Principal Transaction Documents Sample Clauses

Principal Transaction Documents. 1. Credit and Security Agreement among GWG DLP Funding II, LLC (“GWG DLP”), as a Borrower, United Lending SPV, LLC (“United Lending SPV”), as a Borrower (and together with GWG DLP, “Borrowers”), United Lending, LLC (“United Lending”), as Premium Finance Master Servicer and a Seller, GWG Life Settlements, LLC (“GWG Life Settlements”), as Life Settlements Master Servicer and a Seller, Opportunity Bridge Funding, LLC (“OBF”), as a Seller (and together with United Lending and GWG Life Settlements, “Sellers”), GWG Holdings, LLC, as Performance Guarantor, Autobahn Funding Company LLC, as Lender, and DZ Bank AG Deutsche Zentral- Genossenschaftsbank, as Agent. Schedule I Eligibility Criteria; Perfection Representations Schedule II Policy File Schedule III Chief Executive Offices; Federal Employer Identification Numbers; List of Deposit Accounts; Present and Former Names Schedule IV Operating Policies and Practices Schedule V Condition Precedent Documents for the Initial Borrowing Schedule VI List of Approved Qualified States for Purchased Policies Schedule VII List of Unregulated States Exhibit A Form of Borrowing Base Certificate Exhibit B-1 Forms of Loan Documents Exhibit B-2 Forms of Purchased Policy Documents Exhibit C Form of Compliance Certificate Exhibit D Form of Commercial Paper Remittance Report Exhibit E Form of Allonge 2. Fee Letter among Borrowers, Lender and Agent. 3. General Sale and Servicing Agreement among Sellers and Borrowers. Schedule I Schedule of Initial Assets Exhibit A-1 Form of Assignment with respect to Purchased Policies Exhibit A-2 Form of Assignment with respect to Premium Finance Loans Exhibit A-3 Form of Assignment with respect to Bridge Loans Exhibit B Master Servicer’s Certificate Exhibit C Servicing Policies and Procedures 4. Life Settlement Servicing Agreement among Xxxxx Fargo Bank, National Association (“Xxxxx Fargo”), as Servicer (the “Servicer”), GWG Life Settlements, as Master Servicer, the Agent, GWG DLP, as purchaser and GWG DLP Trust II (the “Titling Trust”). Exhibit A Servicing Policies and Procedures of the Master Servicer Schedule I Addresses for Notices 5. Custodian Agreement among Xxxxx Fargo Bank, National Association, as custodian (the “Custodian”), the Borrowers, the Servicer, the Master Servicers, the Agent and the Titling Trust. Exhibit 1 Request for Release of Asset File Exhibit 2 Return of Documents to Custodian Exhibit 3 Authorized Representatives Exhibit 4 Confirmation and Notice of Pledge Schedule A – Asse...
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Principal Transaction Documents. Company shall have duly executed and delivered to Purchaser: (a) the Purchase Agreement, (b) the Security Agreement and (c) such other documents, instruments and agreements as Purchaser may reasonably request.
Sample 1

Related to Principal Transaction Documents

  • Other Transaction Documents Each representation and warranty made by the Servicer under each other Transaction Document to which it is a party (including, without limitation, the Purchase and Sale Agreement) is true and correct in all material respects as of the date when made.

  • Acquisition Documents As of the Closing Date: (a) Borrower has furnished Bank with true, correct and complete execution copies of all Acquisition Documents. Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of each Acquisition Document to which it is a party. (b) Borrower has complied with all applicable federal, state, provincial and local laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) relating to the consummation of the Acquisition and all applicable waiting periods with respect to the transactions contemplated by the Acquisition Documents have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of such transactions. (c) All necessary authorization, consent, approval, license, qualification or formal exemption from, and all necessary filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required to be made prior to the closing of the Acquisition in connection with the execution, delivery and performance by Borrower, and to Borrower’s best knowledge, each other party to the Acquisition Documents to which Borrower or such other Person is a party, have been obtained and will be in full force and effect, and, to the knowledge of Borrower, are not the subject of any attack or threatened attack (in each case in any material respect) by appeal or direct proceeding or otherwise. (d) The execution, delivery and performance of the Acquisition Documents, and the consummation of the transactions contemplated thereby, are not in contravention of the terms of any indenture, material contract, instrument, any judgment, order or decree, to which Borrower is a party or by which it or its properties are bound, except, in each case, where such contravention could not reasonably be expected to have a Material Adverse Effect. (e) Borrower has not granted a collateral assignment of, or a security interest over the Acquisition Documents (other than in favor of Bank) and Borrower has not sold, transferred or assigned any Acquisition Document to any Person (other than to or in favor of Bank). (f) No Acquisition Document to which Borrower is a party has been modified, amended, altered or changed in any manner except in compliance with Section 7.12 of this Agreement, and to Borrower’s best knowledge, there are no unwaived defaults existing under the Acquisition Documents by Borrower that is a party thereto, or, to the best of the knowledge of Borrower, by any other party thereto.

  • Transaction Documents This Agreement, the Pubco Documents and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance reasonably satisfactory to Priveco, will have been executed and delivered by Pubco.

  • Formation Documents With respect to the Issuing Entity, the Certificate of Trust and the Trust Agreement, (ii) with respect to the Grantor Trust, the Grantor Trust Certificate of Trust and the Grantor Trust Agreement, and (iii) with respect to the Depositor, the certificate of formation of the Depositor filed in Delaware, dated as of January 4, 2019 and the amended and restated limited liability company agreement of the Depositor, dated as of March 27, 2019, made by the Sponsor, as member.

  • Principal Transactions In connection with purchases or sales of securities for the account of a Fund, neither the Adviser nor any of its directors, officers or employees will act as a principal or agent or receive any commission except as permitted by the 1940 Act.

  • Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

  • Amendments to Transaction Documents Without the consent of the Agent, amend, modify or otherwise change any of the terms or provisions of any Transaction Document other than (i) supplements identifying Solar Loans to be transferred in connection with each transfer of Solar Loans and the related Solar Assets from time to time in accordance with the Sale and Contribution Agreement or this Agreement, (ii) amendments, supplements or other changes in accordance with the terms of the applicable Transaction Document, and (iii) amendments, supplements or other changes with respect to exhibits and schedules to any Transaction Document that would not reasonably be expected to have a material adverse effect on the value, enforceability, or collectability of the Collateral or adversely affect Collections.

  • Subscription Documents Each person desiring to purchase Shares through the Dealer Manager, or any other Selected Broker-Dealer, will be required to complete and execute the subscription documents described in the Prospectus. Until the minimum offering of $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to “UMB Bank, N.A., as Escrow Agent for Terra Income Fund 6, Inc.” During such time, a Selected Broker-Dealer shall forward original checks together with an original Subscription Agreement, executed and initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. When a Selected Broker-Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check were initially received by the Selected Broker-Dealer from the subscriber, the Selected Broker-Dealer shall transmit the Subscription Agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to the Selected Broker-Dealer’s internal supervisory procedures, the Selected Broker-Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Broker-Dealer shall transmit the check and Subscription Agreement to the Final Review Office by the end of the next business day following the Selected Broker-Dealer’s receipt of the Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check, forward both the Subscription Agreement and check to the Escrow Agent. If any Subscription Agreement solicited by the Selected Broker-Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within 10 business days from the date of rejection. Once the minimum offering of $2,000,000 in Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “Terra Income Fund 6, Inc.” At such time, the Selected Broker-Dealer shall forward original checks together with an original Subscription Agreement, executed and initialed by the subscriber as provided for in the Subscription Agreement, to Terra Income Fund 6, Inc., c/o ACS Securities Services, Inc., at the address provided in the Subscription Agreement.

  • Descriptions of the Transaction Documents Each Transaction Document conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Effect on Transaction Documents Except as expressly set forth above, all of the terms and conditions of the Transaction Documents shall continue in full force and effect after the execution of this Agreement and shall not be in any way changed, modified or superseded by the terms set forth herein, including, but not limited to, any other obligations the Company may have to the Purchaser under the Transaction Documents. Notwithstanding the foregoing, this Agreement shall be deemed for all purposes as an amendment to any Transaction Document as required to serve the purposes hereof, and in the event of any conflict between the terms and provisions of the Debentures or any other Transaction Document, on the one hand, and the terms and provisions of this Agreement, on the other hand, the terms and provisions of this Agreement shall prevail.

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