Procedures for Obtaining Advances. (a) The Company may obtain an Advance hereunder, subject to the satisfaction of the conditions set forth in Sections 4.1 and 4.2 hereof, upon compliance with the procedures set forth in this Section 2.2 and in EXHIBIT "D" attached hereto and made a part hereof. Requests for Advances shall be initiated by the Company (i) by delivering to the Administrative Agent, by telecopy (with original to be sent immediately thereafter by overnight mail) a completed and signed Advance Request, or (ii) by using the electronic data transmission service provided by the Administrative Agent and its licensor, MBMS Incorporated, to transmit to the Administrative Agent a request for Advance ("Electronic Request"), which shall include all information required by the Advance Request through the Warehouse Management System software provided by the Administrative Agent and its licensor, MBMS Incorporated. The Administrative Agent shall have the right, on not less than three (3) Business Days' prior notice to the Company, to modify the Advance Request, Electronic Request, or any exhibits hereto to conform to current legal requirements or Administrative Agent's practices, and, as so modified, said Advance Request, Electronic Request or exhibits shall be deemed a part hereof. In consideration of the Lenders permitting the Company to make Electronic Requests for Advances utilizing the Warehouse Management System software or Advance Requests by telecopy, the Company covenants and agrees to assume liability for and to protect, indemnify and save the Lenders and the Administrative Agent harmless from, any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees and expenses of employees, which may be imposed, incurred by or asserted against the Lenders or the Administrative Agent by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with (i) any action of the Administrative Agent or any Lender pursuant to Electronic Requests or Advance Requests by telecopy, (ii) the breach of any provisions of this Agreement by the Company, (iii) the transfer of funds pursuant to such Electronic Requests or Advance Requests by telecopy, or (iv) the Administrative Agent's or any Lender honoring or failing to honor any Electronic Request or Advance Request by telecopy for any reason or no reason whatsoever. The Administrative Agent is entitled to rely upon and act upon Electronic Requests or Advance Requests by telecopy, and the Company shall be unconditionally and absolutely estopped from denying (x) the authenticity and validity of any such transaction so acted upon by the Administrative Agent once the Administrative Agent has advanced funds and has deposited or transferred such funds as requested in any such Electronic Request or Advance Request by telecopy, and (y) the Company's liability and responsibility therefor. (b) In the case of any Wet Advances, the Company shall follow the procedures and, at or prior to the Lenders' making of such Wet Advances, shall deliver to the Administrative Agent or its designee the documents required by EXHIBIT "D" in connection with such Wet Advance. In case of Mortgage Loans financed through a Wet Advance, the Company shall cause all Collateral Documents to be delivered to the Administrative Agent or its designee within seven (7) Business Days after the date of the Wet Advance relating thereto. (c) Before funding, the Administrative Agent and its designee shall have a reasonable time to examine such Advance Request and the Collateral Documents to be delivered prior to such requested Advance, and may reject such of them as do not meet the requirements of this Agreement. The Advance Request and the Collateral Documents (unless such Advance is a permitted Wet Advance) must be received by Administrative Agent and all other conditions to such Advance must be satisfied no later than 12:00 noon Houston, Texas time in order for funding to occur the same day. (d) Each Advance Request shall constitute a request for both (1) a Swingline Advance to be funded by Swingline Lender and the Advances to be made by Lenders to refinance that Swingline Advance, and (2) if Swingline Lender elects not to make a Swingline Advance, the Advances actually requested by the text of the Advance Request to be funded by the Lenders. The Administrative Agent shall promptly, and in any case not later than 1:00 p.m. on the date an Advance is to be made, notify each Lender of its receipt of an Advance Request, the matters specified therein, and of such Lender's Commitment Percentage of the requested Advance. If all conditions precedent to such Advance have been met and Administrative Agent has notified each Lender that Swingline Lender has elected not to make a Swingline Advance pursuant to such Advance Request, each Lender shall remit its Commitment Percentage of any Advance requested in an Advance Request to Administrative Agent's principal office in Houston, Texas, by wire transfer according to Administrative Agent's wire instructions, in funds that are available for immediate use by Administrative Agent by 4:00 p.m. on the date such Advance is to be made.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Nab Asset Corp)
Procedures for Obtaining Advances. (a) The Company may obtain an Advance hereunder, subject to the satisfaction of the conditions set forth in Sections 4.1 and 4.2 hereof, upon compliance with the procedures set forth in this Section 2.2 and in EXHIBIT "D" Exhibit “C” attached hereto and made a part hereof. Requests for Advances shall be initiated by the Company (i) by delivering to the Administrative Agent, by telecopy (with original to be sent immediately thereafter by overnight mail) telecopy, a completed and signed request for an Advance (an “Advance Request”) in the form of Exhibit “A” attached hereto and made a part hereof, or (ii) by using the electronic data transmission service provided by the Administrative Agent and its licensor, MBMS Incorporated, to transmit to the Administrative Agent a request for Advance ("“Electronic Request"”), which shall include all information required by the Advance Request Exhibit “A” through the Warehouse Management System software provided by the Administrative Agent and its licensor, MBMS Incorporated. The Administrative Agent shall have the right, on not less than three (3) Business Days' ’ prior notice to the Company, to modify the Advance Request, Electronic Request, or any exhibits hereto to conform to current legal requirements or Administrative Agent's Agent practices, and, as so modified, said Advance Request, Electronic Request or exhibits shall be deemed a part hereof. In consideration of the Lenders permitting the Company to make Electronic Requests for Advances utilizing the Warehouse Management System software or Advance Requests by telecopy, the Company covenants and agrees to assume liability for and to protect, indemnify and save the Lenders and the Administrative Agent harmless from, any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' ’ fees and expenses of employees, which may be imposed, incurred by or asserted against the Lenders or the Administrative Agent by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with (i) any action of the Administrative Agent or any Lender or the Agent pursuant to Electronic Requests or Advance Requests by telecopy, (ii) the breach of any provisions of this Agreement by the Company, (iii) the transfer of funds pursuant to such Electronic Requests or Advance Requests by telecopy, or (iv) the Administrative Agent's ’s or any Lender Lender’s honoring or failing to honor any Electronic Request or Advance Request by telecopy for any reason or no reason whatsoever. The Administrative Agent is and each Lender are entitled to rely upon and act upon Electronic Requests or Advance Requests by telecopy, and the Company shall be unconditionally and absolutely estopped from denying (x) the authenticity and validity of any such transaction so acted upon by the Administrative Agent any Lender once the Administrative Agent such Lender has advanced funds and has deposited or transferred such funds as requested in any such Electronic Request or Advance Request by telecopy, and (y) the Company's ’s liability and responsibility therefor.
(b) In the case of any Wet Settlement Advances, the Company shall follow the procedures and, at or prior to the Lenders' ’ making of such Wet AdvancesSettlement Advance, shall deliver to the Administrative Agent or its designee the documents required by EXHIBIT "D" set forth in connection with such Wet AdvanceSection II of Exhibit “C” hereto. In case of Mortgage Loans Collateral financed through a Wet Settlement Advance, the Company shall cause all Collateral Documents to be delivered to the Administrative Agent or its designee within seven five (75) Business Days after the date of the Wet Settlement Advance relating thereto.
(c) Before funding, the Administrative Agent and its designee shall have a reasonable time to examine such Advance Request and the Collateral Documents to be delivered prior to such requested Advance, as set forth in the applicable Exhibit hereto, and may reject such of them as do not meet the requirements of this AgreementAgreement or of the related Purchase Commitment. The Advance Request and the Collateral Documents (unless such Advance is a permitted Wet Advance) must be received by Administrative Agent and all other conditions to such Advance must be satisfied no later than 12:00 noon 11:00 a.m. Houston, Texas time in order for funding to occur the same day.
(d) Each Advance Request shall constitute a request for both (1) a Swingline Advance to be funded by Swingline Lender and the Advances to be made by Lenders to refinance that Swingline Advance, and (2) if Swingline Lender elects not to make a Swingline Advance, the Advances actually requested by the text of the Advance Request to be funded by the Lenders. The Administrative Agent shall promptly, and in any case not later than 1:00 p.m. on the date an Advance is to be made, notify each Lender of its receipt of an Advance Request, the matters specified therein, and of such Lender's ’s Commitment Percentage of the requested Advance. If all conditions precedent to such Advance have been met and Administrative Agent has notified each Lender that Swingline Lender has elected not to make a Swingline Advance pursuant to such Advance Requestmet, each Lender shall remit its Commitment Percentage of any Advance requested in an Advance Request to Administrative Agent's ’s principal office in Houston, Texas, by wire transfer according to Administrative Agent's ’s wire instructions, in funds that are available for immediate use by Administrative Agent by 4:00 p.m. on the date such Advance is to be made.
(e) Absent contrary written notice from a Lender received by Agent by 2:00 p.m. on the Advance Date, Agent may assume that each Lender has made its Commitment Percentage of an Advance under an Advance Request available to Agent on the Advance Date and may, but is not obligated to, make available to Company a corresponding amount. If a Lender fails to make its Commitment Percentage of that Advance available to Agent on the Advance Date (whether because of that Lender’s default, because that Lender is not open for business on that Business Day, or otherwise) then Agent may recover that amount on demand (i) from that Lender, together with interest at the Federal Funds Rate, during the period from the Advance Date to the date Agent recovers that amount from that Lender - which payment is deemed to be that Lender’s Commitment Percentage of that Advance or (ii) if that Lender fails to pay that amount upon demand, then from Company together with interest at an annual interest rate equal to the rate applicable to the requested Advance during the period from the Advance Date to the date Agent recovers that amount from Company. If any Lender fails to fund its Commitment Percentage in any Advance, the other Lenders shall be entitled, but not obligated, to fund the defaulting Lender’s Commitment Percentage in such Advance. Thereafter, the Commitment Percentage of each Lender shall be adjusted accordingly. Nothing in these provisions changes or limits the obligation of each Lender to lend its Commitment Percentage of each Advance. Each Lender assumes the credit risk for amounts lent by Agent pursuant to this Section 2.2(e) from the time the Advance is made available to or for the Company, and, after Agent has recovered the amount of interest provided for in clause (i) above of this Section 2.2(e), is entitled to interest on such amount lent from such time.
(f) Although no Lender is responsible for the failure of any other Lender to make its Commitment Percentage of any Advance, that failure does not excuse any other Lender from making its Commitment Percentage of that Advance.
(g) To make an Advance, the Agent shall credit the Company’s Funding Account upon compliance by the Company with the terms of this Agreement.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Sirva Inc)
Procedures for Obtaining Advances. (a) The Company may obtain an Advance hereunder subject to the following:
(1) The Company may obtain an Advance hereunder, subject to the satisfaction of the conditions set forth in Sections 4.1 and 4.2 hereof, upon compliance with the procedures set forth in this Section 2.2 and in EXHIBIT Exhibit "DC" attached hereto and made a part hereof. hereof Requests ----------- for Advances shall be initiated by the Company (i) by delivering to the Administrative AgentLender and its designee, by telecopy (with original to be sent immediately thereafter by overnight mail) a completed and signed request for an Advance (an "Advance Request") in the form of Exhibit ------- "A", attached hereto and made a part hereof, or (ii) by using the --- [*] Confidential Treatment Requested 13 electronic data transmission service provided by the Administrative Agent Lender and its licensor, MBMS Incorporated, to transmit to the Administrative Agent Lender a request for Advance ("Electronic Request"), which shall include all information required by the Advance Request Exhibit "A" through the Warehouse Management System ----------- software provided by the Administrative Agent Lender and its licensor, MBMS Incorporated. The Administrative Agent Lender shall have the right, on not less than three (3) Business Days' prior notice to the Company, to modify the Advance Request, Electronic Request, or any exhibits hereto to conform to current legal requirements or Administrative Agent's Lender practices, and, as so modified, said Advance Request, Electronic Request or exhibits shall be deemed a part hereof. hereof In consideration of the Lenders Lender permitting the Company to make Electronic Requests for Advances utilizing the Warehouse Management System software or Advance Requests by telecopy, the Company covenants and agrees to assume liability for and to protect, indemnify and save the Lenders and the Administrative Agent Lender harmless from, any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees and expenses of employees, which may be imposed, incurred by or asserted against the Lenders or the Administrative Agent Lender by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with (i) any action of the Administrative Agent or any Lender pursuant to Electronic Requests or Advance Requests by telecopy, (ii) the breach of any provisions of this Agreement by the Company, (iii) the transfer of funds pursuant to such Electronic Requests or Advance Requests by telecopy, or (iv) the Administrative AgentLender's or any Lender honoring or failing to honor any Electronic Request or Advance Request by telecopy for any reason or no reason whatsoever. The Administrative Agent Lender is entitled to rely upon and act upon Electronic Requests or Advance Requests by telecopy, and the Company shall be unconditionally and absolutely estopped from denying (x) the authenticity and validity of any such transaction so acted upon by the Administrative Agent Lender once the Administrative Agent Lender has advanced funds and has deposited or transferred such funds as requested in any such Electronic Request or Advance Request by telecopy, and (y) the Company's liability and responsibility therefor.
(b2) In the case of any Wet Settlement Advances, the Company shall follow the procedures and, at or prior to the Lenders' Lender's making of such Wet AdvancesSettlement Advance, shall deliver to the Administrative Agent Lender or its designee the documents required by EXHIBIT set-forth in Section 11 of Exhibit "DC" in connection with such Wet Advancehereto. In case ----------- of Mortgage Loans Collateral financed through a Wet Settlement Advance, the Company shall cause all Collateral Documents to be delivered to the Administrative Agent Lender or its designee within seven five (75) Business Days after the date of the Wet Settlement Advance relating thereto.
(c) Before funding, the Administrative Agent and its designee shall have a reasonable time to examine such Advance Request and the Collateral Documents to be delivered prior to such requested Advance, and may reject such of them as do not meet the requirements of this Agreement. The Advance Request and the Collateral Documents (unless such Advance is a permitted Wet Advance) must be received by Administrative Agent and all other conditions to such Advance must be satisfied no later than 12:00 noon Houston, Texas time in order for funding to occur the same day.
(d) Each Advance Request shall constitute a request for both (1) a Swingline Advance to be funded by Swingline Lender and the Advances to be made by Lenders to refinance that Swingline Advance, and (2) if Swingline Lender elects not to make a Swingline Advance, the Advances actually requested by the text of the Advance Request to be funded by the Lenders. The Administrative Agent shall promptly, and in any case not later than 1:00 p.m. on the date an Advance is to be made, notify each Lender of its receipt of an Advance Request, the matters specified therein, and of such Lender's Commitment Percentage of the requested Advance. If all conditions precedent to such Advance have been met and Administrative Agent has notified each Lender that Swingline Lender has elected not to make a Swingline Advance pursuant to such Advance Request, each Lender shall remit its Commitment Percentage of any Advance requested in an Advance Request to Administrative Agent's principal office in Houston, Texas, by wire transfer according to Administrative Agent's wire instructions, in funds that are available for immediate use by Administrative Agent by 4:00 p.m. on the date such Advance is to be made.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Iown Holdings Inc)
Procedures for Obtaining Advances. (a) The Company may obtain an Advance hereunder, subject to the satisfaction of the conditions set forth in Sections 4.1 and 4.2 hereof, upon compliance with the procedures set forth in this Section 2.2 2.3 and in EXHIBIT "D" -SF with respect to Advances, attached hereto and made a part hereofhereof including the delivery of all documents listed in EXHIBIT D-SF, as applicable (the "Collateral Documents") to the Collateral Agent. Requests for Advances shall be initiated by the Company (i) by delivering to the Administrative Credit Agent, by telecopy with a copy to the Collateral Agent (with original unless they are the same Person), no later than 1 Business Day prior to be sent immediately thereafter by overnight mail) any Business Day that the Company desires to borrow hereunder, a completed and signed request for an Advance (an "Advance Request, or (ii") by using on the electronic data transmission service provided then current form approved by the Administrative Agent and its licensor, MBMS Incorporated, to transmit to the Administrative Agent a request for Advance ("Electronic Request"), which shall include all information required Credit Agent. The current forms in use by the Advance Request through the Warehouse Management System software provided by the Administrative Credit Agent is EXHIBIT C-SF for Advances, attached hereto and its licensor, MBMS Incorporatedmade a part hereof. The Administrative Credit Agent shall have the right, on not less than three (3) 3 Business Days' prior notice Notice to the Company, to modify the Advance Request, Electronic Request, or any exhibits hereto of said Exhibits to conform to current legal requirements or Administrative Agent's Credit Agent practices, and, as so modified, said Advance Request, Electronic Request or exhibits Exhibits shall be deemed a part hereof. In consideration of If the Lenders permitting Credit Agent and the Company to make Electronic Requests for Advances utilizing Collateral Agent are the Warehouse Management System software or Advance Requests by telecopysame Person, the Company covenants and agrees shall only be required to assume liability for and to protect, indemnify and save be deliver the Lenders and the Administrative Agent harmless from, any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees and expenses of employees, which may be imposed, incurred by or asserted against the Lenders or the Administrative Agent by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with (i) any action of the Administrative Agent or any Lender pursuant to Electronic Requests or Advance Requests by telecopy, (ii) the breach of any provisions of this Agreement by the Company, (iii) the transfer of funds pursuant to such Electronic Requests or Advance Requests by telecopy, or (iv) the Administrative Agent's or any Lender honoring or failing to honor any Electronic Request or Advance Request by telecopy for any reason or no reason whatsoever. The Administrative Agent is entitled to rely upon and act upon Electronic Requests or Advance Requests by telecopy, and the Company shall be unconditionally and absolutely estopped from denying (x) the authenticity and validity of any such transaction so acted upon by the Administrative Agent once the Administrative Agent has advanced funds and has deposited or transferred such funds as requested in any such Electronic Request or Advance Request by telecopy, and (y) the Company's liability and responsibility thereforCredit Agent.
(b) In the case of any Wet AdvancesSettlement Advance, the Company shall follow the procedures and, at or prior to the Lenders' making of such Wet AdvancesSettlement Advance, shall deliver to the Administrative Collateral Agent or its designee the documents required by set forth in EXHIBIT "D" in connection with such Wet Advance-SF hereto. In the case of a Mortgage Loans Loan financed through a Wet Settlement Advance, the Company shall cause all Collateral Documents required to be delivered to the Administrative Collateral Agent or its designee within seven (7) 7 Business Days after the date of the Wet Settlement Advance relating thereto.
(c) Before funding, the Administrative The Collateral Agent and its designee shall have a reasonable time 1 Business Day under ordinary circumstances to (i) examine such Advance Request and the Collateral Documents to be delivered prior to such requested Advance, and may reject such of them as do (ii)reject Collateral that does not meet the requirements of this AgreementAgreement and (iii) verify the Advance amount. The Advance Request Unless the Collateral Agent and the Collateral Documents (unless such Advance is a permitted Wet Advance) must be received by Administrative Credit Agent and all other conditions to such Advance must be satisfied no later than 12:00 noon Houston, Texas time in order for funding to occur are the same dayPerson, before the Credit Agent funds any requested Advance, the Credit Agent shall have received from the Collateral Agent Notice (telephonic followed by written notice) of the amount that may be advanced pursuant to Section 2.1(c).
(d) Each The Company shall hold in trust for the Lenders, and the Company shall deliver to the Collateral Agent promptly upon request, or if the recorded Collateral Documents have not yet been returned from the recording office, immediately upon receipt by the Company of such recorded Collateral Documents, and the Pledged Mortgage is not being held by an Investor for purchase or has not been redeemed from pledge, the following: (1) the originals of the Collateral Documents for which copies are required to be delivered to the Collateral Agent pursuant to EXHIBIT D-SF, (2) the original lender's ALTA Policy of Title Insurance or an equivalent thereto, and (3) any other documents relating to a Pledged Mortgage which the Collateral Agent or Credit Agent may request, including, without limitation, documentation evidencing the FHA Commitment to Insure or the VA Guaranty of any Pledged Mortgage which is either FHA insured or VA guaranteed, the appraisal, Private Mortgage Insurance Certificate, if applicable, the Regulation Z Statement, certificates of casualty or hazard insurance, credit information on the maker of each such Mortgage Note, a copy of a HUD-1 or corresponding purchase advice and other documents of all kinds which are customarily desired for inspection or transfer incidental to the purchase of any Mortgage Note by an Investor and any additional documents which are customarily executed by the seller of a Mortgage Note to an. Investor.
(e) Neither the Credit Agent nor the Collateral Agent nor any Lender shall incur any liability to the Company in acting upon any telephone notice, referred to in this Agreement, that the Credit Agent, the Collateral Agent or such Lender believes in good faith to have been given by a duly authorized officer or other Person authorized to borrow on behalf of the Company or for otherwise acting in good faith under this Section. Upon the funding of Advances by the Lenders in accordance with this Agreement pursuant to any telephonic notice, the Company shall have effected borrowings hereunder. Once made in any form permitted hereunder, an Advance Request shall constitute be irrevocable, and the Company shall be bound to accept an Advance in accordance therewith. However, the Company may ask to revoke the Advance Request by giving telephone notice, electronic notice or other Notice to both the Credit Agent and the Collateral Agent; then, if both the Credit Agent and the Collateral Agent (each acting in its sole and absolute discretion) concur, they may consider the Advance Request revoked.
(f) To make an Advance, the Credit Agent shall cause the Funding Bank to credit either the Wire Disbursement Account or the Check Disbursement Account upon compliance by the Company with the terms of the Loan Documents. The Credit Agent shall determine in its sole discretion the method by which Advances and other amounts on deposit in the Wire Disbursement Account are disbursed by the Funding Bank to or for the account of the Company.
(g) If, pursuant to the authorization given by the Company in the Funding Bank Agreement, for the purpose of funding a request Mortgage Loan against which the Credit Agent has made an Advance in accordance with a Request for both Advance (1i) the Credit Agent debits the Company's Operating Account at the Funding Bank to the extent necessary to cover a wire to be initiated by the Credit Agent, or (ii) the Credit Agent directs the Funding Bank to honor a check drawn by the Company on its Check Disbursement Account at the Funding Bank, and such debit or direction results in an overdraft, the Swingline Lender may make an additional Swingline Advance to be funded by Swingline Lender and the Advances to be made by Lenders to refinance that Swingline Advancefund such overdraft.
(h) Upon an Event of Default, and (2) if Swingline Lender elects not to make a Swingline Advancewithout the necessity of prior demand or notice from the Credit Agent, the Advances actually requested by Company authorizes the text of Credit Agent to cause the Advance Request Funding Bank to be funded by charge the Company's Operating Account for any Obligations due and owing the Lenders. The Administrative Agent shall promptly, and in any case not later than 1:00 p.m. on the date an Advance is to be made, notify each Lender of its receipt of an Advance Request, the matters specified therein, and of such Lender's Commitment Percentage of the requested Advance. If all conditions precedent to such Advance have been met and Administrative Agent has notified each Lender that Swingline Lender has elected not to make a Swingline Advance pursuant to such Advance Request, each Lender shall remit its Commitment Percentage of any Advance requested in an Advance Request to Administrative Agent's principal office in Houston, Texas, by wire transfer according to Administrative Agent's wire instructions, in funds that are available for immediate use by Administrative Agent by 4:00 p.m. on the date such Advance is to be made.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Mortgage Com Inc)
Procedures for Obtaining Advances. (a) The Company may obtain an Advance hereunder, subject to the satisfaction of the conditions set forth in Sections 4.1 and 4.2 hereof, upon compliance with the procedures set forth in this Section 2.2 and in EXHIBIT Exhibit D-SF with respect to Ordinary Warehousing Advances and Nonconforming Advances and Exhibit D-SF/CONSTRUCTION with respect to Construction Advances, attached hereto and made a part hereof including the delivery of all documents listed in Exhibit D-SF and Exhibit D-SF/CONSTRUCTION (the "D" Collateral Documents") to the Lender. Requests for Advances (other than Construction Advances) shall be initiated by the Company by delivering to the Lender, no later than one (1) Business Day prior to any Business Day that the Company desires to borrow hereunder, a completed and signed request for an Advance (an "Advance Request") on the then current form approved by the Lender. Requests for Construction Advances shall be initiated by the Company by delivering to the Lender, no later than two (2) Business Days prior to any Business Day that the Company desires to borrower hereunder, a completed and signed request for a Construction Advance (a "Construction Advance Request"). The current forms in use by the Lender are Exhibit C-SF for Ordinary Warehousing Advances and Nonconforming Advances and Exhibit C-SF/CONSTRUCTION for Construction Advances, attached hereto and made a part hereof. Requests for Advances shall be initiated by the Company (i) by delivering to the Administrative Agent, by telecopy (with original to be sent immediately thereafter by overnight mail) a completed and signed Advance Request, or (ii) by using the electronic data transmission service provided by the Administrative Agent and its licensor, MBMS Incorporated, to transmit to the Administrative Agent a request for Advance ("Electronic Request"), which shall include all information required by the Advance Request through the Warehouse Management System software provided by the Administrative Agent and its licensor, MBMS Incorporated. The Administrative Agent Lender shall have the right, on not less than three (3) Business Days' prior notice Notice to the Company, to modify the Advance Request, Electronic Request, or any exhibits hereto of said Exhibits to conform to current legal requirements or Administrative Agent's Lender practices, and, as so modified, said Advance Request, Electronic Request or exhibits Exhibits shall be deemed a part hereof. In consideration of the Lenders permitting the Company to make Electronic Requests for Advances utilizing the Warehouse Management System software or Advance Requests by telecopy, the Company covenants and agrees to assume liability for and to protect, indemnify and save the Lenders and the Administrative Agent harmless from, any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees and expenses of employees, which may be imposed, incurred by or asserted against the Lenders or the Administrative Agent by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with (i) any action of the Administrative Agent or any Lender pursuant to Electronic Requests or Advance Requests by telecopy, (ii) the breach of any provisions of this Agreement by the Company, (iii) the transfer of funds pursuant to such Electronic Requests or Advance Requests by telecopy, or (iv) the Administrative Agent's or any Lender honoring or failing to honor any Electronic Request or Advance Request by telecopy for any reason or no reason whatsoever. The Administrative Agent is entitled to rely upon and act upon Electronic Requests or Advance Requests by telecopy, and the Company shall be unconditionally and absolutely estopped from denying (x) the authenticity and validity of any such transaction so acted upon by the Administrative Agent once the Administrative Agent has advanced funds and has deposited or transferred such funds as requested in any such Electronic Request or Advance Request by telecopy, and (y) the Company's liability and responsibility therefor.
(b) In the case of any Wet Settlement Advances, the Company shall follow the procedures and, at or prior to the Lenders' Lender's making of such Wet AdvancesSettlement Advance, shall deliver to the Administrative Agent or its designee Lender the documents required by EXHIBIT "set forth in Exhibit D" -SF or Exhibit D-SF/CONSTRUCTION hereto, as the case may be, together with a completed and executed Bailee Pledge Agreement in connection with such Wet Advancethe form of Exhibit M hereto. In the case of a Mortgage Loans Loan financed through a Wet Settlement Advance, the Company shall cause all Collateral Documents required to be delivered to the Administrative Agent Lender pursuant to Exhibit D-SF or its designee Exhibit D-SF/CONSTRUCTION, as the case may be, within seven five (75) Business Days after the date of the Wet Settlement Advance relating thereto.
(c) Before funding, the Administrative Agent and its designee shall have a reasonable time to examine such Advance Request and the Collateral Documents to be delivered prior to such requested Advance, and may reject such of them as do not meet the requirements of this Agreement. The Advance Request and the Collateral Documents (unless such Advance is a permitted Wet Advance) must be received by Administrative Agent and all other conditions to such Advance must be satisfied no later than 12:00 noon Houston, Texas time in order for funding to occur the same day.
(d) Each Advance Request shall constitute a request for both (1) a Swingline Advance to be funded by Swingline Lender and the Advances to be made by Lenders to refinance that Swingline Advance, and (2) if Swingline Lender elects not to make a Swingline Advance, the Advances actually requested by the text of the Advance Request to be funded by the Lenders. The Administrative Agent shall promptly, and in any case not later than 1:00 p.m. on the date an Advance is to be made, notify each Lender of its receipt of an Advance Request, the matters specified therein, and of such Lender's Commitment Percentage of the requested Advance. If all conditions precedent to such Advance have been met and Administrative Agent has notified each Lender that Swingline Lender has elected not to make a Swingline Advance pursuant to such Advance Request, each Lender shall remit its Commitment Percentage of any Advance requested in an Advance Request to Administrative Agent's principal office in Houston, Texas, by wire transfer according to Administrative Agent's wire instructions, in funds that are available for immediate use by Administrative Agent by 4:00 p.m. on the date such Advance is to be made.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (U S Home Corp /De/)
Procedures for Obtaining Advances. (a) The Company may obtain an Advance hereunder subject to the following:
(1) The Company may obtain an Advance hereunder, subject to the satisfaction of the conditions set forth in Sections 4.1 and 4.2 hereof, upon compliance with the procedures set forth in this Section 2.2 and in EXHIBIT "DC" attached hereto and made a part hereof. Requests for Advances shall be initiated by the Company (i) by delivering to the Administrative AgentLender and its designee, by telecopy (with original to be sent immediately thereafter by overnight mail) a completed and signed request for an Advance (an "Advance Request") in the form of EXHIBIT "A" attached hereto and made a part hereof, or (ii) by using the electronic data transmission service provided by the Administrative Agent Lender and its licensor, MBMS Incorporated, to transmit to the Administrative Agent Lender a request for Advance ("Electronic Request"), which shall include all information required by the Advance Request EXHIBIT "A" through the Warehouse Management System software provided by the Administrative Agent Lender and its licensor, MBMS Incorporated. The Administrative Agent Lender shall have the right, on not less than three (3) Business Days' prior notice to the Company, to modify the Advance Request, Electronic Request, or any exhibits hereto to conform to current legal requirements or Administrative Agent's Lender practices, and, as so modified, said Advance Request, Electronic Request or exhibits shall be deemed a part hereof. In consideration of the Lenders Lender permitting the Company to make Electronic Requests for Advances utilizing the Warehouse Management System software or Advance Requests by telecopy, the Company covenants and agrees to assume liability for and to protect, indemnify and save the Lenders and the Administrative Agent Lender harmless from, any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees and expenses of employees, which may be imposed, incurred by or asserted against the Lenders or the Administrative Agent Lender by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with (i) any action of the Administrative Agent or any Lender pursuant to Electronic Requests or Advance Requests by telecopy, (ii) the breach of any provisions of this Agreement by the CompanyCompany or, willful misconduct or gross negligence (iii) the transfer of funds pursuant to such Electronic Requests or Advance Requests by telecopy, or (iv) the Administrative Agent's or any Lender honoring or failing to honor any Electronic Request or Advance Request by telecopy for any reason or no reason whatsoever. The Administrative Agent Lender is entitled to rely upon and act upon Electronic Requests or Advance Requests by telecopy, and the Company shall be unconditionally and absolutely estopped from denying (x) the authenticity and validity of any such transaction so acted upon by the Administrative Agent Lender once the Administrative Agent Lender has advanced funds and has deposited or transferred such funds as requested in any such Electronic Request or Advance Request by telecopy, and (y) the Company's liability and responsibility therefor.
(b2) In the case of any Wet Settlement Advances, the Company shall follow the procedures and, at or prior to the Lenders' Lender's making of such Wet AdvancesSettlement Advance, shall deliver to the Administrative Agent Lender or its designee the documents required by set forth in Section II of EXHIBIT "DC" in connection with such Wet Advancehereto. In case of Mortgage Loans Collateral financed through a Wet Settlement Advance, the Company shall cause all Collateral Documents to be delivered to the Administrative Agent Lender or its designee within seven five (75) Business Days after the date of the Wet Settlement Advance relating thereto.
(c) Before funding, the Administrative Agent and its designee shall have a reasonable time to examine such Advance Request and the Collateral Documents to be delivered prior to such requested Advance, and may reject such of them as do not meet the requirements of this Agreement. The Advance Request and the Collateral Documents (unless such Advance is a permitted Wet Advance) must be received by Administrative Agent and all other conditions to such Advance must be satisfied no later than 12:00 noon Houston, Texas time in order for funding to occur the same day.
(d) Each Advance Request shall constitute a request for both (1) a Swingline Advance to be funded by Swingline Lender and the Advances to be made by Lenders to refinance that Swingline Advance, and (2) if Swingline Lender elects not to make a Swingline Advance, the Advances actually requested by the text of the Advance Request to be funded by the Lenders. The Administrative Agent shall promptly, and in any case not later than 1:00 p.m. on the date an Advance is to be made, notify each Lender of its receipt of an Advance Request, the matters specified therein, and of such Lender's Commitment Percentage of the requested Advance. If all conditions precedent to such Advance have been met and Administrative Agent has notified each Lender that Swingline Lender has elected not to make a Swingline Advance pursuant to such Advance Request, each Lender shall remit its Commitment Percentage of any Advance requested in an Advance Request to Administrative Agent's principal office in Houston, Texas, by wire transfer according to Administrative Agent's wire instructions, in funds that are available for immediate use by Administrative Agent by 4:00 p.m. on the date such Advance is to be made.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (E Loan Inc)
Procedures for Obtaining Advances. (a) The Company may obtain an Advance hereunder, subject to the satisfaction of the conditions set forth in Sections 4.1 and 4.2 hereof, upon compliance with the procedures set forth in this Section 2.2 and in EXHIBIT "D" attached hereto and made a part hereof2.2. Requests for Advances shall be initiated by the Company (i) by delivering to the Administrative Agent, by telecopy (with original to be sent immediately thereafter by overnight mail) Bank a completed and signed request for an Advance (an “Advance Request, or (ii”) by using on the electronic data transmission service provided then current form therefor approved by the Administrative Agent Bank and its licensor, MBMS Incorporated, to transmit provided to the Administrative Agent Company. The current form in use by the Bank is set forth in Exhibit B hereto. The Bank shall have the right to revise or supplement approved forms of Advance Request by giving prior written-notice thereof to the Company. Bank, in all events, reserves the right to reject any Loan Request to finance the acquisition of a request Covered Loan.
(b) The procedures to be followed by the Company in making an Advance Request for Advance ("Electronic Request")the purchase of Mortgage Loans, which shall include all information required by and the documents relating to the Collateral described in the Advance Request through required to be delivered to the Warehouse Management System software provided by Bank, shall consist of those set forth in the Administrative Agent following described Exhibit C attached hereto and its licensor, MBMS Incorporatedhereby made part hereof entitled: Procedures and Documentation for Warehousing Residential Mortgage Loans. The Administrative Agent Bank shall have the right, on not less than three thirty (330) Business Days' days’ prior written notice to the Company, to modify the Advance Request, Electronic Request, or any exhibits hereto said Exhibit(s) to conform to current legal requirements or Administrative Agent's practicesrequirements set forth by the regulators and independent certified auditors of the Bank, and, as so modified, said Advance Request, Electronic Request or exhibits Exhibit shall be deemed a part hereof. In consideration of the Lenders permitting the Company to make Electronic Requests hereof for Advances utilizing the Warehouse Management System software or any Advance Requests by telecopy, the Company covenants and agrees to assume liability for and to protect, indemnify and save the Lenders and the Administrative Agent harmless from, any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees and expenses of employees, which may be imposed, incurred by or asserted against the Lenders or the Administrative Agent by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with (i) any action of the Administrative Agent or any Lender pursuant to Electronic Requests or Advance Requests by telecopy, (ii) the breach of any provisions of this Agreement by the Company, (iii) the transfer of funds pursuant to such Electronic Requests or Advance Requests by telecopy, or (iv) the Administrative Agent's or any Lender honoring or failing to honor any Electronic Request or Advance Request by telecopy for any reason or no reason whatsoever. The Administrative Agent is entitled to rely upon and act upon Electronic Requests or Advance Requests by telecopy, and the Company shall be unconditionally and absolutely estopped from denying (x) the authenticity and validity of any such transaction so acted upon by the Administrative Agent once the Administrative Agent has advanced funds and has deposited or transferred such funds as requested in any such Electronic Request or Advance Request by telecopy, and (y) the Company's liability and responsibility therefor.
(b) In the case of any Wet Advances, the Company shall follow the procedures and, at or prior to the Lenders' making of such Wet Advances, shall deliver to the Administrative Agent or its designee the documents required by EXHIBIT "D" in connection with such Wet Advance. In case of Mortgage Loans financed through a Wet Advance, the Company shall cause all Collateral Documents to be delivered to the Administrative Agent or its designee within seven (7) Business Days after the date of the Wet Advance relating theretothereafter delivered.
(c) Before fundingfunding any Advance, the Administrative Agent and its designee Bank shall have a reasonable time three (3) Business Days to examine such each Advance Request and the Collateral Documents to be delivered prior to such requested the Advance, as set forth in Exhibit C hereto, and may reject such of them as do not meet the requirements of this Agreement. The Bank, in all events, reserves the right to reject any Advance Request and to finance the Collateral Documents purchase of (unless such Advance is a permitted Wet Advancei) must be received by Administrative Agent and all other conditions any Mortgage Loan which in the Bank’s judgment does not comply or did not comply at the time of origination with any federal or state statute or regulation applicable to such Advance must be satisfied no later than 12:00 noon HoustonMortgage Loan, Texas time in order for funding to occur the same dayand/or (ii) any Covered Loan.
(d) Each To make an Advance, the Bank shall debit this warehousing credit line account for the amount of the Advance Request and, unless otherwise agreed to by the Bank, the Bank shall wire the proceeds of such Advance to the Company’s operating account no. _____________ with the Bank.
(e) All Advances under this Agreement shall constitute a request for both (1) a Swingline Advance to be funded by Swingline Lender single indebtedness and the Advances to be made by Lenders to refinance that Swingline Advance, and (2) if Swingline Lender elects not to make a Swingline Advance, the Advances actually requested by the text all of the Advance Request to Collateral shall be funded by security for the Lenders. The Administrative Agent shall promptly, Note and in any case not later than 1:00 p.m. on for the date an Advance is to be made, notify each Lender performance of its receipt of an Advance Request, the matters specified therein, and of such Lender's Commitment Percentage all obligations of the requested Advance. If all conditions precedent Company to such Advance have been met the Bank.
(f) This Agreement shall be separate from and Administrative Agent has notified each Lender that Swingline Lender has elected shall not be subject to make a Swingline Advance pursuant to such Advance Request, each Lender shall remit its Commitment Percentage of any Advance requested the Senior Credit Facility except as specifically otherwise provided in an Advance Request to Administrative Agent's principal office in Houston, Texas, by wire transfer according to Administrative Agent's wire instructions, in funds that are available for immediate use by Administrative Agent by 4:00 p.m. on the date such Advance is to be madethis Agreement.
Appears in 1 contract
Samples: Flow Warehousing Credit and Security Agreement (Franklin Credit Management Corp/De/)
Procedures for Obtaining Advances. (a) The Company may obtain an Advance hereunder, subject to the satisfaction of the conditions set forth in Sections 4.1 and 4.2 hereof, upon compliance with the procedures set forth in this Section 2.2 and in EXHIBIT "D" attached hereto and made a part hereof2.2. Requests for Advances shall be initiated by the Company (i) by delivering to the Administrative Agent, by telecopy (with original to be sent immediately thereafter by overnight mail) Bank a completed and signed request for an Advance (an "Advance Request, or (ii") by using on the electronic data transmission service provided then current form therefor approved by the Administrative Agent Bank and its licensor, MBMS Incorporated, to transmit provided to the Administrative Agent a request Company. The current form in use by the Bank is set forth in Exhibit C hereto. The Bank shall have the right to revise or supplement approved forms of Advance Request by giving prior written-notice thereof to the Company.
(b) The procedures to be followed by the Company in making an Advance Request for Advance ("Electronic Request")the origination of Mortgage Loans, which shall include all information required by and the documents relating to the Collateral described in the Advance Request through (the Warehouse Management System software provided by "Collateral Documents") required to be delivered to the Administrative Agent Bank, shall consist of those set forth in the following described Exhibit D attached hereto and its licensorhereby made part hereof entitled: Procedures and Documentation for Warehousing Residential Mortgage Loans, MBMS Incorporatedas set forth in Exhibit D hereto. Unless the related Advance is no longer outstanding, the Company shall require the remaining Collateral Documents, as set forth in the aforementioned Exhibit D, to be furnished to the Bank within three (3) Business Days after the date of the Wet Settlement. The Administrative Agent Bank shall have the right, on not less than three (3) Business Days' prior notice to the Company, to modify the Advance Request, Electronic Request, or any exhibits hereto said Exhibit(s) to conform to current legal requirements or Administrative Agent's Bank practices, and, as so modified, said Advance Request, Electronic Request or exhibits Exhibit shall be deemed a part hereof. In consideration of the Lenders permitting the Company to make Electronic Requests for Advances utilizing the Warehouse Management System software or Advance Requests by telecopy, the Company covenants and agrees to assume liability for and to protect, indemnify and save the Lenders and the Administrative Agent harmless from, any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees and expenses of employees, which may be imposed, incurred by or asserted against the Lenders or the Administrative Agent by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with (i) any action of the Administrative Agent or any Lender pursuant to Electronic Requests or Advance Requests by telecopy, (ii) the breach of any provisions of this Agreement by the Company, (iii) the transfer of funds pursuant to such Electronic Requests or Advance Requests by telecopy, or (iv) the Administrative Agent's or any Lender honoring or failing to honor any Electronic Request or Advance Request by telecopy for any reason or no reason whatsoever. The Administrative Agent is entitled to rely upon and act upon Electronic Requests or Advance Requests by telecopy, and the Company shall be unconditionally and absolutely estopped from denying (x) the authenticity and validity of any such transaction so acted upon by the Administrative Agent once the Administrative Agent has advanced funds and has deposited or transferred such funds as requested in any such Electronic Request or Advance Request by telecopy, and (y) the Company's liability and responsibility therefor.
(b) In the case of any Wet Advances, the Company shall follow the procedures and, at or prior to the Lenders' making of such Wet Advances, shall deliver to the Administrative Agent or its designee the documents required by EXHIBIT "D" in connection with such Wet Advance. In case of Mortgage Loans financed through a Wet Advance, the Company shall cause all Collateral Documents to be delivered to the Administrative Agent or its designee within seven (7) Business Days after the date of the Wet Advance relating thereto.
(c) Before fundingfunding any Advance, the Administrative Agent and its designee Bank shall have a reasonable time twenty four (24) hours to examine such each Advance Request and the Collateral Documents to be delivered prior to such requested the Advance, as set forth in Exhibit D hereto, and may reject such of them as do not meet the requirements of this Agreement. The Advance Request and the Collateral Documents (unless such Advance is a permitted Wet Advance) must be received by Administrative Agent and all other conditions to such Advance must be satisfied no later than 12:00 noon Houston, Texas time in order for funding to occur the same day.
(d) Each To make an Advance, the Bank shall debit the Company's warehousing credit line account for the amount of the Advance Request and, unless otherwise agreed to by the Bank, the Bank shall deposit the proceeds of such Advance to the Company's operating account no. 402620085 with the Bank.
(e) All Advances under this Agreement shall constitute a request for both (1) a Swingline Advance to be funded by Swingline Lender single indebtedness and the Advances to be made by Lenders to refinance that Swingline Advance, and (2) if Swingline Lender elects not to make a Swingline Advance, the Advances actually requested by the text all of the Advance Request to Collateral shall be funded by security for the Lenders. The Administrative Agent shall promptly, Note and in any case not later than 1:00 p.m. on for the date an Advance is to be made, notify each Lender performance of its receipt of an Advance Request, the matters specified therein, and of such Lender's Commitment Percentage all obligations of the requested Advance. If all conditions precedent Company to such Advance have been met and Administrative Agent has notified each Lender that Swingline Lender has elected not to make a Swingline Advance pursuant to such Advance Request, each Lender shall remit its Commitment Percentage of any Advance requested in an Advance Request to Administrative Agent's principal office in Houston, Texas, by wire transfer according to Administrative Agent's wire instructions, in funds that are available for immediate use by Administrative Agent by 4:00 p.m. on the date such Advance is to be madeBank.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Franklin Credit Management Corp/De/)
Procedures for Obtaining Advances. (a) The Company may obtain an Advance hereunder subject to the following:
(1) The Company may obtain an Advance hereunder, subject to the satisfaction of the conditions set forth in Sections 4.1 and 4.2 hereof, upon compliance with the procedures set forth in this Section 2.2 and in EXHIBIT "DC" attached hereto and made a part hereof. Requests for Advances shall be initiated by the Company (i) by delivering to the Administrative AgentLender and its designee, by telecopy (with original to be sent immediately thereafter by overnight mail) a completed and signed request for an Advance (an "Advance Request") in the form of EXHIBIT "A" attached hereto and made a part hereof, or (ii) by using the electronic data transmission service provided by the Administrative Agent Lender and its licensor, MBMS Incorporated, to transmit to the Administrative Agent Lender a request for Advance ("Electronic Request"), which shall include all information required by the Advance Request EXHIBIT "A" through the Warehouse Management System software provided by the Administrative Agent Lender and its licensor, MBMS Incorporated. The Administrative Agent Lender shall have the right, on not less than three (3) Business Days' prior notice to the Company, to modify the Advance Request, Electronic Request, or any exhibits hereto to conform to current legal requirements or Administrative Agent's Lender practices, and, as so modified, said Advance Request, Electronic Request or exhibits shall be deemed a part hereof. In consideration of the Lenders Lender permitting the Company to make Electronic Requests for Advances utilizing the Warehouse Management System software or Advance Requests by telecopy, the Company covenants and agrees to assume liability for and to protect, indemnify and save the Lenders and the Administrative Agent Lender harmless from, any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees and expenses of employees, which may be imposed, incurred by or asserted against the Lenders or the Administrative Agent Lender by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with (i) any action of the Administrative Agent or any Lender pursuant to Electronic Requests or Advance Requests by telecopy, (ii) the breach of any provisions of this Agreement by the Company, (iii) the transfer of funds pursuant to such Electronic Requests or Advance Requests by telecopy, or (iv) the Administrative AgentLender's or any Lender honoring or failing to honor any Electronic Request or Advance Request by telecopy for any reason or no reason whatsoever. The Administrative Agent Lender is entitled to rely upon and act upon Electronic Requests or Advance Requests by telecopy, and the Company shall be unconditionally and absolutely estopped from denying (x) the authenticity and validity of any such transaction so acted upon by the Administrative Agent Lender once the Administrative Agent Lender has advanced funds and has deposited or transferred such funds as requested in any such Electronic Request or Advance Request by telecopy, and (y) the Company's liability and responsibility therefor.
(b2) In the case of any Wet Settlement Advances, the Company shall follow the procedures and, at or prior to the Lenders' Lender's making of such Wet AdvancesSettlement Advance, shall deliver to the Administrative Agent Lender or its designee the documents required by set forth in Section 11 of EXHIBIT "DC" in connection with such Wet Advancehereto. In case of Mortgage Loans Collateral financed through a Wet Settlement Advance, the Company shall cause all Collateral Documents to be delivered to the Administrative Agent Lender or its designee within seven (7) Business Days after the date of the Wet Settlement Advance relating thereto.
(c) Before funding, the Administrative Agent and its designee shall have a reasonable time to examine such Advance Request and the Collateral Documents to be delivered prior to such requested Advance, and may reject such of them as do not meet the requirements of this Agreement. The Advance Request and the Collateral Documents (unless such Advance is a permitted Wet Advance) must be received by Administrative Agent and all other conditions to such Advance must be satisfied no later than 12:00 noon Houston, Texas time in order for funding to occur the same day.
(d) Each Advance Request shall constitute a request for both (1) a Swingline Advance to be funded by Swingline Lender and the Advances to be made by Lenders to refinance that Swingline Advance, and (2) if Swingline Lender elects not to make a Swingline Advance, the Advances actually requested by the text of the Advance Request to be funded by the Lenders. The Administrative Agent shall promptly, and in any case not later than 1:00 p.m. on the date an Advance is to be made, notify each Lender of its receipt of an Advance Request, the matters specified therein, and of such Lender's Commitment Percentage of the requested Advance. If all conditions precedent to such Advance have been met and Administrative Agent has notified each Lender that Swingline Lender has elected not to make a Swingline Advance pursuant to such Advance Request, each Lender shall remit its Commitment Percentage of any Advance requested in an Advance Request to Administrative Agent's principal office in Houston, Texas, by wire transfer according to Administrative Agent's wire instructions, in funds that are available for immediate use by Administrative Agent by 4:00 p.m. on the date such Advance is to be made.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (BNC Mortgage Inc)
Procedures for Obtaining Advances. (a) The Company Borrower may obtain an Advance hereunder, subject to the satisfaction of the conditions set forth in Sections 4.1 and 4.2 hereof, upon compliance with the procedures set forth in this Section 2.2 and in EXHIBIT "D" Exhibit C attached hereto and made a part hereof. Requests for Advances shall be initiated by the Company Borrower (i) by delivering to the Administrative Agent, by telecopy (with original a copy to be sent immediately thereafter by overnight mail) the Collateral Custodian, not later than 1 Business Day before the Business Day on which the Borrower desires the Advance, a completed and signed request for an Advance (an "Advance Request") in the form of Exhibit A attached hereto and made a part hereof, or (ii) by using the electronic data transmission service provided by the Administrative Agent and its licensor, MBMS Incorporated, to transmit to the Administrative Agent a request for Advance ("Electronic Request"), which shall include all information required by the Advance Request through the Warehouse Management System software provided by the Administrative Agent and its licensor, MBMS Incorporated. The Administrative Agent shall have the right, on not less than three (3) Business Days' prior notice to the CompanyBorrower, to modify the form of the Advance Request, Electronic Request, Request or any exhibits hereto hereto, subject to conform the prior written consent of the Borrower, not to current legal requirements or Administrative Agent's practicesbe unreasonably withheld, and, as so modified, said Advance Request, Electronic Request or exhibits shall be deemed a part hereof. In consideration of the Lenders permitting the Company to make Electronic Requests for Advances utilizing the Warehouse Management System software or Advance Requests by telecopy, the Company covenants and agrees to assume liability for and to protect, indemnify and save the Lenders and the Administrative Agent harmless from, any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees and expenses of employees, which may be imposed, incurred by or asserted against the Lenders or the Administrative Agent by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with (i) any action of the Administrative Agent or any Lender pursuant to Electronic Requests or Advance Requests by telecopy, (ii) the breach of any provisions of this Agreement by the Company, (iii) the transfer of funds pursuant to such Electronic Requests or Advance Requests by telecopy, or (iv) the Administrative Agent's or any Lender honoring or failing to honor any Electronic Request or Advance Request by telecopy for any reason or no reason whatsoever. The Administrative Agent is entitled to rely upon and act upon Electronic Requests or Advance Requests by telecopy, and the Company shall be unconditionally and absolutely estopped from denying (x) the authenticity and validity of any such transaction so acted upon by the Administrative Agent once the Administrative Agent has advanced funds and has deposited or transferred such funds as requested in any such Electronic Request or Advance Request by telecopy, and (y) the Company's liability and responsibility therefor.
(b) In Subject to the case delivery of any Wet Advancesan Advance Request, and the satisfaction of the conditions set forth in Sections 4.1 and 4.2, the Company shall follow Borrower is entitled to obtain an Advance under this Agreement upon compliance with the procedures andset forth in this Section and in the applicable Exhibit C, at or prior including delivery to the Lenders' making Collateral Custodian of such Wet Advances, shall deliver to the Administrative Agent or its designee the documents all required by EXHIBIT "D" in connection with such Wet Advance. In case of Mortgage Loans financed through a Wet Advance, the Company shall cause all Collateral Documents to be delivered to the Administrative Agent or its designee within seven (7) Business Days after the date of the Wet Advance relating theretoDocuments.
(c) Before fundingAbsent contrary written notice from a Lender received by Agent by 2:00 p.m. on the Advance Date, Agent may assume that each Lender has made its Commitment Percentage of an Advance under an Advance Request available to Agent on the Advance Date and may, but is not obligated to, make available to Borrower a corresponding amount. If a Lender fails to make its Commitment Percentage of that Advance available to Agent on the Advance Date (whether because of that Lender's default, because that Lender is not open for business on that Business Day, or otherwise) then Agent may recover that amount on demand (i) from that Lender, together with interest at the Federal Funds Rate, during the period from the Advance Date to the date Agent recovers that amount from that Lender - which payment is deemed to be that Lender's Commitment Percentage of that Advance or (ii) if that Lender fails to pay that amount upon demand, then from Borrower together with interest at an annual interest rate equal to the rate applicable to the requested Advance during the period from the Advance Date to the date Agent recovers that amount from Borrower. If any Lender fails to fund its Commitment Percentage in any Advance, the Administrative other Lenders shall be entitled, but not obligated, to fund the defaulting Lender's Commitment Percentage in such Advance. Thereafter, the Commitment Percentage of each Lender shall be adjusted accordingly. Nothing in these provisions changes or limits the obligation of each Lender to lend its Commitment Percentage of each Advance. Each Lender assumes the credit risk for amounts lent by Agent and its designee shall have a reasonable pursuant to this Section 2.2(c) from the time the Advance is made available to examine such Advance Request and or for the Collateral Documents to be delivered prior to such requested AdvanceBorrower, and may reject such and, after Agent has recovered the amount of them as do not meet the requirements interest provided for in clause (i) above of this Agreement. The Advance Request and the Collateral Documents (unless Section 2.2(c), is entitled to interest on such Advance is a permitted Wet Advance) must be received by Administrative Agent and all other conditions to amount lent from such Advance must be satisfied no later than 12:00 noon Houston, Texas time in order for funding to occur the same daytime.
(d) Each Advance Request shall constitute a request Although no Lender is responsible for both (1) a Swingline Advance to be funded by Swingline the failure of any other Lender and the Advances to be made by Lenders to refinance that Swingline Advance, and (2) if Swingline Lender elects not to make a Swingline Advance, the Advances actually requested by the text of the Advance Request to be funded by the Lenders. The Administrative Agent shall promptly, and in any case not later than 1:00 p.m. on the date an Advance is to be made, notify each Lender of its receipt of an Advance Request, the matters specified therein, and of such Lender's Commitment Percentage of the requested Advance. If all conditions precedent to such Advance have been met and Administrative Agent has notified each Lender that Swingline Lender has elected not to make a Swingline Advance pursuant to such Advance Request, each Lender shall remit its Commitment Percentage of any Advance requested in Advance, that failure does not excuse any other Lender from making its Commitment Percentage of that Advance.
(e) To make an Advance Request to Administrative AgentAdvance, the Agent shall credit the Borrower's principal office in Houston, Texas, Funding Account upon compliance by wire transfer according to Administrative Agent's wire instructions, in funds that are available for immediate use by Administrative Agent by 4:00 p.m. on the date such Advance is to be madeBorrower with the terms of this Agreement.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Centerline Holding Co)
Procedures for Obtaining Advances. The Company may obtain an Advance hereunder subject to the following:
(a) The Company may obtain an Advance hereunder, subject to the satisfaction of the conditions set forth in Sections 4.1 and 4.2 hereof, upon compliance with the procedures set forth in this Section 2.2 and in EXHIBIT "D" Exhibit ”C” attached hereto and made a part hereof. Requests for Advances shall be initiated by the Company (i) by delivering to the Administrative Agent, by telecopy (with original to be sent immediately thereafter by overnight mail) a completed and signed Advance Request, or (ii) by using the electronic data transmission service provided by the Administrative Agent and its licensor, MBMS Incorporated, Lender to transmit to the Administrative Agent Lender a request for Advance ("“Electronic Request"”), which shall include all information required by the Advance Request Exhibit ”A” through the Warehouse Management System software provided by the Administrative Agent Lender and its licensor, MBMS Incorporated. The Administrative Agent Lender shall have the right, on not less than three (3) Business Days' ’ prior notice to the Company, to modify the Advance Request, Electronic Request, or any exhibits hereto to conform to current legal requirements or Administrative Agent's Lender practices, and, as so modified, said Advance Request, Electronic Request or exhibits shall be deemed a part hereof. In consideration of the Lenders Lender permitting the Company to make Electronic Requests for Advances utilizing the Warehouse Management System software or Advance Requests by telecopy, the Company covenants and agrees to assume liability for and to protect, indemnify and save the Lenders and the Administrative Agent Lender harmless from, any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' ’ fees and expenses of employees, which may be imposed, incurred by or asserted against the Lenders or the Administrative Agent Lender by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with (i) any action of the Administrative Agent or any Lender pursuant to Electronic Requests or Advance Requests by telecopy, (ii) the breach of any provisions of this Agreement by the Company, (iii) the transfer of funds pursuant to such Electronic Requests or Advance Requests by telecopy, or (iv) the Administrative Agent's or any Lender Lender’s honoring or failing to honor any Electronic Request or Advance Request by telecopy for any reason or no reason whatsoever. The Administrative Agent Lender is entitled to rely upon and act upon Electronic Requests or Advance Requests by telecopy, and the Company shall be unconditionally and absolutely estopped from denying (x) the authenticity and validity of any such transaction so acted upon by the Administrative Agent Lender once the Administrative Agent Lender has advanced funds and has deposited or transferred such funds as requested in any such Electronic Request or Advance Request by telecopy, and (y) the Company's ’s liability and responsibility therefor.
(b1) In the case of any Wet Settlement Advances, the Company shall follow the procedures and, at or prior to the Lenders' Lender’s making of such Wet AdvancesSettlement Advance, shall deliver to the Administrative Agent Lender or its designee the documents required by EXHIBIT "D" set forth in connection with such Wet AdvanceSection II of Exhibit ”C” hereto. In case of Mortgage Loans Collateral financed through a Wet Settlement Advance, the Company shall cause all Collateral Documents to be delivered to the Administrative Agent Lender or its designee within seven (7) Business Days after the date of the Wet Settlement Advance relating thereto.
(c2) Before funding, the Administrative Agent Lender and its designee shall have a reasonable time to examine such Advance Request and the Collateral Documents to be delivered prior to such requested Advance, as set forth in the applicable Exhibit hereto, and may reject such of them as do not meet the requirements of this AgreementAgreement or of the related Purchase Commitment. The Advance Request and the Collateral Documents (unless such Advance is a permitted Wet Advance) must be received by Administrative Agent and all other conditions to such Advance must be satisfied Lender no later than 12:00 noon 2:00 p.m. Houston, Texas time in order for funding to occur the same day.
(d) Each Advance Request shall constitute a request for both (1) a Swingline Advance to be funded by Swingline Lender and the Advances to be made by Lenders to refinance day provided that Swingline Advance, and (2) if Swingline Lender elects not to make a Swingline Advance, the Advances actually requested by the text of the Advance Request to be funded by the Lenders. The Administrative Agent shall promptly, and in any case not later than 1:00 p.m. on the date an Advance is to be made, notify each Lender of its receipt of an Advance Request, the matters specified therein, and of such Lender's Commitment Percentage of the requested Advance. If all conditions precedent to such Advance have been met and Administrative Agent has notified each Lender that Swingline Lender has elected not to satisfied.
(b) To make a Swingline Advance pursuant to such Advance Requestan Advance, each the Lender shall remit its Commitment Percentage credit the Funding Account upon compliance by the Company with the terms of any Advance requested in an Advance Request to Administrative Agent's principal office in Houston, Texas, by wire transfer according to Administrative Agent's wire instructions, in funds that are available for immediate use by Administrative Agent by 4:00 p.m. on the date such Advance is to be madethis Agreement.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Sirva Inc)
Procedures for Obtaining Advances. (a) The Company may obtain an Advance hereunder, subject to the satisfaction of the conditions set forth in Sections 4.1 and 4.2 hereof, upon compliance with the procedures set forth in this Section 2.2 and in EXHIBIT "D" attached hereto and made a part hereof2.2. Requests for Advances shall be initiated by the Company (i) by delivering to the Administrative Agent, by telecopy (with original to be sent immediately thereafter by overnight mail) Bank a completed and signed request for an Advance (an "Advance Request") on the then current form therefor approved by the Bank. The current form in use by the Bank is set forth in Exhibit C hereto. The Bank shall have the right to revise or supplement approved forms of Advance Request by giving notice thereof to the Company.
(b) The procedures to be followed by the Company in making an Advance Request, or (ii) by using and the electronic data transmission service provided by the Administrative Agent and its licensor, MBMS Incorporated, to transmit document relating to the Administrative Agent a request for Advance ("Electronic Request"), which shall include all information required by Collateral described in the Advance Request through (the Warehouse Management System software provided by "Collateral Documents") required to be delivered to the Administrative Agent Bank, shall consist of those set forth in the following described Exhibit attached hereto and its licensorhereby made part hereof: Procedures and Documentation for Warehousing Residential Mortgage loans, MBMS Incorporatedas set forth in Exhibit D hereto. Unless the related Advance is no longer outstanding, the Company shall require the remaining Collateral Documents, as set forth in the aforementioned Exhibit D, to be furnished to the Bank within three (3) Business Days after the date of the Wet Settlement. The Administrative Agent Bank shall have the right, on not less than three (3) Business Days' Days prior notice to the Company, to modify the Advance Request, Electronic Request, or any exhibits hereto said Exhibit(s) to conform to current legal requirements or Administrative Agent's Bank practices, and, as so modified, said Advance Request, Electronic Request or exhibits Exhibit shall be deemed a part hereof. In consideration of the Lenders permitting the Company to make Electronic Requests for Advances utilizing the Warehouse Management System software or Advance Requests by telecopy, the Company covenants and agrees to assume liability for and to protect, indemnify and save the Lenders and the Administrative Agent harmless from, any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees and expenses of employees, which may be imposed, incurred by or asserted against the Lenders or the Administrative Agent by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with (i) any action of the Administrative Agent or any Lender pursuant to Electronic Requests or Advance Requests by telecopy, (ii) the breach of any provisions of this Agreement by the Company, (iii) the transfer of funds pursuant to such Electronic Requests or Advance Requests by telecopy, or (iv) the Administrative Agent's or any Lender honoring or failing to honor any Electronic Request or Advance Request by telecopy for any reason or no reason whatsoever. The Administrative Agent is entitled to rely upon and act upon Electronic Requests or Advance Requests by telecopy, and the Company shall be unconditionally and absolutely estopped from denying (x) the authenticity and validity of any such transaction so acted upon by the Administrative Agent once the Administrative Agent has advanced funds and has deposited or transferred such funds as requested in any such Electronic Request or Advance Request by telecopy, and (y) the Company's liability and responsibility therefor.
(b) In the case of any Wet Advances, the Company shall follow the procedures and, at or prior to the Lenders' making of such Wet Advances, shall deliver to the Administrative Agent or its designee the documents required by EXHIBIT "D" in connection with such Wet Advance. In case of Mortgage Loans financed through a Wet Advance, the Company shall cause all Collateral Documents to be delivered to the Administrative Agent or its designee within seven (7) Business Days after the date of the Wet Advance relating thereto.
(c) Before fundingfunding any Advance, the Administrative Agent and its designee Bank shall have a reasonable time to examine such each Advance Request and the Collateral Documents to be delivered prior to such requested the Advance, as set forth in Exhibits D hereto, and may reject such of them as do not meet the requirements of this Agreement. The Advance Request and Agreement or of the Collateral Documents (unless such Advance is a permitted Wet Advance) must be received by Administrative Agent and all other conditions to such Advance must be satisfied no later than 12:00 noon Houston, Texas time in order for funding to occur the same dayrelated Purchase commitment.
(d) Each To make an Advance, the Bank shall (i) wire funds to the closing agent or authorize payment of the Company's draft upon compliance by the Company with the terms of this Agreement and shall immediately thereafter debit said account for the amount of the Advance Request and transmit such amount in accordance with the procedures described herein.
(e) All Advances under this Agreement shall constitute a request for both (1) a Swingline Advance to be funded by Swingline Lender single indebtedness and the Advances to be made by Lenders to refinance that Swingline Advance, and (2) if Swingline Lender elects not to make a Swingline Advance, the Advances actually requested by the text all of the Advance Request to Collateral shall be funded by security for the Lenders. The Administrative Agent shall promptly, Note and in any case not later than 1:00 p.m. on for the date an Advance is to be made, notify each Lender performance of its receipt of an Advance Request, the matters specified therein, and of such Lender's Commitment Percentage all obligations of the requested Advance. If all conditions precedent Company to such Advance have been met and Administrative Agent has notified each Lender that Swingline Lender has elected not to make a Swingline Advance pursuant to such Advance Request, each Lender shall remit its Commitment Percentage of any Advance requested in an Advance Request to Administrative Agent's principal office in Houston, Texas, by wire transfer according to Administrative Agent's wire instructions, in funds that are available for immediate use by Administrative Agent by 4:00 p.m. on the date such Advance is to be madeBank.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Preferred Credit Corp)
