14. With respect to each Repurchase Agreement, no material disruption of claims payments on FHA insured loans shall have occurred (other than any such material disruption that is generally affecting non-bank mortgage servicers and originators with similar claims);
15. Receipt by Administrative Agent, Buyers and MSFTA Counterparties of requested “know your customer” information;
16. Receipt by Administrative Agent and the Buyers of (a) daily cash flow forecasts with supporting detail, and (b) monthly cash flow forecasts with supporting detail through December 31, 2019, in each case, in form and substance reasonably satisfactory to the Buyers;
17. Fannie Mae shall have acknowledged Barclays replacing the Prior SAF Agency Agent as designee for purposes of the existing Fannie Mae Acknowledgement Agreement (as defined in the SAF Agency Indenture), which acknowledgement shall be in form and substance reasonably satisfactory to Barclays;
18. Administrative Agent and Buyers not having discovered or otherwise having become aware of any information not previously disclosed to them that they believe to be inconsistent in a material and adverse manner with their understanding, based on the information provided to them prior to the date of the Commitment Letter, of the business, assets, liabilities, operations, financial conditions and operating results of the Guarantor and its subsidiaries or each DIP Seller and their respective subsidiaries, in each case, taken as a whole;
19. Compliance by the Guarantor and DIP Sellers in all material respects with the terms of the Commitment Letter and each Fee Letter (as defined therein) (including payment of fees and expenses as the same become due and payable and that no breach in any material respect of the representations, warranties and agreements contained in Section 2 of such Commitment Letter shall have occurred and be continuing); and
20. The Guarantor shall have (a) entered into the RSA with Prepetition 1L Lenders holding at least two-thirds of the aggregate principal amount of loans outstanding under the Prepetition 1L Credit Agreement, and (b) executed and delivered a certification that (i) there has been no modification or amendment to the RSA since the execution thereof and (ii) the “Support Period” (as defined in the RSA) has commenced and is continuing, in each case, in form and substance acceptable to the Administrative Agent and the Buyers.
A.Third Party Beneficiary. The parties hereto acknowledge and agree that Wells Fargo, as SAF Agency Indenture Trustee and SAF PLS Indenture Trustee under Indentures, shall be a third party beneficiary of this Article 2.
ARTICLE 3: [RESERVED]
2014058.10-NYCSR07A - MSW