Initial Transaction. As conditions precedent to Buyer considering whether to enter into the initial Transaction hereunder: (a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer: (i) each of the Principal Agreements duly executed by each party thereto and in full force and effect, free of any modification, breach or waiver; (ii) an opinion of Seller’s, Parent Guarantor’s and Guarantor’s counsel as to such matters as Buyer may reasonably request, including, without limitation, with respect to Buyer’s first priority lien on and perfected security interest in the Purchased Assets and Purchased Items; a non-contravention, enforceability and corporate opinion with respect to Seller, Parent Guarantor and Guarantor (including, without limitation, with respect to the Electronic Tracking Agreement, and if applicable, any Joint Securities Account Control Agreement, any Joint Account Control Agreement, any Escrow Agreement and any Intercreditor Agreement); an opinion with respect to the inapplicability of the Investment Company Act of 1940 and the “Xxxxxxx Rule” (Section 619 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act), with respect to Seller; and a Bankruptcy Code opinion with respect to the matters outlined in Section 14.18(a), each in form and substance acceptable to Buyer; (iii) a Power of Attorney duly executed by Xxxxxx and Guarantor and notarized; (iv) a certified copy of (a) Seller’s certificate of formation and Seller Limited Liability Company Agreement, (b) Guarantor’s certificate of formation and operating agreement and (c) Parent Guarantor’s certificate of incorporation and operating agreement, and, if required by Buyer, a certificate of good standing issued by the appropriate official in Seller’s, Parent Guarantor’s and Guarantor’s applicable jurisdiction of organization, in each case, dated no less recently than fourteen (14) days prior to the Effective Date; (v) one or more certificates of Seller’s, Parent Guarantor’s and Guarantor’s corporate secretary as to the incumbency and authenticity of the signatures of the officers of Seller, Parent Guarantor and Guarantor executing the Principal Agreements and the resolutions of the board of directors of Seller, Parent Guarantor and Guarantor (or their respective equivalent governing body or Person); (vi) independently audited financial statements of Parent Guarantor (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Buyer, together with an auditor’s opinion that is unqualified or otherwise is consented to in writing by Buyer; (vii) interim financial statements of Parent Guarantor (and its Subsidiaries, on a consolidated basis) covering the period from the first day of the current fiscal year to the last day of the most recently ended month; (viii) copies of Guarantor’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Buyer, showing compliance by Guarantor with Section 9.8; (ix) [Reserved]; (x) a copy of the Underwriting Guidelines; (xi) any Draw Fee, Exit Fee and any other fees then due and owing under this Agreement and the Transactions Terms Letter; and (xii) the Participation Certificate registered in the name of Buyer. (b) Buyer shall have determined that it has received satisfactory evidence that the appropriate Uniform Commercial Code Financing Statements (UCC-1) and/or such other instruments as may be necessary in order to create in favor of Buyer, a perfected first- priority security interest in the Purchased Assets and related Purchased Items should any of the Transactions be deemed to be loans, and same shall have been duly executed and appropriately filed or recorded in each office of each jurisdiction in which such filings and recordations are required to perfect such first-priority security interest. (c) Buyer shall have determined that it has satisfactorily completed its due diligence review of Seller’s operations, business, financial condition and underwriting and origination of Mortgage Loans. (d) Guarantor and Seller shall have provided evidence, satisfactory to Buyer, that each of Seller and Guarantor has all of its Approvals and such Approvals are in good standing.
Appears in 2 contracts
Samples: Master Repurchase Agreement (Radian Group Inc), Master Repurchase Agreement (Radian Group Inc)
Initial Transaction. As conditions precedent to Buyer considering whether to enter into the initial Transaction hereunder:
(a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer:
(i) each of the Principal Agreements duly executed by each party thereto and in full force and effect, free of any modification, breach or waiver;
(ii) an opinion of Seller’s, Parent Guarantor’s and Guarantor’s counsel as to such matters as Buyer may reasonably request, including, without limitation, with respect to Buyer’s first priority lien on on, and perfected security interest in in, the Purchased Assets and Assets, the Purchased Items, and the Custodial Accounts; a non-contraventioncontravention with all applicable law, enforceability and corporate opinion with respect to Seller, Parent Seller and Guarantor and Guarantor (including, without limitation, with respect to the Electronic Tracking Agreement, and if applicable, any Joint Securities Account Control Agreement, any Joint Account Control Agreement, any Escrow Agreement and any Intercreditor Agreement)Principal Agreements; an opinion with respect to the inapplicability of the Investment Company Act of 1940 and the “Xxxxxxx Rule” (Section 619 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act), with respect to Seller; and a Bankruptcy Code opinion with respect concerning applicability of Bankruptcy Code “securities contract” and “master netting agreement” safe harbors to the Principal Agreements, and the other matters outlined set forth in Section 14.18(a)14.18, each in form and substance acceptable to BuyerBuyer in its reasonable discretion;
(iii) a Power of Attorney duly executed by Xxxxxx Seller and Guarantor and notarized;; it being agreed by the Buyer that it shall not exercise the rights conferred pursuant to such Power of Attorney unless an Event of Default has occurred that is continuing
(iv) a certified copy of (a) Seller’s certificate of formation and Seller Limited Liability Company Agreementoperating agreement, (b) Guarantor’s certificate of formation and operating agreement and agreement, (c) Parent Guarantor’s certificate of incorporation and operating agreement, and, if required by Buyer, a certificate of good standing issued by the appropriate official in Seller’s, Parent Guarantor’s and Guarantor’s applicable jurisdiction of organization, in each case, dated no less recently than fourteen (14) days prior to the Effective Datedate of this Agreement;
(v) one or more certificates of Seller’s, Parent Guarantor’s and Guarantor’s corporate secretary as to the incumbency and authenticity of the signatures of the officers of Seller, Parent Guarantor Seller and Guarantor executing the Principal Agreements and the resolutions of the board of directors of Seller, Parent Guarantor Seller and Guarantor (or their respective equivalent governing body or Person);
(vi) independently audited financial statements of Parent Guarantor (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Buyer, together with an auditor’s opinion that is unqualified or otherwise is consented to in writing by Buyer;
(vii) interim financial statements of Parent Guarantor (and its Subsidiaries, on a consolidated basis) covering the period from the first day of the current fiscal year to the last day of the most recently ended monthfinancial quarter;
(viii) copies of Guarantor’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Buyer, showing compliance by Guarantor with Section 9.89.10;
(ix) [Reserved]any other fees then due and owing under this Agreement and the Transactions Terms Letter;
(x) a copy of the applicable Underwriting GuidelinesGuidelines for Mortgage Loans;
(xi) any Draw Fee, Exit the Upfront Fee and any other fees then due and owing under this Agreement and the Transactions Terms Letter; and
(xii) solely with respect to Dry Mortgage Loans subject to the Participation Certificate registered initial Transaction, an executed Trust Receipt from the Custodian relating to such Dry Mortgage Loans substantially in the name of Buyer.form as set forth in the Custodial and Disbursement Agreement;
(b) Buyer shall have determined that it has received satisfactory evidence that the appropriate Uniform Commercial Code Financing Statements (UCC-1) and/or such other instruments as may be necessary in order to create in favor of Buyer, a perfected first- priority security interest in the Purchased Assets and related Purchased Items should any of the Transactions be deemed to be loans, and same shall have been duly executed and appropriately filed or recorded in each office of each jurisdiction in which such filings and recordations are required to perfect such first-priority security interest.
(c) Buyer shall have determined that it has satisfactorily completed its due diligence review of Seller’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
(d) Guarantor and Seller shall have provided evidence, satisfactory to Buyer, that each of Seller and Guarantor has all of its Approvals and such Approvals are in good standing.
Appears in 1 contract
Samples: Master Repurchase Agreement (Home Point Capital Inc.)
Initial Transaction. As conditions precedent to Buyer considering whether to enter into the initial Transaction hereunder:
(a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer:
(i) each of the Principal Agreements duly executed by each party thereto and in full force and effect, free of any modification, breach or waiver;
(ii) an opinion of Seller’s, Parent Guarantor’s and Guarantor’s counsel as to such matters as Buyer may reasonably request, including, without limitation, with respect to Buyer’s first priority lien on and perfected security interest in the Purchased Assets and Purchased Items; a non-contravention, enforceability and corporate opinion with respect to Seller, Parent Guarantor and Guarantor (including, without limitation, with respect to the Electronic Tracking Agreement, and if applicable, any Joint Securities Account Control Agreement, any Joint Account Control Agreement, any Escrow Agreement and any Intercreditor Agreement); an opinion with respect to the inapplicability of the Investment Company Act of 1940 and the “Xxxxxxx Rule” (Section 619 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act), with respect to Seller; and a Bankruptcy Code opinion with respect to the matters outlined in Section 14.18(a), each in form and substance acceptable to Buyer;
(iii) a Power of Attorney duly executed by Xxxxxx Seller and Guarantor and notarized;
(iv) a certified copy of (a) Seller’s certificate of formation and Seller Limited Liability Company Agreement, (b) Guarantor’s certificate of formation and operating agreement and (c) Parent Guarantor’s certificate of incorporation and operating agreement, and, if required by Buyer, a certificate of good standing issued by the appropriate official in Seller’s, Parent Guarantor’s and Guarantor’s applicable jurisdiction of organization, in each case, dated no less recently than fourteen (14) days prior to the Effective Date;
(v) one or more certificates of Seller’s, Parent Guarantor’s and Guarantor’s corporate secretary as to the incumbency and authenticity of the signatures of the officers of Seller, Parent Guarantor and Guarantor executing the Principal Agreements and the resolutions of the board of directors of Seller, Parent Guarantor and Guarantor (or their respective equivalent governing body or Person);
(vi) independently audited financial statements of Parent Guarantor (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Buyer, together with an auditor’s opinion that is unqualified or otherwise is consented to in writing by Buyer;
(vii) interim financial statements of Parent Guarantor (and its Subsidiaries, on a consolidated basis) covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(viii) copies of Guarantor’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Buyer, showing compliance by Guarantor with Section 9.8;
(ix) [Reserved];
(x) a copy of the Underwriting Guidelines;
(xi) any Draw Fee, Exit Fee and any other fees then due and owing under this Agreement and the Transactions Terms Letter; and
(xii) the Participation Certificate registered in the name of Buyer.
(b) Buyer shall have determined that it has received satisfactory evidence that the appropriate Uniform Commercial Code Financing Statements (UCC-1) and/or such other instruments as may be necessary in order to create in favor of Buyer, a perfected first- priority security interest in the Purchased Assets and related Purchased Items should any of the Transactions be deemed to be loans, and same shall have been duly executed and appropriately filed or recorded in each office of each jurisdiction in which such filings and recordations are required to perfect such first-priority security interest.
(c) Buyer shall have determined that it has satisfactorily completed its due diligence review of Seller’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
(d) Guarantor and Seller shall have provided evidence, satisfactory to Buyer, that each of Seller and Guarantor has all of its Approvals and such Approvals are in good standing.
Appears in 1 contract
Initial Transaction. As conditions precedent to Buyer considering whether to enter into the initial Transaction hereunder:
(a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer:
(i) each of the Principal Agreements duly executed by each party thereto and in full force and effect, free of any modification, breach or waiver;
(ii) an opinion of Seller’s, Parent Guarantor’s and Guarantor’s counsel as to such matters as Buyer may reasonably request, including, without limitation, with respect to Buyer’s first priority lien on and perfected security interest in the Purchased Assets and Purchased Items; a non-contravention, enforceability and corporate opinion with respect to SellerSeller and each Guarantor, Parent Guarantor and Guarantor (including, without limitation, with respect to the Electronic Tracking Agreement, and if applicable, any Joint Securities Account Control Agreement, any Joint Account Control Agreement, any Escrow Agreement and any Intercreditor Agreement)any; an opinion with respect to the inapplicability of the Investment Company Act of 1940 to Seller and the “Xxxxxxx Rule” (Section 619 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act)each Guarantor, with respect to Sellerif any; and a Bankruptcy Code opinion with respect to the matters outlined in Section 14.18(a)14.19, each in form and substance acceptable to Buyer;
(iii) a Power of Attorney duly executed by Xxxxxx and Guarantor Seller and notarized;
(iv) a certified copy of (a) Seller’s certificate of formation and Seller Limited Liability Company Agreement, (b) Guarantor’s certificate of formation and operating agreement and (c) Parent Guarantor’s articles or certificate of incorporation and operating agreement, bylaws (or corresponding organizational documents if Seller is not a corporation) and, if required by Buyer, a certificate of good standing issued by the appropriate official in Seller’s, Parent Guarantor’s and Guarantor’s applicable jurisdiction of organization, in each case, dated no less recently than fourteen (14) days prior to the Effective Date;
(v) one or more certificates a certificate of Seller’s, Parent Guarantor’s and Guarantor’s corporate secretary secretary, substantially in the form of Exhibit C hereto, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Seller, Parent Guarantor and Guarantor Seller executing the Principal Agreements and the resolutions of the board of directors of Seller, Parent Guarantor and Guarantor Seller (or their respective its equivalent governing body or Person), substantially in the form of Exhibit D hereto;
(vi) independently audited financial statements of Parent Guarantor Seller (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Buyer, together with an auditor’s opinion that is unqualified or otherwise is consented to in writing by Buyer;
(vii) if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial statements of Parent Guarantor (and its Subsidiaries, on a consolidated basis) Seller covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(viii) financial statements of each of the Guarantor, if any, signed by them, dated no less recently than three (3) months prior to the date of the initial Transaction;
(ix) copies of GuarantorSeller’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Buyer, showing compliance by Guarantor Seller with Section 9.8;
(ix) [Reserved]9.9 below;
(x) if required by Buyer, a copy subordination agreement, in form and substance satisfactory to Buyer, executed by any Person which is, as of the Underwriting GuidelinesEffective Date, a creditor of Seller, including Guarantor and each Affiliate of Seller that is a creditor of Seller;
(xi) any Draw Fee, Exit an Acknowledgement of Confidentiality of Password Agreement in the form of Exhibit I hereto;
(xii) the Facility Fee and any other fees then due and owing under this Agreement and the Transactions Terms Letter;
(xiii) [reserved];
(xiv) a copy of Seller’s acquisition guidelines for Mortgage Loans in form and substance acceptable to Buyer in its sole discretion, as amended from time to time; and
(xiixv) the Participation Certificate registered in the name of Buyersuch other documents as Buyer or its counsel may reasonably request.
(b) Buyer shall have determined that it has received satisfactory evidence that the appropriate Uniform Commercial Code Financing Financial Statements (UCC-1) and/or such other instruments as may be necessary in order to create in favor of Buyer, a perfected first- priority security interest in the Purchased Assets and related Purchased Items should any of the Transactions be deemed to be loans, and same shall have been duly executed and appropriately filed or recorded in each office of each jurisdiction in which such filings and recordations recordation’s are required to perfect such first-priority security interest.
(c) Buyer shall have determined that it has satisfactorily completed its due diligence review of Seller’s operations, business, financial condition and underwriting and origination acquisition of Mortgage Loans.
(d) Guarantor and To the extent previously approved, Seller shall have provided evidence, satisfactory to Buyer, Buyer that each of Seller and Guarantor has all of its Approvals and such Approvals are in good standing.
Appears in 1 contract
Samples: Master Repurchase Agreement (Five Oaks Investment Corp.)
Initial Transaction. As conditions precedent to Buyer considering whether to enter into the initial Transaction hereunder:
(a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer:
(i) each of the Principal Agreements duly executed by each party thereto and in full force and effect, free of any modification, breach or waiver;
(ii) an opinion of Seller’s, Parent Guarantor’s and Guarantor’s counsel as to such matters as Buyer may reasonably request, including, without limitation, with respect to Buyer’s first priority lien on and perfected security interest in the Purchased Assets and Purchased Items; a non-contravention, enforceability and corporate opinion with respect to Seller, Parent Guarantor and Guarantor (including, without limitation, with respect to the Electronic Tracking Agreement, and if applicable, any Joint Securities Account Control Agreement, any Joint Account Control Agreement, any Escrow Agreement and any Intercreditor Agreement); an opinion with respect to the inapplicability of the Investment Company Act of 1940 and the “Xxxxxxx Rule” (Section 619 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act), with respect to Seller; and a Bankruptcy Code opinion with respect to the matters outlined in Section 14.18(a)14.19, each in form and substance acceptable to Buyer;
(iii) a Power of Attorney duly executed by Xxxxxx and Guarantor Seller and notarized;
(iv) a certified copy of (a) Seller’s certificate of formation and Seller Limited Liability Company Agreement, (b) Guarantor’s certificate of formation and operating agreement and (c) Parent Guarantor’s articles or certificate of incorporation and operating agreement, bylaws (or corresponding organizational documents if Seller is not a corporation) and, if required by Buyer, a certificate of good standing issued by the appropriate official in Seller’s, Parent Guarantor’s and Guarantor’s applicable jurisdiction of organization, in each case, dated no less recently than fourteen (14) days prior to the Effective Date;
(v) one or more certificates a certificate of Seller’s, Parent Guarantor’s and Guarantor’s corporate secretary secretary, substantially in the form of Exhibit C hereto, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Seller, Parent Guarantor and Guarantor Seller executing the Principal Agreements and the resolutions of the board of directors of Seller, Parent Guarantor and Guarantor Seller (or their respective its equivalent governing body or Person), substantially in the form of Exhibit D hereto;
(vi) independently audited financial statements of Parent Guarantor Seller (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Buyer, together with an auditor’s opinion that is unqualified or otherwise is consented to in writing by Buyer;
(vii) if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial statements of Parent Guarantor (and its Subsidiaries, on a consolidated basis) Seller covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(viii) copies of GuarantorSeller’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Buyer, showing compliance by Guarantor Seller with Section 9.89.9 below;
(ix) [Reserved]if required by Buyer, a subordination agreement, in form and substance satisfactory to Buyer, executed by any Person which is, as of the Effective Date, a creditor of Seller, including each Affiliate of Seller that is a creditor of Seller;
(x) a copy an Acknowledgement of Confidentiality of Password Agreement in the Underwriting Guidelinesform of Exhibit I hereto;
(xi) any Draw Fee, Exit the Facility Fee and any other fees then due and owing under this Agreement and the Transactions Terms Letter;
(xii) reserved;
(xiii) a copy of Seller’s underwriting guidelines for Mortgage Loans in form and substance acceptable to Buyer in its sole discretion, as amended from time to time; and
(xiixiv) the Participation Certificate registered in the name of Buyersuch other documents as Buyer or its counsel may reasonably request.
(b) Buyer shall have determined that it has received satisfactory evidence that the appropriate Uniform Commercial Code Financing Financial Statements (UCC-1) and/or such other instruments as may be necessary in order to create in favor of Buyer, a perfected first- priority security interest in the Purchased Assets and related Purchased Items should any of the Transactions be deemed to be loans, and same shall have been duly executed and appropriately filed or recorded in each office of each jurisdiction in which such filings and recordations recordation’s are required to perfect such first-priority security interest.
(c) Buyer shall have determined that it has satisfactorily completed its due diligence review of Seller’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
(d) Guarantor and Seller shall have provided evidence, satisfactory to Buyer, that each of Seller and Guarantor has all of its Approvals and such Approvals are in good standing.
Appears in 1 contract
Samples: Master Repurchase Agreement (Caliber Home Loans, Inc.)
Initial Transaction. As conditions precedent to Buyer Administrative Agent on behalf of Buyers considering whether to enter into the initial Transaction hereunder:
(a) Seller shall have delivered to BuyerAdministrative Agent, in form and substance satisfactory to BuyerAdministrative Agent:
(i) each of the Principal Agreements duly executed by each party thereto and in full force and effect, free of any modification, breach or waiver;
(ii) an opinion of Seller’s, Parent Guarantor’s and Guarantor’s counsel as to such matters as Buyer Administrative Agent may reasonably request, including, without limitation, with respect to BuyerAdministrative Agent’s (on behalf of Buyers) first priority lien on and perfected security interest in the Purchased Assets and Purchased Items; a non-contravention, enforceability and corporate opinion with respect to SellerSeller and each Guarantor, Parent Guarantor and Guarantor (including, without limitation, with respect to the Electronic Tracking Agreement, and if applicable, any Joint Securities Account Control Agreement, any Joint Account Control Agreement, any Escrow Agreement and any Intercreditor Agreement)any; an opinion with respect to the inapplicability of the Investment Company Act of 1940 to Seller and the “Xxxxxxx Rule” (Section 619 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act), with respect to Sellereach Guarantor; and a Bankruptcy Code opinion with respect to the matters outlined in Section 14.18(a)18.18, each in form and substance acceptable to BuyerAdministrative Agent; provided that in-house counsel of Seller may provide such opinions regarding non-contravention of material contracts and the absence of material litigation;
(iii) a Power of Attorney duly executed by Xxxxxx and Guarantor Seller and notarized;
(iv) a certified copy of (a) Seller’s certificate of formation and Seller Limited Liability Company Agreement, (b) Guarantor’s certificate of formation and operating agreement and (c) Parent Guarantor’s articles or certificate of incorporation and operating agreement, bylaws (or corresponding organizational documents if Seller is not a corporation) and, if required by BuyerAdministrative Agent, a certificate of good standing issued by the appropriate official in Seller’s, Parent Guarantor’s and Guarantor’s applicable jurisdiction of organization, in each case, dated no less recently than fourteen (14) days prior to the Effective Date;
(v) one or more certificates a certificate of Seller’s, Parent Guarantor’s and Guarantor’s corporate secretary secretary, substantially in the form of Exhibit C hereto, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Seller, Parent Guarantor and Guarantor Seller executing the Principal Agreements and the resolutions of the board of directors of Seller, Parent Guarantor and Guarantor Seller (or their respective its equivalent governing body or Person), substantially in form and substance acceptable to Administrative Agent;
(vi) independently audited financial statements of Parent Seller and Guarantor (and as to each, its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to BuyerAdministrative Agent, together with an auditor’s opinion that is unqualified or otherwise is consented to in writing by BuyerAdministrative Agent;
(vii) if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial statements of Parent Seller and Guarantor (and its Subsidiaries, on a consolidated basis) covering the period from the first day of the current fiscal year to the last day of the most recently ended monthavailable month end;
(viii) copies evidence that Administrative Agent for the benefit of GuarantorBuyers has been named as a loss payee under Seller’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policiespolicy, all in form and content satisfactory to BuyerAdministrative Agent, showing compliance by Guarantor Seller with Section 9.89.4 below;
(ix) [Reservedreserved];
(x) a copy an Acknowledgement of Confidentiality of Password Agreement in the Underwriting Guidelinesform of Exhibit I hereto;
(xi) any Draw Fee, Exit the Commitment Fee and any other fees then due and owing under this Agreement the Fee Letter and the Transactions Terms Letter;
(xii) [reserved];
(xiii) a copy of Seller’s Underwriting Guidelines for Mortgage Loans in form and substance acceptable to Administrative Agent and each Buyer; and
(xiixiv) the Participation Certificate registered in the name of Buyersuch other documents as Administrative Agent or its counsel may reasonably request.
(b) Buyer Administrative Agent shall have determined that it has received satisfactory evidence that the appropriate Uniform Commercial Code Financing Statements (UCC-1UCC-1 and/or UCC-3, as applicable) and/or such other instruments as may be necessary in order to create in favor of BuyerAdministrative Agent (on behalf of Buyers), a perfected first- priority security interest in the Purchased Assets and related Purchased Items should any of the Transactions be deemed to be loans, and same shall have been duly executed and appropriately filed or recorded in each office of each jurisdiction in which such filings and recordations recordation’s are required to perfect such first-priority security interest.
(c) Administrative Agent and each Buyer shall have determined that it has satisfactorily completed its due diligence review of Seller’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
(d) Guarantor and Seller shall have provided evidence, satisfactory to Buyer, Administrative Agent that each of Seller and Guarantor has all of its Approvals and such Approvals are in good standing.
(e) The Administrative Agent and Buyers, as applicable, have completed all “Know Your Customer” requirements for Seller and Guarantor.
Appears in 1 contract
Samples: Master Repurchase Agreement (Pennymac Financial Services, Inc.)
Initial Transaction. As conditions precedent to Buyer considering whether to enter into the initial Transaction hereunder:
(a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer:
(i) each of the Principal Agreements duly executed by each party thereto and in full force and effect, free of any modification, breach or waiver;
(ii) an opinion of Seller’s, Parent Guarantor’s and Guarantor’s counsel as to such matters as Buyer may reasonably request, including, without limitation, with respect to Buyer’s first priority lien on and perfected security interest in the Purchased Assets and Purchased Items; a non-contravention, enforceability and corporate opinion with respect to Seller, Parent Guarantor ; and Guarantor (including, without limitation, with respect to the Electronic Tracking Agreement, and if applicable, any Joint Securities Account Control Agreement, any Joint Account Control Agreement, any Escrow Agreement and any Intercreditor Agreement); an opinion with respect to the inapplicability of the Investment Company Act of 1940 and the “Xxxxxxx Rule” (Section 619 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act), with respect to Seller; and a Bankruptcy Code opinion with respect to the matters outlined in Section 14.18(a), each in form and substance acceptable to Buyer;
(iii) a Power of Attorney duly executed by Xxxxxx and Guarantor Seller and notarized;
(iv) a certified copy of (a) Seller’s certificate of formation and Seller Limited Liability Company Agreement, (b) Guarantor’s certificate of formation and operating agreement and (c) Parent Guarantor’s articles or certificate of incorporation and operating agreement, bylaws (or corresponding organizational documents if Seller is not a corporation) and, if required by Buyer, a certificate of good standing issued by the appropriate official in Seller’s, Parent Guarantor’s and Guarantor’s applicable jurisdiction of organization, in each case, dated no less recently than fourteen (14) days prior to the Effective Date;
(v) one or more certificates a certificate of Seller’s, Parent Guarantor’s and Guarantor’s corporate secretary secretary, substantially in the form of Exhibit C hereto, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Seller, Parent Guarantor and Guarantor Seller executing the Principal Agreements and the resolutions of the board of directors of Seller, Parent Guarantor and Guarantor Seller (or their respective its equivalent governing body or Person), substantially in the form of Exhibit D hereto;
(vi) independently audited financial statements of Parent Guarantor Seller (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Buyer, together with an auditor’s opinion that is unqualified or otherwise is consented to in writing by Buyer;
(vii) if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial statements of Parent Guarantor (and its Subsidiaries, on a consolidated basis) Seller covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(viii) [Reserved];
(ix) copies of GuarantorSeller’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Buyer, showing compliance by Guarantor Seller with Section 9.89.9 below;
(ixx) if required by Buyer, a subordination agreement, in form and substance satisfactory to Buyer, executed by any Person which is, as of the Effective Date, a creditor of Seller, including each Affiliate of Seller that is a creditor of Seller;
(xi) an Acknowledgement of Confidentiality of Password Agreement in the form of Exhibit I hereto;
(xii) any fees then due and owing under the Transactions Terms Letter;
(xiii) [Reserved];
(xxiv) a copy of the Underwriting Guidelines;
(xi) any Draw FeeSeller’s underwriting guidelines for Mortgage Loans in form and substance acceptable to Buyer in its sole discretion, Exit Fee and any other fees then due and owing under this Agreement and the Transactions Terms Letteras amended from time to time; and
(xiixv) the Participation Certificate registered in the name of Buyersuch other documents as Buyer or its counsel may reasonably request.
(b) Buyer shall have determined that it has received satisfactory evidence that the appropriate Uniform Commercial Code Financing Financial Statements (UCC-1) and/or such other instruments as may be necessary in order to create in favor of Buyer, a perfected first- first-priority security interest in the Purchased Assets and related Purchased Items should any of the Transactions be deemed to be loans, and same shall have been duly executed and appropriately filed or recorded in each office of each jurisdiction in which such filings and recordations recordation’s are required to perfect such first-priority security interest.
(c) Buyer shall have determined that it has satisfactorily completed its due diligence review of Seller’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
(d) Guarantor and Seller shall have provided evidence, satisfactory to Buyer, that each of Seller and Guarantor has all of its Approvals and such Approvals are in good standing.
Appears in 1 contract
Initial Transaction. As conditions precedent to Buyer considering whether to enter into the initial Transaction hereunder:
(a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer:
(i) each of the Principal Agreements duly executed by each party thereto and in full force and effect, free of any modification, breach or waiver;
(ii) an opinion of Seller’s, Parent Guarantor’s and Guarantor’s counsel as to such matters as Buyer may reasonably request, including, without limitation, with respect to Buyer’s first priority lien on and perfected security interest in the Purchased Assets and Purchased Items; a non-contravention, enforceability and corporate opinion with respect to Seller, Parent Guarantor and Guarantor (including, without limitation, with respect to the Electronic Tracking Agreement, and if applicable, any Joint Securities Account Control Agreement, any Joint Account Control Agreement, any Escrow Agreement and any Intercreditor Agreement); an opinion with respect to the inapplicability of the Investment Company Act of 1940 and the “Xxxxxxx Rule” (Section 619 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act), with respect to Seller; and a Bankruptcy Code opinion with respect to the matters outlined in Section 14.18(a)14.19, each in form and substance acceptable to Buyer;
(iii) a Power of Attorney duly executed by Xxxxxx Seller and Guarantor notarized (it being understood that Buyer shall not exercise such Power of Attorney prior to the occurrence and notarizedcontinuance of an Event of Default);
(iv) a certified copy of (a) Seller’s certificate of formation and Seller Limited Liability Company Agreement, (b) Guarantor’s certificate of formation and operating agreement and (c) Parent Guarantor’s articles or certificate of incorporation and operating agreement, bylaws (or corresponding organizational documents if Seller is not a corporation) and, if required by Buyer, a certificate of good standing issued by the appropriate official in Seller’s, Parent Guarantor’s and Guarantor’s applicable jurisdiction of organization, in each case, dated no less recently than fourteen one (141) days month prior to the Effective Date;
(v) one or more certificates a certificate of Seller’s, Parent Guarantor’s dated as of the Effective Date, in form and Guarantor’s corporate secretary substance acceptable to Buyer as to the incumbency and authenticity of the signatures of the officers of Seller, Parent Guarantor and Guarantor Seller executing the Principal Agreements and the resolutions of the board of directors of Seller, Parent Guarantor and Guarantor Seller (or their respective its equivalent governing body or Person)) in form and substance acceptable to Buyer;
(vi) independently audited financial statements of Parent Guarantor Seller (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Buyer, together with an auditor’s opinion that is unqualified or otherwise is consented to in writing by Buyer;
(vii) if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial statements of Parent Guarantor (and its Subsidiaries, on a consolidated basis) Seller covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(viii) the Servicing Agreement duly executed by each Servicer and Seller and a Servicer Notice duly executed by each Servicer shall have been delivered to Buyer;
(ix) copies of GuarantorSeller’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Buyer, showing compliance by Guarantor Seller with Section 9.8;
(ix) [Reserved]9.9 below;
(x) if required by Buyer, a copy subordination agreement, in form and substance satisfactory to Buyer, executed by any Person which is, as of the Underwriting GuidelinesEffective Date, a creditor of Seller, including each Affiliate of Seller that is a creditor of Seller;
(xi) any Draw Fee, Exit an Acknowledgement of Confidentiality of Password Agreement in the form of Exhibit I hereto;
(xii) the Facility Fee and any other fees then due and owing under this Agreement and the Transactions Terms Letter;
(xiii) [reserved];
(xiv) a copy of Seller’s underwriting guidelines for Mortgage Loans in form and substance acceptable to Buyer in its sole discretion, as amended from time to time; and
(xiixv) the Participation Certificate registered in the name of Buyersuch other documents as Buyer or its counsel may reasonably request.
(b) Buyer shall have determined that it has received satisfactory evidence that the appropriate Uniform Commercial Code Financing Financial Statements (UCC-1) and/or such other instruments as may be necessary in order to create in favor of Buyer, a perfected first- priority security interest in the Purchased Assets and related Purchased Items should any of the Transactions be deemed to be loans, and same shall have been duly executed and appropriately filed or recorded in each office of each jurisdiction in which such filings and recordations recordation’s are required to perfect such first-priority security interest.
(c) Buyer shall have determined that it has satisfactorily completed its due diligence review of Seller’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
(d) Guarantor and Seller shall have provided evidence, satisfactory to Buyer, that each of Seller and Guarantor has all of its Approvals Approvals, as applicable, and such Approvals are in good standing; and
(e) Seller shall deliver to Buyer an Intercreditor Agreement signed by each creditor that provides warehouse lines of credit, repurchase facilities or similar mortgage finance arrangements to Seller.
Appears in 1 contract
Initial Transaction. As conditions precedent to Buyer considering whether to enter into the initial Transaction hereunder:
(a) Seller Guild Parties shall have delivered to Buyer, in form and substance satisfactory to Buyer:
(i) each of the Principal Agreements duly executed by each party thereto and in full force and effect, free of any modification, breach or waiver;
(ii) an opinion of Seller’s, Parent Guarantor’s and Guarantor’s Guild Parties’ counsel as to such matters as Buyer may reasonably request, including, without limitation, with respect to Buyer’s first priority lien on and perfected security interest in the Purchased Assets and Purchased Items; a non-contravention, enforceability and corporate opinion with respect to Seller, Parent Guarantor and Guarantor (including, without limitation, with respect to the Electronic Tracking Agreement, and if applicable, any Joint Securities Account Control Agreement, any Joint Account Control Agreement, any Escrow Agreement and any Intercreditor Agreement)each Guild Party; an opinion with respect to the inapplicability of the Investment Company Act of 1940 and the “Xxxxxxx Rule” (Section 619 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act), with respect to Sellereach Guild Party; and a Bankruptcy Code opinion with respect to the matters outlined in Section 14.18(a)14.19, each in form and substance acceptable to Buyer;
(iii) a Power of Attorney duly executed by Xxxxxx and Guarantor each Guild Party and notarized;
(iv) a certified copy of (a) Seller’s certificate of formation and Seller Limited Liability Company Agreement, (b) Guarantor’s certificate of formation and operating agreement and (c) Parent Guarantor’s articles or certificate of incorporation and operating agreement, bylaws (or corresponding organizational documents if Seller is not a corporation) and, if required by Buyer, a certificate of good standing issued by the appropriate official in Seller’s, Parent Guarantor’s and Guarantor’s applicable jurisdiction of organization, in each case, dated no less recently than fourteen (14) days prior to the Effective Datedate hereof;
(v) one or more certificates a certificate of Seller’s, Parent Guarantor’s and Guarantor’s corporate secretary secretary, substantially in the form of Exhibit C hereto, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Seller, Parent Guarantor and Guarantor Seller executing the Principal Agreements and the resolutions of the board of directors of Seller, Parent Guarantor and Guarantor each Guild Party (or their respective its equivalent governing body or Person), substantially in the form of Exhibit D hereto;
(vi) independently audited financial statements of Parent Guarantor Guild Parties (and its their respective Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Buyer, together with an auditor’s opinion that is unqualified or otherwise is consented to in writing by Buyer;
(vii) if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial statements of Parent Guarantor (and its Subsidiaries, on a consolidated basis) Guild Parties covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(viii) [reserved];
(ix) copies of Guarantor’s Guild Parties’ errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Buyer, showing compliance by Guarantor Seller with Section 9.8;
(ix) [Reserved]9.9 below;
(x) if required by Buyer, a copy subordination agreement, in form and substance satisfactory to Buyer, executed by any Person which is, as of the Underwriting GuidelinesEffective Date, a creditor of Seller, including each Affiliate of Seller that is a creditor of Seller;
(xi) any Draw Fee, Exit an Acknowledgement of Confidentiality of Password Agreement in the form of Exhibit I hereto;
(xii) the Facility Fee and any other fees then due and owing under this Agreement and the Transactions Transaction Terms Letter; and;
(xiixiii) the Participation Certificate re-registered in the name of the Buyer;
(xiv) a Servicer Notice, if applicable;
(xv) if so requested by Buyer, the Control Agreement in a form reasonably satisfactory to Buyer duly executed by Seller and the related Eligible Bank;
(xvi) if required, a Servicing Agreement signed by the Servicer and Guild Parties;
(xvii) if requested by Buyer, a copy of Guild Parties’ underwriting guidelines for Mortgage Loans in form and substance acceptable to Buyer in its sole discretion, as amended from time to time; and
(xviii) such other documents as Buyer or its counsel may reasonably request.
(b) Buyer shall have determined that it has received satisfactory evidence that the appropriate Uniform Commercial Code Financing Statements (UCC-1) and/or such other instruments as may be necessary in order to create in favor of Buyer, a perfected first- first-priority security interest in the Purchased Assets and related Purchased Items and other Underlying Asset Collateral should any of the Transactions be deemed to be loans, and same shall have been duly executed and appropriately filed or recorded in each office of each jurisdiction in which such filings and recordations are required to perfect such first-priority security interest.
(c) Buyer shall have determined that it has satisfactorily completed its due diligence review of Seller’s Guild Parties’ operations, business, financial condition and underwriting and origination of Mortgage Loans.
(d) Guarantor and Seller Guild Parties shall have provided evidence, satisfactory to Buyer, that each of Seller and Guarantor has Guild Parties have all of its Approvals and such Approvals are in good standing.
Appears in 1 contract
Initial Transaction. As conditions precedent to Buyer considering whether to enter into the initial Transaction hereunder:
(a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer:
(i) each of the Principal Agreements duly executed by each party thereto and in full force and effect, free of any modification, breach or waiver;
(ii) an opinion of Seller’s, Parent Guarantor’s and Guarantor’s counsel as to such matters as Buyer may reasonably request, including, without limitation, with respect to Buyer’s first priority lien on and perfected security interest in the Purchased Assets and Purchased Items; a non-contravention, enforceability and corporate opinion with respect to Seller, Parent Guarantor and Guarantor (including, without limitation, with respect to the Electronic Tracking Agreement, and if applicable, any Joint Securities Account Control Agreement, any Joint Account Control Agreement, any Escrow Agreement and any Intercreditor Agreement); an opinion with respect to the inapplicability of the Investment Company Act of 1940 and the “Xxxxxxx Rule” (Section 619 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act), with respect to Seller; and a Bankruptcy Code opinion with respect to the matters outlined in Section 14.18(a)14.19, each in form and substance acceptable to Buyer;
(iii) a Power of Attorney duly executed by Xxxxxx and Guarantor Seller and notarized;
(iv) a certified copy of (a) Seller’s certificate of formation and Seller Limited Liability Company Agreement, (b) Guarantor’s certificate of formation and operating agreement and (c) Parent Guarantor’s articles or certificate of incorporation and operating agreement, bylaws (or corresponding organizational documents if Seller is not a corporation) and, if required by Buyer, a certificate of good standing issued by the appropriate official in Seller’s, Parent Guarantor’s and Guarantor’s applicable jurisdiction of organization, in each case, dated no less recently than fourteen thirty (1430) days prior to the Effective Date;
(v) one or more certificates a certificate of Seller’s, Parent Guarantor’s and Guarantor’s corporate secretary or general counsel, substantially in the form of Exhibit C hereto, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Seller, Parent Guarantor and Guarantor Seller executing the Principal Agreements and the resolutions of the board of directors of Seller, Parent Guarantor and Guarantor Seller (or their respective its equivalent governing body or Person)) in form and substance reasonably acceptable to Buyer;
(vi) independently audited financial statements of Parent Guarantor Seller (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Buyer, together with an auditor’s opinion that is unqualified or otherwise is consented to in writing by Buyer;
(vii) if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial statements of Parent Guarantor (and its Subsidiaries, on a consolidated basis) Seller covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(viii) copies a letter of Guarantorgood standing from a title insurance company with respect to Title Source, Inc. in form and substance acceptable to Buyer;
(ix) certificates of insurance evidencing Seller’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Buyerpolicy, showing compliance by Guarantor Seller with Section 9.8;
(ix) [Reserved]9.9 below;
(x) a copy duly executed Assignment of the Underwriting GuidelinesClosing Protection Letter in those cases where a Closing Protection Letter is required;
(xi) an Acknowledgement of Confidentiality of Password Agreement in the form of Exhibit I hereto;
(xii) any Draw Fee, Exit Fee and any other fees then due and owing under this Agreement and the Transactions Terms Letter; and
(xiixiii) the Participation Certificate registered a copy of Seller’s underwriting guidelines for Mortgage Loans in the name of Buyerform and substance acceptable to Buyer in its sole discretion, as amended from time to time.
(b) Buyer shall have determined that it has received satisfactory evidence that the appropriate Uniform Commercial Code Financing Financial Statements (UCC-1) and/or such other instruments as may be necessary in order to create in favor of Buyer, a perfected first- priority security interest in the Purchased Assets and related Purchased Items should any of the Transactions be deemed to be loans, and same shall have been duly executed and appropriately filed or recorded in each office of each jurisdiction in which such filings and recordations recordation’s are required to perfect such first-priority security interest.
(c) Buyer shall have determined that it has satisfactorily completed its due diligence review of Seller’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
(d) Guarantor and Seller shall have provided evidence, satisfactory to Buyer, Buyer that each of Seller and Guarantor has all of its Approvals and such Approvals are in good standing.
Appears in 1 contract
Samples: Master Repurchase Agreement (Rocket Companies, Inc.)
Initial Transaction. As conditions precedent to Buyer considering whether to enter into the initial Transaction hereunder:
(a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer:
(i) each of the Principal Agreements duly executed by each party thereto and in full force and effect, free of any modification, breach or waiver;
(ii) an opinion of Seller’s, Parent Guarantor’s and Guarantor’s counsel as to such matters as Buyer may reasonably request, including, without limitation, with respect to Buyer’s first priority lien on and perfected security interest in the Purchased Assets and Purchased Items; a non-contravention, enforceability and corporate opinion with respect to Seller, Parent Guarantor and Guarantor Seller (including, without limitation, with respect to the Electronic Tracking Joint Securities Agreement, and if applicable, any Joint Securities Account Control Agreement, any Joint Account Control Agreement, any Escrow Agreement Intercreditor Agreement, and any Intercreditor Electronic Tracking Agreement); an opinion with respect to the inapplicability of the Investment Company Act of 1940 and the “Xxxxxxx Rule” (Section 619 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act)1940, with respect to Seller; and a Bankruptcy Code opinion with respect to the matters outlined in Section 14.18(a)14.18, each in form and substance acceptable to Buyer;
(iii) a Power of Attorney duly executed by Xxxxxx and Guarantor Seller and notarized;
(iv) a certified copy of (a) Seller’s certificate of formation and Seller Limited Liability Company Agreement, (b) Guarantor’s certificate of formation and operating agreement and (c) Parent Guarantor’s certificate of incorporation and operating agreement, agreement (or corresponding organizational documents if Seller is not a corporation) and, if required by Buyer, a certificate of good standing issued by the appropriate official in Seller’s, Parent Guarantor’s and Guarantor’s applicable jurisdiction of organization, in each case, dated no less recently than fourteen (14) days prior to the Effective Date;
(v) one or more certificates of Seller’s, Parent Guarantor’s and Guarantor’s corporate secretary as to the incumbency and authenticity of the signatures of the officers of Seller, Parent Guarantor and Guarantor Seller executing the Principal Agreements and the resolutions of the board of directors of Seller, Parent Guarantor and Guarantor Seller (or their respective its equivalent governing body or Person);
(vi) independently audited financial statements of Parent Guarantor Seller (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Buyer, together with an auditor’s opinion that is unqualified or otherwise is consented to in writing by Buyer;
(vii) interim financial statements of Parent Guarantor Seller (and its Subsidiaries, on a consolidated basis) covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(viii) copies of GuarantorSeller’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Buyer, showing compliance by Guarantor Seller with Section 9.8;
(ix) [Reserved]if required by Buyer, a subordination agreement, in form and substance satisfactory to Buyer, executed by any Person which is, as of the Effective Date, a creditor of Seller, including each Affiliate of Seller that is a creditor of Seller;
(x) a copy of the Underwriting Guidelines;
(xi) any Draw Fee, Exit Fee and any other fees then due and owing under this Agreement and the Transactions Terms Letter; and
(xiixi) the Participation Certificate registered in the name a copy of BuyerSeller’s underwriting guidelines for Mortgage Loans, as amended from time to time.
(b) Buyer shall have determined that it has received satisfactory evidence that the appropriate Uniform Commercial Code Financing Statements (UCC-1) and/or such other instruments as may be necessary in order to create in favor of Buyer, a perfected first- priority security interest in the Purchased Assets and related Purchased Items should any of the Transactions be deemed to be loans, and same shall have been duly executed and appropriately filed or recorded in each office of each jurisdiction in which such filings and recordations are required to perfect such first-priority security interest.
(c) Buyer shall have determined that it has satisfactorily completed its due diligence review of Seller’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
(d) Guarantor and Seller shall have provided evidence, satisfactory to Buyer, that each of Seller and Guarantor has all of its Approvals and such Approvals are in good standing.
Appears in 1 contract
Samples: Master Repurchase Agreement (Caliber Home Loans, Inc.)
Initial Transaction. As conditions precedent to Buyer considering whether to enter into the initial Transaction hereunder:
(a) Seller shall have delivered to Buyer, in form and substance reasonably satisfactory to Buyer:
(i) each of the Principal Agreements duly executed by each party thereto and in full force and effect, free of any modification, breach or waiver;
(ii) an opinion of Seller’s, Parent Guarantor’s and Guarantor’s counsel as to such matters as Buyer may reasonably request, including, without limitation, with respect to Buyer’s first priority lien on and perfected security interest in the Purchased Assets and Purchased Items; a non-contravention, enforceability and corporate opinion with respect to Seller, Parent Guarantor Seller and Guarantor (including, without limitation, with respect to the Electronic Tracking Agreement, and if applicable, any Joint Securities Account Control Agreement Escrow Agreement, any Joint Account Control Intercreditor Agreement, any Escrow Agreement and any Intercreditor Electronic Tracking Agreement); an opinion with respect to the inapplicability of the Investment Company Act of 1940 and the “Xxxxxxx Rule” (Section 619 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act), with respect to Seller; and a Bankruptcy Code opinion with respect to the matters outlined in Section 14.18(a14.17(a), each in form and substance acceptable to Buyer;
(iii) a Power of Attorney duly executed by Xxxxxx Seller and Guarantor and notarized;
(iv) a certified copy of (a) Seller’s certificate of formation and Seller Limited Liability Company Agreement, Agreement and (b) Guarantor’s certificate of formation and operating agreement and (c) Parent Guarantor’s certificate of incorporation and operating agreement, and, if required by Buyer, a certificate of good standing issued by the appropriate official in Seller’s, Parent Guarantor’s and Guarantor’s applicable jurisdiction of organization, in each case, dated no less recently than fourteen (14) days prior to the Effective Date;
(v) one or more certificates of Seller’s, Parent Guarantor’s and Guarantor’s corporate secretary as to the incumbency and authenticity of the signatures of the officers of Seller, Parent Guarantor Seller and Guarantor executing the Principal Agreements and the resolutions of the board of directors of Seller, Parent Guarantor Seller and Guarantor (or their respective equivalent governing body or Person);
(vi) independently audited the financial statements of Parent Guarantor (described in Section 8.1(f) and its Subsidiaries, on a consolidated basis) for each of shall be satisfied with the two (2) fiscal years most recently ended (if available), containing a balance sheet form and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Buyer, together with an auditor’s opinion that is unqualified or otherwise is consented to in writing by Buyersubstance thereof;
(vii) interim financial statements of Parent Guarantor (and its Subsidiaries, on a consolidated basis) covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(viii) copies of Guarantor’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Buyer, showing compliance by Guarantor with Section 9.8;
(viii) any other fees then due and owing under this Agreement and the Transactions Terms Letter;
(ix) [Reserved]a copy of Guarantor’s underwriting guidelines for Mortgage Loans;
(x) a copy of the Underwriting Guidelines;
(xi) any Draw Fee, Exit Fee and any other fees then due and owing under this Agreement and the Transactions Terms Letter; and
(xiixi) the Participation Certificate registered in the name of Buyer.
(b) Buyer shall have determined that it has received satisfactory evidence that the appropriate Uniform Commercial Code Financing Statements (UCC-1) and/or such other instruments as may be necessary in order to create in favor of Buyer, a perfected first- priority security interest in the Purchased Assets and related Purchased Items should any of the Transactions be deemed to be loans, and same shall have been duly executed and appropriately filed or recorded in each office of each jurisdiction in which such filings and recordations are required to perfect such first-priority security interest.
(c) Buyer shall have determined that it has satisfactorily completed its due diligence review of Seller’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
(d) Guarantor and Seller shall have provided evidence, satisfactory to Buyer, that each of Seller and Guarantor has all of its Approvals and such Approvals are in good standing.
Appears in 1 contract
Initial Transaction. As conditions precedent to Buyer considering whether to enter into the initial Transaction hereunder:
(a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer:
(i) each of the Principal Agreements duly executed by each party thereto and in full force and effect, free of any modification, breach or waiver;
(ii) an opinion of (i) Seller’s, Parent Guarantor’s and Guarantor’s in-house counsel as to such matters as Buyer may reasonably request, including, without limitation, with respect to Buyer’s first priority lien on corporate matters regarding Seller and perfected security interest in the Purchased Assets and Purchased Items; a non-contravention, enforceability and corporate opinion with respect to Seller, Parent Guarantor and Guarantor (including, without limitation, with respect to the Electronic Tracking AgreementGuarantor, and if applicable, any Joint Securities Account Control Agreement, any Joint Account Control Agreement, any Escrow Agreement and any Intercreditor Agreement); an opinion with respect to the inapplicability of the Investment Company Act of 1940 with respect to the Seller and Guaranty and the “Xxxxxxx Rule” (Section 619 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act), with respect to Seller; , in form and substance reasonably acceptable to Buyer, and (ii) Seller’s and Guarantor’s outside counsel with respect to enforceability matters regarding the Principal Agreements, Buyer’s perfected security interest in the Purchased Assets and Purchased Items, and a Bankruptcy Code opinion with respect to the matters outlined in Section 14.18(a), each in form and substance reasonably acceptable to Buyer;
(iii) a Power of Attorney duly executed by Xxxxxx Seller and Guarantor and notarized;
(iv) a certified copy of (a) Seller’s certificate of formation and Seller Limited Liability Company Agreement, Agreement and (b) Guarantor’s certificate of formation and operating agreement and (c) Parent Guarantor’s certificate of incorporation and operating agreement, bylaws and, if required by Buyer, a certificate of good standing issued by the appropriate official in Seller’s, Parent Guarantor’s and Guarantor’s applicable jurisdiction of organization, in each case, dated no less recently than fourteen (14) days prior to the Effective Date;
(v) one or more certificates of Seller’s, Parent Guarantor’s and Guarantor’s corporate secretary as to the incumbency and authenticity of the signatures of the officers of Seller, Parent Guarantor Seller and Guarantor executing the Principal Agreements and the resolutions of the board of directors of Seller, Parent Guarantor Seller and Guarantor (or their respective equivalent governing body or Person);
(vi) independently audited financial statements of Parent Guarantor (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Buyer, together with an auditor’s opinion that is unqualified or otherwise is consented to in writing by Buyer;
(vii) interim financial statements of Parent Guarantor (and its Subsidiaries, on a consolidated basis) covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(viii) copies of Guarantor’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Buyer, showing compliance by Guarantor with Section 9.8;
(ix) [Reserved]a copy of Guarantor’s underwriting guidelines for Mortgage Loans, as amended from time to time;
(x) a copy of the Underwriting Guidelines;
(xi) any Draw Fee, Exit Upfront Fee and any other fees then due and owing under this Agreement and the Transactions Terms Letter; and
(xiixi) the Participation Certificate registered in the name of Buyer.
(b) Buyer shall have determined that it has received satisfactory evidence that the appropriate Uniform Commercial Code Financing Statements (UCC-1) and/or such other instruments as may be necessary in order to create in favor of Buyer, a perfected first- priority security interest in the Purchased Assets and related Purchased Items should any of the Transactions be deemed to be loans, and same shall have been duly executed and appropriately filed or recorded in each office of each jurisdiction in which such filings and recordations are required to perfect such first-priority security interest.
(c) Buyer shall have determined that it has satisfactorily completed its due diligence review of Seller’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
(d) Guarantor and Seller shall have provided evidence, satisfactory to Buyer, that each of Seller and Guarantor has all of its Approvals and such Approvals are in good standing.
Appears in 1 contract
Samples: Master Repurchase Agreement (Caliber Home Loans, Inc.)
Initial Transaction. As conditions precedent to Buyer considering whether to enter into the initial Transaction hereunder, one or more of which may be waived in writing by Buyer in its sole discretion:
(a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer:
(i) each of the Principal Agreements duly executed by each party thereto and in full force and effect, free of any modification, breach or waiver;
(ii) an opinion of Seller’s, Parent Guarantor’s and Guarantor’s counsel as to such matters as Buyer may reasonably request, including, without limitation, with respect to Buyer’s first priority lien on and perfected security interest in the Purchased Assets and Purchased Items; a non-contravention, enforceability and corporate opinion with respect to SellerSeller and each Guarantor, Parent Guarantor and Guarantor (including, without limitation, with respect to the Electronic Tracking Agreement, and if applicable, any Joint Securities Account Control Agreement, any Joint Account Control Agreement, any Escrow Agreement and any Intercreditor Agreement)any; an opinion with respect to the inapplicability of the Investment Company Act of 1940 to Seller and the “Xxxxxxx Rule” (Section 619 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act)each Guarantor, with respect to Sellerif any; and a Bankruptcy Code opinion with respect to the matters outlined in Section 14.18(a)14.19, each in form and substance acceptable to Buyer;
(iii) a Power of Attorney duly executed by Xxxxxx and Guarantor Seller and notarized;
(iv) a certified copy of (a) Seller’s certificate of formation and Seller Limited Liability Company Agreement, (b) Guarantor’s certificate of formation and operating agreement and (c) Parent Guarantor’s articles or certificate of incorporation and operating agreement, bylaws (or corresponding organizational documents if Seller is not a corporation) and, if required by Buyer, a certificate of good standing issued by the appropriate official in Seller’s, Parent Guarantor’s and Guarantor’s applicable jurisdiction of organization, in each case, dated no less recently than fourteen (14) days prior to the Effective Date;
(v) one or more certificates a certificate of Seller’s, Parent Guarantor’s and Guarantor’s corporate secretary secretary, substantially in the form of Exhibit C hereto, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Seller, Parent Guarantor and Guarantor Seller executing the Principal Agreements and the resolutions of the board of directors of Seller, Parent Guarantor and Guarantor Seller (or their respective its equivalent governing body or Person), substantially in the form of Exhibit D hereto;
(vi) independently audited financial statements of Parent Guarantor Seller (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Buyer, together with an auditor’s opinion that is unqualified or otherwise is consented to in writing by Buyer;
(vii) if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial statements of Parent Guarantor (and its Subsidiaries, on a consolidated basis) Seller covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(viii) financial statements of each of the Guarantors, if any, signed by them, dated no less recently than three (3) months prior to the date of the initial Transaction;
(ix) copies of GuarantorSeller’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Buyer, showing compliance by Guarantor Seller with Section 9.8;
(ix) [Reserved]9.9 below;
(x) if required by Buyer, a copy subordination agreement, in form and substance satisfactory to Buyer, executed by any Person which is, as of the Underwriting GuidelinesEffective Date, a creditor of Seller, including each Guarantor and each Affiliate of Seller that is a creditor of Seller;
(xi) any Draw an Acknowledgement of Confidentiality of Password Agreement in the form of Exhibit I hereto;
(xii) the Facility Fee, Exit Commitment Fee and any other fees then due and owing under this Agreement and the Transactions Terms Letter;
(xiii) the Control Agreement in a form reasonably satisfactory to Buyer, duly executed by Seller and the related Eligible Bank;
(xiv) a copy of Seller’s underwriting guidelines for Mortgage Loans in form and substance acceptable to Buyer in its sole discretion, as amended from time to time; and
(xiixv) the Participation Certificate registered in the name of Buyersuch other documents as Buyer or its counsel may reasonably request.
(b) Buyer shall have determined that it has received satisfactory evidence that the appropriate Uniform Commercial Code Financing Financial Statements (UCC-1) and/or such other instruments as may be necessary in order to create in favor of Buyer, a perfected first- priority security interest in the Purchased Assets and related Purchased Items should any of the Transactions be deemed to be loans, and same shall have been duly executed and appropriately filed or recorded in each office of each jurisdiction in which such filings and recordations recordation’s are required to perfect such first-priority security interest.
(c) Buyer shall have determined that it has satisfactorily completed its due diligence review of Seller’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
(d) Guarantor and Seller shall have provided evidence, satisfactory to Buyer, that each of Seller and Guarantor has all of its Approvals and such Approvals are in good standing.
Appears in 1 contract
Samples: Master Repurchase Agreement (Walter Investment Management Corp)
Initial Transaction. As conditions precedent to Buyer considering whether to enter into the initial Transaction hereunder:
(a) Seller Parties shall have delivered to Buyer, in form and substance satisfactory to Buyer:
(i) each of the Principal Agreements duly executed by each party thereto and in full force and effect, free of any modification, breach or waiver;
(ii) an opinion of Seller’s, Parent Guarantor’s and Guarantor’s Seller Parties’ counsel as to such matters as Buyer may reasonably request, including, without limitation, with respect to Buyer’s first priority lien on and perfected security interest in the Purchased Assets Assets, Purchased Items and Purchased ItemsResidual Collateral; a non-contravention, enforceability and corporate opinion with respect to Seller, Parent Guarantor and Guarantor (including, without limitation, with respect to the Electronic Tracking Agreement, and if applicable, any Joint Securities Account Control Agreement, any Joint Account Control Agreement, any Escrow Agreement and any Intercreditor Agreement)Seller Parties; an opinion with respect to the inapplicability of the Investment Company Act of 1940 and the “Xxxxxxx Rule” (Section 619 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act), with respect to SellerSeller Parties; and a Bankruptcy Code opinion with respect to the matters outlined in Section 14.18(a)14.19, each in form and substance acceptable to Buyer;
(iii) a Power of Attorney duly executed by Xxxxxx and Guarantor Seller Parties and notarized;
(iv) a certified copy of (a) Sellereach Seller Party’s certificate of formation and Seller Limited Liability Company Agreement, (b) Guarantor’s certificate of formation and operating agreement and (c) Parent Guarantor’s articles or certificate of incorporation and operating agreement, bylaws (or corresponding organizational documents if such Seller Party is not a corporation) and, if required by Buyer, a certificate of good standing issued by the appropriate official in Seller’s, Parent Guarantorsuch Seller Party’s and Guarantor’s applicable jurisdiction of organization, in each case, dated no less recently than fourteen thirty (1430) days prior to the Effective Date;
(v) one or more certificates a certificate of Seller’s, Parent Guarantor’s and Guarantoreach Seller Party’s corporate secretary or general counsel, substantially in the form of Exhibit C hereto, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Seller, Parent Guarantor and Guarantor each Seller Party executing the Principal Agreements and the resolutions of the board of directors of Seller, Parent Guarantor and Guarantor such Seller Party (or their respective its equivalent governing body or Person);) in form and substance reasonably acceptable to Buyer; LEGAL02/40464938v16
(vi) independently audited financial statements of Parent Guarantor (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Buyer, together with an auditor’s opinion that is unqualified or otherwise is consented to in writing by Buyer;
(vii) if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial statements of Parent Guarantor (and its Subsidiaries, on a consolidated basis) covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(viii) copies a letter of Guarantor’s good standing from a title insurance company with respect to Title Source, Inc. in form and substance acceptable to Buyer;
(ix) certificates of insurance evidencing Seller Parties’ errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Buyerpolicy, showing compliance by Guarantor Seller with Section 9.8;
(ix) [Reserved]9.9 below;
(x) a copy duly executed Assignment of the Underwriting GuidelinesClosing Protection Letter in those cases where a Closing Protection Letter is required;
(xi) any Draw Fee, Exit Fee and any other fees then due and owing under this Agreement and the Transactions Terms Letter; and
(xii) the Participation Certificate registered in the name of Buyerthe Buyer (as designee of the Seller under the Participation Agreement);
(xii) an Acknowledgement of Confidentiality of Password Agreement in the form of Exhibit I hereto;
(xiii) any fees then due and owing under the Transactions Terms Letter; and
(xiv) a copy of Guarantor’s underwriting guidelines for Mortgage Loans in form and substance acceptable to Buyer in its sole discretion, as amended from time to time.
(b) Buyer shall have determined that it has received satisfactory evidence that the appropriate Uniform Commercial Code Financing Statements (UCC-1UCC-1 or UCC-3, as applicable) and/or such other instruments as may be necessary in order to create in favor of Buyer, a perfected first- priority security interest in the Purchased Assets and related Purchased Items and other Residual Collateral should any of the Transactions be deemed to be loans, and same shall have been duly executed and appropriately filed or recorded in each office of each jurisdiction in which such filings and recordations recordation’s are required to perfect such first-priority security interest.
(c) Buyer shall have determined that it has satisfactorily completed its due diligence review of Seller’s Seller Parties’ operations, business, financial condition and underwriting and origination of Mortgage Loans.
(d) Guarantor and Seller Parties shall have provided evidence, satisfactory to Buyer, Buyer that each of Seller and Guarantor has Parties have all of its Approvals and such Approvals are in good standing.. LEGAL02/40464938v16
Appears in 1 contract
Samples: Master Repurchase Agreement (Rocket Companies, Inc.)
Initial Transaction. As conditions precedent to Buyer considering whether to enter into the initial Transaction hereunder:
(a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer:
(i) each Each of the Principal Agreements duly executed by each party thereto and in full force and effect, free of any modification, breach or waiver;
(ii) subject to Section 9.17, an opinion of Seller’s, Parent Guarantor’s and Guarantor’s counsel as to such matters as Buyer may reasonably request, including, without limitation, with respect to Buyer’s first priority lien on and perfected security interest in the Purchased Assets and Purchased Items; a non-contravention, enforceability and corporate opinion with respect to Seller, Parent Guarantor and Guarantor (including, without limitation, with respect to the Electronic Tracking Agreement, and if applicable, any Joint Securities Account Control Agreement, any Joint Account Control Agreement, any Escrow Agreement and any Intercreditor Agreement)any; an opinion with respect to the inapplicability of the Investment Company Act of 1940 and the “Xxxxxxx Rule” (Section 619 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act), with respect to Seller; and a Bankruptcy Code opinion with respect to the matters outlined in Section 14.18(a)14.19, each in form and substance acceptable to Buyer;
(iii) a Power of Attorney duly executed by Xxxxxx and Guarantor Seller and notarized;
(iv) a certified copy of (a) Seller’s certificate of formation and Seller Limited Liability Company Agreement, (b) Guarantor’s certificate of formation and operating agreement and (c) Parent Guarantor’s articles or certificate of incorporation and operating agreement, bylaws (or corresponding organizational documents if Seller is not a corporation) and, if required by Buyer, a certificate of good standing issued by the appropriate official in Seller’s, Parent Guarantor’s and Guarantor’s applicable jurisdiction of organization, in each case, dated no less recently than fourteen (14) days prior to the Effective Date;
(v) one or more certificates a certificate of Seller’s, Parent Guarantor’s and Guarantor’s corporate secretary secretary, in form and substance acceptable to Buyer, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Seller, Parent Guarantor and Guarantor Seller executing the Principal Agreements and the resolutions of the board of directors of Seller, Parent Guarantor and Guarantor Seller (or their respective its equivalent governing body or Person), in form and substance acceptable to Buyer;
(vi) independently audited financial statements of Parent Guarantor Seller (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Buyer, together with an auditor’s opinion that is unqualified or otherwise is consented to in writing by Buyer;
(vii) if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial statements of Parent Guarantor (and its Subsidiaries, on a consolidated basis) Seller covering the period from the first day of the current fiscal year to the last day of the most recently ended month;
(viii) [reserved];
(ix) copies of GuarantorSeller’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Buyer, showing compliance by Guarantor Seller with Section 9.8;
(ix) [Reserved]9.9 below;
(x) if required by Buyer, a copy subordination agreement, in form and substance satisfactory to Buyer, executed by any Person which is, as of the Underwriting GuidelinesEffective Date, a creditor of Seller, including each Affiliate of Seller that is a creditor of Seller;
(xi) any Draw Fee, Exit Fee and any other fees then due and owing under this Agreement and the Transactions Terms Letter; andan Acknowledgement of Confidentiality of Password Agreement;
(xii) the Participation Certificate registered Facility Fee, if applicable;
(xiii) the Control Agreement in a form reasonably satisfactory to Buyer, duly executed by Seller and the name related Eligible Bank;
(xiv) a copy of BuyerSeller’s underwriting guidelines for Mortgage Loans, as amended from time to time; and
(xv) such other documents as Buyer or its counsel may reasonably request.
(b) Buyer shall have determined that it has received satisfactory evidence that the appropriate Uniform Commercial Code Financing Financial Statements (UCC-1) and/or such other instruments as may be necessary in order to create in favor of Buyer, a perfected first- first priority security interest in the Purchased Mortgage Assets and related Purchased Items should any of the Transactions be deemed to be loans, and same shall have been duly executed and appropriately filed or recorded in each office of each jurisdiction in which such filings and recordations recordation’s are required to perfect such first-first priority security interest.
(c) Buyer shall have determined that it has satisfactorily completed its due diligence review of Seller’s operations, business, financial condition and underwriting and origination of Mortgage Loans.
(d) Guarantor and Seller shall have provided evidence, satisfactory to Buyer, that each of Seller and Guarantor has all of its Approvals and such Approvals are in good standing.
Appears in 1 contract
Samples: Master Repurchase Agreement (Nationstar Mortgage Holdings Inc.)
