MMA Capital’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Michigan, MMA Capital’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of MMA Capital, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Capital is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(19) A resolution of the board of directors of MMA Capital authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Capital under this Agreement.
(20) A certificate as to the incumbency and authenticity of the signatures of the officers of MMA Capital executing this Agreement and the other Loan Documents, and of the officers and employees of MMA Capital delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(21) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Capital in the conduct of its business.
(2228) A favorable written opinion of counsel to Borrowereach Borrower and Lennar, addressed to Lender Lenders and dated as of the date of this Agreement, covering such matters as Lender Credit Agent may reasonably request.
(2329) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender Credit Agent or as permitted under this Agreement.
(2430) Copies of the certificates, documents or other written instruments that evidence each Borrower’s 's eligibility described in Section 9.12.3, all in form and substance satisfactory to LenderCredit Agent.
(2531) Copies of each Borrower’s 's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by each Borrower as of the date of this Agreement with the related provisions of Section 7.98.9.
(2632) A fully-executed Funding Bank Agreement Executed financing statements in recordable form covering the Collateral and evidence that ready for filing in all accounts into which Warehousing Advances will be funded have been established at the Funding Bankjurisdictions required by Credit Agent.
(2733) Receipt by Lender Credit Agent and Lenders of any fees due on the date of this Agreement.
(34) An agreement among each Borrower that is selling Loans to Xxxxxx Xxx, Lender and Xxxxxx Mae, pursuant to which Xxxxxx Xxx agrees to send all cash proceeds of Mortgage Loans sold by such Borrower to Xxxxxx Mae to the Cash Collateral Account.
(35) An executed Funding Bank Agreement.
(36) An executed Electronic Tracking Agreement among Borrowers, Credit Agent and Mortgage Electronic Registration Systems, Inc. ("MERS"), and MERCORP, Inc., pursuant to which Credit Agent will have the authority to, among other things, withdraw Mortgages from the MERS system, if either the Mortgage Loan has been registered on the MERS system naming Borrower as servicer or subservicer, or the Mortgage Loan has not yet been registered on the MERS system.
(b) If any Borrower is indebted to any of its directors, officers, shareholders or Affiliates, as of the date of this Agreement, which indebtedness is in excess of $35,000,000, the Person to whom that Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Credit Agent; and Credit Agent must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary of the respective Borrower to be true and complete and in full force and effect as of the date of the Advance.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Lennar Corp /New/)
Initial Advance. LenderLenders’ obligation to make Warehousing Advances, RFC’s and WaMu’s obligation to make the initial Warehousing Advance RFC/WaMu Advances and RFC’s obligation to make RFC Direct Advances, is subject to the satisfaction, in the sole discretion of LenderCredit Agent, of the following conditions precedent:
(a) Lender Credit Agent must receive the following, all of which must be satisfactory in form and content to LenderCredit Agent, in its sole discretion:
(1) The Warehousing Note Notes and this Agreement duly executed by BorrowerBorrowers.
(2) MMA’s The Lennar Undertaking, on the form prescribed by Credit Agent, duly executed by Lennar.
(3) A certificate of UAMCLLC stating that there has been no change in either UAMCLLC ‘s articles of organization, together organization or operating agreement since those delivered in connection with all amendments, as certified by the Secretary of State of Delaware, MMA’s operating agreement, together with all amendments, certified by the manager of MMA, and certificates Existing Agreement.
(4) Certificates of good standing dated within 30 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA UAMCLLC is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(35) A resolution, consent or approval of all of the members of MMA UAMCLLC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA UAMCLLC under this Agreement.
(46) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA UAMCLLC executing this Agreement and the other Loan Documents.
(7) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by UAMCLLC in the conduct of its business.
(8) A certificate of EHMI stating that there has been no change in either EHMI’s articles of incorporation or bylaws since those delivered in connection with the Existing Agreement.
(9) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that EHMI is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(10) A resolution of the board of directors of EHMI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by EHMI under this Agreement.
(11) A certificate as to the incumbency and authenticity of the signatures of the officers of EHMI executing this Agreement and the other Loan Documents.
(12) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by EHMI in the conduct of its business.
(13) A certificate of AFSI stating that there has been no change in either AFSI’s articles of incorporation or bylaws since those delivered in connection with the Existing Agreement.
(14) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that AFSI is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(15) A resolution of the board of directors of AFSI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by AFSI under this Agreement.
(16) A certificate as to the incumbency and authenticity of the signatures of the officers of AFSI executing this Agreement and the other Loan Documents.
(17) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by AFSI in the conduct of its business.
(18) A certificate of UAMCC stating that there has been no change in either UAMCC’s articles of incorporation or bylaws since those delivered in connection with the Existing Agreement.
(19) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that UAMCC is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(20) A resolution of the board of directors of UAMCC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMCC under this Agreement.
(21) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMCC executing this Agreement and the other Loan Documents.
(22) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by UAMCC in the conduct of its business.
(23) A certificate of UAMC Asset stating that there has been no change in either UAMC Asset articles of incorporation or bylaws since those delivered in connection with the Existing Agreement.
(24) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that UAMC Asset is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(25) A resolution of the board of directors of UAMC Asset authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMC Asset under this Agreement.
(26) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMC Asset executing this Agreement and the other Loan Documents.
(27) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by UAMC Asset in the conduct of its business.
(28) A certificate of Lennar stating that there has been no change in either Lennar’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement,
(29) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Lennar is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(30) A resolution of the board of directors of Lennar, certified as of the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of Lennar Undertaking, and all other agreements, instruments or documents to be delivered by Lennar under this Agreement.
(31) A certificate as to the incumbency and authenticity of the managers and employees signatures of MMA delivering each Warehousing Advance Request the officers of Lennar executing Lennar Undertaking and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(5) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA in the conduct of its business.
(6) MTEI’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MTEI’s operating agreement, together with all amendments, certified by the manager of MTEI, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MTEI is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(7) A resolution, consent or approval of all of the members of MTEI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MTEI under this Agreement.
(8) A certificate as to the incumbency and authenticity of the signatures of the managers of MTEI executing this Agreement and the other Loan Documents, and of the managers and employees of MTEI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be Dated: 5/23/2003 Amended: 6/11/2004 delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(9) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MTEI in the conduct of its business.
(10) Midland Mortgage’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida, Midland Mortgage’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of Midland Mortgage, or a certificate of Midland Mortgage stating that that has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Midland Mortgage is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(11) A resolution of the board of directors of Midland Mortgage authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Midland Mortgage under this Agreement.
(12) A certificate as to the incumbency and authenticity of the signatures of the officers of Midland Mortgage executing this Agreement and the other Loan Documents, and of the officers and employees of Midland Mortgage delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(13) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by Midland Mortgage in the conduct of its business.
(14) MMA Construction’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MMA Construction’s operating agreement, together with all amendments, certified by the manager of MMA Construction, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Construction is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(15) A resolution, consent or approval of all of the members of MMA Construction authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Construction under this Agreement.
(16) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Construction executing this Agreement and the other Loan Documents, and of the managers and employees of MMA Construction delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). Dated: 5/23/2003 Amended: 6/11/2004
(17) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Construction in the conduct of its business.
(18) MMA Capital’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Michigan, MMA Capital’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of MMA Capital, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Capital is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(19) A resolution of the board of directors of MMA Capital authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Capital under this Agreement.
(20) A certificate as to the incumbency and authenticity of the signatures of the officers of MMA Capital executing this Agreement and the other Loan Documents, and of the officers and employees of MMA Capital delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(21) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Capital in the conduct of its business.
(2232) A favorable written opinion of counsel to BorrowerBorrowers and Lennar (or of separate counsel at the option of Borrowers and Lennar), addressed to Lender Lenders and dated as of the date of this Agreement, covering such matters as Lender Lenders may reasonably request.
(2333) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender Credit Agent or as permitted under this Agreement.
(2434) Copies of the certificates, documents or other written instruments that evidence Borrower’s Borrowers’ eligibility described in Section 9.1, all in form and substance satisfactory to LenderCredit Agent.
(2535) Copies of Borrower’s each Borrowers’ errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by each Borrower as of the date of this Agreement with the provisions of Section 7.9.
(2636) A fully-executed Funding Bank Agreement An agreement among each Borrower that is selling Loans to Xxxxxx Xxx, Credit Agent and evidence that Xxxxxx Mae in which Xxxxxx Xxx agrees to send all accounts into which Warehousing Advances will be funded have been established at cash proceeds of Mortgage Loans sold by such Borrower to Xxxxxx Mae to the Funding BankCash Collateral Account, each in form and substance satisfactory to Credit Agreement.
(2737) Receipt by Lender Credit Agent and Lenders of any fees due on the date of this Agreement.
(38) An executed Electronic Tracking Agreement among Borrowers, Credit Agent and Mortgage Electronic Registration Systems, Inc. (“MERS”), and MERCORP, Inc., pursuant to which Credit Agent will have the authority to, among other things, withdraw Mortgages from the MERS system, if either the Mortgage Loan has been registered on the MERS system naming Borrowers as servicer or subservicer, or the Mortgage Loan has not yet been registered on the MERS system.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Lennar Corp /New/)
Initial Advance. Lender’s obligation Prior to make the initial Warehousing Advance is subject to by the satisfaction, in the sole discretion of Lender, Bank:
a. ORGANIZATIONAL DOCUMENTS. THERE SHALL HAVE BEEN FURNISHED TO THE BANK BY THE BORROWER:
i. A copy of the following conditions precedent:certificate of limited partnership of the Borrower, together with any and all amendments thereto, filed with the appropriate Governmental Authorities of the State of Virginia;
(a) Lender must receive ii. A copy of the followinglimited partnership agreement of the Borrower, together with any and all amendments thereto certified by the Guarantor;
iii. An original or a copy of which must be satisfactory in form a Certificate of Existence for the Borrower issued by the appropriate Governmental Authorities of the State of Virginia bearing a recent date;
iv. A copy of the resolutions of the Board of Directors of the Borrower authorizing the Loan and content to Lender, in its sole discretion:
(1) The Warehousing Note and the execution of this Agreement duly executed and the Borrower Note certified by the Guarantor;
v. A copy of the articles of organization of Brierbrook, together with any and all amendments thereto, filed with the appropriate Governmental Authorities of the State of Tennessee;
vi. A copy of the operating agreement of Brierbrook, together with any and all amendments thereto, certified by the Borrower;
vii. An original or copy of a Certificate of Existence for Brierbrook issued by the appropriate Governmental Authorities for the State of Tennessee;
viii. A copy of the resolutions authorizing the Loan and the execution of this Agreement certified by the Borrower.
(2) MMA’s articles ix. A copy of organizationthe trust agreement for the Guarantor, together with any and all amendmentsamendments thereto, as certified by the Secretary thereof;
x. A copy of the resolutions of the Guarantor authorizing the Guaranty, certified by the Secretary of State Guarantor; and
xi. An original or a copy of Delaware, MMA’s operating agreement, together with all amendments, certified a Certificate of Existence for the Guarantor issued by the manager of MMA, and certificates of good standing dated within 30 days appropriate Governmental Authorities of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(3) A resolution, consent or approval of all of the members of MMA authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA under this Agreement.
(4) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA executing this Agreement and the other Loan Documents, and of the managers and employees of MMA delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(5) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA in the conduct of its business.
(6) MTEI’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MTEI’s operating agreement, together with all amendments, certified by the manager of MTEI, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MTEI is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(7) A resolution, consent or approval of all of the members of MTEI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MTEI under this Agreement.
(8) A certificate as to the incumbency and authenticity of the signatures of the managers of MTEI executing this Agreement and the other Loan Documents, and of the managers and employees of MTEI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be Dated: 5/23/2003 Amended: 6/11/2004 delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(9) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MTEI in the conduct of its business.
(10) Midland Mortgage’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida, Midland Mortgage’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of Midland Mortgage, or a certificate of Midland Mortgage stating that that has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Midland Mortgage is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(11) A resolution of the board of directors of Midland Mortgage authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Midland Mortgage under this Agreement.
(12) A certificate as to the incumbency and authenticity of the signatures of the officers of Midland Mortgage executing this Agreement and the other Loan Documents, and of the officers and employees of Midland Mortgage delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(13) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by Midland Mortgage in the conduct of its business.
(14) MMA Construction’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MMA Construction’s operating agreement, together with all amendments, certified by the manager of MMA Construction, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Construction is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(15) A resolution, consent or approval of all of the members of MMA Construction authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Construction under this Agreement.
(16) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Construction executing this Agreement and the other Loan Documents, and of the managers and employees of MMA Construction delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). Dated: 5/23/2003 Amended: 6/11/2004
(17) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Construction in the conduct of its business.
(18) MMA Capital’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Michigan, MMA Capital’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of MMA Capital, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Capital is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(19) A resolution of the board of directors of MMA Capital authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Capital under this Agreement.
(20) A certificate as to the incumbency and authenticity of the signatures of the officers of MMA Capital executing this Agreement and the other Loan Documents, and of the officers and employees of MMA Capital delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(21) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Capital in the conduct of its business.
(22) A favorable written opinion of counsel to Borrower, addressed to Lender and dated as of the date of this Agreement, covering such matters as Lender may reasonably request.
(23) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement.
(24) Copies of the certificates, documents or other written instruments that evidence Borrower’s eligibility described in Section 9.1, all in form and substance satisfactory to Lender.
(25) Copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the provisions of Section 7.9.
(26) A fully-executed Funding Bank Agreement and evidence that all accounts into which Warehousing Advances will be funded have been established at the Funding Bank.
(27) Receipt by Lender of any fees due on the date of this Agreement.
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (Windrose Medical Properties Trust)
Initial Advance. Lender’s The obligation of the Lender to make the initial Warehousing Advance under 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) The Lender must receive shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion:
(1) The Warehousing Note Notes and this Agreement duly executed by Borrowerthe Company.
(2) MMA’s The Company's articles of organization, together with all amendments, incorporation as certified by the Secretary of State of Delawarethe Company's incorporation, MMA’s operating agreement, together with all amendments, bylaws certified by the manager corporate secretary of MMAthe 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 Security Agreement dated April 15, 1992, and certificates of good standing dated within 30 no less recently than ninety (90) days prior to the date of this Agreement.
(3) An original resolution of the board of directors of the Company, certified as of the date of this AgreementAgreement by its corporate secretary, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(3) A resolution, consent or approval of all of the members of MMA authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA under the Company pursuant to this Agreement.
(4) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA executing this Agreement and the other Loan Documents, and of the managers and employees of MMA delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(5) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA in the conduct of its business.
(6) MTEI’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MTEI’s operating agreement, together with all amendments, certified by the manager of MTEI, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MTEI is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(7) A resolution, consent or approval of all of the members of MTEI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MTEI under this Agreement.
(8) A certificate as to the incumbency and authenticity of the signatures of the managers of MTEI executing this Agreement and the other Loan Documents, and of the managers and employees of MTEI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be Dated: 5/23/2003 Amended: 6/11/2004 delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(9) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MTEI in the conduct of its business.
(10) Midland Mortgage’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida, Midland Mortgage’s by-laws, together with all amendments, certified by the Company's corporate secretary or assistant secretary of Midland Mortgage, or a certificate of Midland Mortgage stating that that has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Midland Mortgage is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(11) A resolution of the board of directors of Midland Mortgage authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Midland Mortgage under this Agreement.
(12) A certificate as to the incumbency and authenticity of the signatures of the officers of Midland Mortgage the Company executing this Agreement and the other Loan Documents, Documents and of the officers and employees of Midland Mortgage delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement pursuant hereto (the Lender being entitled to rely on that certificate thereon until a new incumbency such certificate has been furnished to the Lender). 148
(5) Financial statements of the Company (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1994, and related statements of income, changes in stockholders' equity and cash flows for the period ended on such date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of recognized standing acceptable to the Lender.
(136) Assumed Name Certificates dated within 90 days Financial statements of the Company (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of June 30, 1995, related statements of income and changes in stockholders' equity for the period ended on such date of this Agreement for any assumed name used by Midland Mortgage prepared, except as disclosed on the financial statements, in accordance with GAAP applied on a basis consistent with the conduct of its businessCompany's most recent audited financial statements.
(14) MMA Construction’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MMA Construction’s operating agreement, together with all amendments, certified by the manager of MMA Construction, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Construction is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(15) A resolution, consent or approval of all of the members of MMA Construction authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Construction under this Agreement.
(16) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Construction executing this Agreement and the other Loan Documents, and of the managers and employees of MMA Construction delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). Dated: 5/23/2003 Amended: 6/11/2004
(17) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Construction in the conduct of its business.
(18) MMA Capital’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Michigan, MMA Capital’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of MMA Capital, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Capital is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(19) A resolution of the board of directors of MMA Capital authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Capital under this Agreement.
(20) A certificate as to the incumbency and authenticity of the signatures of the officers of MMA Capital executing this Agreement and the other Loan Documents, and of the officers and employees of MMA Capital delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(21) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Capital in the conduct of its business.
(227) A favorable written opinion of counsel to Borrowerthe Company, addressed to Lender and dated as of the date of this AgreementAgreement substantially in the form of Exhibit H attached hereto, covering such matters as Lender may reasonably requestaddressed to the Lender.
(23) Uniform Commercial Code8) In the state of incorporation of the Company, tax a tax, lien and judgment searches search of the appropriate public records for Borrower that do the Company, including a search of Uniform Commercial Code financing statements, which search shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted under this Agreementhereunder.
(249) Copies of the certificates, documents or other written instruments that which evidence Borrower’s the Company's eligibility described in Section 9.15.13 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.
(2510) Copies of Borrower’s Certificate from the Company stating its errors and omissions insurance policy or mortgage impairment insurance policy, policy and blanket bond coverage policy, or certificates policy are in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the related provisions of Section 7.96.8 hereof. 149
(11) Executed amendments to the financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender.
(2612) A fully-executed Funding Bank Agreement and evidence Receipt by the Lender of the Commitment Fee due on the date hereof, if any.
(13) Evidence that all accounts necessary into which Warehousing Advances will be funded have been established at the Funding BankBank and receipt of a fully executed Funding Bank Agreement.
(27b) Receipt by Lender All directors, officers and shareholders of the Company, all Affiliates of the Company or of any fees due on 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 complete and in full force and effect as of the date of the Advance. Unsecured indebtedness of the Company to its Affiliates for warehousing purposes and unclaimed bondholder funds held and administered by the Company for its Subsidiaries are not required to be subordinated under the terms of this Section.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (U S Home Corp /De/)
Initial Advance. Lender’s obligation to make the initial Warehousing Advance is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent:
(a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion:
(1) The Warehousing Note and this Agreement duly executed by Borrower.
(2) MMAFirst NLC LLC’s articles of organization, together with all amendments, as certified by the Secretary of State of DelawareFlorida, MMAFirst NLC LLC’s operating agreement, together with all amendments, certified by the manager corporate secretary or assistant secretary of MMAFirst NLC LLC, or a certificate of First NLC LLC stating that there has been no change in either First NLC LLC’s articles of organization or operating agreement since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 30 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA First NLC LLC is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(3) A resolution, consent or approval of all resolution of the members board of MMA managers of First NLC LLC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA First NLC LLC under this Agreement.
(4) A certificate as to the incumbency and authenticity of the signatures of the managers officers of MMA First NLC LLC executing this Agreement and the other Loan Documents, and of the managers and employees of MMA delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(5) Assumed Name Certificates dated within 90 30 days of the date of this Agreement for any assumed name used by MMA First NLC LLC in the conduct of its business.
(6) MTEINLC, Inc.’s articles of organizationcharter, together with all amendments, as certified by the Secretary of State of MarylandTennessee, MTEINLC, Inc.’s operating agreementbylaws, together with all amendments, certified by the manager corporate secretary or assistant secretary of MTEINLC, Inc., or a certificate of NLC, Inc. stating that there has been no change in either NLC, Inc.’s charter or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 30 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MTEI NLC, Inc. is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(7) A resolution, consent or approval of all resolution of the members board of MTEI directors of NLC, Inc. authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MTEI NLC, Inc. under this Agreement.
(8) A certificate as to the incumbency and authenticity of the signatures of the managers officers of MTEI NLC, Inc. executing this Agreement and the other Loan Documents, and of the managers and employees of MTEI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be Dated: 5/23/2003 Amended: 6/11/2004 delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(9) Assumed Name Certificates dated within 90 30 days of the date of this Agreement for any assumed name used by MTEI NLC, Inc. in the conduct of its business.
(10) Midland MortgageFirst NLC, Inc.’s articles of incorporation, together with all amendments, as certified by the Secretary of State of FloridaMinnesota, Midland MortgageFirst NLC, Inc.’s by-lawsbylaws, together with all amendments, certified by the corporate secretary or assistant secretary of Midland MortgageFirst NLC, or a certificate of Midland Mortgage stating that that has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement Inc., and certificates of good standing dated within 30 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Midland Mortgage First NLC, Inc. is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(11) A resolution of the board of directors of Midland Mortgage First NLC, Inc. authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Midland Mortgage First NLC, Inc. under this Agreement.
(12) A certificate as to the incumbency and authenticity of the signatures of the officers of Midland Mortgage First NLC, Inc. executing this Agreement and the other Loan Documents, and of the officers and employees of Midland Mortgage delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(13) Assumed Name Certificates dated within 90 30 days of the date of this Agreement for any assumed name used by Midland Mortgage First NLC, Inc. in the conduct of its business.
(14) MMA Construction’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MMA Construction’s operating agreement, together with all amendments, certified by the manager of MMA Construction, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Construction is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(15) A resolution, consent or approval of all of the members of MMA Construction authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Construction under this Agreement.
(16) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Construction executing this Agreement and the other Loan Documents, and of the managers and employees of MMA Construction delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). Dated: 5/23/2003 Amended: 6/11/2004
(17) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Construction in the conduct of its business.
(18) MMA Capital’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Michigan, MMA Capital’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of MMA Capital, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Capital is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(19) A resolution of the board of directors of MMA Capital authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Capital under this Agreement.
(20) A certificate as to the incumbency and authenticity of the signatures of the officers of MMA Capital executing this Agreement and the other Loan Documents, and of the officers and employees of MMA Capital delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(21) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Capital in the conduct of its business.
(22) A favorable written opinion of counsel to Borrower, addressed to Lender and dated as of the date of this Agreement, covering such matters as Lender may reasonably request.
(23) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement.
(24) Copies of the certificates, documents or other written instruments that evidence Borrower’s eligibility described in Section 9.1, all in form and substance satisfactory to Lender.
(2515) Copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the provisions of Section 7.9.
(26) A fully-executed Funding Bank Agreement and evidence that all accounts into which Warehousing Advances will be funded have been established at the Funding Bank.
(2716) Receipt by Lender of any fees due on the date of this Agreement.
(b) If, as of the date of this Agreement, Borrower has any indebtedness for borrowed money to any of its managers, members or Affiliates of any manager or member or any director, officer or shareholder of any manager or Affiliate of any manager or member, which indebtedness has a term of more than 1 year or is in excess of $25,000, the Person to whom Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Lender; and Lender must have received an executed copy of that Subordination of Debt Agreement, certified by the manager of First NLC LLC or the corporate secretary of NLC, Inc. or the corporate secretary of First NLC, Inc. to be true and complete and in full force and effect as of the date of the Warehousing Advance.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (First NLC Financial Services Inc)
Initial Advance. Lender’s obligation to make the initial Warehousing Advance Advance, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent:
(a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion:
(1) The Warehousing Note Notes and this Agreement duly executed by Borrower.
(2) MMABorrower’s articles or certificate of organizationincorporation, together with all amendments, as certified by the Secretary of State of Delaware, MMABorrower’s operating agreementbylaws, together with all amendments, certified by the manager corporate secretary or assistant secretary of MMABorrower, or a certificate of Borrower stating that there has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 30 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(3) A resolution, consent or approval of all resolution of the members board of MMA directors of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Borrower under this Agreement.
(4) A certificate as to the incumbency and authenticity of the signatures of the managers officers of MMA Borrower executing this Agreement and the other Loan Documents, and of the managers and employees of MMA delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(5) Assumed Name Certificates dated within 90 30 days of the date of this Agreement for any assumed name used by MMA Borrower in the conduct of its business.
(6) MTEI’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MTEI’s operating agreement, together with all amendments, certified by the manager of MTEI, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MTEI is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(7) A resolution, consent or approval of all of the members of MTEI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MTEI under this Agreement.
(8) A certificate as to the incumbency and authenticity of the signatures of the managers of MTEI executing this Agreement and the other Loan Documents, and of the managers and employees of MTEI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be Dated: 5/23/2003 Amended: 6/11/2004 delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(9) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MTEI in the conduct of its business.
(10) Midland Mortgage’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida, Midland Mortgage’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of Midland Mortgage, or a certificate of Midland Mortgage stating that that has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Midland Mortgage is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(11) A resolution of the board of directors of Midland Mortgage authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Midland Mortgage under this Agreement.
(12) A certificate as to the incumbency and authenticity of the signatures of the officers of Midland Mortgage executing this Agreement and the other Loan Documents, and of the officers and employees of Midland Mortgage delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(13) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by Midland Mortgage in the conduct of its business.
(14) MMA Construction’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MMA Construction’s operating agreement, together with all amendments, certified by the manager of MMA Construction, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Construction is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(15) A resolution, consent or approval of all of the members of MMA Construction authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Construction under this Agreement.
(16) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Construction executing this Agreement and the other Loan Documents, and of the managers and employees of MMA Construction delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). Dated: 5/23/2003 Amended: 6/11/2004
(17) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Construction in the conduct of its business.
(18) MMA Capital’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Michigan, MMA Capital’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of MMA Capital, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Capital is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(19) A resolution of the board of directors of MMA Capital authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Capital under this Agreement.
(20) A certificate as to the incumbency and authenticity of the signatures of the officers of MMA Capital executing this Agreement and the other Loan Documents, and of the officers and employees of MMA Capital delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(21) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Capital in the conduct of its business.
(22) A favorable written opinion of counsel to Borrower, addressed to Lender and dated as of the date of this Agreement, covering such matters as Lender may reasonably request.
(23) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement.
(24) Copies of the certificates, documents or other written instruments that evidence Borrower’s eligibility described in Section 9.1, all in form and substance satisfactory to Lender.
(257) Copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the provisions of Section 7.9.
(26) A fully-executed Funding Bank Agreement and evidence that all accounts into which Warehousing Advances will be funded have been established at the Funding Bank.
(27) 8) Receipt by Lender of any fees due on the date of this Agreement.
(b) If, as of the date of this Agreement, Borrower has any indebtedness for borrowed money to any of its directors, officers, shareholders or Affiliates, which indebtedness has a term of more than 1 year or is in excess of $25,000, the Person to whom Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Lender; and Lender must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary or assistant secretary of Borrower to be true and complete and in full force and effect as of the date of the Warehousing Advance.
(c) Borrower must not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, since the Audited Statement Date.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Commercial Capital Bancorp Inc)
Initial Advance. Lender’s The obligation of the Lender to make the initial Warehousing Advance under 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) The Lender must receive shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion:
(1) The Warehousing Note Notes and this Agreement duly executed by Borrowerthe Borrowers.
(2) MMA’s The Borrowers' articles of organization, together with all amendments, incorporation as certified by the Secretary of State of Delaware, MMA’s operating agreement, together with all amendments, Delaware and a copy of the Borrowers' bylaws certified by the manager corporate secretary of MMAthe Borrowers, or a Certificate of the Borrowers stating that there has been no change in either the articles of incorporation or bylaws since those most recently delivered in connection with the Existing Warehousing Agreement or the Existing Term Agreement, and certificates of good standing dated within 30 no less recently than ninety (90) days prior to the date of this Agreement.
(3) Resolutions of the board of directors of the Borrowers, certified as of the date of this AgreementAgreement by their corporate secretary, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(3) A resolution, consent or approval of all of the members of MMA authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA under the Borrowers pursuant to this Agreement.. Washington/Huntxxx:0/03/96 41
(4) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA executing this Agreement and the other Loan Documents, and of the managers and employees of MMA delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(5) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA in the conduct of its business.
(6) MTEI’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MTEI’s operating agreement, together with all amendments, certified by the manager of MTEI, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MTEI is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(7) A resolution, consent or approval of all of the members of MTEI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MTEI under this Agreement.
(8) A certificate as to the incumbency and authenticity of the signatures of the managers of MTEI executing this Agreement and the other Loan Documents, and of the managers and employees of MTEI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be Dated: 5/23/2003 Amended: 6/11/2004 delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(9) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MTEI in the conduct of its business.
(10) Midland Mortgage’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida, Midland Mortgage’s by-laws, together with all amendments, certified by the Borrowers' corporate secretary or assistant secretary of Midland Mortgage, or a certificate of Midland Mortgage stating that that has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Midland Mortgage is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(11) A resolution of the board of directors of Midland Mortgage authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Midland Mortgage under this Agreement.
(12) A certificate as to the incumbency and authenticity of the signatures of the officers of Midland Mortgage the Borrowers executing this Agreement and the other Loan Documents, Documents and of the officers and employees of Midland Mortgage delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement pursuant hereto (the Lender being entitled to rely on that certificate thereon until a new incumbency such certificate has been furnished to the Lender).
(135) Assumed Name Certificates dated within 90 days Financial statements of Washington and its Subsidiaries, on a consolidated basis, containing a balance sheet as of December 31, 1995, and related statements of income, changes in stockholders' equity and cash flows for the date period ended on such date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of this Agreement for any assumed name used by Midland Mortgage in recognized standing acceptable to the conduct of its businessLender.
(146) MMA Construction’s articles Financial statements of organizationWashington and its Subsidiaries, together on a consolidated basis, containing a balance sheet as of March 31, 1996, related statements of income and changes in stockholders' equity for the period ended on such date prepared in accordance with all amendments, as certified by the Secretary of State of Maryland, MMA Construction’s operating agreement, together GAAP applied on a basis consistent with all amendments, certified by the manager of MMA Construction, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Construction is in good standing with the Franchise Tax Board or such state tax authority, if applicableWashington's most recent audited financial statements.
(15) A resolution, consent or approval of all of the members of MMA Construction authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Construction under this Agreement.
(16) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Construction executing this Agreement and the other Loan Documents, and of the managers and employees of MMA Construction delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). Dated: 5/23/2003 Amended: 6/11/2004
(17) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Construction in the conduct of its business.
(18) MMA Capital’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Michigan, MMA Capital’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of MMA Capital, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Capital is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(19) A resolution of the board of directors of MMA Capital authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Capital under this Agreement.
(20) A certificate as to the incumbency and authenticity of the signatures of the officers of MMA Capital executing this Agreement and the other Loan Documents, and of the officers and employees of MMA Capital delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(21) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Capital in the conduct of its business.
(227) A favorable written opinion of counsel to Borrowerthe Borrowers, addressed to Lender and dated as of the date of this AgreementAgreement substantially in the form of Exhibit H attached hereto, covering such matters as Lender may reasonably requestaddressed to the Lender.
(23) 8) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records in the States of California, Delaware, New Jersey and Virginia for Borrower that do the Borrowers, which search shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted under this hereunder.
(9) An executed copy of the Berkshire Master Agreement.
(2410) Executed copies of the Berkshire Master Notes.
(11) An executed copy of the FNMA Special Pool Purchase Contract related thereto. Washington/Huntxxx:0/03/96 42
(12) An executed original of a bailee agreement with respect to the Berkshire Master Notes among Washington, the Lender and FNMA, in form and substance satisfaction to the Lender.
(13) Copies of the certificates, documents or other written instruments that which evidence Borrower’s the Borrowers' eligibility described in Section 9.15.13 hereof, all in form and substance satisfactory to the Lender.
(2514) Copies of Borrower’s the Borrowers' errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the Lender, showing compliance by Borrower the Borrowers as of the date of this Agreement with the related provisions of Section 7.96.8 hereof.
(2615) A fully-executed Funding Bank Agreement Executed financing statements in recordable form covering the Collateral and evidence ready for filing in all jurisdictions required by the Lender.
(16) Receipt by the Lender of any fees due on the date hereof, including, but not limited to, Commitment Fees and document production fees.
(17) Evidence that all accounts necessary into which Warehousing Advances will be funded have been established at the Funding BankBank and receipt of a fully executed Funding Bank Agreement.
(27b) Receipt by Lender All directors, officers and shareholders of the Borrowers, all Affiliates of the Borrowers or of any fees due on Subsidiary of the Borrowers, 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 Five Hundred Thousand Dollars ($500,000) 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 Borrowers to be true and complete and in full force and effect as of the date of the Advance.
Appears in 1 contract
Initial Advance. The effectiveness of this Agreement, including Lender’s 's obligation to make the initial Warehousing Advance Advance, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent:
(a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion:
(1) The Warehousing Note, the Sublimit Note and this Agreement duly executed by Borrower.
(2) MMA’s Borrower's articles or certificate of organizationincorporation, together with all amendments, as certified by the Secretary of State of Delaware, MMA’s operating agreementBorrower's bylaws, together with all amendments, certified by the manager corporate secretary or assistant secretary of MMABorrower, or a certificate of Borrower stating that there has been no change in either Borrower's articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(3) A resolution, consent or approval of all resolution of the members board of MMA directors of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Borrower under this Agreement.
(4) A certificate as to the incumbency and authenticity of the signatures of the managers officers of MMA Borrower executing this Agreement and the other Loan Documents, and of the managers officers and employees of MMA Borrower delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(5) Assumed Name Certificates dated within 90 30 days of the date of this Agreement for any assumed name used by MMA Borrower in the conduct of its business.
(6) MTEI’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MTEI’s operating agreement, together with all amendments, certified by the manager of MTEI, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MTEI is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(7) A resolution, consent or approval of all of the members of MTEI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MTEI under this Agreement.
(8) A certificate as to the incumbency and authenticity of the signatures of the managers of MTEI executing this Agreement and the other Loan Documents, and of the managers and employees of MTEI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be Dated: 5/23/2003 Amended: 6/11/2004 delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(9) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MTEI in the conduct of its business.
(10) Midland Mortgage’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida, Midland Mortgage’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of Midland Mortgage, or a certificate of Midland Mortgage stating that that has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Midland Mortgage is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(11) A resolution of the board of directors of Midland Mortgage authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Midland Mortgage under this Agreement.
(12) A certificate as to the incumbency and authenticity of the signatures of the officers of Midland Mortgage executing this Agreement and the other Loan Documents, and of the officers and employees of Midland Mortgage delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(13) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by Midland Mortgage in the conduct of its business.
(14) MMA Construction’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MMA Construction’s operating agreement, together with all amendments, certified by the manager of MMA Construction, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Construction is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(15) A resolution, consent or approval of all of the members of MMA Construction authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Construction under this Agreement.
(16) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Construction executing this Agreement and the other Loan Documents, and of the managers and employees of MMA Construction delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). Dated: 5/23/2003 Amended: 6/11/2004
(17) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Construction in the conduct of its business.
(18) MMA Capital’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Michigan, MMA Capital’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of MMA Capital, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Capital is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(19) A resolution of the board of directors of MMA Capital authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Capital under this Agreement.
(20) A certificate as to the incumbency and authenticity of the signatures of the officers of MMA Capital executing this Agreement and the other Loan Documents, and of the officers and employees of MMA Capital delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(21) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Capital in the conduct of its business.
(22) A favorable written opinion of counsel to Borrower, addressed to Lender and dated as of the date of this Agreement, covering such matters as Lender may reasonably request.
(237) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement.
(24) Copies of the certificates, documents or other written instruments that evidence Borrower’s eligibility described in Section 9.1, all in form and substance satisfactory to Lender.
(25) 8) Copies of Borrower’s 's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the provisions of Section 7.9.
(26) A fully-executed Funding Bank Agreement and evidence that all accounts into which Warehousing Advances will be funded have been established at the Funding Bank.
(279) Receipt by Lender of any fees due on the date of this Agreement.
(b) If Borrower is indebted to any of its directors, officers, shareholders or Affiliates, as of the date of this Agreement, which indebtedness has a term of more than 1 year or is in excess of $25,000, the Person to whom Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Lender; and Lender must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary or assistant secretary of Borrower to be true and complete and in full force and effect as of the date of the Warehousing Advance.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Commercial Capital Bancorp Inc)
Initial Advance. Lender’s The obligation of the Lender to make the initial Warehousing Advance under 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) The Lender must receive shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion:
(1) The Warehousing Note and this Agreement duly executed by Borrowerthe Company.
(2) MMA’s The Company's articles or certificate of organization, together with all amendments, incorporation as certified by the Secretary of State of Delawarethe Company's incorporation, MMA’s operating agreement, together with all amendments, bylaws certified by the manager corporate secretary of MMAthe Company, or a Certificate of the Company stating that there has been no change in either the articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 30 no less recently than 90 days of prior to the date of this Agreement, together with Agreement and a certification from the Franchise Tax Board or other state tax authority of the State of California stating that MMA the Company is in good standing with the Franchise Tax Board or such state tax authority, if applicableBoard.
(3) A resolution, consent or approval of all resolution of the members board of MMA directors of the Company, 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, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA under the Company pursuant to this Agreement.
(4) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA executing this Agreement and the other Loan Documents, and of the managers and employees of MMA delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(5) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA in the conduct of its business.
(6) MTEI’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MTEI’s operating agreement, together with all amendments, certified by the manager of MTEI, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MTEI is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(7) A resolution, consent or approval of all of the members of MTEI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MTEI under this Agreement.
(8) A certificate as to the incumbency and authenticity of the signatures of the managers of MTEI executing this Agreement and the other Loan Documents, and of the managers and employees of MTEI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be Dated: 5/23/2003 Amended: 6/11/2004 delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender).
(9) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MTEI in the conduct of its business.
(10) Midland Mortgage’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida, Midland Mortgage’s by-laws, together with all amendments, certified by the Company's corporate secretary or assistant secretary of Midland Mortgage, or a certificate of Midland Mortgage stating that that has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Midland Mortgage is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(11) A resolution of the board of directors of Midland Mortgage authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Midland Mortgage under this Agreement.
(12) A certificate as to the incumbency and authenticity of the signatures of the officers of Midland Mortgage the Company executing this Agreement and the other Loan Documents, Documents and of the officers and employees of Midland Mortgage delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement pursuant hereto (the Lender being entitled to rely on that certificate thereon until a new incumbency such certificate has been furnished to the Lender).
(135) Assumed Name Certificates dated within 90 days Financial statements of the date Company (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of this Agreement April 30, 1999 and related statements of income, changes in stockholders' equity and cash flows for any assumed name used the period ended on such date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by Midland Mortgage in independent certified public accountants of recognized standing acceptable to the conduct Lender and containing a footnote concerning a subsequent cash equity investment of its business$6,000,000 or more.
(146) MMA Construction’s Financial statements of the Company (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of May 31, 1999 and June 30, 1999, related statements of income and changes in stockholders' equity for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with the Company's most recent audited financial statements.
(7) The Guaranty, in the form attached hereto as EXHIBIT B, duly executed by the Guarantor.
(8) Copies of the Guarantor's articles or certificate of organization, together with all amendments, incorporation as certified by the Secretary of State of Maryland, MMA Construction’s operating agreement, together with all amendments, certified by the manager State of MMA ConstructionGuarantor's incorporation and bylaws, and certificates of good standing issued by the Secretary of State dated within 30 no less recently than 90 days of prior to the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Construction is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(15) A resolution, consent or approval of all of the members of MMA Construction authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Construction under this Agreement.
(16) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Construction executing this Agreement and the other Loan Documents, and of the managers and employees of MMA Construction delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). Dated: 5/23/2003 Amended: 6/11/2004
(17) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Construction in the conduct of its business.
(18) MMA Capital’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Michigan, MMA Capital’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of MMA Capital, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Capital is in good standing with the Franchise Tax Board or such state tax authority, if applicable.
(199) A resolution of the board of directors of MMA Capital the Guarantor, certified as of the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan DocumentsGuaranty, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Capital under the Guarantor pursuant to this Agreement.
(2010) A certificate of the Guarantor's corporate secretary as to the incumbency and authenticity of the signatures of the officers of MMA Capital the Guarantor executing this Agreement and the other Loan Documents, and of the officers and employees of MMA Capital delivering each Warehousing Advance Request Guaranty and all other agreements, instruments or documents to be delivered under this Agreement pursuant hereto (the Lender being entitled to rely on that certificate thereon until a new incumbency such certificate has been furnished to the Lender).
(2111) Assumed Name Certificates dated within 90 days Financial statements of the date Guarantor containing a balance sheet as of this Agreement April 30, 1999 and related statements of income, changes in stockholders' equity and cash flows for any assumed name used the period ended on the above date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by MMA Capital in independent certified public accountants of recognized standing acceptable to the conduct Lender, and containing a footnote concerning a subsequent cash equity investment of its business$13,000,000 or more.
(2212) Financial statements of the Guarantor containing a balance sheet as of May 31, 1999, and related statements of income, changes in stockholders' equity and cash flows for the period ended on the above date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and reviewed by independent certified public accountants of recognized standing acceptable to the Lender.
(13) A favorable written opinion of counsel to Borrowerthe Company and the Guarantor (or of separate counsel at the option of the Company and the Guarantor), addressed to Lender and dated as of the date of this AgreementAgreement substantially in the form of EXHIBIT H attached hereto, covering such matters as Lender may reasonably requestaddressed to the Lender.
(2314) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do the Company and the Guarantor, which searches shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted under this Agreementhereunder.
(2415) Copies of the certificates, documents or other written instruments that which evidence Borrower’s the Company's eligibility described in Section 9.15.13 hereof, all in form and substance satisfactory to the Lender.
(2516) Copies of Borrower’s the Company's errors and omissions insurance policy or mortgage impairment insurance policy, policy and blanket bond coverage policy, or certificates in lieu of 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 7.96.8 hereof.
(2617) A fully-executed Funding Bank Agreement Executed financing statements in recordable form covering the Collateral and evidence ready for filing in all jurisdictions required by the Lender.
(18) Receipt by the Lender of any fees due on the date hereof, including, but not limited to, Commitment Fees and document production fees.
(19) Evidence that all accounts necessary into which Warehousing Advances will be funded have been established at the Funding BankBank and receipt of a fully executed Funding Bank Agreement.
(27b) Receipt by Lender All directors, officers and shareholders of the Company, all Affiliates of the Company or of any fees due on Subsidiary of the Company, and the Guarantor, 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 one (1) year or is in excess of $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 Company to be true and complete and in full force and effect as of the date of the Advance.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Finet Com Inc)
