Principal Payments. (a) Borrower must pay Lender the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date. (b) Except as otherwise provided in Section 3.1, Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time. (c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 3 contracts
Sources: Warehousing Credit and Security Agreement (Mortgageit Holdings Inc), Warehousing Credit and Security Agreement (MortgageIT Holdings, Inc.), Warehousing Credit and Security Agreement (MortgageIT Holdings, Inc.)
Principal Payments. (a) Borrower must pay Lender the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.13.1(d), Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time.
(c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s 's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded.
(2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) For any Pledged Loan, the Warehouse Period elapses.
(2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian.
(3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan.
(4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment.
(5) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment.
(e) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance.
(f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Loans Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of a specific Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets.
(g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan exceed or REO Property multiplied by the aggregate Purchase Commitments for that type Fair Market Value of Eligible the Mortgage Loan.
Appears in 3 contracts
Sources: Warehousing Credit and Security Agreement (Oak Street Financial Services Inc), Warehousing Credit and Security Agreement (Oak Street Financial Services Inc), Warehousing Credit and Security Agreement (Oak Street Financial Services Inc)
Principal Payments. (a) Borrower must pay Lender the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.1, Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time.
(c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded.
(2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 2 contracts
Sources: Warehousing Credit and Security Agreement (Homebanc Corp), Warehousing Credit and Security Agreement (First NLC Financial Services Inc)
Principal Payments. (a) Borrower must pay Lender the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.1, Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time.
(c) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) One For any Pledged Loan, the Warehouse Period elapses.
(12) Business Day elapses from For any Pledged Loan, the Shipped Period elapses.
(3) On the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded.
(24) One (1) Business Day elapses from the date a Warehousing Advance was made against a Pledged Loan, without receipt of the Collateral Documents relating to that Pledged Loan required to be delivered on that date.
(5) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(36) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition applicable to it set forth in Article 9.
(47) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(58) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment.
(9) Three (3) Business Days after the date a Pledged Mortgage is rejected for purchase by an Investor unless another Purchase Commitment is provided within that 3 Business Day period.
(10) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(611) One With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment.
(1d) In addition to the payments required by Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance.
(e) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower’s Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower’s affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account in, an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets.
(f) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan multiplied by the Fair Market Value of the Mortgage Loan.
(g) Borrower must give Lender Notice not later than 2:00 p.m. on the Business Day immediately preceding the date scheduled for payment to Lender of proceeds of Pledged Assets or any other payment on the foreclosure or trustee sale Obligations if the amount of the premises securing payment exceeds $20,000,000. If Lender is unable to reinvest that payment as a Pledged Loanresult of Borrower’s failure to provide such Notice, Borrower must pay to Lender an administrative fee equal to 1 day of interest on the amount of that payment at a rate of 1.50% per annum. Administrative and other fees are due and payable in the same manner as interest is due and payable under this Agreement.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 2 contracts
Sources: Warehousing Credit and Security Agreement (Commercial Capital Bancorp Inc), Warehousing Credit and Security Agreement (Commercial Capital Bancorp Inc)
Principal Payments. (a) Borrower must pay Lender the The outstanding principal amount of all Warehousing Advances shall be payable in full on the Warehousing Maturity Date.
(b) Except as otherwise provided The Company shall have the right to prepay the outstanding Advances in Section 3.1whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty.
(c) Borrower must All payments of outstanding Advances from the proceeds of the sale or other disposition of Pledged Mortgages and Pledged Securities shall be paid directly by the Investor to the Cash Collateral Account to be applied against the obligations.
(d) The Company shall pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Company authorizes the Lender to cause the Funding Bank to charge Borrower’s the Company's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage, upon the earliest occurrence of any of the following events:
(1) One one (1) Business Day elapses from the date a Warehousing an Advance was made if and the Pledged Loan Mortgage which was to be have been funded by that Warehousing such Advance is not closed and funded.
(2) Ten (10) Business Days elapse without from the return of date a Collateral Document was delivered by Lender to Borrower the Company for correction or completion under a Trust Receipt for correction or completionReceipt, without being returned to the Lender.
(3) On the date on which a Pledged Loan Mortgage is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraudinformation, whether or not Borrower the Company had knowledge of the misrepresentation, incomplete such misrepresentation or incorrect information information, or fraudthe Pledged Mortgage is defaulted and remains in default for a period of sixty (60) days or more.
(4) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment and the specific Pledged Mortgage was not delivered under the Purchase Commitment prior to such mandatory delivery date, on or the Purchase Commitment is terminated; unless in each case, such Pledged Mortgage is eligible for delivery to an Investor under a comparable Purchase Commitment acceptable to the Lender.
(5) Upon sale, maturity or other disposition of the Pledged Mortgage.
(6) If the Pledged mortgage is included in a Mortgage Pool, then, if the Mortgage Pool is an Eligible Mortgage Pool, upon sale of the Mortgage-backed Security, or if the Mortgage Pool is not an Eligible Mortgage Pool, within two (2) Business Days after delivery of the Pledged Mortgages to the pool custodian.
(7) On the date on which Borrower the Company knows, or has reason to know, or receives Notice notice from the Lender, that (A) one or more of the representations and warranties set forth in Article 9 Section 5.15 were inaccurate or incomplete in any material respect on any date when made or deemed made.
(e) Upon Notice to the Company by the Lender, the Company shall pay to the Lender, and the Company authorizes the Lender to cause the Funding Bank to charge the Company's Operating Account for, the amount of any outstanding Advance against a specific Pledged Mortgage upon the earliest occurrence of any of the following events:
(1) For a Pledged Mortgage with respect to which a longer or shorter period is not prescribed elsewhere in Sections 2.5(d) or 2.5(e), one hundred eighty (B180) Borrower has failed to perform days elapse from the date of the initial Advance made by the Lender against such Pledged Mortgage, whether or comply with any covenantnot such Pledged Mortgage is included in an Eligible Mortgage Pool.
(2) For a Title I Mortgage Loan or a Nonconforming Mortgage Loan that is not covered by a Purchase Commitment, term ninety (90) days elapse from the date of the initial Advance made by the Lender against such Pledged Mortgage, whether or condition set forth not such Pledged Mortgage is included in Article 9an Eligible Mortgage Pool.
(3) For a high LTV Mortgage Loan, sixty (60) days elapse from the date of the initial Advance made by the Lender against such Pledged Mortgage, whether or not such Pledged Mortgage is included in an Eligible Mortgage Pool.
(4) On For any Pledged Mortgage secured by a Second Mortgage, one hundred twenty (120) days elapse from the date of the initial Advance made by the Lender against such Pledged Loan Mortgage or a payment of any Lien prior to the such Pledged Mortgage securing repayment of the Pledged Loan is defaulted delinquent, and remains in default delinquent for a period of 60 sixty (60) days or more.
(5) Upon Forty-five (45) days elapse from the sale, other disposition date the Pledged Mortgage was delivered to an Investor or prepayment of any Pledged Asset or, with respect to a Pledged Loan included an Approved Custodian for examination and purchase or inclusion in an Eligible Mortgage Pool, without the purchase being made or the Eligible Mortgage Pool being initially certified, or upon the sale or other disposition rejection of the related Agency SecurityPledged Mortgage as unsatisfactory by an Investor or an Approved Custodian.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
Seven (7) If Business Days elapse from the outstanding Warehousing Advances against date a Wet Settlement Advance was made without receipt by the Lender of all Collateral Documents relating to such Pledged Loans Mortgage, or such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of a specific type of Eligible Loan exceed this Agreement or the aggregate related Purchase Commitments for that type of Eligible LoanCommitment.
Appears in 2 contracts
Sources: Warehousing Credit and Security Agreement (Mortgage Com Inc), Warehousing Credit and Security Agreement (Mortgage Com Inc)
Principal Payments. Amortizing payments of the Principal Amount shall be made by the Company on December 1, 2007 and on the first business day of each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Date”). So long as no Event of Default shall have occurred and then be continuing, interest hereunder shall only be payable as a component of the Amortization Amount (as hereafter defined) in accordance with the terms of this Section 1.3. Subject to Article II below, commencing on the first Amortization Date, the Company shall make monthly payments of principal and interest to the Holder on each Amortization Date equal to the Amortization Amount. All such payments shall be applied by the Holder first to accrued and unpaid interest, fees and expenses owing by the Company to the Holder and then to the outstanding principal balance owing hereunder. In the event the Amortization Amount (as hereafter defined) due and payable on any Amortization Date which occurs on or after the March 1, 2008 Amortization Date is less than $28,300, then the Company shall nevertheless be required to make a payment to the Holder on such Amortization Date of an amount equal to the difference between $28,300 and the then applicable Amortization Amount, which such payment shall be applied by the Holder to accrued and unpaid interest, fees and expenses owing by the Company to the Holder and then to the outstanding principal balance owing hereunder; provided, however, during such time as an Event of Default shall have occurred and be continuing, the Company shall make interest payments hereunder to the Holder in accordance with Sections 1.1 and 2.2 of this Note without regard to any reduction in such cash interest payment which may otherwise have been applicable under this Section 1.3 had no Event of Default then been in existence. Any outstanding Principal Amount together with any accrued and unpaid interest and any and all other unpaid amounts which are then owing by the Company to the Holder under this Note, the Purchase Agreement and/or any other Related Agreement shall be due and payable on the Maturity Date. For purposes of this Section, (a) Borrower must pay Lender the outstanding principal term “Amortization Amount” shall mean an amount equal to the product of (i) .566 times (ii) eighty percent (80%) of the Net Revenue for the calendar month immediately preceding the Amortization Date relating to all Warehousing Advances oil and gas properties of the Company identified on Schedule A attached hereto, all other Leases (as defined in the Warehousing Maturity Date.
NPI (as defined below)) and properties and interests described on Exhibit A to all Supplemental NPI Conveyance(s) as defined in that certain Net Profits Interest Agreement dated as of the 30th day of November, 2007, by and among NCEC, Century Resources, Inc., Valens U.S. SPV I, LLC and Valens Offshore SPV II, Corp. (as amended, supplemented, restated or modified from time to time, the “NPI”) and any other properties and interests developed with the proceeds of the Loans evidenced by this Note ; provided, however, such percentage shall increase to one hundred percent (100%) upon the occurrence and during the continuance of an Event of Default and (b) Except as otherwise provided “Net Revenue” shall mean the gross proceeds paid to the Company in Section 3.1respect of oil, Borrower may prepay any portion of gas and/or other hydrocarbon production in which the Warehousing Advances without premium or penalty at any time.
(c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded.
(2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, Company has an interest whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior such proceeds are remitted to the Mortgage securing repayment of lockbox account and/or any other blocked account established by the Pledged Loan is defaulted and remains Company in default for a period of 60 days or more.
(5) Upon connection with the saletransactions contemplated hereby net of, other disposition or prepayment of any Pledged Asset orin each case, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition period for which such Net Revenue relates (i) the reasonable ordinary day to day expenses associated with the Company’s operation of the related Agency Security.
leases, ▇▇▇▇▇ and equipment, including fuel, materials, labor, maintenance, routine production equipment replacement, repairs, routine workover costs to maintain production from an existing completed well, royalty, severance tax and ad valorem tax, in each case using accounting practices and procedures ordinary and customary in the oil and gas industry (6collectively, the “Lease Operating Expenses”) One and (1ii) Business Day immediately preceding the date scheduled for Company’s reasonable estimate of its federal tax (including federal income tax) liability (after taking into account all applicable deductions, depletion and credits) (the foreclosure or trustee sale “Estimated Taxes”), all of which, in the case of the premises securing a Pledged Loanforegoing clauses (i) and (ii), shall be subject to the Agent’s approval which shall be provided in the exercise of the Agent’s reasonable discretion based on such supporting documentation from the Company as the Agent shall request.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 2 contracts
Sources: Secured Term Note (New Century Energy Corp.), Secured Term Note (New Century Energy Corp.)
Principal Payments. (ai) The Tranche 1 Note is a term note, and all principal amounts due with respect to the Tranche 1 Note shall be payable in installments in accordance with the Tranche 1 Payment Schedule set forth on SCHEDULE 2.02 hereto, commencing on the Tranche 1 Initial Payment Date and on each Payment Date thereafter until the Tranche 1 Maturity Date. The amount of each such principal installment payment shall be calculated, at the outset, by taking the applicable percentage (as described on SCHEDULE 2.02 hereto) of the amount of all principal amounts outstanding on the Tranche 1 First Borrowing Date; PROVIDED, HOWEVER, that the principal payment amounts shall be recalculated by Lender each time Advances are made hereunder after the Tranche 1 First Borrowing Date but prior to the Amendment Closing Date, based on the aggregate amount of all Advances made at any time. Borrower must pay and Lender understand that this payment schedule is intended to amortize fully the principal amount advanced under the Tranche 1 Note in equal monthly payments from the date of such Advance to the Tranche 1 Maturity Date and any other principal and interest amounts outstanding representing amounts owed under Advances made prior to the Amendment Closing Date will be added to the final payment on the Tranche 1 Maturity Date. In any event, the entire outstanding principal amount of the Tranche 1 Note and all Warehousing Advances accrued but unpaid interest and all other outstanding amounts due thereunder shall be paid on the Warehousing Tranche 1 Maturity Date.
(bii) Except The Tranche 2 Note is a term note, and all principal amounts due with respect to the Tranche 2 Note shall be payable in installments in accordance with the Tranche 2 Payment Schedule set forth on SCHEDULE 2.02 hereto, commencing on the Tranche 2 Initial Payment Date and on each Payment Date thereafter until the Tranche 2 Maturity Date. The amount of each such principal installment payment shall be calculated, at the outset, by taking the applicable percentage (as otherwise provided in Section 3.1, Borrower may prepay any portion described on SCHEDULE 2.02 hereto) of the Warehousing amount of all principal amounts outstanding on the Tranche 2 First Borrowing Date; PROVIDED, HOWEVER, that the principal payment amounts shall be recalculated by Lender each time Advances without premium or penalty are made hereunder after the Amendment Closing Date, based on the aggregate amount of all Advances made at any time.
(c) . Borrower must pay and Lender understand that this payment schedule is intended to Lender, without amortize fully the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause principal amount advanced under the Funding Bank to charge Borrower’s Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) One (1) Business Day elapses Tranche 2 Note in equal monthly payments from the date a Warehousing of such Advance was made if to the Pledged Loan Tranche 2 Maturity Date and any other principal and interest amounts outstanding representing amounts owed under Advances after the Amendment Closing Date will be added to be funded by that Warehousing Advance is not closed and funded.
(2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On final payment on the date on which a Pledged Loan is determined to have been originated based on untrueTranche 2 Maturity Date. In any event, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge the entire outstanding principal amount of the misrepresentation, incomplete or incorrect information or fraud, Tranche 2 Note and all accrued but unpaid interest and all other outstanding amounts due thereunder shall be paid on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9Tranche 2 Maturity Date.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 2 contracts
Sources: Equipment Loan and Security Agreement (Econophone Inc), Equipment Loan and Security Agreement (Econophone Inc)
Principal Payments. (a) Borrower must pay Lender the The outstanding unpaid principal amount of all Warehousing Advances on the Warehousing Maturity Dateshall be payable in full upon June 30, 1999.
(b) Except as otherwise provided The Company shall have the right to prepay the outstanding Advances in Section 3.1whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty.
(c) Borrower must The Company shall be obligated to pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Company authorizes the Lender to cause charge the Funding Bank to charge Borrower’s Operating Account for, or any other accounts of the Company (excluding any monies held by Company in trust for third parties) in Lender's possession for the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage Loan upon the earliest occurrence of any of the following events:
(1) One The expiration of ninety (190) Business Day elapses days from the date a Warehousing of any Advance was made if the Pledged for any Mortgage Loan to be funded by that Warehousing Advance is not closed and funded(excluding Aged Mortgage Loans).
(2) Ten The expiration of thirty (30) days from the date the Mortgage Loan was delivered to an Investor for examination and purchase, without the purchase being made, or upon rejection of the Mortgage Loan as unsatisfactory by an Investor;
(3) The expiration of forty-five (45) days from the date Mortgage Loan is delivered to the certificating custodian acceptable to the Lender for the issuance of a Mortgage-backed Security;
(4) The expiration of three (3) calendar days from the date a Wet Settlement Advance was made without receipt of all Collateral Documents relating to such Mortgage Loan, or such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment;
(5) The expiration of ten (10) Business Days elapse without from the return of date a Collateral Document in connection with such Mortgage Loan was delivered by Lender to Borrower under a Trust Receipt the Company for correction or completion, without being returned to the Lender, corrected or completed;
(6) The Mortgage Loan is in default and such default continues for a period of sixty (60) days or more;
(7) The expiration of three (3) Business Days after the date on which the related Purchase Commitment, if any, expires, is terminated or otherwise canceled or no longer in full force and effect and the specific Mortgage Loan was not delivered under the Purchase Commitment prior to such termination, expiration or cancellation;
(8) The Mortgage Loan is not or ceases to be an Eligible Mortgage Loan;
(9) Upon sale of the Mortgage Loan. Upon receipt of such payment by the Lender, such Mortgage Loans or Mortgage-backed Securities shall be considered to have been redeemed from pledge, and the Collateral Documents relating thereto which have not been delivered to the Investor or the pool custodian or pool trustee shall be released by the Lender to the Company.
(d) With respect to Aged Mortgage Loans, the Company shall be obligated to pay to the Lender (and the Company authorizes the Lender to charge the Funding Account or any other accounts of the Company [excluding monies held by the Company in trust for third parties] in Lender's possession for the payment thereof) the principal payments in the amounts and on the dates specified below:
(1) On the date a Pledged Mortgage becomes an Aged Mortgage Loan, a principal payment in an amount necessary to reduce the outstanding unpaid Advances made against such Aged Mortgage Loan to an amount equal to 90% of the Collateral Value of such Aged Mortgage Loan;
(2) On the date an Aged Mortgage Loan has been included in the Collateral for 120 days, a principal payment in an amount necessary to reduce the outstanding unpaid Advances made against such Aged Mortgage Loan to an amount equal to 80% of the Collateral Value of such Aged Mortgage Loan;
(3) On the date on which an Aged Mortgage Loan has been included in the Collateral for 150 days, a Pledged principal payment in an amount necessary to reduce the outstanding unpaid Advances made against such Aged Mortgage Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise an amount equal to be subject to fraud, whether or not Borrower had knowledge 70% of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more Collateral Value of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.such Aged Mortgage Loan;
(4) On the date an Aged Mortgage Loan has been included in the Pledged Loan or a Lien prior Collateral for 180 days, an amount equal to the Mortgage securing repayment balance of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible aggregate outstanding unpaid Advances against such Aged Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 2 contracts
Sources: Warehousing Credit and Security Agreement (Mortgage Com Inc), Warehousing Credit and Security Agreement (Mortgage Com Inc)
Principal Payments. (a) Borrower must pay Lender Unless earlier payment is required under this Agreement, the Revolving Loans shall be due and payable to the Revolving Lenders on the Termination Date. If at any time the outstanding principal amount of all Warehousing Advances Revolving Loans made by a Revolving Lender plus that Revolving Lender’s pro rata share of Letter of Credit Outstandings based on the Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.1Revolving Lender’s Applicable Revolving Commitment Percentage shall exceed that Revolving Lender’s Revolving Loan Commitment, the Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time.
(c) Borrower must shall forthwith pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Agent for disbursement to said Revolving Lender to cause the Funding Bank to charge Borrower’s Operating Account for, an amount not less than the amount of any such excess for application to the outstanding Warehousing Advance against a specific Pledged Asset principal amount of the Revolving Loans of that Revolving Lender. If at any time the outstanding principal amount of Revolving Loans made by all Revolving Lenders plus all Letter of Credit Outstandings exceeds the lesser of (i) the aggregate Revolving Commitments of all Lenders and (ii) the Borrowing Base, the Borrower shall forthwith pay to the Agent for disbursement to the Revolving Lenders an amount not less than the amount of any such excess for application to the outstanding principal amount of the Revolving Loans of all Revolving Lenders; provided, however, insofar as any excess results from the Agent reclassifying any Eligible Loan Receivable as ineligible under the Borrowing Base based upon the earliest occurrence of any exercise of the following events:
Agent’s reasonable credit judgment (1the amount of such excess attributable to such reclassification being the “Reclassification Amount”), the Borrower shall pay the Reclassification Amount to the Agent for disbursement to the Revolving Lenders not later than fourteen (14) One (1) Business Day elapses days after Borrower receives written notice from the date a Warehousing Advance was made if Agent of such reclassification and the Pledged Loan Reclassification Amount. Each such payment shall be applied first against Revolving Loans that are Base Rate Loans which are then outstanding until payment in full thereof. If any such payment prepays Revolving Loans that are the Base Rate Loans in full, the balance of such payment shall be applied to be funded by that Warehousing Advance is not closed and fundedany LIBOR Rate Loans which are then outstanding in the order in which such LIBOR Rate Loans first become due.
(2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 2 contracts
Sources: Credit Agreement (QC Holdings, Inc.), Credit Agreement (QC Holdings, Inc.)
Principal Payments. (a) Borrower must pay Lender the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.1, Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time.
(c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s 's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded.
(2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
(d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) For any Pledged Loan, other than an Aged Mortgage Loan, the Standard Warehouse Period elapses and, for any Aged Mortgage Loan, the Aged Warehouse Period elapses.
(2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian.
(3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan without receipt by Lender of all Collateral Documents relating to the Pledged Loan.
(4) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment.
(5) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment.
(e) In addition to the payments required by Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance.
(f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in, an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets.
(g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan multiplied by the Fair Market Value of the Mortgage Loan.
Appears in 2 contracts
Sources: Warehousing Credit and Security Agreement (MortgageIT Holdings, Inc.), Warehousing Credit and Security Agreement (MortgageIT Holdings, Inc.)
Principal Payments. (a) Borrower must shall pay Lender to Administrative Agent, for the benefit of Lenders, the outstanding principal amount of all each Warehousing Advances on Advance upon the earlier of the expiration of the Warehouse Period therefor, as set forth in Exhibit E, or the Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.1, Borrower may prepay repay all or any portion of the Warehousing Advances Loan without premium or penalty at any time, provided that with each such prepayment Borrower pays all accrued and unpaid interest on the amount of such prepayment.
(c) Borrower must shall pay to LenderAdministrative Agent, without for the necessity benefit of prior demand or Notice from LenderLenders, and Borrower authorizes Lender to cause the Funding Bank Administrative Agent to charge Borrower’s Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon Loan after the earliest occurrence of any of the following events, such payment to be made within the time period set forth in this Section 3.3(c), and without the necessity of prior demand or Notice from Administrative Agent or any Lender:
(1) One On the day the Warehouse Period elapses for such Pledged Loan elapses;
(12) Within three (3) Business Day elapses from Days after the date a Warehousing Advance was made is made, if the such Pledged Loan to be funded by that Warehousing Advance is not closed and funded.;
(23) One (1) Business Day elapses from the date the Warehousing Advance is used to fund such Pledged Loan without receipt by Administrative Agent of the Collateral Documents relating to that Pledged Loan required to be delivered on that date, or any such Collateral Document, upon examination by Administrative Agent, is found not to be in compliance with the requirements of this Agreement, or, if Administrative Agent determines in its sole discretion that such non-compliance is curable and Borrower shall fail to replace such non-compliant Collateral Document with a corrected or completed Collateral Document compliant with such requirements within ten (10) Business Days after receiving Notice from the Administrative Agent (provided, however, that email notice in accordance with the term of Section 14 (Notices) shall be sufficient);
(4) Ten (10) Business Days elapse without the return of a any Collateral Document relating to such Pledged Loan delivered by Lender Administrative Agent to Borrower under a Trust Receipt for correction or completion.completion pursuant to Section 4.6 hereof;
(35) On Within ten (10) Business Days following the date on which a such Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on ;
(6) Within ten (10) Business Days following the date on which Borrower knows, has reason to know, knows or receives Notice from Administrative Agent or a Lender, that (A) one or more of the representations and warranties set forth in Article 9 11 made with respect to such Pledged Loan or any Collateral Document relating thereto were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition applicable to it set forth in Article 9.11, subject to applicable grace and notice provisions contained herein including in subsection 3 above with respect thereto;
(47) On the earlier of the date the such Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan (A) is defaulted in default and remains in default for a period of 60 one hundred twenty (120) days or more., or (B) becomes subject to foreclosure or other judicial enforcement or insolvency proceedings, provided, however, that Administrative Agent shall permit Borrower to make a partial prepayment if (i) Administrative Agent has received an updated as-is appraisal in form and substance satisfactory to Administrative Agent, (ii) Administrative Agent has received updated Credit Underwriting Documents in form and substance satisfactory to Administrative Agent, and (iii) after giving effect to such partial prepayment the Warehousing Advance relating to such Pledged Loan is in compliance with the applicable Advance Rate and Warehousing Advance Debt Service Coverage Ratio requirements set forth in Exhibit E;
(5) 8) Upon the sale, other disposition or prepayment in full of such Pledged Loan; or
(9) Subject to any applicable cure period provided in Subsection 3 above, any of the Collateral Documents with respect to such Pledged Loan, upon examination by Administrative Agent, are found not to be in compliance with the requirements of this Agreement.
(d) In addition to the payments required by Sections 3.3(a) and 3.3(c), if the principal amount of any Pledged Asset orLoan is prepaid in part while a Warehousing Advance is outstanding against the Pledged Loan, with respect Borrower must pay to a Administrative Agent, for the benefit of Lenders, within one (1) Business Day after Borrower’s receipt of such amount, without the necessity of prior demand or Notice from Administrative Agent or any Lender, and Borrower authorizes Administrative Agent to charge Borrower’s Operating Account for, the lesser of (x) the amount of such prepayment, or (y) the outstanding principal amount of such Warehousing Advance, the amount of the prepayment to be applied to the repayment of such Warehousing Advance; provided, however, if an (A) Event of Default then exists, any excess amount of such prepayment shall be paid to the Administrative Agent and applied to the Obligations, and (B) Unmatured Default then exists, any excess amount of such prepayment shall be retained in the Cash Collateral Account until either such Unmatured Default becomes an Event of Default (in which case such amount may be applied to the Obligations), or is cured (in which case such amount shall be released to Borrower.
(e) The proceeds of the sale, prepayment, repayment, refinancing or other disposition of Pledged Loan included Loans must be paid directly to the Cash Collateral Account. Borrower must give Notice to Administrative Agent in writing (or by telephone followed promptly by written Notice) of the Pledged Loans for which proceeds of the sale, prepayment, repayment, refinancing or other disposition have been received. Upon receipt of Borrower’s Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Loans identified by Borrower in its Notice, and those Pledged Loans will be considered to have been redeemed from pledge to the extent the related Warehousing Advance has been paid in full, unless there has occurred either an Eligible Mortgage PoolUnmatured Default (provided, however, if such Unmatured Default does not become an Event of Default, the Pledged Loans will be thereupon considered redeemed) or Event of Default, in each case which has not been waived in writing by the Administrative Agent. Administrative Agent and Lenders are entitled to rely upon Borrower’s affirmation that deposits in the sale Cash Collateral Account represent payments for the sale, prepayment, repayment, refinancing or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding Pledged Loans specified by Borrower in its Notice. If the date scheduled payment for the foreclosure purchase of Pledged Loans is less than the outstanding Warehousing Advances against the Pledged Loans identified by Borrower in its Notice, Borrower shall pay to Administrative Agent, for the benefit of Lenders, and Borrower authorizes Administrative Agent to charge Borrower’s Operating Account in, an amount equal to that deficiency. As long as no Unmatured Default or trustee sale Event of Default exists which has not been waived in writing by the Administrative Agent, Administrative Agent will transfer to Borrower’s Operating Account any excess payment received in respect of the premises securing a sale, other disposition or refinancing of any Pledged Loan.
(7f) If the outstanding Warehousing Advances against Advance Debt Service Coverage with respect to any Pledged Loans Loan is less than 1.2 to 1.0 as of a specific type any annual testing date for such Pledged Loan, Borrower shall prepay the related Warehousing Advance within ten (10) Business Days after Notice from Administrative Agent by at least an amount such that, if such prepayment had been made as of the applicable testing date, the Warehousing Advance Debt Service Coverage Ratio with respect to such Pledged Loan would have been at least 1.2 to 1.0.
(g) If the amount of any Warehousing Advance with respect to any Eligible Loan exceed exceeds the aggregate Purchase Commitments for that type lesser of (i) 60% of the as is value of the underlying Mortgaged Property with respect to such Eligible Loan (based upon a third party MAI appraisal, reviewed and approved by the Administrative Agent and acceptable to the Borrower), or (ii) 75% of the Mortgage Note Amount advanced by the Borrower with respect to the applicable Mortgage Loan, as applicable, Borrower shall have thirty (30) Business Days after written notice from the Administrative Agent to pay to the Administrative Agent a sum sufficient to cause the foregoing deficiency to no longer exist.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Walker & Dunlop, Inc.)
Principal Payments. (a) Borrower must pay Lender If the outstanding maturity of the Term Loan is extended pursuant to Section 2.9, principal amount of all Warehousing Advances payments with respect to the Term Loan shall be due and payable on the Warehousing first Payment Date after the Originally Scheduled Term Maturity DateDate in an amount equal to the Term Amortization Payment.
(b) Except If the maturity of the Term Loan is extended pursuant to Section 2.9, Borrower will also make annual mandatory prepayments on the Term Loan during the first one hundred twenty (120) days of each fiscal year, each such payment in an amount equal to twelve and fifty-hundredths percent (12.50%) of the sum which is equal to: (i) Borrower's Cash Flow for the preceding fiscal year minus (ii) one hundred percent (100%) of the amount of Borrower's Cash Flow which the Borrower needed to have for such fiscal year in order to satisfy (but not exceed) the Borrower's Debt Service Coverage Ratio covenant for such fiscal year as otherwise provided set forth in Section 3.1, Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time7.7.
(c) In the event of one or more Securities Offerings ("Securities Offering Prepayment Event") raising in the aggregate more than Five Million Dollars net of expenses, Borrower must pay will make to Lender, without within ten (10) days after a demand made by Lender within two (2) years after the necessity occurrence of prior the Securities Offering Prepayment Event, which Lender may (but will have no obligation to) exercise in its sole and absolute discretion, make a payment in the amount demanded by Lender (not to exceed the unpaid principal balance of the Term Loan Note, all accrued and unpaid interest and all other amounts payable under the Credit Documents); and any such additional partial principal prepayment will be applied in the inverse order of scheduled maturities. If a Securities Offering Prepayment Event has occurred and Lender has not demanded payment of the full amount for which it is entitled to make demand or Notice from pursuant to the preceding sentence, Borrower shall upon demand by Lender deliver and pledge to Lender, as security for the Obligation, cash in an amount equal to the maximum amount for which Lender could have made a prepayment demand but did not ("Required Cash Pledge"). The Required Cash Pledge shall be held by Bank and may be commingled with its general funds. The Required Cash Pledge (or such much thereof as is held by Lender from time to time) shall accrue interest for the benefit of Borrower authorizes initially at the per annum rate at which interest is publicly quoted to accrue on twelve (12) month certificates of deposit issued by Lender in the amount of the Required Stock Pledge on the date the pledge is made, and such interest rate shall be adjusted annually on each anniversary of the date the Required Stock Pledge was made to that per annum rate at which interest is publicly quoted to accrue on twelve (12) month certificates of deposit issued by Lender in the amount of the Required Cash Deposit (or as much thereof as is held by Lender) on such anniversary date. Interest on the Required Stock Pledge shall be calculated on the basis of a 365/366 day year and the actual number of days elapsed. If no Event of Default exists, Lender will remit to Borrower not later than the 10th day of each January interest accrued on the Required Cash Deposit during the preceding calendar year and not previously remitted to Borrower or applied to the Obligation. Notwithstanding this Section 2.4(c) to the contrary, Borrower may substitute from time to time for any deposits then held by Lender as part of the Required Stock Pledge or other property previously substituted pursuant to this sentence, investments of the type which Borrower is permitted to make pursuant to subsection 7.9(iii)-(v) and such other property which Lender approves in writing in its sole and absolute discretion. Borrower hereby acknowledges that pursuant to the Security Agreement executed by Borrower, Lender has a security interest in the Required Cash Pledge and the proceeds (including interest) thereof; provided, however, that Borrower will execute such additional documents and take such further actions as Lender may deem necessary or desirable in its sole and absolute discretion to perfect such security interest. Lender may at any time apply the Required Cash Pledge (and interest accrued thereon) to the Obligation, whether or not then due; and shall apply any cash then being held by Lender as part of the Required Cash Pledge to payments of principal on the Term Note as and when they become due.
(d) If Lender has determined that the adoption of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, or compliance by Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the Closing Date, does or will have the effect of reducing the rate of return on Lender's capital as a consequence of its obligations hereunder to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender's policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Lender to cause Borrower of a written demand therefor ("Capital Adequacy Demand") together with the Funding Bank certificate described below, Borrower will pay to charge Borrower’s Operating Account forLender such additional amount or amounts ("Capital Adequacy Charge") as will compensate Lender for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Lender claiming entitlement to payment as set forth above will be conclusive in the absence of manifest error. Such certificate will set forth the nature of the occurrence giving rise to such reduction, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan Capital Adequacy Charge to be funded paid to Lender, and the method by that Warehousing Advance is not closed which such amount was determined. In determining such amount, Lender may use any reasonable averaging and fundedattribution method, applied on a nondiscriminatory basis.
(2e) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrueThe unpaid principal balance, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations all accrued and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted unpaid interest and remains in default for a period of 60 days or more.
(5) Upon the sale, all other disposition or prepayment of any Pledged Asset or, amounts payable hereunder with respect to a Pledged the Term Loan included will be due and payable in an Eligible Mortgage Pool, upon full on the sale or other disposition of the related Agency SecurityTerm Maturity Date.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 1 contract
Principal Payments. With respect to any payment date during the related revolving period, no principal will be paid on any class of Term Notes, and all principal and excess spread collections will be deposited into the Funding Account and used to purchase additional balances relating to home equity revolving credit line loans and mortgage loans. On each payment date during the Managed Amortization Period (a) Borrower must pay Lender with respect to the outstanding Class A-1 and Class A-2 Term Notes), the aggregate amount payable as principal amount of all Warehousing Advances on the Warehousing Maturity Date.
(b) Except Class A-1 and Class A-2 Term Notes will be equal to the related Net Principal Collections for that payment date. On each payment date during the Rapid Amortization Period for each class of Notes, the aggregate amount payable as otherwise provided in Section 3.1principal on the Notes will be equal to the Principal Collections for the related Loan Group for the related Collection Period. In addition, Borrower may prepay any portion on each payment date after the end of the Warehousing Advances without premium Revolving Period for each class of Notes, to the extent of funds available for that purpose, holders of the Term Notes will be entitled to receive certain additional amounts in reduction of the related Note Balance, generally equal to liquidation loss amounts. All principal payments due and payable on each class of Floating Rate Term Notes and the Variable Funding Notes for each Payment Date will be allocated among those classes of Notes based on the Principal Collections in the related Loan Group until the related Note Balance or penalty at Variable Funding Balance thereof is paid in full. In no event will principal payments on any time.
(c) Borrower must pay class of Notes on a Payment Date exceed the related Note Balance or Variable Funding Balance, as applicable, on that Payment Date. On the Final Payment Date, principal will be due and payable on the Notes in an amount equal to Lenderthe related Note Balance or Variable Funding Balance, without as applicable, remaining outstanding on that Payment Date. ------------------------------------------------------------------------------ GMACM Home Equity Loan Trust 2000-HE1 ------------------------------------------------------------------------------ The Revolving Period with respect to the necessity Class A-1 and Class A-2 Term Notes will be the period beginning on the Closing Date and ending on the earlier of prior demand [February 28, 2001] and the occurrence of a managed amortization event or Notice from Lendera rapid amortization event. The Managed Amortization Period with respect to the Class A-1 and Class A-2 Term Notes will be the period beginning on the first payment date following the end of the related Revolving Period and ending on the earlier of [February 28, 2005] and the occurrence of certain rapid amortization events. The Rapid Amortization Period with respect to the Class A-1 and Class A-2 Term Notes will be the period beginning on the earlier of the first payment date following the end of the Managed Amortization Period and the occurrence of certain rapid amortization events, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset ending upon the earliest occurrence of termination by the issuer. A Managed Amortization Event will be deemed to occur on any of the following events:
(1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded.
(2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based the amount on untrue, incomplete deposit in the Funding Account equals or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, exceeds $10,000,000. The Revolving Period with respect to the Class A-3 Term Notes will be the period beginning on the Closing Date and ending on the earlier of [June 30, 2000] and the occurrence of a Pledged Loan included in an Eligible Mortgage Pool, upon rapid amortization event. The Rapid Amortization Period with respect to the sale or other disposition Class A-3 Term Notes will be the period beginning on the earlier of the first payment date following the end of the related Agency Security.
(6) One (1) Business Day immediately preceding Revolving Period and the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7) If the outstanding Warehousing Advances against Pledged Loans occurrence of a specific type of Eligible Loan exceed rapid amortization event, and ending upon the aggregate Purchase Commitments for that type of Eligible Loantermination by the issuer. The Class A-3 Term Notes will not have a Managed Amortization Period.
Appears in 1 contract
Sources: Computational Materials (Residential Asset Mortgage Products Inc)
Principal Payments. (a) Borrower must pay Lender the outstanding The unpaid principal amount of all Warehousing Advances each Advance hereunder shall be payable in full on the Warehousing Stated Maturity DateDate set forth in the related Note or, if earlier, on the date to which the maturity of such Advance is accelerated pursuant to the provisions of this Agreement.
(b) Except as otherwise provided The Company shall have the right to prepay the outstanding Advances in Section 3.1whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty.
(c) Borrower must All payments of outstanding Advances from the proceeds of the sale or other disposition of Pledged Mortgages and Pledged Securities shall be paid directly by the Investor to the Cash Collateral Account to be applied against the Obligations.
(d) The Company shall be obligated to pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Company authorizes the Lender to cause the Funding Bank to charge Borrower’s Operating Account the Company's account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage, upon the earliest occurrence of any of the following events:
(1) One Sixty (160) Business Day elapses days elapse from the date of the initial Advance made by the Lender against such Pledged Mortgage, whether or not such Pledged Mortgage is included in a Warehousing Mortgage Pool.
(2) On the date an Advance was made if and the Pledged Loan Mortgage which was to be have been funded by that Warehousing such Advance is not closed and funded.
(23) Ten (10) Business Days elapse without from the return of date a Collateral Document was delivered by Lender to Borrower the Company for correction or completion under a Trust Receipt for correction or completion.
(3) On Receipt, without being returned to the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or moreapplicable grace and cure periods have expired.
(5) On the mandatory delivery date of the related Purchase Commitment if the specific Pledged Mortgage was not delivered under the Purchase Commitment prior to such mandatory delivery date or the Purchase Commitment is terminated.
(6) On the date the Pledged Mortgage is rejected by an Investor.
(7) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Pledged Mortgage.
(8) If the Pledged Mortgage is included in a Mortgage Pool, then upon sale of the Mortgage-backed Security.
(6e) One The outstanding amount of any Advance made pursuant to Section 2.2(g) shall be payable in full within one (1) Business Day immediately preceding after the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loansuch Advance.
(7f) If The Company shall give Notice to the Lender of the Pledged Mortgages or Pledged Securities for which proceeds have been received. Upon receipt of such Notice the Advances against such Pledged Mortgages or Pledged Securities shall be repaid and such Pledged Mortgages or Pledged Securities shall be considered to have been redeemed from pledge. The Lender is entitled to rely upon the Company's affirmation that deposits in the Cash Collateral Account represent payment from Investors for the purchase of Pledged Mortgages or Pledged Securities as specified by the Company. In the event that the payment from an Investor for the purchase of Pledged Mortgages or Pledged Securities is less than the outstanding Warehousing Advances against such Pledged Mortgages or the Mortgage Loans backing Pledged Securities, the Lender is authorized to cause the Funding Bank to charge the Company's account for an amount equal to such deficiency. Provided no Default or Event of a specific type of Eligible Loan exceed Default exists, the aggregate Purchase Commitments Lender shall return any excess payment from an Investor for that type of Eligible LoanPledged Mortgages or Pledged Securities to the Company.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Amresco Inc)
Principal Payments. (a) Borrower must Unless earlier payment is required under this Agreement, the Borrowers shall pay Lender to the Banks on the Termination Date the entire outstanding principal amount of the Revolving Credit Loans.
(b) Unless earlier payment is required under this Agreement, the Borrowers shall, on the maturity date of any Bid-Option Loan, pay to the Bank of such Bid-Option Loan the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.1, Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any timesuch Loan.
(c) The Borrowers may at any time and from time to time prepay all or a portion of the Loans without premium or penalty in the case of Revolving Credit Loans, provided that (i) a Borrower must may not prepay any portion of any Loan as to which an election for continuation of or conversion to a Fixed Rate Revolving Credit Loan is pending pursuant to Section 2.9, and (ii) unless earlier payment is required under this Agreement or unless Borrower pays all amounts required pursuant to Section 3.8, any Fixed Rate Revolving Credit Loan or Bid-Option Loan may only be prepaid on the last day of the then current Interest Period with respect to such Loan and (iii) such prepayment shall only be permitted if the Treasury Manager shall have given notice thereof on the Business Day of such prepayment with respect to prepayment of Floating Rate Loans and Negotiated Rate Loans and not less than three (3) Interbank Business Days notice thereof with respect to prepayment of Interbank Offered Rate Loans, such notice specifying the Loan or portion thereof to be so prepaid and shall have paid to the Banks, together with such prepayment of principal, all accrued interest to the date of payment on such Loan or portion thereof so prepaid and all amounts owing to the Banks under Section 3.8 in connection with such prepayment. Upon the giving of such notice, the aggregate principal amount of such Loan or portion thereof so specified in such notice, together with such accrued interest and other amounts, shall become due and payable on the specified date.
(d) If, pursuant to Section 2.9, a Borrowing, or portion thereof, is continued or converted, such Borrowing or portion thereof shall be repaid on the last day of the related Interest Period in the Permitted Currency in which such Borrowing is then denominated and (i) in the case of any conversion, the Agent shall readvance to the Borrower making such request the Equivalent of the Original Dollar Amount of the Borrowing or portion thereof as has been so repaid by the Borrower in the Permitted Currency requested pursuant to Section 2.7, and (ii) in the case of any continuation when the aggregate outstanding amount of Revolving Credit Advances exceeds 90% of the aggregate Commitments, the Agent shall readvance to the Borrower the same amount of such Permitted Currency as has been so repaid. The Agent shall provide notice to the Company of the activation of clause (ii) above. For purposes of effecting the repayment required by this Section 3.1(d), the Agent shall apply the proceeds of such readvance toward the repayment of such Borrowing or portion thereof on the last day of the related Interest Period. In the case of any conversion, the Agent shall be deemed to have applied the proceeds of such Advance toward the purchase of the Permitted Currency to be repaid and to have applied the proceeds of such purchase toward such repayment. If after any such application there shall remain owing an amount of the Permitted Currency due to the Agent, for the benefit of the Banks, or if an excess of such Permitted Currency shall result, such Borrower shall pay to Lenderthe Banks, without or the necessity of prior demand or Notice from Lender, and Banks shall pay to such Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon such deficiency or such excess. In the earliest occurrence case of any continuation described in clause (ii) above, on the last day of such Interest Period, the Original Dollar Amount of such Borrowing or portion thereof shall be adjusted to the amount in Dollars resulting from the conversion of the following events:
(1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan amount of such Permitted Currency so readvanced to be funded by that Warehousing Advance is not closed and funded.
Dollars determined two (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender prior to Borrower under a Trust Receipt for correction or completion.
(3) such day. On the date of each such conversion or continuation, if the Dollar Equivalent on which such date of all Advances, including the Advances being continued or converted, exceeds the aggregate Commitments of the Banks, the Borrower shall take the following actions in the following order until such excess of the Dollar Equivalent of all Advances over the aggregate Commitments of the Banks is eliminated: (a) on such date, first, reduce or withdraw any pending request for a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise new Advance in Dollars to be subject made on such date, second, repay in Dollars any Floating Rate Loan denominated in Dollars then outstanding, and third, reduce the amount of, or repay, in the Permitted Currency in which such Borrowing is denominated, any Advance which the Borrower has requested to fraudbe converted or continued on such date, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, and (b) on the date on which Borrower knowslast day of each Interbank Interest Period ending thereafter, has reason to knowreduce the amount of, or receives Notice from Lenderrepay in the Permitted Currency in which such Borrowing is denominated, that (A) one or more of any Advance which the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed requested to perform be converted or comply with any covenant, term or condition set forth in Article 9continued on such last day.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 1 contract
Sources: Loan Agreement (Invacare Corp)
Principal Payments. (a) Borrower must pay Lender the The outstanding principal amount of all Warehousing Advances shall be payable in full on the Warehousing Maturity Date.
(b) Except as otherwise provided The Borrowers shall have the right to prepay the outstanding Advances in Section 3.1whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty.
(c) Borrower must The Borrowers shall pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower authorizes the Borrowers authorize the Lender to cause the Funding Bank to charge Borrower’s the Borrowers' Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage, upon the earliest occurrence of any of the following events:
(1) One (1) Business Day elapses from the date a Warehousing an Advance was made if and the Pledged Loan Mortgage which was to be have been funded by that Warehousing such Advance is not closed and funded.
(2) Ten (10) Business Days elapse without from the return of date a Collateral Document was delivered by Lender to Borrower the Borrowers for correction or completion under a Trust Receipt for correction or completionReceipt, if such Collateral Document has not been returned to the Lender.
(3) On the date on which a Pledged Loan Mortgage is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraudinformation, whether or not Borrower had the Borrowers have knowledge of the misrepresentation, incomplete such misrepresentation or incorrect information or fraud, on the date on which Borrower knowsthe Borrowers know, has or have reason to know, or receives Notice notice from the Lender, that (A) one or more of the representations and warranties set forth in Article 9 Section 0 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) If a Purchase Commitment is required for Eligible Loans of a specific type, and the outstanding Advances against Pledged Mortgages of that type exceed the aggregate Purchase Commitments for such Mortgage Loan type.
(6) Three Business Days after the mandatory delivery date of the related Purchase Commitment, if any, and the specific Pledged Mortgage or the Pledged Security backed thereby was not delivered under the Purchase Commitment prior to such mandatory delivery date, or the Purchase Commitment is terminated; unless in each case, such Pledged Mortgage or Pledged Security is eligible for delivery to an Investor under a comparable Purchase Commitment acceptable to the Lender.
(7) Upon the sale, sale or other disposition or prepayment of any the Pledged Asset Mortgage or, with respect to if a Pledged Loan Mortgage is included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6d) One Upon Notice to the Borrowers by the Lender, the Borrowers shall pay to the Lender, and the Borrowers authorize the Lender to cause the Funding Bank to charge the Borrowers' Operating Account for, the amount of any outstanding Advance against a specific Pledged Mortgage upon the earliest occurrence of any of the following events:
(1) Business Day immediately preceding For any Pledged Mortgage, the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged LoanWarehouse Period elapses.
(72) On the date the payment of a Lien senior to a Pledged Mortgage is delinquent for a period of 60 days.
(3) Forty-five days elapse from the date the Pledged Mortgage was delivered to an Investor or an Approved Custodian for examination and purchase or inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon the second rejection of the Pledged Mortgage as unsatisfactory by an Investor or an Approved Custodian.
(4) Seven Business Days elapse from the date a Wet Settlement Advance was made without receipt by the Lender of all Collateral Documents relating to such Pledged Mortgage, or such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment, if any.
(5) With respect to any Pledged Mortgage, any of the items described in Section 2.2(d), upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment, if any.
(6) If 3 Business Days have elapsed since Lender shipped a Pledged Mortgage, pursuant to Exhibit D, to a --------- Person other than an Investor or an Approved Custodian, and Lender has not received payment of the Release Amount.
(e) The outstanding amount of any Advance made pursuant to Section 0 shall be payable in full within 1 Business Day after the date of such Advance.
(f) In addition to the payments required pursuant to Sections 2.5(d) and 2.5(e), if the principal amount of any Pledged Mortgage is prepaid in whole or in part while an Advance is outstanding against such Pledged Mortgage, the Borrowers shall be obligated to pay to the Lender, without the necessity of prior demand or notice from the Lender, and the Borrowers authorize the Lender to cause the Funding Bank to charge the Borrowers' Operating Account for the amount of such prepayment, to be applied to such Advance.
(g) The proceeds of the sale or other disposition of Pledged Mortgages and Pledged Securities shall be paid directly by the Investor to the Cash Collateral Account. The Borrowers shall give Notice to the Lender (telephonically, to be followed by written notice) of the Pledged Mortgages or Pledged Securities for which proceeds have been received. Upon receipt of such Notice the Advances against such Pledged Mortgages or Pledged Securities shall be repaid from such proceeds and such Pledged Mortgages or Pledged Securities shall be considered to have been redeemed from pledge. The Lender is entitled to rely upon the Borrowers' affirmation that deposits in the Cash Collateral Account represent payment from Investors for the purchase of Pledged Mortgages or Pledged Securities as specified by the Borrowers. In the event that the payment from an Investor for the purchase of Pledged Mortgages or Pledged Securities is less than the outstanding Warehousing Advances against such Pledged Mortgages or the Mortgage Loans backing Pledged Securities, the Lender is authorized to cause the Funding Bank to charge the Borrowers' Operating Account for an amount equal to such deficiency. Provided no Default or Event of Default exists, the Lender shall return any excess payment from an Investor for Pledged Mortgages or Pledged Securities to the Borrowers.
(h) The Borrowers may, from time to time, prepay a portion of the Advances pursuant to this Section 0 (any such prepayment is hereafter referred to as a "Buydown"). A Buydown shall not, except as set forth below, be deemed a prepayment of any particular Advances or of the Advances to a particular Borrower, and shall not entitle any Borrower to the release of any Collateral, but the Buydown shall be considered generally to be a reduction in the amount of Advances outstanding under this Agreement. Any Borrower may reborrow all or any portion of a specific type Buydown, whether or not the Buydown was made by that Borrower, provided no Default or Event of Eligible Loan exceed Default has occurred and is continuing, upon written notice to the aggregate Purchase Commitments for Lender that type the Borrower desires to reborrow such amount. In the event the Lender receives a payment of Eligible LoanAdvances that would, as a result of the Buydown, reduce the outstanding principal balance of the Advances to an amount less than zero, the Buydowns, or a portion thereof equal to such excess, shall be re-advanced to any Borrower. The Lender may apply the Buydown to reduce the interest on any outstanding Advances that it chooses, in its sole and absolute discretion.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Novastar Financial Inc)
Principal Payments. Borrower shall not make any principal payments on any subordinated or unsecured debt instruments or related documents unless and until 105 days have passed since the Maturity Date without a voluntary or involuntary petition having been filed against Borrower under the federal bankruptcy laws during that period, other than (a) Borrower must pay Lender scheduled payments of Senior Unsecured Notes and the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date.
Senior Subordinated Notes; (b) Except as otherwise provided in Section 3.1, payments under debt instruments between and among Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time.
and its Subsidiaries; (c) prepayment, redemption or purchase of an aggregate of up to $50,000,000.00 of the Senior Unsecured Notes and/or the Senior Subordinated Notes, provided that Borrower must pay to Lenderdemonstrates, without on a pro forma basis taking into account such prepayment, redemption or purchase, compliance with the necessity covenants set forth at Section 10.12 hereof; (d) redemption or repurchase of prior demand or Notice from Lender, and Borrower authorizes Lender to cause Senior Unsecured Notes and/or Senior Subordinated Notes with the Funding Bank to charge Borrower’s Operating Account for, proceeds of the amount issuance of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
equity securities; (1e) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded.
(2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of Senior Unsecured Notes with the Pledged Loan is defaulted and remains in default for a period proceeds of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale any non-current assets which are not part of the premises securing a Pledged Loan.
Collateral in accordance with the provisions and limitations of Section 5.6 hereof; (7f) If prepayment of the outstanding Warehousing Advances against Pledged Loans Senior Unsecured Notes and/or Senior Subordinated Notes with the proceeds of a specific type refinancing thereof, provided that such refinancing does not require any principal payments until a date which is five (5) years after the Closing Date; (g) from and after the first date on which the Leverage Ratio is equal to or less than 0.50, there shall be no restrictions on prepayment of Eligible Loan existing Senior Unsecured Notes and/or Senior Subordinated Notes, provided that Borrower demonstrates, on a pro forma basis taking into account such prepayment, redemption or purchase, compliance with the covenants set forth at Section 10.12 hereof; (h) prepayments required on account of asset sales, change of control, equity issuances, or similar events; (i) repayment of Foreign Subsidiary Debt; (j) repayment of amounts owing pursuant to or in connection with the Grower Settlement Agreements existing as of the Effective Date in an aggregate amount not to exceed $1,000,000.00; (k) repayment or refinancing of amounts due in connection with the aggregate Purchase Commitments for Debt permitted under Section 11.1(i) and (j); (l) repayments of amounts owing in connection with any Permitted Capital Raising Transaction, provided that type any financing constituting Permitted Capital Raising Transaction that has a maturity date of Eligible Loanless than five years from the Closing Date shall contain an automatic conversion or exchange, subject to the condition of no event of default thereunder, of such financing into other financing constituting Permitted Capital Raising Transaction; provided further that the refinancing, exchanges or conversion of such other Permitted Capital Raising Transaction shall not require principal payments until a date which is five (5) years after the Closing Date; and (m) payments of up to $100,000,000.00 as permitted by Section 11.1(g) hereof.
Appears in 1 contract
Principal Payments. (a) The Borrower must pay Lender the outstanding principal amount of shall repay in full all Warehousing Advances Loans on the Warehousing Maturity DateDate unless payment is sooner required hereunder and such repayment shall be applied pro rata to each outstanding Loan (based on the Applicable Percentage of each Lender), except in connection with a voluntary repayment, in which case each repayment shall be made in the order specified in clause (b)(i) below.
(b) Except as otherwise provided Prior to the Maturity Date, the Borrower:
(i) may, from time to time on any Business Day, make a voluntary prepayment, in Section 3.1whole or in part, Borrower may prepay any portion of the Warehousing Advances without premium or penalty at aggregate outstanding principal amount of any time.Loans made as part of any particular Borrowing; provided that:
(cA) Borrower must pay no such prepayment may be made which, after giving effect thereto, would result in the aggregate outstanding principal amount thereof being less than $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof;
(B) each such voluntary prepayment shall require prior written notice specifying the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) to Lenderthe Administrative Agent, without not later than 12:00 noon (New York time) at least two (2) Business Days’ prior to the necessity date of prior demand or Notice from Lendersuch prepayment. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account for, of the amount of such prepayment that will be applied to each Lender; and
(C) any such prepayment of principal shall be applied pro rata to each outstanding Warehousing Advance against Loan (based on the Applicable Percentage of each Lender; provided, that when such application results in the outstanding principal balance of a specific Pledged Asset Loan being reduced to zero, any remaining portion of such prepayment shall be applied pro rata to the other Loans);
(ii) shall immediately repay all Loans upon any acceleration of the earliest maturity of the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding Loan (based on the Applicable Percentage of each Lender; provided, that when such application results in the outstanding principal balance of a Loan being reduced to zero, any remaining portion of such repayment shall be applied pro rata to the following events:other Loans); and
(1iii) One (1) Business Day elapses from shall, not later than the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded.
(2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties applicable time set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed madeSection 7.01(b), or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior repay Loans to the Mortgage securing extent required to satisfy the Overcollateralization Test at all times and such repayment shall be applied pro rata to each outstanding Loan (based on the Applicable Percentage of the Pledged Loan is defaulted and remains each Lender; provided, that when such application results in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7) If the outstanding Warehousing Advances against Pledged Loans principal balance of a specific type Loan being reduced to zero, any remaining portion of Eligible Loan exceed such repayment shall be applied pro rata to the aggregate Purchase Commitments for that type of Eligible Loanother Loans).
Appears in 1 contract
Principal Payments. (a) Borrower must pay Lender, the outstanding principal amount of each Warehousing Advance, together with all accrued and unpaid interest thereon, on the applicable Warehousing Advance Due Date. Notwithstanding the foregoing, Borrower must pay Lender the outstanding principal amount of all Warehousing Advances together with all accrued and unpaid interest thereon, and any unpaid costs and expenses, on the Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.1, Borrower may prepay any portion of the Warehousing Advances Advances, together with all accrued and unpaid interest on the portion so prepaid, without premium or penalty at any time.
(c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s its Operating Account Accounts for, the amount of any outstanding Warehousing Advance Advance, together with all accrued and unpaid interest thereon, against a specific Pledged Asset Loan or Pledged Security upon the earliest occurrence of any of the following events:
(1i) One (1) Business Day elapses from On the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is has not closed and funded.
(2ii) Three (3) Business Days elapse from the date a Warehousing Advance was made against a Pledged Loan, without receipt of the Collateral Documents relating to that Pledged Loan required to be delivered on that date, or if such Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment and Borrower has not delivered Collateral Documents in compliance with the requirements of this Agreement or the related Purchase Commitment within three (3) Business Days of receipt by Borrower of Notice from Lender specifying the non-compliant items.
(iii) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3iv) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect inaccurate information or fraud, on .
(v) On the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed mademade or became inaccurate or incomplete in any material respect after any such date, or (B) Borrower has failed to perform or comply with any covenant, term or condition applicable to it set forth in Article 9.
(4vi) On the date the on which a Pledged Loan or an obligation secured by a Lien prior senior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains has been in default for a period of 60 sixty (60) days or moremore (it being understood that, as provided in Section 9.1(q), no Warehousing Advance will be made against any Mortgage Loan which is in default).
(5vii) On the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan has not been delivered under the Purchase Commitment on or prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated.
(viii) Three (3) Business Days after the date a Pledged Loan is rejected for purchase by an Investor unless another Purchase Commitment is provided within that three (3) Business Day period.
(ix) Upon the sale, other disposition or prepayment of any Pledged Asset Loan or Pledged Security or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6x) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale With respect to any Pledged Loan, any of the premises securing a Pledged LoanCollateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment.
(7xi) If, after giving effect to a new Warehousing Advance against a Pledged Loan or to the payment of existing Warehousing Advances against Pledged Loans, any of the limitations set forth in Exhibit D have been exceeded.
(d) In addition to the payments required by Sections 3.3(a) and 3.3(c), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to charge its Operating Accounts for, the amount of the prepayment, to be applied against the Warehousing Advance.
(e) The proceeds of the sale or other disposition of any Pledged Loan or Pledged Security must be paid directly by the Investor to Borrower’s Cash Collateral Account. Borrower must give Notice to Lender in writing of the Pledged Loan or Pledged Security for which proceeds have been received (including Notice to Lender in writing of any prepayment). Upon receipt of such Notice, Lender will apply any proceeds deposited into the applicable Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Loan or Pledged Security identified by Borrower in its Notice, and such Pledged Loan or Pledged Security will be considered to have been redeemed from pledge to the extent the related Warehousing Advance has been paid in full. Lender is entitled to rely upon a Borrower’s affirmation that deposits in the applicable Cash Collateral Account represent payments from Investors for the purchase of the Pledged Loan or Pledged Security specified by Borrower in its Notice. If the payment from an Investor for the purchase of a Pledged Loan or Pledged Security is less than the outstanding Warehousing Advances against such Pledged Loans Loan or Pledged Security identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to charge Borrower’s Operating Accounts for, an amount equal to that deficiency. As long as no Default or Event of a specific type of Eligible Default exists, Lender will return to Borrower any excess payment from an Investor for such Pledged Loan exceed the aggregate Purchase Commitments for that type of Eligible Loanor Pledged Security.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Walker & Dunlop, Inc.)
Principal Payments. (a) Borrower must pay Lender the The outstanding unpaid principal amount of all Warehousing Advances on the Warehousing Maturity shall be payable in full upon Termination Date.
(b) Except as otherwise provided The Company shall have the right to prepay the outstanding Advances in Section 3.1whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty.
(c) Borrower must The Company shall be obligated to pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Company authorizes the Lender to cause charge the Funding Bank to charge BorrowerAccount or any other accounts of the Company (excluding any monies held by Company in trust for third parties) in Lender’s Operating Account for, possession for the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage Loan upon the earliest occurrence of any of the following events:
(1) One The expiration of ninety (190) days from the date of any Advance for any Mortgage Loan (excluding Aged Mortgage Loans);
(2) The expiration of thirty (30) days from the date the Mortgage Loan was delivered to an Investor for examination and purchase, without the purchase being made, or upon rejection of the Mortgage Loan as unsatisfactory by an Investor and without such Mortgage Loan being redelivered by such Investor to the Lender and continuing thereafter to qualify as an Eligible Mortgage Loan hereunder;
(3) The expiration of forty-five (45) days from the date Mortgage Loan is delivered to the certificating custodian acceptable to the Lender for the issuance of a Mortgage-backed Security;
(4) The expiration of five (5) Business Day elapses Days from the date a Warehousing Wet Settlement Advance was made without receipt of all Collateral Documents relating to such Mortgage Loan, or such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment;
(5) The expiration of ten (10) calendar days from the date a Collateral Document in connection with such Mortgage Loan was delivered to the Company for correction or completion, without being returned to the Lender, corrected or completed;
(6) The Mortgage Loan is not or ceases to be an Eligible Mortgage Loan;
(7) The expiration of three (3) Business Days after the date on which the related Purchase Commitment, if any, expires, is terminated or otherwise canceled or no longer in full force and effect and the specific Mortgage Loan was not delivered under the Purchase Commitment prior to such termination, expiration or cancellation; and
(8) Upon sale of the Mortgage Loan. Upon receipt of such payment by the Lender, such Mortgage Loans or Mortgage-backed Securities shall be considered to have been redeemed from pledge, and the Collateral Documents relating thereto which have not been delivered to the Investor or the pool custodian or pool trustee shall be released by the Lender to the Company.
(d) With respect to Aged Mortgage Loans, the Company shall be obligated to pay to the Lender (and the Company authorizes the Lender to charge the operating account or any other accounts of the Company [excluding monies held by the Company in trust for third parties] in Lender’s possession for the payment thereof) the principal payments in the amounts and on the dates specified below:
(1) On the date a Pledged Mortgage becomes an Aged Mortgage Loan, a principal payment in an amount necessary to reduce the outstanding unpaid Advances against such Aged Mortgage Loan to be funded by that Warehousing Advance is not closed and funded.an amount equal to ninety percent (90%) of the Collateral Value of such Aged Mortgage Loan as of such date;
(2) Ten Thirty (1030) Business Days elapse without days following the return date a Pledge Mortgage becomes an Aged Mortgage Loan, a principal payment in an amount necessary to reduce the outstanding unpaid Advances against such Aged Mortgage Loan to an amount equal to eighty percent (80%) of a the Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.Value of such Aged Mortgage Loan as of such date;
(3) On Sixty (60) days following the date on which a Pledged Pledge Mortgage becomes an Aged Mortgage Loan, a principal payment in an amount necessary to reduce the outstanding unpaid Advances against such Aged Mortgage Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise an amount equal to be subject to fraud, whether or not Borrower had knowledge seventy percent (70%) of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more Collateral Value of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.such Aged Mortgage Loan as of such date;
(4) On Ninety (90) days following the date the Pledged Loan or a Lien prior Pledge Mortgage becomes an Aged Mortgage Loan, an amount equal to the Mortgage securing repayment balance of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible aggregate outstanding unpaid Advances against such Aged Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Sirva Inc)
Principal Payments. (a) Borrower must pay Lender the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date.
(b) Except as otherwise provided provide in Section 3.13.1(e), Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time.
(c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s 's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and fundedacquired.
(2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment payment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding following the date scheduled for the foreclosure or trustee sale of the premises securing proceedings are commenced with respect to a Pledged Loan
(d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) For any Pledged Loan, the Warehouse Period elapses.
(72) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian.
(3) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment.
(e) In addition to the payments required pursuant to Sections 3.3 (c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance.
(f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advance related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances Advance against the Pledged Loans Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of a specific Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets.
(g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan exceed multiplied by the aggregate Purchase Commitments for that type Fair Market Value of Eligible the Mortgage Loan.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Matrix Bancorp Inc)
Principal Payments. (a) Borrower must pay Lender the The outstanding principal amount of all Warehousing Advances shall be payable in full on the Warehousing Maturity Date.
(b) Except as otherwise provided The Company shall have the right to prepay the outstanding Advances in Section 3.1whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty.
(c) Borrower must The Company shall pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Company authorizes the Lender to cause the Funding Bank to charge Borrower’s the Company's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage, upon the earliest occurrence of any of the following events:
(1) One (1) Business Day elapses from the date a Warehousing an Advance was made if and the Pledged Loan Mortgage which was to be have been funded by that Warehousing such Advance is not closed and funded.
(2) Ten (10) Business Days elapse without from the return of date a Collateral Document was delivered by Lender to Borrower the Company for correction or completion under a Trust Receipt for correction or completionReceipt, if such Collateral Document has not been returned to the Lender.
(3) On the date on which a Pledged Loan Mortgage is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraudinformation, whether or not Borrower the Company had knowledge of the misrepresentation, incomplete such misrepresentation or incorrect information or fraud, on the date on which Borrower knows, has reason to knowinformation, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(4) If the outstanding Advances against Pledged Mortgages of a specific Mortgage Loan type exceed the aggregate Purchase Commitments for such Mortgage Loan type.
(5) For a Mortgage Loan covered by a Purchase Commitment at the time pledged hereunder, 3 Business Days after the mandatory delivery date of the related Purchase Commitment and the specific Pledged Mortgage or the Pledged Security backed thereby was not delivered under the Purchase Commitment prior to such mandatory delivery date, or the Purchase Commitment is terminated; unless in each case, such Pledged Mortgage or Pledged Security is eligible for delivery to an Investor under a comparable Purchase Commitment acceptable to the Lender.
(6) Upon the sale, sale or other disposition or prepayment of any the Pledged Asset Mortgage or, with respect to if a Pledged Loan Mortgage is included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(67) One On the date on which the Company knows, or has reason to know, or receives notice from the Lender, that one or more of the representations and warranties set forth in Section 5.15 were inaccurate or incomplete in any material respect on any date when made or deemed made.
(d) Upon Notice to the Company by the Lender, the Company shall pay to the Lender, and the Company authorizes the Lender to cause the Funding Bank to charge the Company's Operating Account for, the amount of any outstanding Advance against a specific Pledged Mortgage upon the earliest occurrence of any of the following events:
(1) For any Pledged Mortgage, the Warehouse Period elapses.
(2) On the date the payment of a Lien prior to a Pledged Mortgage is delinquent for a period of 60 days.
(3) Forty-five (45) days elapse from the date the Pledged Mortgage was delivered to an Investor or an Approved Custodian for examination and purchase or inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of the Pledged Mortgage as unsatisfactory by an Investor or an Approved Custodian.
(4) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made without receipt by the Lender of all Collateral Documents relating to such Pledged Mortgage, or such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment.
(5) With respect to any Pledged Mortgage, any of the items described in Section 2.2(d), upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment.
(e) The outstanding amount of any Advance made pursuant to Section 2.2(f) shall be payable in full within one (1) Business Day immediately preceding after the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loansuch Advance.
(7f) If In addition to the payments required pursuant to Sections 2.5(c) and 2.5(d), if the principal amount of any Pledged Mortgage is prepaid in whole or in part while an Advance is outstanding against such Pledged Mortgage, the Company shall be obligated to pay to the Lender, without the necessity of prior demand or notice from the Lender, and the Company authorizes the Lender to cause the Funding Bank to charge the Company's Operating Account for the amount of such prepayment, to be applied to such Advance.
(g) The proceeds of the sale or other disposition of Pledged Mortgages and Pledged Securities shall be paid directly by the Investor to the Cash Collateral Account. The Company shall give Notice to the Lender (telephonically, to be followed by written notice or via RFConnects Delivery) of the Pledged Mortgages or Pledged Securities for which proceeds have been received. Upon receipt of such Notice the Advances against such Pledged Mortgages or Pledged Securities shall be repaid from such proceeds and such Pledged Mortgages or Pledged Securities shall be considered to have been redeemed from pledge. The Lender is entitled to rely upon the Company's affirmation that deposits in the Cash Collateral Account represent payment from Investors for the purchase of Pledged Mortgages or Pledged Securities as specified by the Company. In the event that the payment from an Investor for the purchase of Pledged Mortgages or Pledged Securities is less than the outstanding Warehousing Advances against such Pledged Mortgages or the Mortgage Loans backing Pledged Securities, the Lender is authorized to cause the Funding Bank to charge the Company's Operating Account for an amount equal to such deficiency. Provided no Default or Event of a specific type of Eligible Loan exceed Default exists, the aggregate Purchase Commitments Lender shall return any excess payment from an Investor for that type of Eligible LoanPledged Mortgages or Pledged Securities to the Company.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Finet Com Inc)
Principal Payments. (a) Borrower Borrowers must pay Lender to Credit Agent (i) for the pro rata benefit of Lenders in the case of Warehousing Advances, and (ii) for RFC in the case of Swingline Advances and RFC Direct Advances, the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.13.1(d), Borrower Borrowers may prepay any portion of the Warehousing Advances without premium or penalty at any time.
(c) Borrower Borrowers must pay to LenderCredit Agent for the pro rata benefit of Lenders, without the necessity of prior demand or Notice from LenderCredit Agent, and Borrower authorizes Lender Borrowers authorize Credit Agent to cause the Funding Bank to charge Borrower’s Borrowers’ Operating Account for, or reduce the Buydown by the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) One (1) Business Day elapses from the date a Warehousing an Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded.
(2) Ten Fifteen (1015) Business Days elapse without the return of a Collateral Document delivered by Lender Credit Agent to a Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan Asset is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not any Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, or on the date on which any Borrower knows, has reason to know, or receives Notice from LenderCredit Agent, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) any Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On Except in the case of Foreclosure Claim Receivables and Foreclosure Mortgage Loans, on the date the a Pledged Loan Asset or a Lien prior to the a Mortgage securing repayment of the a Pledged Loan Asset is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan, unless such foreclosure or trustee sale will give rise to a Foreclosure Claim Receivable against which the related Advance may remain outstanding hereunder.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for Pledged Loans.
(d) Upon telephonic or written Notice to Borrowers by Credit Agent, Borrowers must pay to Credit Agent for the benefit of Lenders, and Borrowers authorize Credit Agent to cause the Funding Bank to charge Borrowers’ Operating Account for, or reduce the Buydown by, the amount of any outstanding Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) For any Pledged Loan, the Warehouse Period elapses.
(2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian.
(3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan without receipt by Credit Agent of all Collateral Documents relating to the Pledged Loan.
(4) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment.
(5) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Credit Agent (and at the reasonable discretion of the Credit Agent), are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment, unless such non-compliance is, in Credit Agent’s reasonable judgment, readily curable.
(e) In addition to the payments required by Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Asset is prepaid in whole or in part while an Advance is outstanding against the Pledged Asset, Borrowers must pay to Credit Agent, without the necessity of prior demand or Notice from Credit Agent, and Borrowers authorize Credit Agent to cause the Funding Bank to charge Borrowers’ Operating Account for the amount of the prepayment to be applied against the Advance.
(f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor or other obligor to the Cash Collateral Account. Borrowers must give Notice to Credit Agent in writing, by telephone or by RFConnects Delivery to Credit Agent (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrowers’ Notice, Credit Agent will apply any proceeds deposited into the Cash Collateral Account to the payment of the Advances related to the Pledged Assets identified by Borrowers in their Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Credit Agent is entitled to rely upon Borrowers’ affirmation that deposits in the Cash Collateral Account represent payments from Investors or obligors for the purchase of the Pledged Assets specified by Borrowers in their Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Advances against the Pledged Assets identified by Borrowers in their Notice, Borrowers must pay to Credit Agent, and Borrowers authorize Credit Agent to cause the Funding Bank to charge Borrowers’ Operating Account in, an amount equal to that deficiency. As long as no Default or Event of Default exists, Credit Agent will return to Borrowers any excess payment from an Investor or obligor for Pledged Assets. For the purposes of this Section 3.3(f), payments made by check into the Cash Collateral Account will be deemed received when the check has cleared in accordance with Credit Agent’s usual procedures.
(g) Credit Agent reserves the right to revalue any Pledged Loan that is not covered by a Purchase Commitment from F▇▇▇▇▇ M▇▇ or F▇▇▇▇▇▇ Mac. Credit Agent reserves the right to revalue any Pledged Loan that is to be exchanged for an Agency Security if that Agency Security is not covered by a Purchase Commitment. Credit Agent reserves the right to revalue any other Pledged Asset. Borrowers must pay to Credit Agent, without the necessity of prior demand or Notice from Credit Agent, and Borrowers authorize Credit Agent to cause the Funding Bank to charge Borrowers’ Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Advances outstanding against the revalued Eligible Asset to an amount equal to the Advance Rate for the applicable type of Eligible LoanAsset multiplied by the Fair Market Value of the Eligible Asset.
(h) Upon the occurrence of any event described in Section 10.1(g) with respect to Lennar, Borrowers shall, at the request of Credit Agent or Majority Lenders, repay all Advances outstanding against Agreements for Deed, Construction/Perm Mortgage Loans and Unimproved Land Loans, and no further Advances will thereafter be made against Agreements for Deed, Construction/Perm Mortgage Loans or Unimproved Land Loans.
(i) Prior to the occurrence of an Event of Default and acceleration of all Advances outstanding hereunder or termination of the Warehousing Commitment or the RFC Direct Commitment, amounts received by Credit Agent as proceeds of the sale or other disposition of Pledged Assets, shall be allocated among Lenders as follows:
(1) With respect to proceeds from the disposition of Pledged Assets other than Third-Party Builder Construction Loans and Unimproved Land Loans, first, to RFC until the aggregate outstanding principal amount of the Swingline Advances have been paid in full; and second, pro rata to Lenders in accordance with their respective Percentage Shares, until the principal amount of the related Warehousing Advances have been paid in full.
(2) With respect to proceeds from the disposition of Third-Party Builder Construction Mortgage Loans and Unimproved Land Loans, to RFC until the principal amount of the related RFC Direct Advances have been paid in full.
(3) Finally, the balance, if any, to Borrower. Following the occurrence of an Event of Default and acceleration of any Obligations outstanding hereunder or termination of the Warehousing Commitment or the RFC Direct Commitment, all amounts received by Credit Agent on account of the Obligations shall be disbursed by Credit Agent in accordance with the provisions of Section 10.3 hereof.
(j) In addition to the payments required pursuant to Sections 3.3(a) – 3.3(i), Borrower shall repay the Warehousing Advances, RFC Direct Advances and Swingline Advances as set forth in Exhibit H.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Lennar Corp /New/)
Principal Payments. Except where evidenced by notes or other instruments issued or made by Borrower to TEXTRON specifically containing payment provisions which are in conflict with this Section 2.10(a) (a) Borrower must pay Lender in which event the outstanding principal amount conflicting provisions of all Warehousing Advances on the Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.1said notes or other instruments shall govern and control), Borrower may prepay any that portion of the Warehousing Advances without premium or penalty at any time.
(c) Obligations consisting of principal payable on account of Revolving Loans and Floorplan Loans shall be payable by Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset TEXTRON immediately upon the earliest occurrence of (i) the receipt by TEXTRON or Borrower of any proceeds of any of the following events:
Collateral, to the extent of said proceeds, (1ii) One the occurrence of an Event of Default in consequence of which TEXTRON elects to accelerate the maturity and payment of such loans, (1iii) Business Day elapses from any termination of this Agreement pursuant to Section 9.2, or (iv) in the case of any Floorplan Loan, the date a Warehousing Advance was made if that is the Pledged Loan to be funded by that Warehousing Advance is not closed and funded.
(2) Ten (10) Business Days elapse without the return number of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties days set forth in Article 9 were inaccurate Exhibit A to this Agreement after the invoice date for the Floorplanned Inventory purchased with the proceeds of such Floorplan Loan, which number of days are specified opposite the name of the manufacturer or incomplete vendor of such Floorplanned Inventory in such Exhibit A (each, a "DUE DATE") (and TEXTRON shall have the right, in its Permitted Discretion, to amend or supplement such Exhibit A in whole or in part by delivery from time to time of a new such Exhibit A to Borrower), provided, however, that any material respect Revolver Overloan or Floorplan Collateral Coverage Reconciliation shall be payable on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior demand pursuant to the Mortgage securing repayment provisions of the Pledged Loan Section 2.3. Provided that there is defaulted and remains sufficient Eligible Inventory, as determined by TEXTRON in default for a period of 60 days or more.
(5) Upon the saleits Permitted Discretion, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7) If the outstanding Warehousing Advances against Pledged Loans of cover a specific type invoice, Borrower and TEXTRON may agree to extend the due date of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loansuch specific invoice, on such terms and conditions as are established by TEXTRON in its Permitted Discretion, and consented to by Borrower.
Appears in 1 contract
Principal Payments. (a) Borrower must pay Lender the The outstanding principal amount of all Warehousing Advances shall be payable in full on the Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.1, Borrower may prepay any portion The outstanding principal amount of the Warehousing Term Loan Advances without premium or penalty at any timeas of the Term Loan Commitment Termination Date shall be payable in forty-eight (48) equal monthly installments, due on the first day of each month beginning on the first day of April, 1996. The remaining principal balance of the Term Loan Advances shall be payable on the Term Loan Maturity Date.
(c) Borrower must The outstanding principal amount of all Working Capital Advances shall be payable in full on the Working Capital Maturity Date.
(d) The Company shall have the right to prepay the outstanding Advances in whole or in part, from time to time, without premium or penalty; provided, that no voluntary prepayment of Warehousing Advances may be made in an amount less than Five Hundred Thousand Dollars ($500,000).
(e) All payments of outstanding Warehousing Advances from the proceeds of the sale or other disposition of Pledged Mortgages and Pledged Securities shall be paid directly by the Investor to the Cash Collateral Account to be applied against the Obligations.
(f) The Company shall be obligated to pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Company authorizes the Lender to cause the Funding Bank to charge Borrower’s Operating Account the Company's account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage, upon the earliest occurrence of any of the following events:
(1) One hundred twenty (120) days elapse from the date of the initial Warehousing Advance made by the Lender against such Pledged Mortgage, whether or not such Pledged Mortgage is included in an Eligible Mortgage Pool.
(2) Forty-five (45) days elapse from the date the Pledged Mortgage was delivered to an Investor for examination and purchase, without the purchase being made, or upon rejection of the Pledged Mortgage as unsatisfactory by an Investor.
(3) One (1) Business Day elapses from the date a Warehousing wet Settlement Advance was made if and the Pledged Loan Mortgage which was to be have been funded by that Warehousing such Wet Settlement Advance is not closed and funded.
(24) Ten Seven (107) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On from the date on which a Wet Settlement Advance was made without receipt by the Lender of all Collateral Documents relating to such Pledged Loan is determined to have been originated based on untrueMortgage, incomplete or inaccurate information or otherwise such Collateral Documents, upon examination by the Lender, are found not to be subject to fraud, whether in compliance with the requirements of this Agreement or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency SecurityPurchase Commitment.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Finet Holdings Corp)
Principal Payments. (a) Borrower must pay Lender the The outstanding principal amount of all Warehousing Advances shall be payable in full on the Warehousing Maturity Date.
(b) Except as otherwise provided The Company shall have the right to prepay the outstanding Advances in Section 3.1whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty.
(c) Borrower must All payments of outstanding Advances from the proceeds of the sale or other disposition of Pledged Mortgages and Pledged Securities shall be paid directly by the Investor to the Cash Collateral Account to be applied against the Obligations.
(d) The Company shall be obligated to pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Company authorizes the Lender to cause the Funding Bank to charge Borrower’s Operating Account the Company's account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage, upon the earliest occurrence of any of the following events:
(1) One hundred eighty (180) days elapse from the date of the initial Warehousing Advance made by the Lender against such Pledged Mortgage, whether or not such Pledged Mortgage is included in an Eligible Mortgage Pool.
(2) Sixty (60) days elapse from the date the Pledged Mortgage was delivered to an Investor for examination and purchase, without the purchase being made, or upon rejection of the Pledged Mortgage as unsatisfactory by an Investor.
(3) One (1) Business Day elapses from the date a Warehousing Wet Settlement Advance was made if and the Pledged Loan Mortgage which was to be have been funded by that Warehousing such Wet Settlement Advance is not closed and funded.
(24) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made without receipt by the Lender of all Collateral Documents relating to such Pledged Mortgage required to be delivered to the Lender within such seven (7) Business Day period pursuant to Exhibit D-SF hereto, or such ------------ Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment.
(5) Ten (10) Business Days elapse without from the return of date a Collateral Document was delivered by Lender to Borrower the Company for correction or completion under a Trust Receipt Receipt, without being returned to the Lender, and one (1) Business Day elapses after the Lender's demand in writing to the Company for correction or completionpayment of such Advance.
(36) On the date on which a Pledged Loan Mortgage is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise that the Lender determines, in the reasonable exercise of its judgement, to be subject to fraudmaterial, whether or not Borrower the Company had knowledge of the misrepresentation, incomplete such misrepresentation or incorrect information or fraud, on the date on which Borrower knows, has reason to knowinformation, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 sixty (60) days or more.
(57) For any Pledged Mortgage, the Company fails to deliver to the Lender all documents required to be delivered under Section 2.2(d) hereof within the time frame specified in such Section, or such items, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment.
(8) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment and the specific Pledged Mortgage was not delivered under the Purchase Commitment prior to such mandatory delivery date, or the Purchase Commitment is terminated; unless in each case, such Pledged Mortgage is eligible for delivery to an Investor under a comparable Purchase Commitment acceptable to the Lender.
(9) Upon the sale, maturity or other disposition or prepayment of any the Pledged Asset or, with respect to a Mortgage.
(10) If the Pledged Loan Mortgage is included in a Mortgage Pool, then, if the Mortgage Pool is an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Mortgage-backed Security, or if the Mortgage Pool is not an Eligible Mortgage Pool, within two (2) Business Days after delivery of the Pledged Mortgages to the pool custodian.
(6e) One The outstanding amount of any Advance made pursuant to Section 2.2(f) shall be payable in full within one (1) Business Day immediately preceding after the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loansuch Advance.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (National Mortgage Corp)
Principal Payments. (a) Borrower must pay Lender Lenders the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.1, Borrower must pay Lenders the outstanding principal amount of the Term Loan Advances on the Term Loan Maturity Date.
(c) Borrower may prepay any portion of the Warehousing Advances, Term Loan Advances and Swingline Advances without premium or penalty at any time.
(cd) Borrower must pay to LenderCollateral Agent, for distribution to the Credit Agent for the benefit of the Lenders, without the necessity of prior demand or Notice from LenderCredit Agent or Collateral Agent, and Borrower authorizes Lender Credit Agent to cause the Funding Bank to charge Borrower’s 's Operating Account forand the Collateral Agent to charge any account of Borrower (other than any trust or escrow account) with it, for the amount of any outstanding Warehousing Advances or Swingline Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan that was to be have been funded by that Warehousing Advance is not closed and funded.
(2) Ten Fifteen (1015) Business Days calendar days elapse without the return of a Collateral Document delivered by Lender Collateral Agent to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, or on the date on which Borrower knows, or has reason to know, or receives Notice from LenderCredit Agent, that (A) one or more of the representations and warranties set forth in Article 9 10 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 30 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset, the date that any Pledged Asset is collected by Borrower, or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6e) One Upon telephonic or facsimile Notice to Borrower by Collateral Agent, Borrower must pay to Collateral Agent, for distribution to the Credit Agent for the benefit of the Lenders, and Borrower authorizes Credit Agent to cause the Funding Bank to charge Borrower's Operating Account and the Collateral Agent to charge any account of Borrower (other than any trust or escrow account) with it, for the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a For any Pledged Loan, the Warehouse Period elapses.
(72) Forty-five (45) days or, in the case of a Bond Program Mortgage Loan, 60 days, elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian.
(3) Nine (9) calendar days elapse from the date a Wet Settlement Advance was made against a Pledged Loan without receipt by Collateral Agent of all Required Documents relating to the Pledged Loan, or the Required Documents, upon examination by Collateral Agent, do not comply with the requirements of this Agreement or the Collateral Agency Agreement.
(4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Collateral Agent (and at the reasonable discretion of the Credit Agent and the Collateral Agent), are found not to be in compliance with the requirements of this Agreement.
(f) In addition to the payments required pursuant to Sections 4.3(d) and 4.3(e), if the principal amount of any Pledged Loan or Other Eligible Assets is prepaid in whole or in part while Warehousing Advances or a Swingline Advance are outstanding against the Pledged Loan or Other Eligible Asset, Borrower must pay to Credit Agent, without the necessity or prior demand or Notice from Credit Agent or Collateral Agent, and Borrower authorizes Credit Agent to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance or Swingline Advance.
(g) The proceeds of the sale, other disposition or collection of Pledged Assets must be paid directly by the Investor or other Obligor to the Settlement Account. Borrower must give Notice to Collateral Agent (by telephone or electronic mail, and if by telephone, followed promptly by written notice) of the Pledged Assets for which proceeds have been received no later than 11:00 a.m. on the date on which Borrower wants such proceeds applied to the Advances. Upon receipt of Borrower's Notice, Collateral Agent will disburse such proceeds to the Cash Collateral Account and notify the Credit Agent to apply such proceeds to the payment of the Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Collateral Agent is entitled to rely upon Borrower's affirmation that deposits in the Settlement Account represent payments from Investors or obligors for the purchase or in payment of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor or obligor for the purchase or in payment of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Loans Assets identified by Borrower in its Notice, Borrower authorizes Credit Agent to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of a specific type Default exists, Credit Agent will return to Borrower any excess payment from an Investor or other Obligor for Pledged Assets unless the Majority Lenders instruct the Credit Agent otherwise. For purposes of Eligible Loan exceed this Section 4.3(g), payments made by check into the Settlement Account shall be deemed received when the check has cleared in accordance with the Collateral Agent's usual procedures.
(h) If at any time the aggregate Purchase Commitments for that type outstanding principal balance of all Term Loan Advances exceeds the Servicing Collateral Value, Borrower shall prepay the Term Loan Advances in the amount of such excess. If at any time the aggregate outstanding principal balance of all Term Loan Advances and Warehousing Advances made against Other Eligible Loan.Assets exceeds 90% of the most recent Appraisal Value of the Servicing Portfolio (adjusted to reflect additions to and deletions from the Eligible Servicing Portfolio since the date of the relevant Appraisal), Borrower shall prepay the following types of Advances, in order, in the amount of such excess:
Appears in 1 contract
Sources: Warehousing Credit, Term Loan and Security Agreement (American Home Mortgage Holdings Inc)
Principal Payments. (ai) Borrower On the Expiration Date the Company must pay Lender Credit Agent the then outstanding principal amount balance of the Advances, together with all Warehousing Advances on accrued and unpaid interest thereon and any unpaid costs, expenses and other amounts due under the Warehousing Maturity DateFacility.
(bii) Except as otherwise provided in Section 3.1, Borrower The Company may prepay any portion of the Warehousing Advances Facility without premium or penalty at any time, subject to payment of amounts specifically provided for herein resulting from such payment.
(ciii) Borrower The Company must pay to Lender, without the necessity of prior demand or Notice from LenderCredit Agent, and Borrower the Company authorizes Lender to cause the Funding Bank Credit Agent to charge Borrowerthe Company’s Operating Account for, money market account (account no. ) maintained at the Credit Agent and entitled “Investable Capital Account” for the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1a) One For any Collateral Mortgage Loan, the Warehouse Period elapses.
(1b) Business Day elapses from For any Collateral Mortgage Loan, more than forty-five (45) days has elapsed since such Collateral Mortgage Loan was sent to an Approved Investor, or the custodian acceptable to Credit Agent of an Approved Investor, for examination and purchase under a Commitment.
(c) On the date a Warehousing an Advance was made (or the Business Day thereafter, in jurisdictions where table-funding is prohibited) if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded.
(d) At the option of the Credit Agent, in its sole discretion, two (2) Ten (10) Business Days elapse Day elapses from the date an Advance was made against a Pledged Loan, without receipt of the return Mortgage Documents relating to that Pledged Loan required to be delivered on that date, or such Mortgage Documents, upon examination by Credit Agent or its custodian, are found not to be in compliance with the requirements of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction this Agreement or completionthe related Commitment.
(3e) On the date on which a Pledged Loan is determined to have been originated based on material untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower the Company had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on .
(f) On the date on which Borrower the Company knows, has reason to know, or receives Notice notice from LenderCredit Agent, that (A) one or more of the representations and warranties with respect to Mortgage Loans set forth in Article 9 this Agreement were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower the Company has failed to perform or comply with any covenant, term or condition applicable to such Pledged Asset as set forth in Article 9this Agreement.
(4g) On the date the Pledged Loan or a Lien lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default defult for a period of 60 30 days or moremore (provided, however, senior liens are permitted only to the extent permitted under the DUS Program).
(5h) On the mandatory delivery date of the related Commitment, if applicable, if the specific Pledged Loan has not been delivered under the Commitment prior to such mandatory delivery date, or on the date the related Commitment expires or is terminated.
(i) Three (3) Business Days after the date a Pledged Mortgage is rejected for purchase by an Approved Investor unless another Commitment is provided within that three (3) Business Day period.
(j) Upon the sale, other disposition or prepayment in full of any Pledged Asset or, with respect to a Pledged Collateral Mortgage Loan included in an Eligible Mortgage PoolMBS, upon the sale or other disposition of the related Agency Securitysuch MBS.
(6k) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale With respect to any Collateral Mortgage Loan, any of the premises securing a Pledged Mortgage Documents relating to such Collateral Mortgage Loan, upon examination by Credit Agent or its custodian, are found not to be in compliance with the requirements of this Agreement or the related Commitment.
(7iv) If the principal amount of any Pledged Loan is prepaid in part while an Advance is outstanding Warehousing against such Pledged Loan, and as a result the then Borrowing Base would be exceeded, the Company must pay to Credit Agent, without the necessity of prior demand or notice from Credit Agent, and the Company authorizes Credit Agent, upon notice to the Company, to charge the Investable Capital Account for, the amount of such partial prepayment, to be applied against the applicable Advance, and thereafter to the then outstanding principal amount under the Facility.
(v) The proceeds of the sale, other disposition or repayment of Pledged Assets must be paid directly by ▇▇▇▇▇▇ ▇▇▇ or other Approved Investor or other obligor by wire transfer to the Cash Collateral Account. Upon the Company’s receipt of notice that such proceeds have been received, the Company must give notice to Credit Agent in writing, or by telephone followed promptly by written notice, of the Pledged Assets for which proceeds of refinancing, payment, modification, sale or other disposition have been received. Upon receipt of the Company’s notice, Credit Agent will apply any proceeds deposited into the Cash Collateral Account to the payment of the Advances related to the Pledged Assets identified by the Company in its notice, and those Pledged Assets will be considered to have been redeemed from pledge if the related Advance has been paid in full, and any excess amounts shall be applied to the then remaining outstanding principal balance of the Facility. Credit Agent is entitled to rely upon the Company’s affirmation that deposits in the Cash Collateral Account represent proceeds of the purchase or repayment of the Pledged Assets specified by the Company in its notice. If the payment for the purchase or repayment of Pledged Assets of the Company is less than the outstanding Advances against the Pledged Loans of a specific type of Eligible Loan exceed Assets identified by the aggregate Purchase Commitments for Company in its notice, the Company must immediately, and in any event by the next Business Day, pay to Credit Agent, and the Company authorizes Credit Agent to charge the Investable Capital Account in, an amount equal to that type of Eligible Loandeficiency, and the Credit Agent’s security interest therein shall not terminate until such payment has been made.
Appears in 1 contract
Sources: Mortgage Warehousing and Security Agreement (Ares Commercial Real Estate Corp)
Principal Payments. (a) Borrower must pay Lender the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.1, Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time.
(c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s 's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded.
(2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) For any Pledged Loan, other than an Aged Mortgage Loan, the Standard Warehouse Period elapses and, for any Aged Mortgage Loan, the Aged Warehouse Period elapses.
(2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian.
(3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan other than a Repurchased Mortgage Loan without receipt by Lender of all Collateral Documents relating to the Pledged Loan.
(4) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment.
(5) Twenty (20) Business Days elapse from the date a Wet Settlement Advance was made against a Repurchased Mortgage Loan without receipt by Lender of all Collateral Documents relating to the Pledged Loan.
(6) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment.
(e) In addition to the payments required by Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance.
(f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Loans Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in, an amount equal to that deficiency. As long as no Default or Event of a specific Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets.
(g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan exceed multiplied by the aggregate Purchase Commitments for that type Fair Market Value of Eligible the Mortgage Loan.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (First NLC Financial Services Inc)
Principal Payments. (a) Except as set forth herein, all payments of principal shall be first applied to the reduction of Advances for working capital purposes or as otherwise directed by Borrower. Upon the sale of a Mortgaged Property, the Borrower must shall pay Lender to the outstanding Agent an amount equal to the Mortgage Release Price payable in respect thereof, and such Mortgage Release Price payment when received by the Agent, shall be applied in reduction of the principal amount balance of all Warehousing Advances the Loan. Notwithstanding the foregoing provisions, during the continuance of an Event of Default, any Mortgage Release Price payment received by the Agent may be applied, in the discretion of the Lenders, in reduction of any accrued and unpaid interest on the Warehousing Maturity Date.
(bLoan or any outstanding Advance made pursuant to Section 5.01(c) Except hereof, so long as otherwise provided in Section 3.1, the Agent provides to Borrower may prepay any portion all documents necessary to release the Mortgaged Property being sold. At the request of the Warehousing Advances without premium or penalty at any time.
(c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account forAgent, the amount Borrower will furnish to the Agent copies of any outstanding Warehousing Advance against a specific Pledged Asset upon closing statement, purchase agreement and similar documents relating to the earliest occurrence of any of the following events:
(1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded.
(2) Ten (10) Business Days elapse without the return sale of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien Mortgaged Property prior to the Mortgage securing repayment release by the Agent of the Pledged Loan is defaulted and remains in default for a period security with respect to such Mortgaged Property. During the term of 60 days or more.
(5) Upon the saleLoan, other disposition or prepayment upon the Agent's receipt of any Pledged Asset or, the Mortgage Release Price with respect to a Pledged Loan included in an Eligible Mortgage PoolMortgaged Property, upon the sale or Agent will release the applicable Mortgaged Property and all other disposition security of the related Agency Security.
(6) One (1) Business Day immediately preceding Lenders encumbering such Mortgaged Property by the date scheduled for prompt delivery of appropriate documents duly authorized and executed and in accordance with the foreclosure or trustee sale law of the premises securing State in which the Mortgaged Property is located to fully and completely release any security interest of Lenders encumbering such Mortgaged Property. Notwithstanding anything contained herein to the contrary, as a Pledged Loan.
(7) If condition to any release Borrower shall have satisfied the outstanding Warehousing Advances against Pledged Loans following conditions prior to the Agent's release of a specific type Mortgaged Property:
a. No Conditional Default or Event of Eligible Loan exceed Default shall exist;
b. Borrower shall have provided to Agent a proforma Borrowing Base Certificate as of the aggregate Purchase Commitments for that type end of Eligible Loanthe previous calendar month and a proforma Compliance Certificate as of the end of the previous calendar quarter, demonstrating Borrower's compliance with the terms of this Agreement after giving effect to the release of such Mortgaged Property;
c. Borrower shall pay all costs and expenses reasonably incurred by Agent in connection with the release of such Mortgaged Property.
Appears in 1 contract
Sources: Secured Revolving Credit Agreement (Windrose Medical Properties Trust)
Principal Payments. (ai) Borrower must pay Lender the outstanding The principal amount of all Warehousing Advances on the Warehousing Maturity Date.
(b) Except as otherwise provided this Note shall be payable by Maker in Section 3.1, Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time.
(c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any installments of the following eventsamounts and on June 30, 2016 (the “Maturity Date”) as follows:
(1A) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded.
(2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knowseach of CBTC and CBTC PA makes a payment in redemption of a portion of the Maker’s interest in such Subject LLC following the exercise of the first Purchase Option, has reason the Option Purchase Price shall be reduced by an amount equal to know$[___] of each such redemption payment;
(B) on the date on which each of CBTC and CBTC PA makes a payment in redemption of a portion of the Maker’s interest in such Subject LLC following the exercise of the second Purchase Option, the Option Purchase Price shall be reduced by an amount equal to $[___] of each such redemption payment; and
(C) on the date on which each of CBTC and CBTC PA makes a payment in redemption of a portion of the Maker’s interest in such Subject LLC following the exercise of the third Purchase Option, the Option Purchase Price shall be reduced by an amount equal to the remaining unpaid principal balance.
(ii) All payments of principal hereunder to Holder may be made, at Maker’s election, in immediately available funds by wire transfer to the bank account set forth on Attachment III hereto or receives Notice from Lendersuch other account as may be designated in writing by Holder at least three (3) Business Days prior to the date on which such payment is due.
(iii) Following completion of the Roll-up and subject to the approval of Holder, that the Maker may elect to repay the entire outstanding principal amount of this Note plus accrued and unpaid interest in kind by the assignment, transfer and conveyance of (A) one or more of the representations a [__]% equity interest held by Maker in CBTC and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed a [__]% equity interest held by Maker in CBTC PA to perform or comply with any covenant, term or condition set forth in Article 9Holder.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Campus Crest Communities, Inc.)
Principal Payments. (a) Borrower must pay Lender Credit Agent the outstanding principal amount of all Warehousing Advances together with all accrued and unpaid interest thereon, and any unpaid costs and expenses, on the Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.1, Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time.
(c) Upon telephonic or written Notice to Borrower by Credit Agent, Borrower must pay to Lender, without the necessity of prior demand or Notice from LenderCredit Agent, and Borrower authorizes Lender to cause the Funding Bank Credit Agent to charge Borrower’s its Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) One For any Pledged Loan, the Warehouse Period elapses.
(12) Business Day elapses from For any Pledged Loan, the Shipped Period elapses.
(3) On the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is has not closed and funded.
(24) One (1) Business Day elapses from the date a Warehousing Advance was made against a Pledged Loan, without receipt of the Collateral Documents relating to that Pledged Loan required to be delivered on that date, or such Collateral Documents, upon examination by Credit Agent, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment.
(5) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender Credit Agent to Borrower under a Trust Receipt for correction or completion.
(36) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect inaccurate information or fraud, on .
(7) On the date on which Borrower knows, has reason to know, or receives Notice from LenderCredit Agent, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed mademade or became inaccurate or incomplete after any such date, or (B) Borrower has failed to perform or comply with any covenant, term or condition applicable to it set forth in Article 9.
(4) 8) On the date the on which a Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains has been in default for a period of 60 days or moremore (it being understood that, as provided in Section 9.2(o), no Warehousing Advance will be made against any Mortgage Loan which is in default).
(59) On the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated.
(10) Three (3) Business Days after the date a Pledged Loan is rejected for purchase by an Investor unless another Purchase Commitment is provided within that three (3) Business Day period.
(11) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(612) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale With respect to any Pledged Loan, any of the premises securing a Pledged LoanCollateral Documents, upon examination by Credit Agent, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment.
(713) If, after giving effect to a new Warehousing Advance against a Pledged Loan or to the payment of existing Warehousing Advances against Pledged Loans, any of the limitations set forth in Exhibit C have been exceeded.
(d) In addition to the payments required by Sections 3.3(a) and 3.3(b), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Credit Agent, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Credit Agent to charge its Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance.
(e) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to Borrower’s Cash Collateral Account. Borrower must give Notice to Credit Agent in writing or by telephone (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower’s Notice, Credit Agent will apply any proceeds deposited into the applicable Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge to the extent the related Warehousing Advance has been paid in full. Credit Agent is entitled to rely upon Borrower’s affirmation that deposits in the applicable Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Loans Assets identified by Borrower in its Notice, Borrower must pay to Credit Agent, and Borrower authorizes Credit Agent to charge Borrower’s Operating Account for, an amount equal to that deficiency. As long as no Default or Event of a specific Default exists, Credit Agent will return to Borrower any excess payment from an Investor for Pledged Assets.
(f) Credit Agent reserves the right to revalue any Pledged Loan or Pledged Security. Borrower must pay to Credit Agent, without the necessity of prior demand or Notice from Credit Agent, and Borrower authorizes Credit Agent to charge Borrower’s Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan or Pledged Security to an amount equal to the Advance Rate for the applicable type of Eligible Pledged Loan exceed or Pledged Security multiplied by the Fair Market Value of the Pledged Loan or Pledged Security.
(g) Without duplication of any payment made pursuant to Section 3.3(h), in the event that the outstanding principal amount of the Loan at any time exceeds the Warehousing Commitment Amount, Borrower must pay to Credit Agent, without the necessity of prior demand or Notice from Credit Agent, and Borrower authorizes Credit Agent to charge Borrower’s Operating Account for, any amount required after to reduce the principal amount of the Loan to an amount equal to the lesser of the Warehousing Commitment Amount and the then aggregate Warehousing Collateral Value.
(h) Without duplication of any payment made pursuant to Section 3.3(g), in the event that the aggregate Purchase Commitments amount of outstanding Warehousing Advances made by a Lender exceed such Lender’s Warehousing Commitment Amount, Borrower must pay to Credit Agent, for that type payment to such Lender, without the necessity of Eligible Loanprior demand or Notice from Credit Agent, and Borrower authorizes Credit Agent to charge Borrower’s Operating Account for, any amount required after to reduce the aggregate amount of outstanding Warehousing Advances made by such Lender to an amount equal to such Lenders’ Warehousing Commitment Amount.
Appears in 1 contract
Sources: Mortgage Warehousing Credit and Security Agreement (Walker & Dunlop, Inc.)
Principal Payments. (a) Borrower must pay Lender the The outstanding unpaid principal amount of all Warehousing Advances on the Warehousing Maturity Dateshall be payable in full upon February 2, 2000.
(b) Except as otherwise provided The Company shall have the right to prepay the outstanding Advances in Section 3.1whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty, subject to the Company's obligation to pay the Non-Usage Fee pursuant to Section 2.8 hereof.
(c) Borrower must The Company shall be obligated to pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Company authorizes the Lender to cause charge the Funding Bank to charge Borrower’s Operating Account for, or any other accounts of the Company (excluding any monies held by Company in trust for third parties) in Lender's possession for the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage Loan, upon the earliest occurrence of any of the following events:
(1) One The expiration of ninety (190) days from the date of any Advance for any Mortgage Loan (excluding Aged Mortgage Loans);
(2) The expiration of thirty (30) days from the date the Mortgage Loan was delivered to an Investor for examination and purchase, without the purchase being made;
(3) The expiration of forty-five (45) days from the date Mortgage Loan is delivered to the certificating custodian acceptable to the Lender for the issuance of a Mortgage-backed Security;
(4) The expiration of five (5) Business Day elapses Days from the date a Warehousing Wet Settlement Advance was made if without receipt of all Collateral Documents relating to such Mortgage Loan, or such Collateral Documents, upon examination by the Pledged Loan Lender, are found not to be funded in compliance with the requirements of this Agreement or the related Purchase Commitment;
(5) The expiration of fifteen (15) calendar days from the date a Collateral Document in connection with such Mortgage Loan was delivered to the Company for correction or completion, without being returned to the Lender, corrected or completed;
(6) The Mortgage Loan is in default and such default continues for a period of sixty (60) days or more;
(7) The expiration of five (5) Business Days after the date on which the related Purchase Commitment, if any, expires, is terminated or otherwise canceled or no longer in full force and effect and the specific Mortgage Loan was not delivered under the Purchase Commitment prior to such termination, expiration or cancellation;
(8) Upon sale of the Mortgage Loan. Upon receipt of such payment by that Warehousing Advance is the Lender, such Mortgage Loans or Mortgage-backed Securities shall be considered to have been redeemed from pledge, and the Collateral Documents relating thereto which have not closed been delivered to the Investor or the pool custodian or pool trustee shall be released by the Lender to the Company.
(d) With respect to each Aged Mortgage Loan, the Company shall be obligated to pay to the Lender (and funded.the Company authorizes the Lender to charge the Funding Account or any other accounts of the Company [excluding monies held by the Company in trust for third parties] in Lender's possession for the payment thereof), the principal payments in the amounts and on the dates specified below:
(1) On the date a Pledged Mortgage becomes an Aged Mortgage Loan, a principal payment in an amount equal to twenty percent (20%) of the outstanding unpaid Advances against such Aged Mortgage Loan;
(2) Ten On the date an Aged Mortgage Loan has been included in the Collateral for 120 days (computed from the date it was originally pledged as Collateral), a principal payment in an amount equal to ten percent (10%) Business Days elapse without of the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.outstanding unpaid Advances against such Aged Mortgage Loan;
(3) On the date on which an Aged Mortgage Loan has been included in the Collateral for 150 days (computed from the date it was originally pledged as Collateral), a Pledged Loan is determined principal payment in an amount equal to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge ten percent (10%) of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when outstanding unpaid Advances made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.against such Aged Mortgage Loan;
(4) On the date an Aged Mortgage Loan has been included in the Pledged Loan or a Lien prior Collateral for 180 days (computed from the date it was originally pledged as Collateral), an amount equal to the Mortgage securing repayment balance of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible aggregate outstanding unpaid Advances against such Aged Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (E Loan Inc)
Principal Payments. (a) The Borrower must pay Lender shall make payment in full of the outstanding principal amount unpaid Principal Amount of all Warehousing Advances on Loans at the Warehousing Final Maturity Date.
(b) Except as otherwise provided The Borrower may, from time to time on any Business Day, make a voluntary prepayment, in Section 3.1whole or in part, Borrower may prepay any portion of the Warehousing Advances without premium or penalty at then outstanding Principal Amount of any timeLoans; provided, however, that:
(i) the Borrower shall give the Facility Agent not less than five (5) Business Days’ prior written notice (counting the date on which such notice is given) of any such voluntary prepayment, which notice, once given, shall be irrevocable;
(ii) all such partial voluntary prepayments shall be in an aggregate Principal Amount which is an integral multiple, in the case of any such prepayment of Loans, of U.S.$5,000,000; and
(iii) all such voluntary prepayments shall be applied to the then outstanding Tranche A Loans, Tranche B Loans and Tranche C Loans on a pro rata basis based on the ratio of the Total Tranche A Commitment Amount, the Total Tranche B Commitment Amount and the Total Tranche C Commitment Amount, respectively, to the Total Commitment Amount, in each case on the date of such repayment.
(c) The Borrower must pay to Lendershall, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded.
(2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made the outstanding Principal Amount of the Tranche A Loans, the Tranche B Loans or deemed madethe Tranche C Loans shall exceed the Total Tranche A Commitment Amount, the Total Tranche B Commitment Amount or (B) Borrower has failed the Total Tranche C Commitment Amount, respectively, make a mandatory repayment of, as the case may be, Tranche A Loans, Tranche B Loans or Tranche C Loans outstanding on such date in a Principal Amount equal to perform or comply with any covenant, term or condition set forth in Article 9such excess.
(4d) On The Borrower shall, on any date when the date outstanding Principal Amount of the Pledged Loan or Loans shall exceed the Total Commitment Amount, make a Lien prior to the Mortgage securing mandatory repayment of the Pledged Loan is defaulted and remains Loans outstanding on such date in default for a period of 60 days or morePrincipal Amount equal to such excess.
(5e) Upon the sale, other disposition Each repayment or prepayment of the Principal Amount of any Pledged Asset orLoans made pursuant to this Clause shall be without premium or payment of any other additional amount, with respect except as may be required pursuant to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency SecurityClause 4.3 (Funding Losses).
(6f) One (1) Business Day immediately preceding Any repayment or prepayment of the Principal Amount of any Loans shall include accrued interest on the date scheduled for of repayment or prepayment on the foreclosure or trustee sale of the premises securing a Pledged LoanPrincipal Amount being prepaid.
(7g) If The Principal Amount of any Tranche A Loans, Tranche B Loans or Tranche C Loans repaid or prepaid may, subject to the outstanding Warehousing Advances against Pledged Loans terms and conditions of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loanthis Agreement, be re-borrowed.
Appears in 1 contract
Sources: Loan Agreement (Yamana Gold Inc)
Principal Payments. Commencing on January 1, 2003 and continuing ------------------- through the earlier of (a) Borrower must pay Lender disbursement of the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date.
first Earnout Advance or (b) Except as otherwise provided in Section 3.1the Repayment Date, Borrower may prepay any portion shall make a principal amortization payment on the first (1st) day of each month in the amount set forth on the schedule attached hereto as Exhibit D. Upon disbursement of the Warehousing Advances without premium or penalty at any time.
(c) first Earnout Advance, Lender ---------- shall provide Borrower must pay to Lender, without the necessity of prior demand or Notice from Lenderwith a new amortization schedule, and commencing on the first (1st) day of the first (1st) month after such Earnout Advance and continuing through the earlier of (i) the Repayment Date or (ii) disbursement of the second Earnout Advance, Borrower authorizes Lender to cause shall make a principal amortization payment on the Funding Bank to charge Borrower’s Operating Account for, first (1st) day of each month in the amount set forth on such new amortization schedule. Upon disbursement of any outstanding Warehousing the second Earnout Advance, Lender shall provide Borrower with a new amortization schedule, and commencing on the first (1st) day of the first (1st) month after the second (2nd) Earnout Advance against and continuing through the Repayment Date, Borrower shall make a specific Pledged Asset principal amortization payment on the first (1st) day of each month in the amount set forth on such new amortization schedule. Each new amortization schedule shall be prepared by Lender based upon the earliest occurrence of any then outstanding principal balance of the following events:
Loan (1taking into account the Earnout Advance being made) One (1) Business Day elapses from and using the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded.
(2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge remainder of the misrepresentation, incomplete or incorrect information or fraud, twenty-five (25)-year period commencing on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more [THE CLOSING DATE] and an annual interest rate of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
seven (7) If percent. "REPAYMENT DATE" means the outstanding Warehousing Advances against Pledged Loans date upon which the entire principal balance of a specific type of Eligible the Loan exceed and all interest thereon and other sums due pursuant to the aggregate Purchase Commitments for that type of Eligible LoanLoan Documents, including, without limitation, the Exit Fee, have been paid in full.
Appears in 1 contract
Sources: Loan Agreement (Emeritus Corp\wa\)
Principal Payments. (a) Borrower must pay Lender the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.13.1(d), Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time from time to time.
(c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s 's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded.
(2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On The first Business Day on the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) For any Pledged Loan, the Warehouse Period elapses.
(2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian.
(3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan without receipt by Lender of all Collateral Documents relating to the Pledged Loan.
(4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment.
(5) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment.
(e) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the principal prepayment, to be applied against the Warehousing Advance.
(f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Loans Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of a specific Default exists, Lender will promptly return to Borrower any excess payment from an Investor for Pledged Assets.
(g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan exceed multiplied by the aggregate Purchase Commitments for that type Fair Market Value of Eligible the Mortgage Loan.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (American Business Financial Services Inc /De/)
Principal Payments. (a) Borrower must pay Lender Administrative Agent on behalf of Lenders, the outstanding principal amount of each Warehousing Advance, together with all accrued and unpaid interest thereon, on the applicable Warehousing Advance Due Date. Notwithstanding the foregoing, Borrower must pay Administrative Agent on behalf of Lenders the outstanding principal amount of all Warehousing Advances together with all accrued and unpaid interest thereon, and any unpaid costs and expenses, on the Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.1, Borrower may prepay any portion of the Warehousing Advances Advances, together with all accrued and unpaid interest on the portion so prepaid, without premium or penalty at any time.
(c) Borrower must pay to Lender, without the necessity Administrative Agent on behalf of prior demand or Notice from LenderLenders, and Borrower authorizes Lender to cause the Funding Bank Administrative Agent to charge Borrower’s its Operating Account Accounts for, the amount of any outstanding Warehousing Advance Advance, together with all accrued and unpaid interest thereon, against a specific Pledged Asset Loan or Pledged Security upon the earliest occurrence of any of the following events:
(1i) One (1) Business Day elapses from On the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is has not closed and funded.
(2ii) Three (3) Business Days elapse from the date a Warehousing Advance was made against a Pledged Loan, without receipt of the Collateral Documents relating to that Pledged Loan required to be delivered on that date, or if such Collateral Documents, upon examination by the Administrative Agent, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment and Borrower has not delivered Collateral Documents in compliance with the requirements of this Agreement or the related Purchase Commitment within three (3) Business Days of receipt by Borrower of Notice from the Administrative Agent specifying the non-compliant items.
(iii) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender the Administrative Agent to Borrower under a Trust Receipt for correction or completion.
(3iv) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect inaccurate information or fraud, on .
(v) On the date on which Borrower knows, has reason to know, or receives Notice from LenderAdministrative Agent, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed mademade or became inaccurate or incomplete in any material respect after any such date, or (B) Borrower has failed to perform or comply with any covenant, term or condition applicable to it set forth in Article 9.
(4vi) On the date the on which a Pledged Loan or an obligation secured by a Lien prior senior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains has been in default for a period of 60 sixty (60) days or moremore (it being understood that, as provided in Section 9.1(q), no Warehousing Advance will be made against any Mortgage Loan which is in default).
(5vii) On the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan has not been delivered under the Purchase Commitment on or prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated.
(viii) Three (3) Business Days after the date a Pledged Loan is rejected for purchase by an Investor unless another Purchase Commitment is provided within that three (3) Business Day period.
(ix) Upon the sale, other disposition or prepayment of any Pledged Asset Loan or Pledged Security or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6x) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale With respect to any Pledged Loan, any of the premises securing a Pledged LoanCollateral Documents, upon examination by Administrative Agent, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment.
(7xi) If If, after giving effect to a new Warehousing Advance against a Pledged Loan or to the outstanding payment of existing Warehousing Advances against Pledged Loans Loans, any of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loanlimitations set forth in Exhibit D have been exceeded.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Walker & Dunlop, Inc.)
Principal Payments. (a) Borrower must shall pay Lender to Administrative Agent, for the benefit of Lenders, the outstanding principal amount of all each Warehousing Advances on Advance upon the earlier of the expiration of the Warehouse Period therefor, as set forth in Exhibit E, or the Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.1, Borrower may prepay repay all or any portion of the Warehousing Advances Loan without premium or penalty at any time.
(c) Borrower must shall pay to LenderAdministrative Agent, without for the necessity benefit of prior demand or Notice from LenderLenders, and Borrower authorizes Lender to cause the Funding Bank Administrative Agent to charge Borrower’s Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon Loan after the earliest occurrence of any of the following events, such payment to be made within the time period set forth in this Section 3.3(c), and without the necessity of prior demand or Notice from Administrative Agent or any Lender:
(1) One Within thirty (130) days if, for such Pledged Loan, the Warehouse Period (including any extensions thereof) elapses;
(2) Within three (3) Business Day elapses from the date Days of when a Warehousing Advance was made if the is made, such Pledged Loan to be funded by that Warehousing Advance is not closed and funded.;
(23) One (1) Business Day elapses from the date the Warehousing Advance is used to fund such Pledged Loan without receipt by Administrative Agent of the Collateral Documents relating to that Pledged Loan required to be delivered on that date, or any such Collateral Document, upon examination by Administrative Agent, is found not to be in compliance with the requirements of this Agreement, or, if Administrative Agent determines that such non-compliance is curable and Borrower shall fail to replace such non-compliant Collateral Document with a corrected or completed Collateral Document compliant with such requirements within ten (10) Business Days after receiving Notice thereof from Administrative Agent;
(4) Ten (10) Business Days elapse without the return of a any Collateral Document relating to such Pledged Loan delivered by Lender Administrative Agent to Borrower under a Trust Receipt for correction or completion.completion pursuant to Section 4.6 hereof;
(35) On the date on which a Within thirty (30) Business Days after such Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on ;
(6) Within thirty (30) Business Days after the date on which Borrower knows, has reason to know, knows or receives Notice from Administrative Agent or a Lender, that (A) one or more of the representations and warranties set forth in Article 9 11 made with respect to such Pledged Loan or any Collateral Document relating thereto were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition applicable to it set forth in Article 9.11 subject to applicable grace and notice provisions contained herein including in subsection 3 above with respect thereto;
(47) On Within thirty (30) Business Days after the date the such Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan (A) is defaulted in default and remains in default for a period of 60 ninety (90) days or more., or (B) becomes subject to foreclosure or other judicial enforcement or insolvency proceedings;
(58) Within two (2) Upon Business Days after the sale, other disposition or prepayment in full of such Pledged Loan; or
(9) Subject to any applicable cure period provided in subsection 3 above with respect to such Pledged Loan, any of the Collateral Documents, upon examination by Administrative Agent, are found not to be in compliance with the requirements of this Agreement.
(d) In addition to the payments required by Sections 3.3(a) and 3.3(c), if the principal amount of any Pledged Asset orLoan is prepaid in part while a Warehousing Advance is outstanding against the Pledged Loan, with respect Borrower must pay to a Pledged Loan included in an Eligible Mortgage PoolAdministrative Agent, upon for the sale benefit of Lenders within three (3) Business Days after Borrower’s receipt of such amount, without the necessity of prior demand or Notice from Administrative Agent or any Lender, and Borrower authorizes Administrative Agent to charge Borrower’s Operating Account for, the lesser of (x) the amount of such prepayment, or (y) the outstanding principal amount of such Warehousing Advance, the amount of the prepayment to be applied to the repayment of such Warehousing Advance.
(e) The proceeds of the sale, repayment, refinancing or other disposition of Pledged Loans must be paid directly to the Cash Collateral Account. Borrower must give Notice to Administrative Agent in writing (or by telephone followed promptly by written Notice) of the Pledged Loans for which proceeds of the sale, repayment, refinancing or other disposition have been received. Upon receipt of Borrower’s Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Loans identified by Borrower in its Notice, and those Pledged Loans will be considered to have been redeemed from pledge to the extent the related Agency Security.
(6) One (1) Business Day immediately preceding Warehousing Advance has been paid in full, unless there has occurred an Event of Default which has not been waived in writing by the date scheduled Administrative Agent. Administrative Agent and Lenders are entitled to rely upon Borrower’s affirmation that deposits in the Cash Collateral Account represent payments for the foreclosure or trustee sale purchase of the premises securing a Pledged Loan.
(7) Loans specified by Borrower in its Notice. If the payment for the purchase of Pledged Loans is less than the outstanding Warehousing Advances against the Pledged Loans identified by Borrower in its Notice, Borrower shall pay to Administrative Agent, for the benefit of a specific type Lenders, and Borrower authorizes Administrative Agent to charge Borrower’s Operating Account in, an amount equal to that deficiency. As long as no Event of Eligible Loan exceed Default exists which has not been waived in writing by the aggregate Purchase Commitments for that type Administrative Agent, Administrative Agent will transfer to Borrower’s Operating Account any excess payment received in respect of Eligible the sale, other disposition or refinancing of any Pledged Loan.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Walker & Dunlop, Inc.)
Principal Payments. (a) Borrower must pay Lender the The outstanding principal amount of all Warehousing Advances shall be payable in full on the Warehousing Maturity Date.
(b) Except as otherwise provided The Borrowers shall have the right to prepay the outstanding Advances in Section 3.1whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty.
(c) Borrower must The Borrowers shall pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower authorizes the Borrowers authorize the Lender to cause the Funding Bank to charge Borrower’s the Borrowers' Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage, upon the earliest occurrence of any of the following events:
(1) One (1) Business Day elapses from the date a Warehousing an Advance was made if and the Pledged Loan Mortgage which was to be have been funded by that Warehousing such Advance is not closed and funded.
(2) Ten (10) Business Days elapse without from the return of date a Collateral Document was delivered by Lender to Borrower the Borrowers for correction or completion under a Trust Receipt for correction or completionReceipt, if such Collateral Document has not been returned to the Lender.
(3) On the date on which a Pledged Loan Mortgage is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraudinformation, whether or not Borrower the Borrowers had knowledge of the misrepresentation, incomplete such misrepresentation or incorrect information information, or fraudthe Pledged Mortgage is defaulted and remains in default for a period of sixty (60) days or more.
(4) If the outstanding Advances against Pledged Mortgages of a specific Mortgage Loan type exceed the aggregate Purchase Commitments for such Mortgage Loan type.
(5) For a Mortgage Loan covered by a Purchase Commitment at the time pledged hereunder three (3) Business Days after the mandatory delivery date of the related Purchase Commitment and the specific Pledged Mortgage or the Pledged Security backed thereby was not delivered under the Purchase Commitment prior to such mandatory delivery date, on or the Purchase Commitment is terminated; unless in each case, such Pledged Mortgage or Pledged Security is eligible for delivery to an Investor under a comparable Purchase Commitment acceptable to the Lender.
(6) Upon sale or other disposition of the Pledged Mortgage or, if a Pledged Mortgage is included in an Eligible Mortgage Pool, upon sale or other disposition of the related Agency Securities.
(7) On the date on which Borrower knows, has reason to the Borrowers know, or receives Notice receive notice from the Lender, that (A) one or more of the representations and warranties set forth in Article 9 Section 5.15 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4d) On Upon Notice to the Borrowers by the Lender, the Borrowers shall pay to the Lender, and the Borrowers authorize the Lender to cause the Funding Bank to charge the Borrowers' Operating Account for, the amount of any outstanding Advance against a specific Pledged Mortgage upon the earliest occurrence of any of the following events:
(1) For any Pledged Mortgage, the number of days set forth for the applicable type of Eligible Loan on Exhibit M attached hereto and made a part hereof as the "Warehouse Period" elapse from the date of the initial Advance made by the Lender against such Pledged Loan or Mortgage.
(2) For any Pledged Mortgage secured by a Second Mortgage, payment of any Lien prior to the such Pledged Mortgage securing repayment of the Pledged Loan is defaulted delinquent, and remains in default delinquent for a period of 60 sixty (60) days or more.
(3) Forty-five (45) days elapse from the date the Pledged Mortgage was delivered to an Investor or an Approved Custodian for examination and purchase or inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of the Pledged Mortgage as unsatisfactory by an Investor or an Approved Custodian.
(4) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made without receipt by the Lender of all Collateral Documents relating to such Pledged Mortgage, or such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment.
(5) Upon With respect to any Pledged Mortgage, any of the saleitems described in Section 2.2(d), other disposition upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or prepayment the related Purchase Commitment.
(e) The outstanding amount of any Advance made pursuant to Section 2.2(f) shall be payable in full within one (1) Business Day after the date of such Advance.
(f) In addition to the payments required pursuant to Sections 2.5(d) and 2.5(e), if the principal amount of any Pledged Asset orMortgage is prepaid in whole or in part while an Advance is outstanding against such Pledged Mortgage, with respect the Borrowers shall be obligated to a Pledged Loan included in an Eligible Mortgage Poolpay to the Lender, upon without the necessity of prior demand or notice from the Lender, and the Borrowers authorizes the Lender to cause the Funding Bank to charge the Borrowers' Operating Account for the amount of such prepayment, to be applied to such Advance.
(g) The proceeds of the sale or other disposition of Pledged Mortgages and Pledged Securities shall be paid directly by the related Agency Security.
Investor to the Cash Collateral Account. The Borrowers shall give Notice to the Lender (6telephonically, to be followed by written notice) One (1) Business Day immediately preceding of the date scheduled Pledged Mortgages or Pledged Securities for which proceeds have been received. Upon receipt of such Notice the Advances against such Pledged Mortgages or Pledged Securities shall be repaid from such proceeds and such Pledged Mortgages or Pledged Securities shall be considered to have been redeemed from pledge. The Lender is entitled to rely upon the Borrowers' affirmation that deposits in the Cash Collateral Account represent payment from Investors for the foreclosure purchase of Pledged Mortgages or trustee sale Pledged Securities as specified by the Borrowers. In the event that the payment from an Investor for the purchase of the premises securing a Pledged Loan.
(7) If Mortgages or Pledged Securities is less than the outstanding Warehousing Advances against such Pledged Mortgages or the Mortgage Loans backing Pledged Securities, the Lender is authorized to cause the Funding Bank to charge the Borrowers' Operating Account for an amount equal to such deficiency. Provided no Default or Event of a specific type of Eligible Loan exceed Default exists, the aggregate Purchase Commitments Lender shall return any excess payment from an Investor for that type of Eligible LoanPledged Mortgages or Pledged Securities to the Borrowers.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (BNC Mortgage Inc)
Principal Payments. (a) Borrower must pay Lender the The outstanding unpaid principal amount of all Warehousing Advances on the Warehousing Maturity Dateshall be payable in full upon February 1, 2000.
(b) Except as otherwise provided The Company shall have the right to prepay the outstanding Advances in Section 3.1whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty, subject to the Company's obligation to pay the Non-Usage Fee pursuant to Section 2.8 hereof.
(c) Borrower must The Company shall be obligated to pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Company authorizes the Lender to cause charge the Funding Bank to charge Borrower’s Operating Account for, or any other accounts of the Company (excluding any monies held by Company in trust for third parties) in Lender's possession for the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage Loan, upon the earliest occurrence of any of the following events:
(1) One The expiration of ninety (190) days from the date of any Advance for any Mortgage Loan (excluding Aged Mortgage Loans);
(2) The expiration of thirty (30) days from the date the Mortgage Loan was delivered to an Investor for examination and purchase, without the purchase being made, or upon rejection of the Mortgage Loan as unsatisfactory by an Investor;
(3) The expiration of forty-five (45) days from the date Mortgage Loan is delivered to the certificating custodian acceptable to the Lender for the issuance of a Mortgage-backed Security;
(4) The expiration of seven (7) Business Day elapses Days from the date a Warehousing Wet Settlement Advance was made without receipt of all Collateral Documents relating to such Mortgage Loan, or such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment;
(5) The expiration of ten (10) calendar days from the date a Collateral Document in connection with such Mortgage Loan was delivered to the Company for correction or completion, without being returned to the Lender, corrected or completed;
(6) The Mortgage Loan is in default and such default continues for a period of sixty (60) days or more;
(7) The expiration of three (3) Business Days after the date on which the related Purchase Commitment, if any, expires, is terminated or otherwise canceled or no longer in full force and effect and the specific Mortgage Loan was not delivered under the Purchase Commitment prior to such termination, expiration or cancellation;
(8) Upon sale of the Mortgage Loan. Upon receipt of such payment by the Lender, such Mortgage Loans or Mortgage-backed Securities shall be considered to have been redeemed from pledge, and the Collateral Documents relating thereto which have not been delivered to the Investor or the pool custodian or pool trustee shall be released by the Lender to the Company.
(d) With respect to Aged Mortgage Loans, the Company shall be obligated to pay to the Lender (and the Company authorizes the Lender to charge the Funding Account or any other accounts of the Company [excluding monies held by the Company in trust for third parties] in Lender's possession for the payment thereof) the principal payments in the amounts and on the dates specified below:
(1) On the date a Pledged Mortgage becomes an Aged Mortgage Loan, a principal payment in an amount necessary to reduce the outstanding unpaid Advances made against such Aged Mortgage Loan to be funded by that Warehousing Advance is not closed and funded.an amount equal to 80% of the Collateral Value of such Aged Mortgage Loan;
(2) Ten (10) Business Days elapse without On the return date an Aged Mortgage Loan has been included in the Collateral for 120 days, a principal payment in an amount necessary to reduce the outstanding unpaid Advances made against such Aged Mortgage Loan to an amount equal to 70% of a the Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.Value of such Aged Mortgage Loan;
(3) On the date on which an Aged Mortgage Loan has been included in the Collateral for 150 days, a Pledged principal payment in an amount necessary to reduce the outstanding unpaid Advances made against such Aged Mortgage Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise an amount equal to be subject to fraud, whether or not Borrower had knowledge 60% of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more Collateral Value of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.such Aged Mortgage Loan;
(4) On the date an Aged Mortgage Loan has been included in the Pledged Loan or a Lien prior Collateral for 180 days, an amount equal to the Mortgage securing repayment balance of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible aggregate outstanding unpaid Advances against such Aged Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (BNC Mortgage Inc)
Principal Payments. (a) Borrower must pay Lender the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.1, Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time.
(c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded.
(2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On Except in the case of a Nonperforming Mortgage Loan, on the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan (provided, that a Warehousing Advance may be against the resulting REO Property to the extent provided, and under the outstanding terms and conditions set forth in this Agreement).
(d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) For any Pledged Loan, other than an Aged Mortgage Loan, the Standard Warehouse Period elapses and, for any Aged Mortgage Loan, the Aged Warehouse Period elapses.
(2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian.
(3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan other than a Repurchased Mortgage Loan without receipt by Lender of all Collateral Documents relating to the Pledged Loan.
(4) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment.
(5) Twenty (20) Business Days elapse from the date a Wet Settlement Advance was made against a Repurchased Mortgage Loan without receipt by Lender of all Collateral Documents relating to the Pledged Loan.
(6) For a Warehousing Advance against REO Property, on the date that is the earlier of (A) 365 days from the date of the Warehousing Advance against the related Pledged Loan, (B) the sale, transfer or other disposition of the REO Property, or (C) the date that the Receivable related to the REO Property against which the Warehousing Advance was made is collected by Borrower.
(7) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement which non-compliance continues for a period of 10 days after Notice.
(e) In addition to the payments required by Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in an amount of $10,000 or more while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance.
(f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower’s Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower’s affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Loans Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account in, an amount equal to that deficiency. As long as no Default or Event of a specific Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets.
(g) Lender reserves the right to revalue any Pledged Loan or REO Property. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan or REO Property to an amount equal to the Advance Rate for the applicable type of Eligible Loan exceed or REO Property multiplied by the aggregate Purchase Commitments for that type Fair Market Value of Eligible Loanthe Mortgage Loan or REO Property.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (WMC Finance Co)
Principal Payments. (a) The Borrower must pay the Lender the outstanding principal amount of each Warehousing Advance, together with all accrued and unpaid interest thereon, on the applicable Warehousing Advance Due Date. Notwithstanding the foregoing, the Borrower must pay the Lender the outstanding principal amount of all Warehousing Advances together with all accrued and unpaid interest thereon, and any unpaid costs and expenses, on the Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.1, the Borrower may prepay any portion of the Warehousing Advances Advances, together with all accrued and unpaid interest on the portion so prepaid, without premium or penalty at any time.
(c) The Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and the Borrower authorizes the Lender to cause the Funding Bank to charge Borrower’s its Operating Account Accounts for, the amount of any outstanding Warehousing Advance Advance, together with all accrued and unpaid interest thereon, against a specific Pledged Asset Loan or Pledged Security upon the earliest occurrence of any of the following events:
(1i) One (1) Business Day elapses from On the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is has not closed and funded.
(2ii) Three (3) Business Days elapse from the date a Warehousing Advance was made against a Pledged Loan, without receipt of the Collateral Documents relating to that Pledged Loan required to be delivered on that date, or if such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment and Borrower has not delivered Collateral Documents in compliance with the requirements of this Agreement or the related Purchase Commitment within three (3) Business Days of receipt by the Borrower of Notice from the Lender specifying the non-compliant items.
(iii) Ten (10) Business Days elapse without the return of a Collateral Document delivered by the Lender to the Borrower under a Trust Receipt for correction or completion.
(3iv) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not the Borrower had knowledge of the misrepresentation, incomplete or incorrect inaccurate information or fraud, on .
(v) On the date on which the Borrower knows, has reason to know, or receives Notice from the Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed mademade or became inaccurate or incomplete in any material respect after any such date, or (B) the Borrower has failed to perform or comply with any covenant, term or condition applicable to it set forth in Article 9.
(4vi) On the date the on which a Pledged Loan or an obligation secured by a Lien prior senior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains has been in default for a period of 60 days or moremore (it being understood that, as provided in Section 9.1(q), no Warehousing Advance will be made against any Mortgage Loan which is in default).
(5vii) On the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan has not been delivered under the Purchase Commitment on or prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated.
(viii) Three (3) Business Days after the date a Pledged Loan is rejected for purchase by an Investor unless another Purchase Commitment is provided within that three (3) Business Day period.
(ix) Upon the sale, other disposition or prepayment of any Pledged Asset Loan or Pledged Security or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6x) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale With respect to any Pledged Loan, any of the premises securing a Pledged LoanCollateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment.
(7xi) If If, after giving effect to a new Warehousing Advance against a Pledged Loan or to the outstanding payment of existing Warehousing Advances against Pledged Loans Loans, any of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loanlimitations set forth in Exhibit D have been exceeded.
Appears in 1 contract
Sources: Credit and Security Agreement (Walker & Dunlop, Inc.)
Principal Payments. (a) Unless earlier payment is required under this Agreement pursuant to Section 6.1, the Borrower must shall pay Lender to the Bank the outstanding principal amount of all Warehousing Advances the Term Loan in the amount of $25,000,000 on the Warehousing Maturity Date, when the entire outstanding principal amount of, and accrued interest on, the Term Loan shall be due and payable.
(b) Except as otherwise provided in Section 3.1, The Borrower may prepay any portion all (but not less than all) of the Warehousing Advances without premium or penalty at outstanding principal amount of the Term Loan, on any time.
(c) Interest Payment Date provided, that the Borrower must pay shall have paid to Lenderthe Bank, without together with such prepayment of principal, all accrued interest on the necessity principal amount prepaid to the date of prior demand or Notice from Lenderprepayment and the amount, if any, of the prepayment indemnity determined pursuant to Section 2.9 to be payable to the Bank. The Borrower shall give the Bank not more than ten, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account fornot less than five, the amount London Banking Days' notice of any outstanding Warehousing Advance against a specific Pledged Asset upon proposed prepayment specifying the earliest occurrence prepayment date and the person or persons authorized to notify the Bank of any acceptance of the following events:
(1) One (1) Business Day elapses from terms of prepayment referred to in the date next succeeding sentence. The Bank shall provide oral notice to a Warehousing Advance was made if person so specified by the Pledged Loan to be funded by that Warehousing Advance is not closed and funded.
(2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien second London Banking Day prior to the Mortgage securing repayment proposed prepayment date of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the saleamount, other disposition or prepayment of any Pledged Asset orif any, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding prepayment indemnity which shall be paid in connection with such proposed prepayment by the date scheduled for Borrower or the foreclosure or trustee sale Bank, as the case may be, pursuant to Section 2.9. At the time of such oral notice, such person shall state whether the Borrower elects to make such proposed prepayment on such terms. If the Borrower so elects to make such prepayment, the notice of prepayment given by the Borrower shall be irrevocable and the entire outstanding principal amount of the premises securing a Pledged Term Loan, together with such accrued interest and any such additional sum payable pursuant to Section 2.9, shall become due and payable on the specified prepayment date. The Bank may, but shall not be obligated to, provide written confirmation of such election to the Borrower, but any failure of the Bank to provide such confirmation shall not affect the obligation of the Borrower to make such prepayment on the agreed terms.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 1 contract
Sources: Credit Agreement (Interpublic Group of Companies Inc)
Principal Payments. Funds received by Agent in the Cash Collateral Account will be applied by Agent toward repayment of the Obligations or may be held as cash collateral by Agent (for the pro rata benefit of the Lenders). Provided that no Event of Default has occurred, such funds will be applied by Agent to repay the principal balance of all Agent Loans and all other Loans, with such payments to be applied first to repay Agent Loans, second to repay all other Loans which are Base Rate Loans, and third to repay all Loans which are LIBOR Rate Loans. To the extent that any sums are applied to repay LIBOR Rate Loans, they shall be applied to LIBOR Rate Loans in the chronological order in which the Rate Periods for such LIBOR Rate Loans expire. Upon the occurrence of an Event of Default, Agent may discontinue such arrangement and may apply such funds to costs, indemnities, fees, interest and principal, constituting Obligations in such order as Agent, in its discretion elects. Provided that no Event of Default has occurred, if all Advances and all other Obligations then due and payable (not including contingent obligations under undrawn Letters of Credit or outstanding Permitted FX Contracts) have been paid in full, and thereafter funds are received by Agent in the Cash Collateral Account, Agent will permit the transfer of such funds to Borrower's operating account maintained with Agent. Notwithstanding the foregoing, Borrower agrees to pay the outstanding principal balance of the Revolving Credit Facility, together with any accrued and unpaid interest thereon, and any other sums due pursuant to the terms hereof on the earlier to occur of (a) Borrower must pay Lender the outstanding principal amount expiration of all Warehousing Advances on the Warehousing Maturity Date.
Contract Period, or (b) Except as otherwise provided in Section 3.1ON DEMAND after the occurrence of an Event of Default. Subject to the terms of SECTION, if any Out-Of-Formula Advance (other than an Out-of-Formula Advance permitted under the Expansion Store Sublimit) arises or exists under the Revolving Credit Facility for any reason whatsoever, including without limitation inventory or accounts becoming ineligible or any new or increased Reserves, Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time.
(c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account for, the amount of any outstanding Warehousing will repay such Out-Of-Formula Advance against a specific Pledged Asset immediately upon the earliest occurrence earlier to occur of any of the following events:
(1i) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded notice or demand by that Warehousing Advance is not closed and funded.
(2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed madeAgent, or (Bii) Borrower has failed to perform or comply knowledge of such Out-of-Formula Advance. All Out-of-Formula Advances permitted under SECTION shall be repaid in accordance with any covenant, term or condition set forth in Article 9the terms of SECTION.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 1 contract
Principal Payments. (a) Borrower must shall pay Lender to Administrative Agent, for the benefit of Lenders, the outstanding principal amount of all each Warehousing Advances Advance on the applicable Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.1, Borrower may prepay repay all or any portion of the Warehousing Advances Loan without premium or penalty at any timetime (except as otherwise provided in Section 3.9(d)), provided that with each such prepayment Borrower pays all accrued and unpaid interest on the amount of such prepayment.
(c) Borrower must shall pay to LenderAdministrative Agent, without for the necessity benefit of prior demand or Notice from LenderLenders, and Borrower authorizes Lender to cause the Funding Bank Administrative Agent to charge Borrower’s Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon Loan after the earliest occurrence of any of the following events, such payment to be made within the time period set forth in this Section 3.3(c), and without the necessity of prior demand or notice from Administrative Agent or any Lender except as otherwise expressly provided below:
(1) One On the day the Warehouse Period elapses for such Pledged Loan;
(12) On the Business Day elapses from after the date a day the Warehousing Advance was made is made, if the such Pledged Loan to be funded by that Warehousing Advance is not closed and funded.;
(3) Two (2) Business Days elapse from the date the Warehousing Advance was made based on such Pledged Loan without receipt by Administrative Agent of the Collateral Documents relating to that Pledged Loan required to be delivered on that date; provided that Administrative Agent provides written Notice of such non-compliance to Borrower and Borrower shall have an additional three (3) Business Days from receipt of such Notice to cure such non-compliance;
(4) Within two (2) Business Day of written notice from the Administrative Agent that any such Collateral Document, upon examination by Administrative Agent, is found not to be in compliance with the requirements of this Agreement; provided that Administrative Agent provides written Notice of such non-compliance to Borrower and Borrower shall have an additional three (3) Business Days from receipt of such Notice to cure such non-compliance;
(5) Ten (10) Business Days ( or such later time as may be agreed to by the Administrative Agent in its unrestricted discretion) elapse without the return of a Collateral Document relating to such Pledged Loan which has been delivered by Lender Administrative Agent to Borrower or the Servicer under a Trust Receipt for correction or completion.completion pursuant to Section 4.6;
(36) On the date Business Day following the day on which a Borrower receives Notice, or Borrower has Borrower’s Knowledge, that such Pledged Loan is determined to have been was originated based on or subject to fraud or based on materially untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of information;
(7) On the misrepresentation, incomplete or incorrect information or fraud, on Business Day following the date on which Borrower knows(i) has knowledge, has reason to know(ii) would reasonably have obtained knowledge had Borrower followed its Underwriting Guidelines, or (iii) receives Notice from LenderNotice, that (A) one or more of the representations and warranties set forth in Article 9 8 made with respect to such Pledged Loan or any Collateral Document relating thereto were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition applicable to such Pledged Loan set forth in Article 9.8; provided that Administrative Agent provides written Notice of such non-compliance to Borrower and Borrower shall have an additional five (5) Business Days from receipt of such Notice to cure such non-compliance;
(4) 8) On the earlier of the date the such Pledged Loan (A) has been in monetary default (without regard to any notice, grace, or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default cure period) for a period of 60 one hundred twenty (120) days or more., or (B) becomes subject to foreclosure or other judicial enforcement or insolvency proceedings or a deed in lieu of foreclosure or similar transaction, provided, however, in the case of the preceding clause (A) Administrative Agent shall permit Borrower to make a partial prepayment before the expiration of such one hundred twenty (120) day period, if (i) Administrative Agent has received an updated as-is appraisal in form and substance reasonably satisfactory to Administrative Agent, (ii) Administrative Agent has received updated Credit Underwriting Documents in form and substance reasonably satisfactory to Administrative Agent, and (iii) after giving effect to such partial prepayment the Warehousing Advance relating to such Pledged Loan is in compliance with the applicable Advance Rate and Warehousing Advance Debt Service Coverage Ratio requirements set forth in Exhibit E, based on such updated as-is appraisal;
(59) Upon the sale, other disposition or prepayment in full of such Pledged Loan; or
(10) On the date that Borrower is required to report compliance with the terms of Section 8.1(w), such portion of Warehousing Advances required to reduce the amount of such outstanding Warehousing Advances to cause the terms of Section 8.1(w) to be satisfied.
(d) If the principal amount of any Pledged Asset Loan is prepaid in part, or any Amortization Payments are made under a Pledged Loan, in either case while a Warehousing Advance is outstanding against such Pledged Loan, Borrower must pay to Administrative Agent, for the benefit of Lenders, within three (3) Business Days after Borrower’s receipt of such payment, without the necessity of prior demand or notice from Administrative Agent or any Lender, and Borrower authorizes Administrative Agent to charge the Cash Collateral Account or, if such payment was not paid to the Cash Collateral Account pursuant to Section 3.3(e), the Operating Account, for, an amount equal to (i) if no Default or Event of Default then exists, the lesser of (x) the amount of such prepayment or Amortization Payment multiplied by the applicable Advance Rate, or (y) the outstanding principal amount of such Warehousing Advance, in either case to be applied to the repayment of such Warehousing Advance, or (ii) if a Default or Event of Default then exists, the entire amount of such payment, to be applied to the repayment of such Warehousing Advance until paid in full, with respect any excess to be (A) if an Event of Default then exists, applied to the Obligations in accordance with applicable provisions of this Agreement, or (B) if a Default then exists, held by the Administrative Agent as Collateral, to be either (1) disbursed to the Borrower if such Default does not become an Event of Default, or (2) applied to the Obligations if such Default becomes an Event of Default.
(e) The proceeds of the sale, other disposition, or payment in full of Pledged Loan included Loans must be deposited by Borrower, or the Servicer on behalf of Borrower, directly to the Cash Collateral Account within two (2) Business Days following receipt thereof. Borrower must give Notice to Administrative Agent in an Eligible Mortgage Poolwriting (or by telephone followed promptly by written Notice) of the Pledged Loans for which proceeds of the sale, upon other disposition, or payment in full have been received. If the sale payment for the purchase or other disposition of a Pledged Loans is less than the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled outstanding Warehousing Advance against such Pledged Loan identified by Borrower in its Notice, Borrower shall pay to Administrative Agent, for the foreclosure benefit of Lenders, and Borrower authorizes Administrative Agent to charge Borrower’s Operating Account in, an amount equal to such deficiency. If the payment for the purchase, other disposition or trustee sale payment in full of the premises securing a Pledged Loan.
(7) If Loan is greater than the outstanding Warehousing Advances against such Pledged Loans Loan identified by Borrower in its Notice, then
(i) if (A) no Default or Event of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.Default exists, or
Appears in 1 contract
Sources: Bridge Loan Warehousing Credit and Security Agreement (Ares Commercial Real Estate Corp)
Principal Payments. (a) Borrower must pay Lender the The outstanding principal amount of all Warehousing Advances shall be payable in full on the Warehousing Maturity Date.
(b) Except as otherwise provided The Company shall have the right to prepay the outstanding Advances in Section 3.1whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty.
(c) Borrower must The Company shall be obligated to pay to Lenderthe Credit Agent for the pro rata benefit of the Lenders, without the necessity of prior demand or Notice notice from Lenderthe Credit Agent, and Borrower the Company authorizes Lender the Credit Agent to cause the Funding Bank to charge Borrower’s the Company's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage, upon the earliest occurrence of any of the following events:
(1) One (1) Business Day elapses from the date a Warehousing an Advance was made if and the Pledged Loan Mortgage which was to be have been funded by that Warehousing such Advance is not closed and funded.
(2) Ten (10) Business Days elapse without from the return of date a Collateral Document was delivered by Lender to Borrower the Company for correction or completion under a Trust Receipt for correction or completionReceipt, without being returned to the Credit Agent.
(3) On the date on which a Pledged Loan Mortgage is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraudinformation, whether or not Borrower the Company had knowledge of the misrepresentation, incomplete such misrepresentation or incorrect information or fraud, on the date on which Borrower knows, has reason to knowinformation, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(4) For a Mortgage Loan covered by a Purchase Commitment at the time pledged hereunder, 3 Business Days after the mandatory delivery date of the related Purchase Commitment and the specific Pledged Mortgage or the Pledged Security backed thereby was not delivered under the Purchase Commitment prior to such mandatory delivery date, or the Purchase Commitment is terminated; unless in each case, such Pledged Mortgage or Pledged Security is eligible for delivery to an Investor under a comparable Purchase Commitment acceptable to the Lender.
(5) Upon the sale, sale or other disposition or prepayment of any the Pledged Asset Mortgage or, with respect to if a Pledged Loan Mortgage is included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency SecuritySecurities.
(6) One (1) Business Day immediately preceding On the date scheduled for on which the foreclosure Company knows, or trustee sale has reason to know, or receives notice from the Lender, that one or more of the premises securing a Pledged Loanrepresentations and warranties set forth in Section 5.15 were inaccurate or incomplete in any material respect on any date when made or deemed made.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Mortgage Com Inc)
Principal Payments. (a) The Borrower must pay the Lender the outstanding principal amount of unpaid Principal Amount together with all Warehousing Advances accrued and unpaid interest thereon, and any unpaid costs and expenses, on the Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.12.1, the Borrower may prepay any portion of the Warehousing Advances Loan in whole but not in part, together with all accrued and unpaid interest, without premium or penalty at any time.
(c) Borrower must pay to Lender, without the necessity The proceeds of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded.
(2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Pledged Loan or Pledged Security must be paid directly by the Investor to the Borrower’s Cash Collateral Account. The Borrower must give Notice to the Lender in writing of the Pledged Loan or Pledged Security for which proceeds have been received (including Notice to the Lender in writing of any prepayment). Upon receipt of such Notice, the Lender will apply any proceeds deposited into the applicable Cash Collateral Account with respect to such Pledged Loan or Pledged Security to the payment of the Obligations, and such Pledged Loan or Pledged Security will be considered to have been redeemed from pledge to the extent the Obligations have been paid in full. The Lender is entitled to rely upon the Borrower’s affirmation that deposits in the applicable Cash Collateral Account represent payments from Investors for the purchase of the Pledged Loan or Pledged Security specified by the Borrower in its Notice. If the payment from an Investor for the purchase of a Pledged Loan or Pledged Security is less than the outstanding Loan, the Borrower must pay to the Lender, and the Borrower authorizes the Lender to charge the Borrower’s Operating Accounts for, an amount equal to that deficiency. As long as no Default or Event of Default exists, the Lender will return to the Borrower any excess payment from an Investor for such Pledged Loan or Pledged Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 1 contract
Sources: Warehouse Loan and Security Agreement (Walker & Dunlop, Inc.)
Principal Payments. (a) Borrower must pay Lender the The outstanding unpaid principal amount of all Warehousing Advances on the Warehousing Maturity Dateshall be payable in full upon [*].
(b) Except as otherwise provided The Company shall have the right to prepay the outstanding Advances in Section 3.1whole or in part from time to time, Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any timepenalty, subject to the Company's obligation to pay the Non-Usage Fee pursuant to Section 2.8 hereof.
(c) Borrower must The Company shall be obligated to pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Company authorizes the Lender to cause charge the Funding Bank to charge Borrower’s Operating Account for, or any other accounts of the Company (excluding any monies held by Company in trust for third parties) in Lender's possession for the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage Loan, upon the earliest occurrence of any of the following events:
(1) One The expiration of [*] from the date of any Advance for any Mortgage Loan (1excluding Aged Mortgage Loans);
(2) The expiration of [*] from the date the Mortgage Loan was delivered to an Investor for examination and purchase, without the purchase being made, or upon rejection of the Mortgage Loan as unsatisfactory by an Investor;
(3) The expiration of [*] from the date Mortgage Loan is delivered to the certificating custodian acceptable to the Lender for the issuance of a Mortgage-backed Security;
(4) The expiration of [*] Business Day elapses Days from the date a Warehousing Wet Settlement Advance was made without receipt of all Collateral Documents relating to such Mortgage Loan, or such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment;
(5) The expiration of [*] calendar days from the date a Collateral Document in connection with such Mortgage Loan was delivered to the Company for correction or completion, without being returned to the Lender, corrected or completed;
(6) The Mortgage Loan is not or ceases to be an Eligible Mortgage Loan;
(7) The expiration of [*] Business Days after the date on which the related Purchase Commitment, if any, expires, is terminated or otherwise [*] Confidential Treatment Requested 16 canceled or no longer in full force and effect and the specific Mortgage Loan was not delivered under the Purchase Commitment prior to such termination, expiration or cancellation;
(8) Upon sale of the Mortgage Loan. Upon receipt of such payment by the Lender, such Mortgage Loans or Mortgage-backed Securities shall be considered to have been redeemed from pledge, and the Collateral Documents relating thereto which have not been delivered to the Investor or the pool custodian or pool trustee shall be released by the Lender to the Company.
(d) With respect to Aged Mortgage Loans, the Company shall be obligated to pay to the Lender (and the Company authorizes the Lender to charge the Funding Account or any other accounts of the Company [excluding monies held by the Company in trust for third parties] in Lender's possession for the payment thereof) the principal payments in the amounts and on the dates specified below:
(1) On the date a Pledged Mortgage becomes an Aged Mortgage Loan, a principal payment in an amount necessary to reduce the outstanding unpaid Advances made against such Aged Mortgage Loan to be funded by that Warehousing Advance is not closed and funded.an amount equal to [*] of the Collateral Value of such Aged Mortgage Loan;
(2) Ten On the date an Aged Mortgage Loan has been included in the Collateral for [*] (10) Business Days elapse without computed from the return date such Aged Mortgage Loan was originally pledged to the Lender), a principal payment in an amount necessary to reduce the outstanding unpaid Advances made against such Aged Mortgage Loan to an amount equal to [*] of a the Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.Value of such Aged Mortgage Loan;
(3) On the date on which an Aged Mortgage Loan has been included in the Collateral for [*] (computed from the date such Aged Mortgage Loan was originally pledged to the Lender), a Pledged principal payment in an amount necessary to reduce the outstanding unpaid Advances made against such Aged Mortgage Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise an amount equal to be subject to fraud, whether or not Borrower had knowledge [*] of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more Collateral Value of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.such Aged Mortgage Loan;
(4) On the date an Aged Mortgage Loan has been included in the Pledged Collateral for [*] (computed from the date such Aged Mortgage Loan or a Lien prior was originally pledged to the Lender), an amount equal to the [*] against such Aged Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Iown Holdings Inc)
Principal Payments. (a) Borrower must Unless earlier payment is required under this Agreement, the Borrowers shall pay Lender to the Banks on the Termination Date the entire outstanding principal amount of the Revolving Credit Loans.
(b) Unless earlier payment is required under this Agreement, the Borrowers shall, on the maturity date of any Bid-Option Loan, pay to the Bank of such Bid-Option Loan the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.1, Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any timesuch Loan.
(c) The Borrowers may at any time and from time to time prepay all or a portion of the Loans without premium or penalty in the case of Revolving Credit Loans, provided that (i) a Borrower must may not prepay any portion of any Loan as to which an election for continuation of or conversion to a Fixed Rate Revolving Credit Loan is pending pursuant to Section 2.9, and (ii) unless earlier payment is required under this Agreement or unless Borrower pays all amounts required pursuant to Section 3.8, any Fixed Rate Revolving Credit Loan or Bid-Option Loan may only be prepaid on the last day of the then current Interest Period with respect to such Loan and (iii) such prepayment shall only be permitted if the Treasury Manager shall have given notice thereof on the Business Day of such prepayment with respect to prepayment of Floating Rate Loans and Negotiated Rate Loans and not less than three (3) Interbank Business Days notice thereof with respect to prepayment of Interbank Offered Rate Loans, such notice specifying the Loan or portion thereof to be so prepaid and shall have paid to the Banks, together with such prepayment of principal, all accrued interest to the date of payment on such Loan or portion thereof so prepaid and all amounts owing to the Banks under Section 3.8 in connection with such prepayment. Upon the giving of such notice, the aggregate principal amount of such Loan or portion thereof so specified in such notice, together with such accrued interest and other amounts, shall become due and payable on the specified date.
(d) If, pursuant to Section 2.9, a Borrowing, or portion thereof, is continued or converted, such Borrowing or portion thereof shall be repaid on the last day of the related Interest Period in the Permitted Currency in which such Borrowing is then denominated and (i) in the case of any conversion, the Agent shall readvance to the Borrower making such request the Equivalent of the Original Dollar Amount of the Borrowing or portion thereof as has been so repaid by the Borrower in the Permitted Currency requested pursuant to Section 2.7, and (ii) in the case of any continuation when the aggregate outstanding amount of Revolving Credit Advances exceeds 90% of the aggregate Commitments, the Agent shall readvance to the Borrower the same amount of such Permitted Currency as has been so repaid. The Agent shall provide notice to the Company of the activation of clause (ii) above. For purposes of effecting the repayment required by this Section 3.1(d), the Agent shall apply the proceeds of such readvance toward the repayment of such Borrowing or portion thereof on the last day of the related Interest Period. In the case of any conversion, the Agent shall be deemed to have applied the proceeds of such Advance toward the purchase of the Permitted Currency to be repaid and to have applied the proceeds of such purchase toward such repayment. If after any such application there shall remain owing an amount of the Permitted Currency due to the Agent, for the benefit of the Banks, or if an excess of such Permitted Currency shall result, such Borrower shall pay to Lenderthe Banks, without or the necessity of prior demand or Notice from Lender, and Banks shall pay to such Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon such deficiency or such excess. In the earliest occurrence case of any continuation described in clause (ii) above, on the last day of such Interest Period, the Original Dollar Amount of such Borrowing or portion thereof shall be adjusted to the amount in Dollars resulting from the conversion of the following events:
(1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan amount of such Permitted Currency so readvanced to be funded by that Warehousing Advance is not closed and funded.
Dollars determined two (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender prior to Borrower under a Trust Receipt for correction or completion.
(3) such day. On the 29 35 date of each such conversion or continuation, if the Dollar Equivalent on which such date of all Advances, including the Advances being continued or converted, exceeds the aggregate Commitments of the Banks, the Borrower shall take the following actions in the following order until such excess of the Dollar Equivalent of all Advances over the aggregate Commitments of the Banks is eliminated: (a) on such date, first, reduce or withdraw any pending request for a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise new Advance in Dollars to be subject made on such date, second, repay in Dollars any Floating Rate Loan denominated in Dollars then outstanding, and third, reduce the amount of, or repay, in the Permitted Currency in which such Borrowing is denominated, any Advance which the Borrower has requested to fraudbe converted or continued on such date, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, and (b) on the date on which Borrower knowslast day of each Interbank Interest Period ending thereafter, has reason to knowreduce the amount of, or receives Notice from Lenderrepay in the Permitted Currency in which such Borrowing is denominated, that (A) one or more of any Advance which the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed requested to perform be converted or comply with any covenant, term or condition set forth in Article 9continued on such last day.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 1 contract
Sources: Loan Agreement (Invacare Corp)
Principal Payments. (a) Borrower must pay Lender the The outstanding principal amount of all Warehousing Advances shall be payable in full on the Warehousing Maturity Date.
(b) Except as otherwise provided The Company shall have the right to prepay the outstanding Advances in Section 3.1whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty.
(c) Borrower must All payments of outstanding Advances from the proceeds of the sale or other disposition of Pledged Mortgages and Pledged Securities shall be paid directly by the Investor to the Cash Collateral Account to be applied against the Obligations.
(d) The Company shall be obligated to pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Company authorizes the Lender to cause the Funding Bank to charge Borrower’s Operating Account the Company's account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage, upon the earliest occurrence of any of the following events:
(1) For a Mortgage Loan, other than a Construction/Perm Mortgage Loan, one hundred twenty (120) days elapse from the date of the initial Advance made by the Lender against such Pledged Mortgage, whether or not such Pledged Mortgage is included in an Eligible Mortgage Pool.
(2) Forty-five (45) days elapse from the date the Pledged Mortgage was delivered to an Investor for examination and purchase, without the purchase being made, or upon rejection of the Pledged Mortgage as unsatisfactory by an Investor.
(3) One (1) Business Day elapses from the date a Warehousing Wet Settlement Advance was made if and the Pledged Loan Mortgage which was to be have been funded by that Warehousing such Wet Settlement Advance is not closed and funded.
(24) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made without receipt by the Lender of all Collateral Documents relating to such Pledged Mortgage, or such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment.
(5) Ten (10) Business Days elapse without from the return of date a Collateral Document was delivered by Lender to Borrower the Company for correction or completion under a Trust Receipt for correction or completionReceipt, without being returned to the Lender.
(36) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the The Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 sixty (60) days or more.
(57) One hundred twenty (120) days elapse from the date an Advance was made against a Pledged Mortgage without receipt of the items required in Sections 2.2(d) hereof, or such items, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment.
(8) If the outstanding Advances against Pledged Mortgages of a specific Mortgage Loan type exceed the aggregate Purchase Commitments for such Mortgage Loan type.
(9) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment and the specific Pledged Mortgage was not delivered under the Purchase Commitment prior to such mandatory delivery date, or the Purchase Commitment is terminated; unless in each case, such Pledged Mortgage is eligible for delivery to an Investor under a comparable Purchase Commitment acceptable to the Lender. 137
(10) Upon the sale, sale or other disposition or prepayment of any the Pledged Asset orMortgage.
(11) For a Construction/Perm Mortgage Loan two hundred seventy (270) days elapse from the date of the initial Construction Advance made by the Lender against such Pledged Mortgage, with respect without such Construction/Perm Mortgage Loan being converted to a Permanent Mortgage Loan. Notwithstanding the above, the Company may request and the Lender may approve a ninety (90) day extension of the construction period for any Construction/Perm Mortgage Loan. Within fifteen (15) days after the final Construction Advance, a Construction/Perm Mortgage Loan shall be converted to a Permanent Mortgage Loan and the date of such final Construction Advance shall be deemed to be the initial Advance date of the Permanent Mortgage Loan and the provisions of Section 2.5(d)(1) shall apply to such Permanent Mortgage Loan.
(12) For a Construction/Perm Mortgage Loan, a lien is filed against the premises and not removed within fifteen (15) days of the filing, or an inspection report indicates that the improvements to the premises encumbered by the Pledged Loan Mortgage are not being constructed in accordance with the approved plans and specifications.
(13) If the Pledged Mortgage is included in a Mortgage Pool, then, if the Mortgage Pool is an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Mortgage-backed Security, or if the Mortgage Pool is not an Eligible Mortgage Pool, within two (2) Business Days after delivery of the Pledged Mortgages to the pool custodian.
(6e) One The outstanding amount of any Advance made pursuant to Section 2.2(f) shall be payable in full within one (1) Business Day immediately preceding after the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loansuch Advance.
(7f) If In addition to the payments required pursuant to Section 2.5(d), the Company shall be obligated to pay to the Lender, without the necessity of prior demand or notice from the Lender, and the Company authorizes the Lender to cause the Funding Bank to charge the Company's account if the principal amount of any Pledged Mortgage is prepaid in whole or in part while an Advance is outstanding against such Pledged Mortgage, for the amount of such prepayment, to be applied to such Advance. 138
(g) The Company shall give Notice to the Lender (telephonically, to be followed by written notice) of the Pledged Mortgages or Pledged Securities for which proceeds have been received. Upon receipt of such Notice the Advances against such Pledged Mortgages or Pledged Securities shall be repaid and such Pledged Mortgages or Pledged Securities shall be considered to have been redeemed from pledge. The Lender is entitled to rely upon the Company's affirmation that deposits in the Cash Collateral Account represent payment from Investors or the Company for the purchase or prepayment pursuant to Section 2.5(d) of Pledged Mortgages or Pledged Securities as specified by the Company. In the event that the payment from an Investor for the purchase of Pledged Mortgages or Pledged Securities is less than the outstanding Warehousing Advances against such Pledged Mortgages or the Mortgage Loans backing Pledged Securities, the Lender is authorized to cause the Funding Bank to charge the Company's account for an amount equal to such deficiency. Provided no Default or Event of Default exists, the Lender shall return any excess payment from an Investor for Pledged Mortgages or Pledged Securities to the Company.
(h) The Company may, from time to time, prepay a portion of the Advances pursuant to this Section 2.5(h) (any such prepayment is hereafter referred to as a "Buydown"). A Buydown shall not , except as set forth below, be deemed a prepayment of any particular Advances, and shall not entitle the Company to the release of any Collateral. All or any portion of a specific type Buydown may be reborrowed hereunder, provided no Default or Event of Eligible Loan exceed Default has occurred and is continuing, upon written notice to the aggregate Purchase Commitments for Lender no later than 9:30 a.m. on the Business Day that type the Company desires to reborrow such amount. In the event the Lender receives a payment of Eligible LoanAdvances that would, as a result of the Buydown, reduce the outstanding principal balance of the Advances to an amount less than zero, the Buydowns, or a portion thereof equal to such excess, shall be re-advanced to the Company. The Lender shall use its best efforts to apply Buydown to reduce the interest on Advances in the following order: first, Construction Advances, second, Nonconforming Advances and third, Ordinary Warehousing Advances.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (U S Home Corp /De/)
Principal Payments. (a) Borrower must pay Lender Unless earlier payment is required under this Agreement, the Revolving Loans shall be due and payable to the Revolving Lenders on the Termination Date. If at any time the outstanding principal amount of all Warehousing Advances Revolving Loans made by a Revolving Lender plus that Revolving Lender’s pro rata share of Letter of Credit Outstandings based on the Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.1Revolving Lender’s Applicable Revolving Commitment Percentage shall exceed that Revolving Lender’s Revolving Loan Commitment, the Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time.
(c) Borrower must shall forthwith pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Agent for disbursement to said Revolving Lender to cause the Funding Bank to charge Borrower’s Operating Account for, an amount not less than the amount of any such excess for application to the outstanding Warehousing Advance against a specific Pledged Asset principal amount of the Revolving Loans of that Revolving Lender. If at any time the outstanding principal amount of Revolving Loans made by all Revolving Lenders plus all Letter of Credit Outstandings and Swingline Loans exceeds the lesser of (i) the aggregate Revolving Commitments of all Lenders and (ii) the Borrowing Base, the Borrower shall forthwith pay to the Agent for disbursement to the Revolving Lenders an amount not less than the amount of any such excess for application to the outstanding principal amount of the Revolving Loans of all Revolving Lenders; provided, however, insofar as any excess results from the Agent reclassifying any Eligible Loan Receivable as ineligible under the Borrowing Base based upon the earliest occurrence of any exercise of the following events:
Agent’s reasonable credit judgment (1the amount of such excess attributable to such reclassification being the “Reclassification Amount”), the Borrower shall pay the Reclassification Amount to the Agent for disbursement to the Revolving Lenders not later than fourteen (14) One (1) Business Day elapses days after Borrower receives written notice from the date a Warehousing Advance was made if Agent of such reclassification and the Pledged Loan Reclassification Amount. Each such payment shall be applied first against Revolving Loans that are Base Rate Loans which are then outstanding until payment in full thereof. If any such payment prepays Revolving Loans that are the Base Rate Loans in full, the balance of such payment shall be applied to be funded by that Warehousing Advance is not closed and fundedany LIBOR Rate Loans which are then outstanding in the order in which such LIBOR Rate Loans first become due.
(2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 1 contract
Sources: Credit Agreement (QC Holdings, Inc.)
Principal Payments. (a) Borrower must pay Lender the The outstanding principal amount of all Warehousing Advances on each Advance shall be payable in full upon the Warehousing Maturity Dateearliest to occur of (i) demand, (ii) the occurrence of any event described in Section 2.5(c) hereof with respect to such Advance or (iii) expiration or termination of the Commitment.
(b) Except as otherwise provided The Company shall have the right to prepay the outstanding Advances in Section 3.1whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timeor advance notice.
(c) Borrower must The Company shall be obligated to pay to Lenderthe Bank, without the necessity of prior demand or Notice notice from Lenderthe Bank, and Borrower the Company authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account its account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage Loan, upon the earliest occurrence of any of the following events:
(1) Sixty (60) calendar days elapse from the date the Mortgage Loan with respect to which the Advance was made was delivered to an Investor for examination and purchase, without the purchase being made unless an extension of an additional thirty (30) calendar days is granted by the Bank in its sole discretion, in which case repayment would be required ninety (90) calendar days from the time of the advance;
(2) Ten (10) calendar days elapse from the date the Investor rejects for purchase the Mortgage Loan with respect to which the Advance was made;
(3) One (1) Business Day elapses from the date the Collateral Documents relating to a Warehousing Mortgage Loan against which an Advance was made if the Pledged Loan made, were required to be funded received by that Warehousing Advance is the Bank without the actual receipt thereof, or such Collateral Documents, upon examination by the Bank, are found not closed and funded.to be in compliance with the requirements of this Agreement or the related Purchase Commitment;
(24) Ten (10) Business Days elapse without from the return of date a Collateral Document was delivered by Lender to Borrower under a Trust Receipt the Company for correction or completion., without being returned to the Bank;
(35) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to A default occurs under the Mortgage securing repayment of the Pledged Loan is defaulted with respect to which such Advance was made and remains in default uncured for a period of 60 days or more.
thirty (530) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.calendar days; and
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee Upon sale of the premises securing a Pledged Mortgage Loan. Upon making such payment to the Bank, the Company shall be deemed to have redeemed such Mortgage Loan from pledge, and the Collateral Documents relating thereto shall be released by the Bank to the Company or to the Investor.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Preferred Credit Corp)
Principal Payments. (a) Borrower must pay Lender Commencing with the outstanding principal amount of all Warehousing Advances on month immediately succeeding the Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.1, Borrower may prepay any portion delivery of the Warehousing Advances without premium Bonds, or penalty at any time.
(c) Borrower must pay commencing one year next prior to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any first principal payment date of the following events:
(1) One (1) Business Day elapses from the Bonds, whichever commencement date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded.
(2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untruelater, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one to the 2021A Bond Account, an amount in equal monthly installments necessary, together with any other moneys from time to time available therefor from whatever source, to pay the next installment of principal (whether at maturity or more of on a Redemption Date) due on the representations 2021A Bonds then Outstanding, and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply the 2021B Bond Account, an amount in equal monthly installments necessary, together with any covenantother moneys from time to time available therefor from whatever source, term to pay the next installment of principal (whether at maturity or condition set forth on a Redemption Date) due on the 2021B Bonds then Outstanding. Parity Bond Reserve Funds. Second, from any moneys remaining in Article 9.
(4) On the date the Pledged Loan or a Lien prior 0.4% Sales Tax Increase Fund there shall be made any payments required to be made pursuant to the Mortgage securing repayment of 2007A Indenture, the Pledged Loan is defaulted and remains in default for a period of 60 days 2010 Indenture, the 2013A Indenture, the 2016A Indenture, the 2017A Indenture, the 2017B Indenture, the 2019A Indenture, this Indenture, any Parity Bond Resolutions or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, Parity Bond Indentures with respect to a Pledged Loan included any reserve funds established thereby and concurrently with any repayment or similar obligations payable to any surety provider issuing any reserve fund insurance policy with respect to any Parity Bonds. Rebate Fund. Third, and concurrently with any payments required to be made pursuant to the 2007A Indenture, the 2010 Indenture, the 2013A Indenture, the 2016A Indenture, the 2017A Indenture, the 2017B Indenture, the 2019 Indenture and any Parity Bond Resolutions or Parity Bond Indentures with respect to any rebate funds established thereby, from any moneys remaining on deposit in an Eligible Mortgage Poolthe 0.4% Sales Tax Increase Fund, upon there shall be credited to the sale or other disposition Rebate Fund the amount required, if any, until the amount on deposit in the Rebate Fund satisfies the requirements of the related Agency SecuritySection 3.10 hereof.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 1 contract
Sources: Indenture of Trust
Principal Payments. Amortizing payments of the aggregate Principal Amount outstanding under this Note shall be made by the Company on August 1, 2007 and on the first business day of each succeeding month thereafter through and including the Maturity Date (a) Borrower must pay Lender each, an “Amortization Date”). Commencing on the outstanding principal first Amortization Date, the Company shall make monthly payments to the Holder on each Amortization Date, each such payment in the amount of $267,070.24, together with any accrued and unpaid interest on such portion of the Amortizing Principal Amount plus any and all Warehousing Advances other unpaid amounts which are then owing under this Note, the Purchase Agreement and/or any other Related Agreement. Any outstanding Principal Amount together with any accrued and unpaid interest and any and all other unpaid amounts which are then owing by the Company to the Holder under this Note, the Purchase Agreement and/or any other Related Agreement shall be due and payable on the Warehousing Maturity Date.”
(b) Except In consideration of Laurus’ agreement to amend the Note and defer the payment of certain principal amounts due and owing under the Note in accordance with the terms hereof, Biovest and AutovaxID, Inc. (“AutovaxID”), jointly and severally, hereby grant to Laurus a non-cancelable royalty (the “Laurus Royalty”) equal to three percent (3%) of world-wide Net Sales (as otherwise provided in Section 3.1defined below) of AutovaxID Instruments (as defined below). Each of Biovest and AutovaxID acknowledge and agree that the Laurus Royalty may be contributed by Laurus to Croesus Corporation, Borrower may prepay any portion a Delaware corporation and an affiliate of the Warehousing Advances without premium or penalty at any time.
Laurus (c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender“Croesus”), and Borrower authorizes Lender following such contribution, all payments under the Laurus Royalty (including the Initial Royalty Payment) shall be made directly to Croesus. Each of Biovest and AutovaxID agree to execute and deliver all such further documents and to do or cause to be done all such further acts and things requested by Laurus and/or Croesus in order to effect the Funding Bank to charge Borrower’s Operating Account fortransactions contemplated herein. As used herein, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1a) One (1) Business Day elapses “Net Sales” shall mean gross receipts from the date a Warehousing Advance was made if world-wide sales of AutovaxID Instruments less any rebates, returns, and discounts and (b) “AutovaxID Instruments” shall mean the Pledged Loan to be funded automated cell and biologic production instrument known as AutovaxID manufactured by that Warehousing Advance is not closed Biovest and fundedAutovaxID.
(2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 1 contract
Principal Payments. Borrower shall not make any principal payments on any subordinated or unsecured debt instruments or related documents unless and until 105 days have passed since the Maturity Date without a voluntary or involuntary petition having been filed against Borrower under the federal bankruptcy laws during that period, other than (a) Borrower must pay Lender scheduled payments of Senior Unsecured Notes and the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date.
Senior Subordinated Notes; (b) Except as otherwise provided in Section 3.1, payments under debt instruments between and among Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time.
and its Subsidiaries; (c) Borrower must pay prepayment, redemption or purchase of an aggregate of up to Lender, without $50,000,000 of the necessity Senior Unsecured Notes and/or the Senior Subordinated Notes; (d) redemption or repurchase of prior demand or Notice from Lender, and Borrower authorizes Lender to cause Senior Unsecured Notes and/or Senior Subordinated Notes with the Funding Bank to charge Borrower’s Operating Account for, proceeds of the amount issuance of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
equity securities; (1e) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded.
(2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of Senior Unsecured Notes with the Pledged Loan is defaulted and remains in default for a period proceeds of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of any non-current assets in accordance with the related Agency Security.
provisions and limitations of Section 4.4 hereof; (6f) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale prepayment of the premises securing a Pledged Loan.
(7) If Senior Unsecured Notes and/or Senior Subordinated Notes with the outstanding Warehousing Advances against Pledged Loans proceeds of a specific type refinancing thereof, provided that such refinancing does not require any principal payments until September 21, 2011; (g) from and after the first date on which the Leverage Ratio (as defined in the CoBank Credit Agreement) is equal to or less than 0.50x, there shall be no restrictions on prepayment of Eligible existing Senior Unsecured Notes and/or Senior Subordinated Notes; (h) prepayments required on account of asset sales, change of control, equity issuances, or similar events; (i) repayment of Foreign Subsidiary Debt; (j) repayment of amounts owing pursuant to or in connection with the Grower Settlement Agreements existing as of the Effective Date in an aggregate amount not to exceed $1,000,000; (k) repayment or refinancing of amounts due in connection with the Debt permitted under Section 10.1(h) and (i); (l) prepayment of amounts under this Term Loan exceed Agreement; (m) payments of up to $100,000,000 as permitted by Section 10.1(f) hereof and (n) prepayment of a Permitted Capital Raising Transaction with the aggregate Purchase Commitments for that type proceeds of Eligible Loana refinancing thereof.
Appears in 1 contract
Sources: Senior Unsecured Term Loan Agreement (Pilgrims Pride Corp)
Principal Payments. (a) Borrower must shall pay Lender to Administrative Agent, for the benefit of Lenders, the outstanding principal amount of all each Warehousing Advances Advance on the applicable Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.1, Borrower may prepay repay all or any portion of the Warehousing Advances Loan without premium or penalty at any timetime (except as otherwise provided in Section 3.9(d)), provided that with each such prepayment Borrower pays all accrued and unpaid interest on the amount of such prepayment.
(c) Borrower must shall pay to LenderAdministrative Agent, without for the necessity benefit of prior demand or Notice from LenderLenders, and Borrower authorizes Lender to cause the Funding Bank Administrative Agent to charge Borrower’s Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon Loan after the earliest occurrence of any of the following events, such payment to be made within the time period set forth in this Section 3.3(c), and without the necessity of prior demand or notice from Administrative Agent or any Lender except as otherwise expressly provided below:
(1) One On the day the Warehouse Period elapses for such Pledged Loan;
(12) On the Business Day elapses from after the date a day the Warehousing Advance was made is made, if the such Pledged Loan to be funded by that Warehousing Advance is not closed and funded.;
(3) Two (2) Business Days elapse from the date the Warehousing Advance was made based on such Pledged Loan without receipt by Administrative Agent of the Collateral Documents relating to that Pledged Loan required to be delivered on that date; provided that Administrative Agent provides written Notice of such non-compliance to Borrower and Borrower shall have an additional three (3) Business Days from receipt of such Notice to cure such non-compliance;
(4) Within two (2) Business Day of written notice from the Administrative Agent that any such Collateral Document, upon examination by Administrative Agent, is found not to be in compliance with the requirements of this Agreement; provided that Administrative Agent provides written Notice of such non-compliance to Borrower and Borrower shall have an additional three (3) Business Days from receipt of such Notice to cure such non-compliance;
(5) Ten (10) Business Days ( or such later time as may be agreed to by the Administrative Agent in its unrestricted discretion) elapse without the return of a Collateral Document relating to such Pledged Loan which has been delivered by Lender Administrative Agent to Borrower or the Servicer under a Trust Receipt for correction or completion.completion pursuant to Section 4.6;
(36) On the date Business Day following the day on which a Borrower receives Notice, or Borrower has Borrower’s Knowledge, that such Pledged Loan is determined to have been was originated based on or subject to fraud or based on materially untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of information;
(7) On the misrepresentation, incomplete or incorrect information or fraud, on Business Day following the date on which Borrower knows(i) has knowledge, has reason to know(ii) would reasonably have obtained knowledge had Borrower followed its Underwriting Guidelines, or (iii) receives Notice from LenderNotice, that (A) one or more of the representations and warranties set forth in Article 9 8 made with respect to such Pledged Loan or any Collateral Document relating thereto were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition applicable to such Pledged Loan set forth in Article 9.8; provided that Administrative Agent provides written Notice of such non-compliance to Borrower and Borrower shall have an additional five (5) Business Days from receipt of such Notice to cure such non-compliance;
(4) 8) On the earlier of the date the such Pledged Loan (A) has been in monetary default (without regard to any notice, grace, or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default cure period) for a period of 60 one hundred twenty (120) days or more., or (B) becomes subject to foreclosure or other judicial enforcement or insolvency proceedings or a deed in lieu of foreclosure or similar transaction, provided, however, in the case of the preceding clause (A) Administrative Agent shall permit Borrower to make a partial prepayment before the expiration of such one hundred twenty (120) day period, if (i) Administrative Agent has received an updated as-is appraisal in form and substance reasonably satisfactory to Administrative Agent, (ii) Administrative Agent has received updated Credit Underwriting Documents in form and substance reasonably satisfactory to Administrative Agent, and (iii) after giving effect to such partial prepayment the Warehousing Advance relating to such Pledged Loan is in compliance with the applicable Advance Rate and Warehousing Advance Debt Service Coverage Ratio requirements set forth in Exhibit E, based on such updated as-is appraisal;
(59) Upon the sale, other disposition or prepayment in full of such Pledged Loan; or
(10) On the date that Borrower is required to report compliance with the terms of Section 8.1(w), such portion of Warehousing Advances required to reduce the amount of such outstanding Warehousing Advances to cause the terms of Section 8.1(w) to be satisfied.
(d) If the principal amount of any Pledged Asset Loan is prepaid in part, or any Amortization Payments are made under a Pledged Loan, in either case while a Warehousing Advance is outstanding against such Pledged Loan, Borrower must pay to Administrative Agent, for the benefit of Lenders, within three (3) Business Days after Borrower’s receipt of such payment, without the necessity of prior demand or notice from Administrative Agent or any Lender, and Borrower authorizes Administrative Agent to charge the Cash Collateral Account or, if such payment was not paid to the Cash Collateral Account pursuant to Section 3.3(e), the Operating Account, for, an amount equal to (i) if no Default or Event of Default then exists, the lesser of (x) the amount of such prepayment or Amortization Payment multiplied by the applicable Advance Rate, or (y) the outstanding principal amount of such Warehousing Advance, in either case to be applied to the repayment of such Warehousing Advance, or (ii) if a Default or Event of Default then exists, the entire amount of such payment, to be applied to the repayment of such Warehousing Advance until paid in full, with respect any excess to be (A) if an Event of Default then exists, applied to the Obligations in accordance with applicable provisions of this Agreement, or (B) if a Default then exists, held by the Administrative Agent as Collateral, to be either (1) disbursed to the Borrower if such Default does not become an Event of Default, or (2) applied to the Obligations if such Default becomes an Event of Default.
(e) The proceeds of the sale, other disposition, or payment in full of Pledged Loans must be deposited by Borrower, or the Servicer on behalf of Borrower, directly to the Cash Collateral Account within two (2) Business Days following receipt thereof. Borrower must give Notice to Administrative Agent in writing (or by telephone followed promptly by written Notice) of the Pledged Loans for which proceeds of the sale, other disposition, or payment in full have been received. If the payment for the purchase or other disposition of a Pledged Loans is less than the outstanding Warehousing Advance against such Pledged Loan identified by Borrower in its Notice, Borrower shall pay to Administrative Agent, for the benefit of Lenders, and Borrower authorizes Administrative Agent to charge Borrower’s Operating Account in, an amount equal to such deficiency. If the payment for the purchase, other disposition or payment in full of a Pledged Loan included is greater than the outstanding Warehousing Advances against such Pledged Loan identified by Borrower in its Notice, then (i) if no Default or Event of Default exists, the Administrative Agent shall transfer such excess to Borrower’s Operating Account, (ii) if an Eligible Mortgage PoolEvent of Default then exists, the Administrative Agent shall apply such excess to the Obligations in accordance with applicable provisions of this Agreement, and (iii) if a Default then exists, such excess shall be held by the Administrative Agent as Collateral, to be either (A) disbursed to the Borrower if such Default does not become an Event of Default, or (B) applied to the Obligations if such Default becomes an Event of Default. Administrative Agent and Lenders are entitled to rely upon Borrower’s affirmation that deposits in the Cash Collateral Account represent payments for the sale, other disposition, or payment in full of the Pledged Loan specified by Borrower in its Notice. Nothing herein shall be deemed to authorize any sale or other disposition of the related Agency Securitya Pledged Loan which is not otherwise permitted pursuant to applicable provisions of this Agreement.
(6f) One If the Warehousing Advance Debt Service Coverage Ratio with respect to any Pledged Loan is less than (1i) 1.50 to 1.00 for an AL Property, (ii)1.40 to 1.00 for an IL Property, or (iii) 1.60 for a SN Property, as of the last day of any Fiscal Quarter, the Borrower shall prepay the related Warehousing Advance, within five (5) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale Days after such testing was required to be reported, by at least an amount such that, if such prepayment had been made as of the premises securing applicable testing date, the Warehousing Advance Debt Service Coverage Ratio with respect to such Pledged Loan would have been at least (x) 1.50 to 1.00 for an AL Property, (y)1.40 to 1.00 for an IL Property, or (z) 1.60 for a Pledged LoanSN Property, as of such quarterly testing date.
(7g) If the Warehousing Advance-to-Mortgage Loan Ratio exceeds (i) 65% for any AL Property, (ii) 70% for any IL Property, or (iii) 65% for any SN Property, as of the last day of the second or fourth Fiscal Quarters of any Fiscal Year, Borrower shall prepay such Warehousing Advance, within five (5) Business Days after such quarterly testing date was required to be reported, by at least an amount such that, if such prepayment had been made as of the applicable testing date, the Warehousing Advance-to-Mortgage Loan Ratio would not exceed (x) 65% for any AL Property, (y) 70% for any IL Property, or (z) 65% for any SN Property, as of such semi-annual testing date.
(h) If the aggregate of the outstanding principal amount of any Warehousing Advances against with respect to a particular Pledged Loans of a specific type of Eligible Loan shall exceed the aggregate Purchase Commitments Applicable Expected Permanent Loan Amount for that type the related Pledged Loan, as of Eligible Loanthe last day of any Fiscal Quarter, Borrower shall prepay such Warehousing Advances within five (5) Business Days after such testing was required to be reported, by the amount of such excess.
Appears in 1 contract
Sources: Bridge Loan Warehousing Credit and Security Agreement (Ares Commercial Real Estate Corp)
Principal Payments. (a) Borrower must pay Lender the The outstanding unpaid principal amount of all Warehousing Advances on shall be payable in full upon the Warehousing Maturity Termination Date.
(b) Except as otherwise provided The Company shall have the right to prepay the outstanding Advances in Section 3.1whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty.
(c) Borrower must The Company shall be obligated to pay to the Lender, without the necessity of prior demand or Notice notice from Lenderthe Lender (however Lender will give prompt notice following any such change), and Borrower the Company authorizes the Lender to cause charge the Funding Bank to charge Borrower’s Operating Account for, or any other accounts of the Company (excluding any monies held by Company in trust for third parties) in Lender's possession for the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage Loan, upon the earliest occurrence of any of the following events:
(1) One The expiration of ninety (190) days from the date of any Advance for any Mortgage Loan (excluding Aged Mortgage Loans);
(2) The expiration of thirty (30) days from the date the Mortgage Loan was delivered to an Investor for examination and purchase, without the purchase being made, or upon rejection of the Mortgage Loan as unsatisfactory by an Investor;
(3) The expiration of five (5) Business Day elapses Days from the date a Warehousing Wet Settlement Advance was made if without receipt of all Collateral Documents relating to such Mortgage Loan, or such Collateral Documents, upon examination by the Pledged Loan Lender, are found not to be funded by that Warehousing Advance is not closed and funded.in compliance with the requirements of this Agreement or any related Purchase Commitment;
(4) The expiration of two (2) Ten Business Days from the date a Subwarehouse Mortgage Loan Advance was made without receipt of a copy of the Mortgage Note relating to such Subwarehouse Lender's Mortgage Loan and with all necessary endorsements, or upon review, such Mortgage Note and necessary endorsements are found not to be in compliance with the requirements of this Agreement or any related Purchase Commitment;
(5) The expiration of ten (10) Business Days elapse without from the return of date a Collateral Document in connection with such Mortgage Loan was delivered by Lender to Borrower under a Trust Receipt the Company for correction or completion, without being returned to the Lender, corrected or completed;
(6) The Mortgage Loan is in default and such default continues for a period of sixty (60) days or more;
(7) The expiration of three (3) Business Days after the date on which any related Purchase Commitment, if any, expires, is terminated or otherwise canceled or no longer in full force and effect and the specific Mortgage Loan was not delivered under the Purchase Commitment prior to such termination, expiration or cancellation; or
(8) Upon sale of the Mortgage Loan. Upon receipt of such payment by the Lender, such Mortgage Loans shall be considered to have been redeemed from pledge, and the Collateral Documents relating thereto which have not been delivered to the Investor or the pool custodian or pool trustee shall be released by the Lender to the Company.
(d) With respect to Aged Mortgage Loans, the Company shall be obligated to pay to the Lender (and the Company authorizes the Lender to charge the Funding Account or any other accounts of the Company (excluding monies held by the Company in trust for third parties) in Lender's possession for the payment thereof) the principal payments in the amounts and on the dates specified below:
(1) On the date a Pledged Mortgage becomes an Aged Mortgage Loan, a principal payment in an amount necessary to reduce the outstanding unpaid Advances made against such Aged Mortgage Loan to an amount equal to [*] of the Collateral Value of such Aged Mortgage Loan to the extent such Aged Mortgage Loan was originally a Subprime Mortgage Loan and [*] to the extent such Aged Mortgage Loan was a Second Mortgage Loan;
(2) On the date an Aged Mortgage Loan has been included in the Collateral for 121 days, a principal payment in an amount necessary to reduce the outstanding unpaid Advances made against such Aged Mortgage Loan to an amount equal to [*] of the Collateral Value of such Aged Mortgage Loan to the extent such Aged Mortgage Loan was originally a Subprime Mortgage Loan and [*] to the extent such Aged Mortgage Loan was a Second Mortgage Loan;
(3) On the date on which an Aged Mortgage Loan has been included in the Collateral for 151 days, a Pledged principal payment in an amount necessary to reduce the outstanding unpaid Advances made against such Aged Mortgage Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise an amount equal to be subject to fraud, whether or not Borrower had knowledge [*] of the misrepresentation, incomplete or incorrect information or fraud, on Collateral Value of such Aged Mortgage Loan to the date on which Borrower knows, has reason extent such Aged Mortgage Loan was originally a Subprime Mortgage Loan and [*] to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.extent such Aged Mortgage Loan was originally a Second Mortgage Loan;
(4) On the date an Aged Mortgage Loan has been included in the Pledged Loan or a Lien prior Collateral for 181 days, an amount equal to the Mortgage securing repayment balance of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible aggregate outstanding unpaid Advances against such Aged Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (First NLC Financial Services Inc)
Principal Payments. (a) Borrower must pay Lender the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.1, Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time.
(c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s 's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan that was to be have been funded by that Warehousing Advance is not closed and funded.
(2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) on the date on which Borrower knows, has failed reason to perform know, or comply with receives Notice form Lender, of any covenant, term or condition breach of the covenants set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
(6) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment.
(7) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) 8) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(d) Upon telephonic Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) For any Pledged Loan, the Warehouse Period elapses.
(2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian.
(3) Seven (7) If Business Days elapse from the outstanding Warehousing Advances date a Wet Settlement Advance was made against a Pledged Loans Loan other than a Repurchased Mortgage Loan without receipt by Lender of a specific type all Collateral Documents relating to the Pledged Loan, or the Collateral Documents, upon examination by Lender, do not comply with the requirements of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loanthis Agreement.
(4) Twenty
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (American Home Mortgage Holdings Inc)
Principal Payments. (a) Borrower must pay Lender the outstanding principal amount Date of all Warehousing Advances Payment Total Amount Payable Total Amount Paid Confirmation of payment by or on the Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.1, Borrower may prepay any portion behalf of the Warehousing Advances without premium Issuer Date of Payment Total Amount Payable Total Amount Paid Confirmation of payment by or penalty at any time.
on behalf of the Issuer [continue numbering until the appropriate number of installment dates for the Notes is reached] EXHIBIT B [FORM OF] WFCARDSERIES SCHEDULE TO MONTHLY NOTEHOLDERS’ STATEMENT WFCARDSERIES ▇▇▇▇▇ FARGO CARD ISSUANCE TRUST Monthly Period: [______] End of Monthly Period [______] Interest Period [______] through [______] Distribution Date [______] Days in Interest Period 0 Reference is made to the Indenture (c) Borrower must pay to Lenderthe “Indenture”), without the necessity dated as of prior demand or Notice from Lender[_____ __, 20__], and Borrower authorizes Lender the WFCardSeries Indenture Supplement (the “Indenture Supplement”), dated as of [_____ __, 20__], each by and among WF Card Issuance Trust, as Issuer, U.S. Bank Trust Company, National Association, as Indenture Trustee and as Note Registrar, and U.S. Bank National Association, as Bank. Terms used herein and not defined herein have the meanings ascribed to cause them in the Funding Bank to charge Borrower’s Operating Account forIndenture and the Indenture Supplement, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any as applicable. Each of the following events:
Indenture and the Indenture Supplement has been included as an exhibit to a report on Form 8-K (1the “Form 8-K”) One filed by WF Card Funding, LLC and the WF Card Issuance Trust with the Securities and Exchange Commission under Central Index Key (1CIK) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed Nos. 0001833590 and funded.
(2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue0001833494, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraudrespectively, on the date on which Borrower knows[_____ __, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, 20__]. The following computations are prepared with respect to a Pledged Loan included in an Eligible Mortgage Poolthe Transfer Date of [_____ __, upon 20__] and with respect to the sale or other disposition performance of the Collateral during the related Agency SecurityMonthly Period. Number of Accounts* 0 0 Principal Receivables $ 0.00 $ 0.00 Finance Charge Receivables $ 0.00 $ 0.00 Discount Option Receivables $ 0.00 $ 0.00 Total Receivables $ 0.00 $ 0.00 Increase in Principal Receivables from Additional Accounts $ 0.00 Increase in Finance Charge Receivables from Additional Accounts $ 0.00 Increase in Discount Option Receivables from Additional Accounts $ 0.00 Decrease in Principal Receivables due to Removed Accounts $ 0.00 Decrease in Finance Charge Receivables due to Removed Accounts $ 0.00 Decrease in Discount Option Receivables due to Removed Accounts $ 0.00 Average Principal Receivables $ 0.00 * Accounts include certain accounts that have been closed and have a balance.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 1 contract
Sources: Wfcardseries Indenture Supplement (WF Card Funding LLC)
Principal Payments. (a) Borrower must Subject to the deferral provisions set forth in Section 2(e) below, the Issuer shall pay Lender the outstanding Holder fourteen installments of principal amount (each, a “Principal Payment” and collectively, “Principal Payments”) in the amounts set forth in the table below under the heading “Principal Payment” on each of all Warehousing Advances the dates (each, a “Payment Date” and collectively, “Payment Dates”) corresponding to such Principal Payments under the heading “Payments Dates” on the Warehousing Maturity Datesuch table.
(b) Except Subject to the Issuer’s right to satisfy its obligation to pay all or a portion of any Principal Payment by delivering Common Stock as otherwise provided set forth in Section 3.12(c), Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any timeall Principal Payments shall be paid in cash.
(c) Borrower must pay On each Payment Date, upon concurrent written notice to Lender, without the necessity Holder and subject to satisfaction of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account forconditions set forth in Section 2(d) below (the “Stock Settlement Conditions”), the amount Issuer shall have the option to settle all or any portion of its obligation to pay the Principal Payment due on such Payment Date by delivering to the Holder shares of Common Stock with an equal value based on the Stock Price; provided that if the Issuer elects to settle all or any outstanding Warehousing Advance against portion of its obligation to pay the Principal Payment due on December 31, 2009 by delivering shares of Common Stock, the Issuer may, at its option, deliver such shares of Common Stock on January 4, 2010.
(d) The Issuer’s option to settle all or any portion of its obligation to pay the Principal Payment due on a specific Pledged Asset upon the earliest occurrence of any Payment Date by delivering Common Stock pursuant to Section 2(c) above shall be subject to satisfaction of the following eventsconditions on such Payment Date:
(1i) One no Event of Default shall have occurred and be continuing;
(ii) no New Note Payment Default shall have occurred and be continuing;
(iii) no Bankruptcy Event shall have occurred and be continuing;
(iv) the Common Stock shall be listed on the New York Stock Exchange (or another U.S. national securities exchange) on such Payment Date, and the New York Stock Exchange (or such other U.S. national securities exchange) shall not have commenced, or provided notice of the commencement of, any delisting proceedings or inquiries on or prior to such Payment Date;
(v) no Judgment Event shall have occurred and be continuing;
(vi) no ERISA Termination Event shall have occurred;
(vii) no audit opinion containing a going concern explanatory paragraph shall have been received by the Issuer for the fiscal year immediately preceding such Payment Date;
(viii) the Stock Price for such Payment Date is greater than $1.00 (as the same may be adjusted pursuant to Section (a) of Annex A hereof, the “Stock Price Threshold”);
(ix) the Issuer shall not have taken any corporate action in furtherance of an Event of Default, a New Note Payment Default, a Bankruptcy Event or an ERISA Termination Event.
(e) If, on any Payment Date the Issuer shall (x) be in compliance with all of the Stock Settlement Conditions other than those set forth in Section 2(d)(iv), Section 2(d)(vii) and/or Section 2(d)(viii) and (y) have been in compliance with each of the Stock Settlement Conditions on each prior Payment Date (provided, however, that the foregoing clause (y) shall not apply in the event that (1) Business Day elapses the Issuer has failed to comply solely with the Stock Settlement Conditions set forth in Section 2(d)(iv), Section 2(d)(vii) and/or Section 2(d)(viii) on no more than two prior Payment Dates, (2) the Issuer has otherwise complied with each of the Stock Settlement Conditions on each prior Payment Date, and (3) not more than two of the Payment Dates covered by this proviso shall have occurred in consecutive years), then the Issuer shall make the Principal Payment due on such Payment Date to the Holder in cash, but, at the Issuer’s option upon prompt written notice to the Holder:
(i) the Issuer may elect to settle its obligations in respect of such Principal Payment (the “Deferred Payment”) in up to five equal installments (the number of installments to be specified by the Issuer in the written notice described above) payable, together with interest on the Deferred Payment then due, on the first through fifth anniversaries of the originally scheduled Payment Date for such Deferred Payment (each, an “Installment Payment Date”);
(ii) on each Installment Payment Date, subject to satisfaction of the Stock Contribution Conditions on such Payment Date, the Issuer shall have the option to settle all or any portion of the applicable installment of the Deferred Payment (including the interest, if any, accrued thereon) by delivering shares of Common Stock; and
(iii) for each installment of a Deferred Payment satisfied through the delivery of Common Stock, the number of shares of Common Stock deliverable in respect of such installment shall be calculated by reference to the Stock Price for the applicable Installment Payment Date (determined as if such Installment Payment Date were a Payment Date for purposes of the “Stock Price” definition), notwithstanding the proviso in the definition of Stock Price. Interest shall accrue on each Deferred Payment from the date Payment Date on which the applicable Principal Payment was originally due through the Installment Payment Date on which such Deferred Payment becomes due at a Warehousing Advance was made if rate of 9% per annum (computed on the Pledged Loan to basis of a 360-day year of twelve 30-day months) and shall be funded by that Warehousing Advance is not closed and fundedpayable on the Installment Payment Date on which the related Deferred Payment becomes due.
(2i) Ten (10All certificates representing shares of Common Stock issued to Holder pursuant to Section 2(c) Business Days elapse without the return in satisfaction of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction all or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge in portion of the misrepresentationIssuer’s obligation to pay the Principal Payment due on a Payment Date shall bear the following legend: THESE SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, incomplete or incorrect information or fraudAS AMENDED (THE “SECURITIES ACT”), on the date on which Borrower knowsOR ANY STATE SECURITIES LAWS. NEITHER THESE SHARES OF COMMON STOCK NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, has reason to knowSOLD, or receives Notice from LenderASSIGNED, that TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF FORD MOTOR COMPANY (THE “ISSUER”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THESE SHARES OF COMMON STOCK OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT (A) one or more IN COMPLIANCE WITH APPLICABLE TRANSFER RESTRICTIONS, IF ANY, SET FORTH IN SECTION 2.02 OF THE SECURITYHOLDER AND REGISTRATION RIGHTS AGREEMENT DATED AS OF [________ __], 2009 BY AND BETWEEN THE ISSUER AND FORD-UAW HOLDINGS LLC (THE “REGISTRATION RIGHTS AGREEMENT”) AND (B):
(I) TO THE ISSUER OR ANY SUBSIDIARY THEREOF; OR
(II) PURSUANT TO A REGISTRATION STATEMENT COVERING THE RESALE OF SUCH SHARES OF COMMON STOCK THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT; OR
(III) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; OR
(IV) TO THE NEW VEBA PURSUANT TO THE AMENDED SETTLEMENT AGREEMENT. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (B)(III) ABOVE, THE ISSUER AND THE TRANSFER AGENT FOR SUCH SHARES OF COMMON STOCK RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE HEREBY OR OTHERWISE BY THE ISSUER AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SALE, TRANSFER, ASSIGNMENT, HEDGE, PLEDGE, ENCUMBRANCE, HYPOTHECATION OR DISPOSAL OF THESE SHARES OF COMMON STOCK IS SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS OF THE REGISTRATION RIGHTS AGREEMENT. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE ISSUER. Any such shares of Common Stock as to which such restrictions on transfer shall have expired in accordance with their terms such that the shares of Common Stock can be freely sold without limits under the Securities Act and any applicable state securities law may, upon surrender of the representations and warranties set forth certificates representing such shares of Common Stock for exchange in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or accordance with the procedures of the transfer agent for the Common Stock (B) Borrower has failed to perform or comply together with any covenantlegal opinion, term certifications or condition set forth other evidence as may reasonably be required by the Issuer or the transfer agent in Article 9.
(4) On order to determine that the date proposed transfer is being made in compliance with the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted Securities Act and remains in default applicable state securities laws), be exchanged for a period new certificate or certificates for a like number of 60 days or moreshares of Common Stock, which shall not bear such legend.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 1 contract
Sources: Settlement Agreement (Ford Motor Co)
Principal Payments. (a) Borrower must pay Lender In addition to payments on account of interest, principal reduction payments of $116,667 shall be made each month, commencing with the first such payment due on December 31, 2009, and with the outstanding principal amount of all Warehousing Advances the Advance payable in full on the Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.1, Borrower may prepay repay all or any portion of the Warehousing Advances without premium unpaid principal balance of the Advance prior to the Maturity Date. Upon the event of each such full or penalty partial early payment of principal, however, Borrower shall be required to pay Lender a prepayment fee. Said fee shall be determined by assessing the “prepayment rate” against the amount of such prepayment for the time period remaining in the term from the prepayment to the Maturity Date. The “prepayment rate” shall be calculated by subtracting the rate of interest in effect at the time of prepayment for the $5MM Mega WesCorp Fixed Rate Share Certificate, as published by Lender, the term of which corresponds to the time period remaining in the loan term from the prepayment date to the Maturity Date, from the Fixed Rate, but in no event shall the “prepayment rate” be less than zero. No such prepayment shall excuse, replace or be credited toward any timescheduled interim installment of principal and/or interest.
(c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) One (1) Business Day elapses may require that all payments from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded.
(2) Ten (10) Business Days elapse without the return proceeds of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of Pledged Mortgages be paid directly by the related Agency SecurityInvestor to the Lender to be promptly applied by the Lender against the Advance. In such event, Lender shall apply such payments and inform the Company of the complete details of the transaction on the same Business Day as its receipt, if received prior to 1:00 pm Pacific Time on that Business Day. Alternatively, the Company may deliver Qualifying Substitute Mortgage Loans, whose value is equivalent to the proceeds of the sale or other disposition of Pledged Mortgages, to Lender or Lender’s Custodian, said Mortgage Notes to be acceptable to Lender in its reasonable discretion.
(6d) One If the principal amount of any Pledged Mortgage is prepaid in whole or in part which represents (1i) Business Day immediately preceding the date scheduled for the foreclosure a complete payoff of such Mortgage Loan; or trustee sale (ii) a payment on a Pledged Mortgage Loan that is accompanied by a release of the premises securing collateral for such Mortgage Loan, the Company and its Servicer shall promptly remit to Lender, as and when received, for payment toward the principal balance of the Note, any portion of such sums collected attributable to principal repayments on the Collateral. Alternatively, the Company shall be entitled to pledge and deliver an equivalent amount of Qualifying Substitute Mortgage Loans in an amount equal to the portions of any sums collected that are attributable to principal repayments on the Collateral. Prior to Lender’s receipt of a Pledged LoanQualifying Substitute Mortgage Loan as substituted Collateral, the Company and Lender shall be required to approve an amendment to Exhibit “B” that is acceptable to each party. Once approved, Lender agrees to deliver a copy of such amended Exhibit “B” to the Company, Servicer and Custodian, if applicable and each of the Company and Lender shall make appropriate entries in its general account records to reflect such transfer.
(7e) If The Company shall give Notice to Lender (by e-mail or fax) of the Pledged Mortgages for which proceeds are to be or have been received. In the event that the payment from an Investor for the purchase of Pledged Mortgages is less than the outstanding Warehousing Advances against principal balance of such Pledged Loans Mortgages, Lender is authorized to debit the Share Account that the Company designates for this purpose, but if the balance thereof is insufficient, Lender may debit any of a specific type of Eligible Loan exceed the aggregate Purchase Commitments Company’s Share Accounts for that type of Eligible Loanan amount equal to such deficiency.
Appears in 1 contract
Sources: Loan and Security Agreement (Ministry Partners Investment Company, LLC)
Principal Payments. (a) Borrower must pay Lender the The outstanding unpaid principal amount of all Warehousing Advances on the Warehousing Maturity shall be payable in full upon Termination Date.
(b) Except as otherwise provided The Company shall have the right to prepay the outstanding Advances in Section 3.1whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty, subject to the Company’s obligation to pay the Non-Usage Fee pursuant to Section 2.8 hereof.
(c) Borrower must The Company shall be obligated to pay to Lenderthe Agent on behalf of the Lenders, without the necessity of prior demand or Notice notice from the Agent or any Lender, and Borrower the Company authorizes Lender the Agent on behalf of the Lenders to cause charge the Funding Bank to charge BorrowerAccount or any other accounts of the Company (excluding any monies held by Company in trust for third parties) in Agent’s Operating Account for, possession for the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage Loan upon the earliest occurrence of any of the following events:
(1) One The expiration of ninety (190) days from the date of any Advance for any Mortgage Loan (excluding Aged Mortgage Loans, HELOC Mortgage Loans, and Repurchased Mortgage Loans);
(2) The expiration of sixty (60) days from the date of any Advance for any HELOC Mortgage Loan (excluding Aged Mortgage Loans);
(3) The expiration of one hundred eighty (180) days from the date of any Advance for any Repurchased Mortgage Loan;
(4) The expiration of thirty (30) days from the date the Mortgage Loan was delivered to an Investor for examination and purchase, without the purchase being made, or upon rejection of the Mortgage Loan as unsatisfactory by an Investor and without such Mortgage Loan being redelivered by such Investor to the Agent and continuing thereafter to qualify as an Eligible Mortgage Loan hereunder;
(5) The expiration of forty-five (45) days from the date Mortgage Loan is delivered to the certificating custodian acceptable to the Agent for the issuance of a Mortgage-backed Security;
(6) The expiration of five (5) Business Day elapses Days from the date a Warehousing Wet Settlement Advance was made without receipt of all Collateral Documents relating to such Mortgage Loan, or such Collateral Documents, upon examination by the Agent, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment;
(7) The expiration of ten (10) calendar days from the date a Collateral Document in connection with such Mortgage Loan was delivered to the Company for correction or completion, without being returned to the Agent, corrected or completed;
(8) The Mortgage Loan is not or ceases to be an Eligible Mortgage Loan;
(9) The expiration of three (3) Business Days after the date on which the related Purchase Commitment, if any, expires, is terminated or otherwise canceled or no longer in full force and effect and the specific Mortgage Loan was not delivered under the Purchase Commitment prior to such termination, expiration or cancellation; and
(10) Upon sale of the Mortgage Loan. Upon receipt of such payment by the Agent, such Mortgage Loans or Mortgage-backed Securities shall be considered to have been redeemed from pledge, and the Collateral Documents relating thereto which have not been delivered to the Investor or the pool custodian or pool trustee shall be released by the Agent to the Company.
(d) With respect to each Aged Mortgage Loan, the Company shall be obligated to pay to the Agent on behalf of the Lenders without the necessity of prior demand or notice from Agent or any Lender (and the Company authorizes the Agent to charge the Funding Account or any other accounts of the Company [excluding monies held by the Company in trust for third parties] in Agent’s possession for the payment thereof) the principal payments in the amounts and on the dates specified below:
(1) On the date a Pledged Mortgage becomes an Aged Mortgage Loan, a principal payment in an amount necessary to reduce the outstanding unpaid Advances against such Aged Mortgage Loan to be funded by that Warehousing Advance is not closed and funded.an amount equal to ninety percent (90%) of the Collateral Value of such Aged Mortgage Loan as of such date;
(2) Ten Thirty (1030) Business Days elapse without days following the return date a Pledge Mortgage becomes an Aged Mortgage Loan, a principal payment in an amount necessary to reduce the outstanding unpaid Advances against such Aged Mortgage Loan to an amount equal to eighty percent (80%) of a the Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.Value of such Aged Mortgage Loan as of such date;
(3) On Sixty (60) days following the date on which a Pledged Pledge Mortgage becomes an Aged Mortgage Loan, a principal payment in an amount necessary to reduce the outstanding unpaid Advances against such Aged Mortgage Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise an amount equal to be subject to fraud, whether or not Borrower had knowledge seventy percent (70%) of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more Collateral Value of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.such Aged Mortgage Loan as of such date;
(4) On Ninety (90) days following the date the Pledged Loan or a Lien prior Pledge Mortgage becomes an Aged Mortgage Loan, an amount equal to the Mortgage securing repayment balance of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible aggregate outstanding unpaid Advances against such Aged Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7e) If With respect to each Repurchased Mortgage Loan that is a Pledged Mortgage, Company shall pay to the Lender a monthly mandatory principal payment equal to five percent (5%) of the original Advance made against such Repurchased Mortgage Loan commencing thirty (30) days after the date of such original Advance against such Repurchased Mortgage Loan and every thirty (30) days thereafter until one hundred eighty (180) days from the date of such original Advance against such Repurchased Mortgage Loan when the entire principal balance of all Advances outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible such Repurchased Mortgage Loan exceed the aggregate Purchase Commitments for that type of Eligible Loanshall be immediately due and payable.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Sirva Inc)
Principal Payments. Except where evidenced by notes or other instruments issued or made by Borrower to FINOVA specifically containing payment provisions which are in conflict with this Section 2.10 (ain which event the conflicting provisions of said notes or other instruments shall govern and control), that portion of the Obligations consisting of principal payable on account of Loans shall be payable by Borrower to FINOVA immediately upon the earliest of (i) the receipt by FINOVA or Borrower must pay Lender of any proceeds of any of the outstanding principal amount Collateral, to the extent of all Warehousing Advances said proceeds, (ii) the occurrence of an Event of Default in consequence of which FINOVA elects to accelerate the maturity and payment of such loans, or (iii) any termination of this Agreement pursuant to Section 9.2 hereof; provided, however, that any Overadvance or Overline shall be payable on demand pursuant to the Warehousing Maturity Date.
provisions of Section 2.3 hereof. Collections. Until FINOVA notifies Borrower to the contrary and except with respect to the DDN Receivables (b) Except as otherwise provided in Section 3.1defined below), Borrower may prepay make collection of all Receivables for FINOVA by directing all account debtors, Payors and other third parties to remit all payments owing to Borrower to lockboxes subject to a Lock Box Agreement in favor of FINOVA (a "Lockbox") and/or a Holding Account. With respect to Receivables arising through sales of goods fulfilled by DDN (or any portion replacement thereto reasonably acceptable to FINOVA) under the DDN Distribution Agreement (or any replacement thereto reasonably acceptable to FINOVA) as to which DDN (or any such replacement thereof) is obligated to ▇▇▇▇ and collect as Borrower's agent (the "DDN Receivables"), if any, Borrower shall cause DDN (or any such replacement thereof) to remit all payments received from all account debtors directly to a Lockbox and/or to a Holding Account. In the event Borrower shall nevertheless directly receive any payments or other financial proceeds of any Collateral (other than for Governmental Receivables), Borrower shall receive all payments in trust for FINOVA and immediately deliver all payments to FINOVA in their original form as set forth below, duly endorsed in blank or cause the Warehousing Advances without premium same to be deposited into a Holding Account and/or a Dominion Account or penalty Blocked Account. FINOVA or its designee may, at any time.
, notify account debtors (cother than Payors of Governmental Receivables) Borrower must pay that the Receivables have been assigned to Lender, without the necessity FINOVA and of prior demand or Notice from LenderFINOVA's security interest therein, and may collect the Receivables (other than any Governmental Receivable, unless pursuant to a valid court order) directly and charge the collection costs and expenses to Borrower's loan account. Borrower authorizes Lender agrees that, in computing the charges under this Agreement, all items of payment shall be deemed applied by FINOVA on account of the Obligations two (2) Business Days after receipt by FINOVA of good funds which have been finally credited to cause FINOVA's account, whether such funds are received directly from Borrower or from the Funding Bank Blocked Account bank or the Dominion Account bank, pursuant to charge Section 2.10(c) hereof, and this provision shall apply regardless of the amount of the Obligations outstanding or whether any Obligations are outstanding; provided, that if any such good funds are received after 12:00 p.m. noon (Los Angeles time) on any Business Day or at any time on any day not constituting a Business Day, such funds shall be deemed received on the immediately following Business Day. FINOVA is not, however, required to credit Borrower’s Operating Account for, 's account for the amount of any item of payment which is unsatisfactory to FINOVA in its Permitted Discretion and FINOVA may charge Borrower's loan account for the amount of any item of payment which is returned to FINOVA unpaid. Establishment of a Blocked Account or Dominion Account. Unless Borrower shall be otherwise directed by FINOVA in writing and except with respect to Governmental Receivables, Borrower shall cause all proceeds of Collateral to be deposited into one or more Holding Accounts from which Borrower shall each Business Day, cause such amounts on deposit therein to be remitted to a Blocked Account or Dominion Account for the benefit of FINOVA, which amounts, unless otherwise provided herein, shall be applied in payment of the Obligations as provided for herein; provided that if the outstanding Warehousing Advance balance of Obligations (other than the principal balance of Revolving B Credit Loans) shall be less than $100,000 and no Event of Default shall have occurred and be outstanding, Borrower need not remit such funds to FINOVA and may instead transfer such funds to any other account of Borrower. Except with respect to Governmental Receivables, all funds deposited in a Blocked Account or Dominion Account shall immediately become the sole property of FINOVA and Borrower shall obtain the agreement by such bank to waive any offset rights against a specific Pledged Asset upon the earliest occurrence funds so deposited. FINOVA assumes no responsibility for any Blocked Account or Dominion Account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Alternatively, FINOVA may establish one or more Dominion Accounts and Borrower shall, as and when required herein, deposit all proceeds of Receivables and all cash proceeds of any sale of any other Collateral, or cause same to be deposited, in kind, in such Dominion Accounts of FINOVA in lieu of depositing same to Blocked Accounts, and all such funds shall be applied by FINOVA to the Obligations as provided herein. Governmental Receivables. It is the intent of the parties to comply with the laws and regulations of the United States under (i) 42 U.S.C. 1395u(b)(6) in connection with Medicare, (ii) 42 U.S.C. 1396a(a)(32) in connection with Medicaid, and (iii) 32 CFR 199.1 et. seq. in connection with CHAMPUS, and any other provisions affecting Governmental Receivables. Accordingly, it is agreed that, notwithstanding any provisions to the contrary in this Agreement or in any of the following events:
(1) One (1) Business Day elapses from Loan Documents, in no event shall this Agreement or the date a Warehousing Advance was made if Loan Documents require any pledge, action or other conduct to the Pledged Loan to be funded by that Warehousing Advance is not closed and funded.
(2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge extent they are violative of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations aforementioned laws and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9regulations.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Appears in 1 contract
Sources: Loan and Security Agreement (Sangstat Medical Corp)
Principal Payments. (a) Borrower must pay Lender the The outstanding unpaid principal amount of all Warehousing Advances shall be payable in full on the Warehousing Maturity DateOctober 15, 2000.
(b) Except as otherwise provided The Company shall have the right to prepay the outstanding Advances in Section 3.1whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty.
(c) Borrower must The Company shall be obligated to pay to Lenderthe Administrative Agent, on behalf of Lenders, without the necessity of prior demand or Notice notice from the Administrative Agent or any Lender, (and Borrower the Company authorizes Lender the Administrative Agent on behalf of the Lenders to cause charge the Funding Bank to charge Borrower’s Operating Account or any other accounts of the Company [excluding any monies held by Company in trust for third parties] in Administrative Agent's possession for, ) the amount of any outstanding Warehousing Advance against a specific Pledged Asset any Collateral upon the earliest occurrence of any of the following events:
(1) One The expiration of ninety (190) days from the date any Mortgage Loan was originally pledged as Collateral, excluding Aged Mortgage Loans, Construction Mortgage Loans, Past Due Loans, Foreclosure Mortgage Loans, Repurchased Mortgage Loans, and Delinquent Loans;
(2) The expiration of forty-five (45) days from the date any Mortgage Loan was delivered to an Investor for examination and purchase, without the purchase being made, or upon rejection of the Mortgage Loan as unsatisfactory by an Investor and without such Mortgage Loan being redelivered by such Investor to the Lender and continuing thereafter to qualify as an Eligible Mortgage Loan hereunder;
(3) The expiration of forty-five (45) days from the date Mortgage Loan is delivered to the certificating custodian acceptable to the Administrative Agent for the issuance of a Mortgage-backed Security;
(4) The expiration of seven (7) Business Day elapses Days from the date a Warehousing Wet Advance was made if without receipt of all Collateral Documents relating to any Mortgage Loan funded by a Warehouse Advance, or such Collateral Documents, upon examination by the Pledged Administrative Agent, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment;
(5) The expiration of ten (10) calendar days from the date a Collateral Document in connection with any Mortgage Loan included in Collateral was delivered to the Company for correction or completion, without being returned to the Administrative Agent, corrected or completed;
(6) Any Mortgage Loan included in Collateral is foreclosed, except for Eligible Foreclosure Mortgage Loans;
(7) Any Mortgage Loan included in Collateral ceases to be or is not an Eligible Mortgage Loan, an Eligible Construction Mortgage Loan, an Eligible Past Due Loan, an Eligible Delinquent Loan, an Eligible Foreclosure Mortgage Loan, or an Eligible Repurchased Mortgage Loan;
(8) Upon sale of any Collateral;
(9) Payment of any Lien prior to a Second Mortgage Loan is delinquent for a period of thirty (30) days or more; and
(10) The expiration of three hundred sixty (360) days from the date of any Repurchased Advance or Foreclosure Advance against any Collateral that support such Advances. Upon receipt of such payment by the Administrative Agent, such Collateral shall be considered to have been redeemed from pledge, and the Collateral Documents, relating thereto which have not been delivered to an Investor or the pool custodian or pool trustee, as the case may be, shall be released by the Administrative Agent to the Company. Administrative Agent shall endeavor to provide written notice to the Company of any charging against the Funding Account pursuant to Section 2.5(c) of this Agreement, provided that Administrative Agent shall not be obligated to provide such notice as a condition precedent to debiting against the Funding Account in accordance with Section 2.5(c) of this Agreement and the failure to provide such notice shall not subject the Administrative Agent to any claim for damages by the Company.
(d) With respect to each Aged Mortgage Loan that is an A Credit Mortgage Loan, a Subprime Mortgage Loan, or a Manufactured Home Loan, the Company shall be obligated to pay to the Administrative Agent on behalf of the Lenders without the necessity of prior demand or notice from Administrative Agent or any Lender (and the Company authorizes the Administrative Agent to charge the Funding Account or any other accounts of the Company [excluding monies held by the Company in trust for third parties] in Administrative Agent's possession for the payment thereof) the principal payments in the amounts and on the dates specified below:
(1) On the date such Mortgage Loan becomes an Aged Mortgage Loan, a principal payment in an amount necessary to reduce the outstanding unpaid Advances against such Aged Mortgage Loan to be funded by that Warehousing Advance is not closed and funded.an amount equal to ninety percent (90%) of the Collateral Value of such Aged Mortgage Loan as of such date
(2) Ten On the date which is thirty-one (1031) Business Days elapse without days from the return date such Mortgage Loan became an Aged Mortgage Loan, a principal payment in an amount necessary to reduce the outstanding unpaid Advances made against such Aged Mortgage Loan to an amount equal to eighty percent (80%) of a the Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.Value of such Aged Mortgage Loan as of such date;
(3) On the date on which is sixty-one (61) days from the date such Mortgage Loan became an Aged Mortgage Loan, a Pledged principal payment in an amount necessary to reduce the outstanding unpaid Advances against such Aged Mortgage Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise an amount equal to be subject to fraud, whether or not Borrower had knowledge seventy percent (70%) of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more Collateral Value of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.such Aged Mortgage Loan as of such date;
(4) On the date which is one hundred fifty-one (151) days from the Pledged date such Mortgage Loan or a Lien prior became an Aged Mortgage Loan, an amount equal to the Mortgage securing repayment balance of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible aggregate outstanding unpaid Advances against such Aged Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7e) If With respect to each Aged Mortgage Loan that is a Second Mortgage Loan (including a High LTV Second Mortgage Loan), the Company shall be obligated to pay to the Administrative Agent on behalf of the Lenders, without necessity of prior demand or notice from Administrative Agent or any Lender (and the Company authorizes the Administrative Agent on behalf of the Lenders to charge the Funding Account or any other accounts of the Company [excluding monies held by the Company in trust for third parties] in Administrative Agent's possession for the payment thereof) the principal payments in the amounts and on the dates specified below:
(1) On the date such Mortgage Loan becomes an Aged Mortgage Loan, a principal payment in an amount necessary to reduce the outstanding Warehousing unpaid Advances against Pledged Loans such Aged Mortgage Loan to an amount equal to eighty percent (80%) of the Collateral Value of such Aged Mortgage Loan as of such date
(2) On the date which is thirty-one (31) days from the date such Mortgage Loan became an Aged Mortgage Loan, a specific type principal payment in an amount necessary to reduce the outstanding unpaid Advances made against such Aged Mortgage Loan to an amount equal to seventy percent (70%) of Eligible the Collateral Value of such Aged Mortgage Loan exceed as of such date;
(3) On the date which is sixty-one (61) days from the date such Mortgage Loan became an Aged Mortgage Loan, a principal payment in an amount necessary to reduce the outstanding unpaid Advances against such Aged Mortgage Loan to an amount equal to sixty percent (60%) of the Collateral Value of such Aged Mortgage Loan as of such date;
(4) On the date which is one hundred fifty-one (151) days from the date such Mortgage Loan became an Aged Mortgage Loan, an amount equal to the balance of the aggregate Purchase Commitments for that type of Eligible outstanding unpaid Advances against such Aged Mortgage Loan.
(f) With respect to each Aged Mortgage Loan that is a Construction Mortgage Loan, the Company shall be obligated to pay to the Administrative Agent on behalf of the Lenders, without the necessity of prior demand or notice from Administrative Agent or any Lender, (and the Company authorizes the Administrative Agent to charge the Funding Account or any other accounts of the Company [excluding monies held by the Company in trust for third parties] in Administrative Agent's possession for the payment thereof) the principal payments in the amounts and on the dates specified below:
(1) On the date such Mortgage Loan becomes an Aged Mortgage Loan, a principal payment in an amount necessary to reduce the outstanding unpaid Advances against such Mortgage Loan to an amount equal to sixty-five percent (65%) of the Collateral Value of such Mortgage Loans as of such date;
(2) On the date such Mortgage Loan has been included in the Collateral for five hundred forty (540) days (computed from the date it was originally pledged as Collateral), an amount equal to the balance of the aggregate outstanding unpaid Advances against such Construction Mortgage Loan.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (Nab Asset Corp)
Principal Payments. (a) Borrower must pay Lender the The outstanding principal amount of all Warehousing Advances on shall be payable in full upon the Warehousing Stated Maturity Date.
(b) Except as otherwise provided The Company shall have the right to prepay the outstanding Advances in Section 3.1whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty.
(c) Borrower must All payments of outstanding Advances from the proceeds of the sale or other disposition of Pledged Mortgages and Pledged Securities shall be paid directly by the Investor to the Cash Collateral Account to be applied against the Obligations.
(d) The Company shall be obligated to pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Company authorizes the Lender to cause the Funding Bank to charge Borrower’s Operating Account the Company's account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage, upon the earliest occurrence of any of the following events:
(1) One hundred eighty (1180) Business Day elapses days elapse from the date a of the Existing Warehousing Advance was made if by the Lender against such Pledged Loan to be funded by that Warehousing Advance Mortgage, whether or not such Pledged Mortgage is not closed and fundedincluded in an Eligible Mortgage Pool.
(2) Forty-five (45) days elapse from the date the Pledged Mortgage was delivered to an Investor for examination and purchase, without the purchase being made, or upon rejection of the Pledged Mortgage as unsatisfactory by an Investor.
(3) Ten (10) Business Days elapse without from the return of date a Collateral Document was delivered by Lender to Borrower the Company for correction or completion under a Trust Receipt for correction or completion.
(3) On Receipt, without being returned to the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the The Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 thirty (30) days or more.
(5) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment and the specific Pledged Mortgage was not delivered under the Purchase Commitment prior to such mandatory delivery date, or the Purchase Commitment is terminated; unless in either case, such Pledged Mortgage is eligible for delivery to an Investor under a comparable Purchase Commitment acceptable to the Lender.
(6) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged LoanMortgage.
(7) If the outstanding Warehousing Pledged Mortgage is included in a Mortgage Pool, then, if the Mortgage Pool is an Eligible Mortgage Pool, upon sale of the Mortgage-backed Security, or if the Mortgage Pool is not an Eligible Mortgage Pool, within two (2) Business Days after delivery of the Pledged Mortgages to the pool custodian.
(e) The Company shall then give Notice to the Lender (telephonically, to be followed by written notice) of the Pledged Mortgages or Pledged Securities for which proceeds have been received. Upon receipt of such Notice the Advances against such Pledged Mortgages or Pledged Securities shall be repaid and such Pledged Mortgages or Pledged Securities shall be considered to have been redeemed from pledge. The Lender is entitled to rely upon the Company's affirmation that deposits in the Cash Collateral Account represent payment from Investors for the purchase of Pledged Mortgages or Pledged Securities as specified by the Company. In the event that the payment from an Investor for the purchase of Pledged Mortgages or Pledged Securities is less than the outstanding Advances against such Pledged Mortgages or the Mortgage Loans backing Pledged Securities, the Lender is authorized to cause the Funding sank to charge the Company~s account for an amount equal to such deficiency. Provided no Default or Event of a specific type of Eligible Loan exceed Default exists, the aggregate Purchase Commitments Lender shall return any excess payment from an Investor for that type of Eligible LoanPledged Mortgages or Pledged Securities to the Company.
Appears in 1 contract
Sources: Gestation Warehousing Credit and Security Agreement (Finet Holdings Corp)
Principal Payments. (a) Borrower must pay Lender the The outstanding principal amount of all Warehousing Advances shall be payable in full on the Warehousing Maturity Date.
(b) Except as otherwise provided The Company shall have the right to prepay the outstanding Advances in Section 3.1whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty.
(c) Borrower must The Company shall pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Company authorizes the Lender to cause the Funding Bank to charge Borrower’s the Company's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage, upon the earliest occurrence of any of the following events:
(1) One (1) Business Day elapses from the date a Warehousing an Advance was made if and the Pledged Loan Mortgage which was to be have been funded by that Warehousing such Advance is not closed and funded.
(2) Ten (10) Business Days elapse without from the return of date a Collateral Document was delivered by Lender to Borrower the Company for correction or completion under a Trust Receipt for correction or completionReceipt, if such Collateral Document has not been returned to the Lender.
(3) On the date on which a Pledged Loan Mortgage is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraudinformation, whether or not Borrower the Company had knowledge of the misrepresentation, incomplete such misrepresentation or incorrect information or fraud, on the date on which Borrower the Company knows, or has reason to know, or receives Notice notice from the Lender, that (A) one or more of the representations and warranties set forth in Article 9 Section 5.15 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon If the saleoutstanding Advances against Pledged Mortgages of a specific Mortgage Loan type, other than an Unimproved Mortgage Loan, exceed the aggregate Purchase Commitments for such Mortgage Loan type. 54
(6) For a Mortgage Loan covered by a Purchase Commitment at the time pledged hereunder, 3 Business Days after the mandatory delivery date of the related Purchase Commitment and the specific Pledged Mortgage or the Pledged Security backed thereby was not delivered under the Purchase Commitment prior to such mandatory delivery date, or the Purchase Commitment is terminated; unless in each case, such Pledged Mortgage or Pledged Security is eligible for delivery to an Investor under a comparable Purchase Commitment acceptable to the Lender.
(7) Upon sale or other disposition or prepayment of any the Pledged Asset Mortgage or, with respect to if a Pledged Loan Mortgage is included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(68) For a Construction/Perm Mortgage Loan, a lien is filed against the premises and not removed within 15 days of the filing, or an inspection report indicates that the improvements to the premises encumbered by the Pledged Mortgage are not being constructed in accordance with the approved plans and specifications.
(d) One Upon Notice to the Company by the Lender, the Company shall pay to the Lender, and the Company authorizes the Lender to cause the Funding Bank to charge the Company's Operating Account for, the amount of any outstanding Advance against a specific Pledged Mortgage upon the earliest occurrence of any of the following events:
(1) Business Day immediately preceding For any Pledged Mortgage, the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged LoanWarehouse Period elapses.
(2) On the date the payment of a Lien prior to a Pledged Mortgage is delinquent for a period of 60 days.
(3) Forty-five (45) days elapse from the date the Pledged Mortgage was delivered to an Investor or an Approved Custodian for examination and purchase or inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of the Pledged Mortgage as unsatisfactory by an Investor or an Approved Custodian.
(4) Seven (7) If Business Days elapse from the date a Wet Settlement Advance was made without receipt by the Lender of all Collateral Documents relating to such Pledged Mortgage, or such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment.
(5) With respect to any Pledged Mortgage, any of the items described in Section 2.2(d), upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment.
(e) The outstanding amount of any Advance made pursuant to Section 2.2(f) shall be payable in full within 1 Business Day after the date of such Advance. 55
(f) In addition to the payments required pursuant to Sections 2.5(d) and 2.5(e), if the principal amount of any Pledged Mortgage is prepaid in whole or in part while an Advance is outstanding against such Pledged Mortgage, the Company shall be obligated to pay to the Lender, without the necessity of prior demand or notice from the Lender, and the Company authorizes the Lender to cause the Funding Bank to charge the Company's Operating Account for the amount of such prepayment, to be applied to such Advance.
(g) The proceeds of the sale or other disposition of Pledged Mortgages and Pledged Securities shall be paid directly by the Investor to the Cash Collateral Account. The Company shall give Notice to the Lender (telephonically, to be followed by written notice) of the Pledged Mortgages or Pledged Securities for which proceeds have been received. Upon receipt of such Notice the Advances against such Pledged Mortgages or Pledged Securities shall be repaid from such proceeds and such Pledged Mortgages or Pledged Securities shall be considered to have been redeemed from pledge. The Lender is entitled to rely upon the Company's affirmation that deposits in the Cash Collateral Account represent payment from Investors for the purchase of Pledged Mortgages or Pledged Securities as specified by the Company. In the event that the payment from an Investor for the purchase of Pledged Mortgages or Pledged Securities is less than the outstanding Warehousing Advances against such Pledged Mortgages or the Mortgage Loans backing Pledged Securities, the Lender is authorized to cause the Funding Bank to charge the Company's Operating Account for an amount equal to such deficiency. Provided no Default or Event of a specific type of Eligible Loan exceed Default exists, the aggregate Purchase Commitments Lender shall return any excess payment from an Investor for that type of Eligible LoanPledged Mortgages or Pledged Securities to the Company.
Appears in 1 contract
Sources: Warehousing Credit and Security Agreement (U S Home Corp /De/)