Borrowing Requests. Each Borrowing Request shall identify ------------------ the Mortgage Loans which are to provide the Collateral Value necessary to support the requested Borrowing, the Agency Commitment pursuant to which the Mortgage Backed Securities to be backed by such Mortgage Loans are to be issued by FNMA or FHLMC or guaranteed by GNMA (such Agency Commitment being the Agency Commitment to which such Mortgage Loans have been "Allocated") and the Take-Out --------- Commitment pursuant to which such Mortgage Backed Securities are to be sold (such Take-Out Commitment being the Take-Out Commitment to which such Mortgage Backed Securities have been "Allocated") and shall be accompanied by: --------- (a) any Required Mortgage Documents with respect to such Mortgage Loans not then in the possession of Bank One (whether in its capacity as Agent under the Loan Agreement or otherwise); (b) a Loan Agreement Bailee Letter, duly executed by the Borrower and the Agent, or other evidence satisfactory to Bank One that such Mortgage Loans are not, or upon funding of the requested Borrowing will not be, subject to any Lien other than Permitted Liens; (c) a Release of Lien for such Agency Commitment and such Take-Out Commitment, duly executed by the Borrower and the Agent; and (d) the relevant Agency Forms, duly completed (but for certification by the Agency Custodian where applicable) and in sufficient quantity to satisfy applicable Agency requirements. The Borrower shall (x) hold in trust for Bank One, with respect to each such Mortgage Loan, the original recorded Mortgage relating to such Mortgage Loan, a mortgagee policy of title insurance (or binding and unexpired commitment to issue such insurance if the policy has not yet been delivered to the Borrower) insuring the Borrower's perfected, first-priority Lien created by the Mortgage securing such Mortgage Loan (subject only to exceptions permitted by the Agency obligated under the Agency Commitment to which such Mortgage Loan has been Allocated), any Appraisals and any insurance policies which relate to such Mortgage Loan, and all other original documents executed in connection with such Mortgage Loan and not delivered to Bank One and (y) upon request of Bank One, immediately deliver to Bank One such documents, together with an index specifically identifying each such document. Bank One in its reasonable discretion may reject as unsatisfactory any items so delivered by written notice to the Borrower specifying the reasons therefor, whereupon the Borrower agrees promptly to use all reasonable efforts to correct any defects therein identified by Bank One and whereupon any Pledged Mortgage Loan with respect to which any such defect may not be corrected and any Pledged Mortgage Loan with respect to which any such defect which may be corrected but for which such defect is not corrected within fifteen (15) days after the request for such correction by Bank One 197 shall have a Collateral Value of zero. For so long as the Loan Agreement remains in effect, simultaneously with the delivery of any Borrowing Request, the Borrower shall deliver to the Agent a Request for Release of Security Interest for processing in accordance with Section 3.12 of the Loan Agreement. ------------
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Sources: Uncommitted Gestation Financing Agreement (NVR Inc)
Borrowing Requests. Each (i) The Borrower Representative may request a Borrowing of Property Loans hereunder with respect to Properties that are Pending Advance Properties by submitting to the Administrative Agent, the Calculation Agent and the Diligence Agent a written notice (together with the notice referred to in Section 2.02(a)(ii) below, each an “Initial Borrowing Request”) substantially in the form of Exhibit H-1; provided, that the aggregate number of Initial Borrowing Requests (on an aggregate basis including Borrowing Requests in respect of Property Loans and Renovation Loans) shall not be more than one (1) during any calendar week. Upon receipt of an Initial Borrowing Request, the Administrative Agent shall request confirmation from the Diligence Agent of the items set forth in Section 2.02(a)(iv) in respect of each applicable Pending Advance Property, and further request such confirmation be provided by the Diligence Agent within three (3) Business Days of receipt of an Initial Borrowing Request.
(ii) The Borrower Representative may request a Borrowing of Renovation Loans hereunder with respect to the completed Scheduled Renovation Work for Converted Properties that are Stabilized Properties by submitting to the Administrative Agent, the Calculation Agent and the Diligence Agent a Borrowing Request substantially in the form of Exhibit H-2; provided, that (x) the aggregate number of Initial Borrowing Requests (on an aggregate basis including Borrowing Requests in respect of Property Loans and Renovation Loans) shall not be more than one (1) during any calendar week, (y) a Renovation Loan in respect of any Property may only be made once; and (z) the Borrowing Date in respect of any Renovation Loans and a Reserve Release Date shall occur on the same day in any calendar month. Upon receipt of an Initial Borrowing Request, the Administrative Agent shall request confirmation from the Diligence Agent of the items set forth in Section 2.02(a)(v) in respect of each applicable Pending Renovation Advance Property, and further request such confirmation be provided by the Diligence Agent within three (3) Business Days of receipt of an Initial Borrowing Request.
(iii) The Calculation Agent shall deliver to the Administrative Agent (or, if the Calculation Agent and the Administrative Agent are the same Person, shall be deemed to have delivered), within two (2) Business Days of receipt of an Initial Borrowing Request, a Preliminary Report setting forth the results of any applicable calculations required in connection with such Initial Borrowing Request. If no calculation exceptions are identified in such Preliminary Report, and no modifications of such Initial Borrowing Request are requested by (x) the Diligence Agent to reflect the results of its diligence review or (y) the Administrative Agent or the Calculation Agent, such Initial Borrowing Request shall identify ------------------ constitute a Final Borrowing Request and such Preliminary Report shall constitute a Final Report. If exceptions are identified in such Preliminary Report, or modifications are requested by the Mortgage Loans which Diligence Agent, the Administrative Agent or the Calculation Agent because the initial Borrowing Request is incomplete or contains miscalculations or other errors, the Borrower Representative shall submit a Modified Borrowing Request reflecting such requested modifications and the corrections of such exceptions to the Administrative Agent, the Calculation Agent, and the Diligence Agent, and the Calculation Agent shall generate a Modified Report based on such Modified Borrowing Request. If no calculation exceptions are identified in such Modified Report and no incompletions, miscalculations or other errors are identified in the Modified Borrowing Request, such Modified Borrowing Request shall constitute a Final Borrowing Request and such Modified Report shall constitute a Final Report. To the extent exceptions are identified in such Modified Report, the foregoing process shall be repeated until a Final Report is obtained. The Calculation Agent shall provide the Final Report relating to a Final Borrowing Request to the Administrative Agent and the Borrower Representative on the same Business Day such Final Report is generated; provided, if such Final Report is generated after 5:00 p.m. New York time on such Business Day, the Calculation Agent shall not be obligated to provide such Final Report to the Collateral Value necessary Administrative Agent or the Borrower Representative until the next Business Day. Promptly after its receipt of a Final Borrowing Request and by no later than three (3) Business Days prior to support the requested Borrowingproposed Borrowing Date, the Agency Commitment pursuant Administrative Agent shall deliver the Final Borrowing Request to which each Lender, together with the Mortgage Backed Securities to be backed by such Mortgage Loans are to be issued by FNMA or FHLMC or guaranteed by GNMA (such Agency Commitment being the Agency Commitment to which such Mortgage Loans have been "Allocated") Diligence Agent Certification and the Take-Out --------- Commitment pursuant Final Report described above. By no later than 4:00 p.m. (New York City time) one (1) Business Day prior to which such Mortgage Backed Securities are the proposed Borrowing Date, the Administrative Agent shall provide written instructions for the disbursement of funds to be sold (such Take-Out Commitment being the Take-Out Commitment to which such Mortgage Backed Securities have been "Allocated") and shall be accompanied by: ---------Paying Agent.
(aiv) any Required Mortgage Documents Upon receipt of an Initial Borrowing Request for Property Loans, the Administrative Agent shall request that the Diligence Agent confirm that (A) the Property File in respect of each Pending Advance Property that is subject to the related Borrowing Request has been reviewed and that there is no Deficiency with respect to such Mortgage Loans not then Property File, (B) the due diligence review in respect of each such Pending Advance Property that is subject of the related Borrowing Request has been completed, including confirmation by the Diligence Agent that it has reviewed the documentation required to be included in the possession Property File for each Pending Advance Property that is specified in items 3 through 5 of Bank One Schedule I and determined that the Eligible Property criteria set forth in items 1 and 2 of Schedule I have been satisfied with respect to each such Pending Advance Property, (whether in its capacity as Agent under the Loan Agreement or otherwise);
(bC) a Loan Agreement Bailee Letter, duly executed by the Borrower Broker Price Opinions and the Agent, or other evidence satisfactory to Bank One that such Mortgage Loans are not, or upon funding inspections for each of the requested Pending Advance Properties that are the subject of the related Borrowing will not beRequest have been ordered and satisfactorily completed, subject to any Lien other than Permitted Liens;
all at the Borrowers’ expense and (c) a Release of Lien for such Agency Commitment and such Take-Out Commitment, duly executed by the Borrower and the Agent; and
(dD) the relevant Agency FormsBPO Values and Scheduled Renovation Work, duly completed (but for certification by the Agency Custodian where if applicable) and in sufficient quantity to satisfy applicable Agency requirements. The Borrower shall (x) hold in trust for Bank One, with respect to each such Mortgage Loan, the original recorded Mortgage relating to such Mortgage Loan, a mortgagee policy of title insurance (or binding and unexpired commitment to issue such insurance if the policy has not yet been delivered Pending Advance Property that is subject to the Borrower) insuring related Borrowing Request have been determined. The Administrative Agent shall instruct the Borrower's perfected, first-priority Lien created by the Mortgage securing such Mortgage Loan (subject only Diligence Agent to exceptions permitted by the Agency obligated under the Agency Commitment to which such Mortgage Loan has been Allocated), any Appraisals and any insurance policies which relate to such Mortgage Loan, and all other original documents executed in connection with such Mortgage Loan and not delivered to Bank One and (y) upon request provide copies of Bank One, immediately deliver to Bank One such documents, together with an index specifically identifying each such document. Bank One in its reasonable discretion may reject as unsatisfactory any items so delivered by written notice Broker Price Opinion to the Borrower specifying Representative.
(v) Upon receipt of an Initial Borrowing Request for Renovation Loans, the reasons therefor, whereupon Administrative Agent shall request that the Borrower agrees promptly Diligence Agent confirm that (A) the Property File in respect of each Pending Renovation Advance Property that is subject to use all reasonable efforts to correct any defects therein identified by Bank One the related Borrowing Request has been reviewed and whereupon any Pledged Mortgage Loan that there is no Deficiency with respect to which such Property File, (B) the Completion Requirements in respect of each such Pending Renovation Advance Property are satisfied, (C) the due diligence review in respect of each such Pending Renovation Advance Property that is subject of the related Borrowing Request has been completed (it being understood and agreed that such due diligence review will be limited to matters necessary to determine whether such Pending Renovation Advance Property has satisfied the conditions set forth in clauses (a) and (b) of the definition of Stabilized Property), and (D) inspections for each of the Pending Renovation Advance Properties that are the subject of the related Borrowing Request, to the extent required under Section 3.03(g), have been ordered and satisfactorily completed, all at the Borrowers’ expense.
(vi) It is understood and agreed that any such defect modifications to any Initial Borrowing Request based on the findings of the Administrative Agent, the Calculation Agent or the Diligence Agent (including any modifications resulting from the BPO Reconciliation Process) following the review process set forth in this Section 2.02
(a) may not be corrected and any Pledged Mortgage Loan cause delays with respect to which any such defect which may be corrected but for which such defect is not corrected within fifteen (15) days after the request for such correction by Bank One 197 occurrence of a proposed Borrowing Date and neither the Administrative Agent, the Calculation Agent nor the Diligence Agent shall have a Collateral Value of zero. For so long as the Loan Agreement remains any liability relating in effect, simultaneously with the delivery of any Borrowing Request, the Borrower shall deliver way to the Agent a Request for Release of Security Interest for processing in accordance with Section 3.12 of the Loan Agreement. ------------such delay.
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Borrowing Requests. Each (a) US REVOLVING CREDIT BORROWING REQUESTS.
(1) Whenever a US Borrower desires to make a Borrowing of US Revolving Credit Loans hereunder, GUSAP or PASUG, as applicable (or, during any Non-GUSAP Funding Period, the requesting US Operating Borrower) shall give Advance Notice to the Administrative Agent in the form of a Borrowing Request, specifying, subject to the provisions hereof, (i) the aggregate principal amount of the US Revolving Credit Loans to be made pursuant to such Borrowing, (ii) the date of Borrowing (which shall be a Business Day), (iii) whether the Dollar Denominated Loans being made pursuant to such Borrowing are to be ABR Loans or LIBOR Loans, and (iv) in the case of LIBOR Loans, the Interest Period to be applicable thereto. During any GUSAP Funding Period, all US Revolving Credit Loans are to be made to GUSAP or PASUG, as applicable, for application in accordance with Section 2.4(b).
(2) The US Borrowers acknowledge and agree that availability of US Revolving Credit Loans hereunder shall be determined by reference to the individual US Borrowing Base of the US Operating Borrower to which any requested Borrowing shall be allocated in accordance with this Section 2.2(a)(2), notwithstanding that, during any GUSAP Funding Period, the US Borrower to which such requested Borrowing is originally advanced is GUSAP or PASUG. Accordingly, any Borrowing Request issued pursuant to this Section 2.2(a) shall, in addition to the information required to be specified above, also (i) specify the US Borrowing Base of the US Operating Borrower (the "APPLICABLE US OPERATING BORROWER") to which the requested Borrowing shall identify ------------------ the Mortgage Loans which are be allocated (and any such allocation shall be irrevocable), (ii) certify that, both before and after giving effect to provide the Collateral Value necessary to support the requested Borrowing, the Agency Commitment pursuant Allocated US Revolving Credit Exposure of the Applicable US Operating Borrower will not exceed the US Borrowing Base of such Applicable US Operating Borrower minus Availability Reserves applicable to which such Applicable US Operating Borrower, and (iii) be executed by a Responsible Officer of GUSAP or PASUG, as applicable, during any GUSAP Funding Period, or by the Mortgage Backed Securities Applicable US Operating Borrower during any Non-GUSAP Funding Period. In connection with a Borrowing Request under this Section 2.2(a), GUSAP or PASUG, as applicable, shall be entitled, at its election, to be backed by include in the US Borrowing Base for an Applicable US Operating Borrower all or a portion of the Canadian Availability at such Mortgage Loans are time, provided that such Borrowing Request (i) specifies that the Borrowers have elected to be issued by FNMA or FHLMC or guaranteed by GNMA include such Canadian Availability in a US Borrowing Base, (such Agency Commitment being ii) specifies the Agency Commitment US Borrowing Base to which such Mortgage Loans have been "Allocated"Canadian Availability is to be added, and (iii) specifies the amount of the Canadian Availability that is to be so added (and a copy of such Borrowing Request is delivered by GUSAP or PASUG, as applicable, to the Take-Out --------- Commitment Canadian Administrative Agent concurrently with its delivery to the Administrative Agent). Each of the Borrowers acknowledges and agrees that any allocation of Canadian Availability pursuant to which such Mortgage Backed Securities are to be sold (such Take-Out Commitment being the Take-Out Commitment to which such Mortgage Backed Securities have been "Allocated") and preceding sentence shall be accompanied by: ---------
(a) any Required Mortgage Documents with respect result in a concurrent reduction of the Canadian Borrowing Base in an amount equal to such Mortgage Loans not then in the possession of Bank One (whether in its capacity as Agent under the Loan Agreement or otherwise);
(b) a Loan Agreement Bailee Letter, duly executed by the Borrower and the Agent, or other evidence satisfactory to Bank One that such Mortgage Loans are not, or upon funding of the requested Borrowing will not be, subject to any Lien other than Permitted Liens;
(c) a Release of Lien for such Agency Commitment and such Take-Out Commitment, duly executed by the Borrower and the Agent; and
(d) the relevant Agency Forms, duly completed (but for certification by the Agency Custodian where applicable) and in sufficient quantity to satisfy applicable Agency requirements. The Borrower shall (x) hold in trust for Bank One, with respect to each such Mortgage Loan, the original recorded Mortgage relating to such Mortgage Loan, a mortgagee policy of title insurance (or binding and unexpired commitment to issue such insurance if the policy has not yet been delivered to the Borrower) insuring the Borrower's perfected, first-priority Lien created by the Mortgage securing such Mortgage Loan (subject only to exceptions permitted by the Agency obligated under the Agency Commitment to which such Mortgage Loan has been Allocated), any Appraisals and any insurance policies which relate to such Mortgage Loan, and all other original documents executed in connection with such Mortgage Loan and not delivered to Bank One and (y) upon request of Bank One, immediately deliver to Bank One such documents, together with an index specifically identifying each such document. Bank One in its reasonable discretion may reject as unsatisfactory any items so delivered by written notice to the Borrower specifying the reasons therefor, whereupon the Borrower agrees promptly to use all reasonable efforts to correct any defects therein identified by Bank One and whereupon any Pledged Mortgage Loan with respect to which any such defect may not be corrected and any Pledged Mortgage Loan with respect to which any such defect which may be corrected but for which such defect is not corrected within fifteen (15) days after the request for such correction by Bank One 197 shall have a Collateral Value of zero. For so long as the Loan Agreement remains in effect, simultaneously with the delivery of any Borrowing Request, the Borrower shall deliver to the Agent a Request for Release of Security Interest for processing in accordance with Section 3.12 of the Loan Agreement. ------------allocation.
Appears in 1 contract
Borrowing Requests. Each (i) The Borrower Representative may request a Borrowing of Property Loans hereunder with respect to Pending Advance Properties by submitting to the Administrative Agent, the Calculation Agent and the Diligence Agent a written notice (together with the notice referred to in Section 2.02(a)(ii) or 2.02(a)(iii) below, each, an “Initial Borrowing Request”) substantially in the form of Exhibit M-1; provided, that the aggregate number of Initial Borrowing Requests (on an aggregate basis including Borrowing Requests in respect of Property Loans and Renovation Loans) in any calendar week and in any calendar month may not exceed the Maximum Number of Borrowing Requests. Upon receipt of an Initial Borrowing Request, the Administrative Agent shall request confirmation from the Diligence Agent of the items set forth in Section 2.02(a)(iv) in respect of each applicable Pending Advance Property, which confirmation shall be provided by the Diligence Agent within three (3) Business Days of receipt of an Initial Borrowing Request. The Calculation Agent shall deliver to the Administrative Agent, within three (3) Business Days of receipt of an Initial Borrowing Request, a Preliminary Report setting forth the results of any applicable calculations required in connection with such Initial Borrowing Request. If no exceptions are identified in such Preliminary Report, and no modifications of such Initial Borrowing Request are requested by (x) the Diligence Agent to reflect the results of its diligence review or (y) the Administrative Agent, such Initial Borrowing Request shall identify ------------------ constitute a Final Borrowing Request and such Preliminary Report shall constitute a Final Report. If exceptions are identified in such Preliminary Report, or modifications are requested by the Mortgage Loans which Diligence Agent or the Administrative Agent, the Borrower Representative shall submit a Modified Borrowing Request reflecting such requested modifications and the corrections of such exceptions to the Administrative Agent, the Calculation Agent, and the Diligence Agent, and the Calculation Agent shall generate a Modified Report based on such Modified Borrowing Request. If no exceptions are identified in such Modified Report, such Modified Borrowing Request shall constitute a Final Borrowing Request and such Modified Report shall constitute a Final Report. To the extent exceptions are identified in such Modified Report, the foregoing process shall be repeated until a Final Report is obtained. The Calculation Agent shall provide the Final Report relating to a Final Borrowing Request to the Administrative Agent and the Borrower Representative on the same Business Day such Final Report is generated; provided, if such Final Report is generated after 5:00 p.m. New York time on such Business Day, the Calculation Agent shall not be obligated to provide such Final Report to the Collateral Value necessary Administrative Agent or the Borrower Representative until the next Business Day. Promptly after its receipt of a Final Borrowing Request by no later than three (3) Business Days prior to support the requested Borrowingproposed Borrowing Date, the Agency Commitment pursuant Borrower Representative shall submit a copy of each such Final Borrowing Request to which the Mortgage Backed Securities Administrative Agent for delivery to be backed by such Mortgage Loans are to be issued by FNMA or FHLMC or guaranteed by GNMA (such Agency Commitment being each Lender, together with the Agency Commitment to which such Mortgage Loans have been "Allocated") Diligence Agent Certification and the Take-Out --------- Commitment pursuant Final Report described above. By no later than 4:00 p.m. (New York City time) one (1) Business Day prior to the proposed Borrowing Date, the Administrative Agent shall provide written instructions for the disbursement of funds to the Paying Agent.
(ii) The Borrower Representative may request a Borrowing of Renovation Loans hereunder with respect to the completed Scheduled Renovation Work for Converted Properties and Conformed Properties that are Stabilized Properties by submitting to the Administrative Agent, the Calculation Agent and the Diligence Agent a Borrowing Request substantially in the form of Exhibit M-2; provided, that (x) the aggregate number of Initial Borrowing Requests (on an aggregate basis including Borrowing Requests in respect of Property Loans and Renovation Loans) in any calendar week and in any calendar month may not exceed the Maximum Number of Borrowing Requests; (y) a Renovation Loan in respect of any Property may only be made once; and (z) the Borrowing Date in respect of any Renovation Loans and a Reserve Release Date shall occur on the same day in any calendar month. Upon receipt of an Initial Borrowing Request, the Administrative Agent shall request confirmation from the Diligence Agent of the items set forth in Section 2.02(a)(v) in respect of each applicable Pending Renovation Advance Property, which such Mortgage Backed Securities are to be sold (such Take-Out Commitment being the Take-Out Commitment to which such Mortgage Backed Securities have been "Allocated") and confirmation shall be accompanied by: ---------provided by the Diligence Agent within three (3) Business Days of receipt of an Initial Borrowing Request. The Calculation Agent shall deliver to the Administrative Agent, within three (3) Business Days of receipt of an Initial Borrowing Request, a Preliminary Report setting forth the results of any applicable calculations required in connection with such Initial Borrowing Request. If no exceptions are identified in such Preliminary Report, and no modifications of such Initial Borrowing Request are requested by (x) the Diligence Agent to reflect the results of its diligence review or (y) the Administrative Agent, such Initial Borrowing Request shall constitute a Final Borrowing Request and such Preliminary Report shall constitute a Final Report. If exceptions are identified in such Preliminary Report, or modifications are requested by the Diligence Agent or the Administrative Agent, the Borrower Representative shall submit a Modified Borrowing Request reflecting such requested modifications and the corrections of such exceptions to the Administrative Agent, the Calculation Agent, and the Diligence Agent, and the Calculation Agent shall generate a Modified Report based on such Modified Borrowing Request. If no exceptions are identified in such Modified Report, such Modified Borrowing Request shall constitute a Final Borrowing Request and such Modified Report shall constitute a Final Report. To the extent exceptions are identified in such Modified Report, the foregoing process shall be repeated until a Final Report is obtained. The Calculation Agent shall provide the Final Report relating to a Final Borrowing Request to the Administrative Agent and the Borrower Representative on the same Business Day such Final Report is generated; provided, if such Final Report is generated after 5:00 p.m. New York time on such Business Day, the Calculation Agent shall not be obligated to provide such Final Report to the Administrative Agent or the Borrower Representative until the next Business Day. Promptly after its receipt of a Final Borrowing Request by no later than three (3) Business Days prior to the proposed Borrowing Date, the Borrower Representative shall submit a copy of each such Final Borrowing Request to the Administrative Agent for delivery to each Lender, together with the Diligence Agent Certification and the Final Report. By no later than 4:00 p.m. (New York City time) one (1) Business Day prior to the proposed Borrowing Date, the Administrative Agent shall provide written instructions for the disbursement of funds to the Paying Agent.
(aiii) any Required Mortgage Documents [Reserved].
(iv) Upon receipt of an Initial Borrowing Request for Property Loans, the Administrative Agent shall request that the Diligence Agent confirm that (A) the Property File in respect of each Pending Advance Property that is subject to the related Borrowing Request has been reviewed and that there is no Deficiency with respect to such Mortgage Loans not then Property File, (B) the due diligence review in respect of each such Pending Advance Property that is subject to the related Borrowing Request has been completed, including, without limitation, confirmation by the Diligence Agent that it has reviewed the documentation required to be included in the possession Property File for each Pending Advance Property that is specified in items 3 through 5 of Bank One (whether Schedule I-A or Schedule I-B, as applicable, and determined that the Eligible Property criteria set forth in its capacity items 1 and 2 of Schedule I-A or the Non-Conforming Property criteria set forth in item 1 of Schedule I-B, as Agent under the Loan Agreement or otherwise);
(b) a Loan Agreement Bailee Letterapplicable, duly executed by the Borrower and the Agent, or other evidence satisfactory to Bank One that such Mortgage Loans are not, or upon funding of the requested Borrowing will not be, subject to any Lien other than Permitted Liens;
(c) a Release of Lien for such Agency Commitment and such Take-Out Commitment, duly executed by the Borrower and the Agent; and
(d) the relevant Agency Forms, duly completed (but for certification by the Agency Custodian where applicable) and in sufficient quantity to satisfy applicable Agency requirements. The Borrower shall (x) hold in trust for Bank One, have been satisfied with respect to each such Mortgage LoanPending Advance Property, (C) Broker Price Opinions and inspections for each of the Pending Advance Properties that are the subject to the related Borrowing Request have been ordered and satisfactorily completed, all at the Borrowers’ expense, and (D) the BPO Values and Scheduled Renovation Work, if applicable, in respect of each Pending Advance Property that is subject to the related Borrowing Request have been determined. The Administrative Agent shall cause the Diligence Agent to provide copies of each Broker Price Opinion to the Equity Owner and the Lenders.
(v) Upon receipt of an Initial Borrowing Request for Renovation Loans, the original recorded Mortgage relating Administrative Agent shall request that the Diligence Agent confirm that (A) the Property File in respect of each Pending Renovation Advance Property that is subject to the related Borrowing Request has been reviewed and that there is no Deficiency with respect to such Mortgage LoanProperty File, a mortgagee policy of title insurance (or binding and unexpired commitment to issue B) the related Completion Requirements Certificate for each such insurance if the policy has not yet been delivered Pending Renovation Advance Property that is subject to the Borrower) insuring the Borrower's perfected, first-priority Lien created by the Mortgage securing such Mortgage Loan (subject only to exceptions permitted by the Agency obligated under the Agency Commitment to which such Mortgage Loan related Borrowing Request has been Allocatedreviewed and that the Completion Requirements in respect of each such Pending Renovation Advance Property are satisfied, (C) the due diligence review in respect of each such Pending Renovation Advance Property that is subject of the related Borrowing Request has been completed (it being understood and agreed that such due diligence review will be limited to matters necessary to determine whether such Pending Renovation Advance Property has become a Stabilized Property), any Appraisals and any insurance policies which relate (D) inspections for each of the Pending Renovation Advance Properties that are the subject of the related Borrowing Request, to such Mortgage Loanthe extent required under Section 3.03(g), have been ordered and satisfactorily completed, all other original documents executed at the Borrowers’ expense.
(vi) It is understood and agreed that (x) the Borrower Representative may modify the Initial Borrowing Request based on the findings of the Administrative Agent, the Calculation Agent and the Diligence Agent following the review process set forth in connection with such Mortgage Loan and not delivered to Bank One this Section 2.02(a) and (y) upon request of Bank One, immediately deliver to Bank One such documents, together with an index specifically identifying each such document. Bank One in its reasonable discretion findings and modifications may reject as unsatisfactory any items so delivered by written notice to the Borrower specifying the reasons therefor, whereupon the Borrower agrees promptly to use all reasonable efforts to correct any defects therein identified by Bank One and whereupon any Pledged Mortgage Loan cause delays with respect to which any such defect may not be corrected and any Pledged Mortgage Loan with respect to which any such defect which may be corrected but for which such defect is not corrected within fifteen (15) days after the request for such correction by Bank One 197 shall have occurrence of a Collateral Value of zero. For so long as the Loan Agreement remains in effect, simultaneously with the delivery of any proposed Borrowing Request, the Borrower shall deliver to the Agent a Request for Release of Security Interest for processing in accordance with Section 3.12 of the Loan Agreement. ------------Date.
Appears in 1 contract
Borrowing Requests. (a) To request a Loan, the Borrower shall deliver a Borrowing Request, duly completed and executed by each Loan Party, to the Lender, not later than fifteen (15) Business Days before the date of the proposed Loan (or such shorter period as may be acceptable to the Lender in its sole discretion). Each such Borrowing Request shall identify ------------------ be irrevocable and shall specify the Mortgage Loans which are to provide following information:
(i) the Collateral Value necessary to support aggregate principal amount of the requested Borrowing, Loan,
(ii) the Agency Commitment pursuant interest rate to which apply to the Mortgage Backed Securities to be backed by such Mortgage Loans are to be issued by FNMA or FHLMC or guaranteed by GNMA aggregate principal amount of the requested Loan as agreed between the Borrower and the Lender;
(such Agency Commitment being iii) the Agency Commitment to which such Mortgage Loans have been "Allocated"repayment date of the requested Loan (the “Repayment Date”) and the Take-Out --------- Commitment pursuant to which such Mortgage Backed Securities are aggregate amount expected to be sold payable on such repayment date (such Take-Out Commitment being the Take-Out Commitment to which such Mortgage Backed Securities have been "Allocated") and shall be accompanied by: ---------
(a) any Required Mortgage Documents with respect “Sum Due”), calculated on the basis of the agreed interest rate applicable to such Mortgage Loans not then in the possession of Bank One (whether in its capacity as Agent under the Loan Agreement or otherwise)Loan;
(b) a Loan Agreement Bailee Letter, duly executed by the Borrower and the Agent, or other evidence satisfactory to Bank One that such Mortgage Loans are not, or upon funding of the requested Borrowing will not be, subject to any Lien other than Permitted Liens;
(c) a Release of Lien for such Agency Commitment and such Take-Out Commitment, duly executed by the Borrower and the Agent; and
(d) the relevant Agency Forms, duly completed (but for certification by the Agency Custodian where applicable) and in sufficient quantity to satisfy applicable Agency requirements. The Borrower shall (x) hold in trust for Bank One, Together with respect to each such Mortgage Loan, the original recorded Mortgage relating to such Mortgage Loan, a mortgagee policy of title insurance (or binding and unexpired commitment to issue such insurance if the policy has not yet been delivered to the Borrower) insuring the Borrower's perfected, first-priority Lien created by the Mortgage securing such Mortgage Loan (subject only to exceptions permitted by the Agency obligated under the Agency Commitment to which such Mortgage Loan has been Allocated), any Appraisals and any insurance policies which relate to such Mortgage Loan, and all other original documents executed in connection with such Mortgage Loan and not delivered to Bank One and (y) upon request of Bank One, immediately deliver to Bank One such documents, together with an index specifically identifying each such document. Bank One in its reasonable discretion may reject as unsatisfactory any items so delivered by written notice to the Borrower specifying the reasons therefor, whereupon the Borrower agrees promptly to use all reasonable efforts to correct any defects therein identified by Bank One and whereupon any Pledged Mortgage Loan with respect to which any such defect may not be corrected and any Pledged Mortgage Loan with respect to which any such defect which may be corrected but for which such defect is not corrected within fifteen (15) days after the request for such correction by Bank One 197 shall have a Collateral Value of zero. For so long as the Loan Agreement remains in effect, simultaneously with the delivery of any Borrowing Request, the Borrower shall prepare, execute and deliver to the Agent Lender a Promissory Note payable to the Lender.
(c) Each Loan Party hereby agrees that the Lender shall in no event have any liability to the Borrower for accepting or declining to accept any Borrowing Request for Release received from the Borrower. Each Loan Party expressly and irrevocably waives any claim it may otherwise have against the Lender based upon the Lender’s acceptance or rejection of Security Interest for processing any Borrowing Request.
(d) Upon receipt of a Borrowing Request, the Lender will review such Borrowing Request to confirm that all information contained therein and documents attached thereto are, to its satisfaction, accurate, complete and in accordance with the requirements of Section 3.12 2.02(a). Notwithstanding the above, the Lender is not required to carry out any investigation or due diligence or to seek any confirmation from any Person in respect of any Borrowing Request or any document attached thereto and the Loan Agreement. ------------Lender shall not be responsible for any misrepresentation, inaccuracy or omission in relation to any Borrowing Request.
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Borrowing Requests. Each Borrowing Request shall identify ------------------ the Mortgage Loans which are to provide the Collateral Value necessary to support the requested Borrowing, the Agency Commitment pursuant to which the Mortgage Backed Securities to be backed by such Mortgage Loans are to be issued by FNMA or FHLMC or guaranteed by GNMA (such Agency Commitment being the Agency Commitment to which such Mortgage Loans have been "Allocated") and the Take-Out --------- Commitment pursuant to which such --------- Mortgage Backed Securities are to be sold (such Take-Out Commitment being the Take-Out Commitment to which such Mortgage Backed Securities have been "Allocated") and shall be accompanied by: ---------
(a) any Required Mortgage Documents with respect to such Mortgage Loans not then in the possession of Bank One (whether in its capacity as Agent under the Loan Agreement or otherwise)Agent;
(b) a Loan Agreement Bailee Letter, duly executed by the Borrower and the Agent, or other evidence satisfactory to Bank One that such Mortgage Loans are not, or upon funding of the requested Borrowing will not be, subject to any Lien other than Permitted Liens;
(c) a Release of Lien for such Agency Commitment and such Take-Out Commitment, duly executed by the Borrower and the Agent; andand 185
(c) a Bailee Letter in the form of Exhibit "G-1", duly executed by the ------------- Borrower, the Agent and the applicable Investor; or
(d) the relevant Agency Forms, duly completed (but for certification by the Agency Custodian Agent where applicable) and in sufficient quantity to satisfy applicable Agency requirements. The Borrower shall (x) hold in trust for Bank OneBOIA, with respect to each such Mortgage Loan, the original recorded Mortgage relating to such Mortgage Loan, a mortgagee policy of title insurance (or binding and unexpired commitment to issue such insurance if the policy has not yet been delivered to the Borrower) insuring the Borrower's perfected, first-priority Lien created by the Mortgage securing such Mortgage Loan (subject only to exceptions permitted by the Agency obligated under the Agency Commitment to which such Mortgage Loan has been Allocated), any Appraisals and any insurance policies which relate to such Mortgage Loan, and all other original documents executed in connection with such Mortgage Loan and not delivered to Bank One the Agent and (y) upon request of Bank OneBOIA or the Agent, immediately deliver to Bank One the Agent such documents, together with an index specifically identifying each such document. Bank One BOIA or the Agent, in its their reasonable discretion discretion, may reject as unsatisfactory any items so delivered by written notice to the Borrower specifying the reasons therefor, whereupon the Borrower agrees promptly to use all reasonable efforts to correct any defects therein identified by Bank One BOIA or the Agent and whereupon any Pledged Mortgage Loan with respect to which any such defect may not be corrected and any Pledged Mortgage Loan with respect to which any such defect which may be corrected but for which such defect is not corrected within fifteen (15) days after the request for such correction by Bank One 197 BOIA or the Agent shall have a Collateral Value of zero. For so long as the Loan Agreement remains in effect, simultaneously Simultaneously with the delivery of any Borrowing Request, the Borrower shall may deliver to the Agent a Request for Release of Security Interest in the form of Exhibit "D" for processing in accordance with Section 3.12 of the Loan Agreement3.10. ---------- ------------
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Borrowing Requests. Each Borrowing Request shall identify ------------------ the Mortgage Loans which are to provide the Collateral Value necessary to support the requested Borrowing, the Agency Commitment pursuant to which the Mortgage Backed Securities to be backed by such Mortgage Loans are to be issued by FNMA or FHLMC or guaranteed by GNMA (such Agency Commitment being the Agency Commitment to which such Mortgage Loans have been "Allocated") and the Take-Out --------- Commitment pursuant to which such Mortgage Backed Securities are to be sold (such Take-Out Commitment being the Take-Out Commitment to which such Mortgage Backed Securities have been "Allocated") and shall be accompanied by: ---------
(a) any Required Mortgage Documents with respect Promptly upon the effectiveness of the amendment and restatement of the Existing Credit Agreement as provided herein but subject to such Mortgage Loans not then in the possession of Bank One (whether in its capacity as Agent under the Loan Agreement or otherwise);
paragraphs (b) a Loan Agreement Bailee Letter, duly executed by the Borrower and the Agent, or other evidence satisfactory to Bank One that such Mortgage Loans are not, or upon funding of the requested Borrowing will not be, subject to any Lien other than Permitted Liens;
(c) a Release of Lien for such Agency Commitment and such Take-Out Commitment, duly executed by the Borrower and the Agent; and
(d) the relevant Agency Forms, duly completed (but for certification by the Agency Custodian where applicable) and in sufficient quantity to satisfy applicable Agency requirements. The Borrower shall (x) hold in trust for Bank One, with respect to each such Mortgage Loan, the original recorded Mortgage relating to such Mortgage Loan, a mortgagee policy of title insurance (or binding and unexpired commitment to issue such insurance if the policy has not yet been delivered to the Borrower) insuring the Borrower's perfected, first-priority Lien created by the Mortgage securing such Mortgage Loan (subject only to exceptions permitted by the Agency obligated under the Agency Commitment to which such Mortgage Loan has been Allocated), any Appraisals and any insurance policies which relate to such Mortgage Loan, and all other original documents executed in connection with such Mortgage Loan and not delivered to Bank One and (y) upon request of Bank One, immediately deliver to Bank One such documents, together with an index specifically identifying each such document. Bank One in its reasonable discretion may reject as unsatisfactory any items so delivered by written notice to the Borrower specifying the reasons therefor, whereupon the Borrower agrees promptly to use all reasonable efforts to correct any defects therein identified by Bank One and whereupon any Pledged Mortgage Loan with respect to which any such defect may not be corrected and any Pledged Mortgage Loan with respect to which any such defect which may be corrected but for which such defect is not corrected within fifteen (15) days after the request for such correction by Bank One 197 shall have a Collateral Value of zero. For so long as the Loan Agreement remains in effect, simultaneously with the delivery of any Borrowing Requestbelow, the Borrower shall deliver Borrowing Requests with respect to the Agent outstanding Borrowings under the Amended Credit Agreement, identifying each such Borrowing as a Request Class A Borrowing, Class C Borrowing or Class D Borrowing, as the case may be, and the amount thereof and, in the case of Eurodollar Borrowings, the remaining Interest Periods. Such Borrowing Requests shall not affect the interest rate or remaining Interest Period of any Borrowing or change the Adjusted EURIBO Rate or Adjusted LIBO Rate of any Borrowing or require any payment under Section 2.15 of the Amended Credit Agreement, but shall be solely for Release the purpose of Security Interest for processing establishing the segregation of outstanding Class A Borrowings, Class C Borrowings and Class D Borrowings.
(b) If, after giving effect to the transactions contemplated hereby on the Restatement Effective Date, the Class D Revolving Credit Exposure exceeds the Class D Commitments, then the Borrower shall prepay Loans, on the Restatement Effective Date, in such amount as shall be necessary to eliminate such excess and such other Loans as the Borrower shall specify to the Agent. The undersigned Required Lenders hereby waive any requirement of prior notice of any such prepayment.
(c) If, after giving effect to the transactions contemplated hereby on the Restatement Effective Date, there are Class D Revolving Loans outstanding but such Loans are not held by the Class D Lenders ratably in accordance with Section 3.12 their Class D Commitments, then the Borrower shall, on the Restatement Effective Date, prepay all such Class D Revolving Loans (it being understood that such prepayment may be financed by a simultaneous borrowing of Class D Revolving Loans in accordance with the Loan Amended Credit Agreement). ------------The undersigned Lenders hereby waive any requirement of prior notice of any such prepayment.
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Sources: Revolving Credit Agreement (American Axle & Manufacturing Holdings Inc)
Borrowing Requests. Each (i) The Borrower Representative may request a Borrowing of Property Loans hereunder with respect to Pending Advance Properties by submitting to the Administrative Agent, the Calculation Agent and the Diligence Agent a written notice (together with the notice referred to in Section 2.02(a)(ii) or 2.02(a)(iii) below, each, an “Initial Borrowing Request”) substantially in the form of Exhibit M-1; provided, that the aggregate number of Initial Borrowing Requests (on an aggregate basis including Borrowing Requests in respect of Property Loans and Renovation Loans) in any calendar week and in any calendar month may not exceed the Maximum Number of Borrowing Requests. Upon receipt of an Initial Borrowing Request, the Administrative Agent shall request confirmation from the Diligence Agent of the items set forth in Section 2.02(a)(iv) in respect of each applicable Pending Advance Property, which confirmation shall be provided by the Diligence Agent within three (3) Business Days of receipt of an Initial Borrowing Request. The Calculation Agent shall deliver to the Administrative Agent, within three (3) Business Days of receipt of an Initial Borrowing Request, a Preliminary Report setting forth the results of any applicable calculations required in connection with such Initial Borrowing Request. If no exceptions are identified in such Preliminary Report, and no modifications of such Initial Borrowing Request are requested by (x) the Diligence Agent to reflect the results of its diligence review or (y) the Administrative Agent, such Initial Borrowing Request shall identify ------------------ constitute a Final Borrowing Request and such Preliminary Report shall constitute a Final Report. If exceptions are identified in such Preliminary Report, or modifications are requested by the Mortgage Loans which Diligence Agent or the Administrative Agent, the Borrower Representative shall submit a Modified Borrowing Request reflecting such requested modifications and the corrections of such exceptions to the Administrative Agent, the Calculation Agent, and the Diligence Agent, and the Calculation Agent shall generate a Modified Report based on such Modified Borrowing Request. If no exceptions are identified in such Modified Report, such Modified Borrowing Request shall constitute a Final Borrowing Request and such Modified Report shall constitute a Final Report. To the extent exceptions are identified in such Modified Report, the foregoing process shall be repeated until a Final Report is obtained. The Calculation Agent shall provide the Final Report relating to a Final Borrowing Request to the Administrative Agent and the Borrower Representative on the same Business Day such Final Report is generated; provided, if such Final Report is generated after 5:00 p.m. New York time on such Business Day, the Calculation Agent shall not be obligated to provide such Final Report to the Collateral Value necessary Administrative Agent or the Borrower Representative until the next Business Day. Promptly after its receipt of a Final Borrowing Request by no later than three (3) Business Days prior to support the requested Borrowingproposed Borrowing Date, the Agency Commitment pursuant Borrower Representative shall submit a copy of each such Final Borrowing Request to which the Mortgage Backed Securities Administrative Agent for delivery to be backed by such Mortgage Loans are to be issued by FNMA or FHLMC or guaranteed by GNMA (such Agency Commitment being each Lender, together with the Agency Commitment to which such Mortgage Loans have been "Allocated") Diligence Agent Certification and the Take-Out --------- Commitment pursuant Final Report described above. By no later than 4:00 p.m. (New York City time) one (1) Business Day prior to the proposed Borrowing Date, the Administrative Agent shall provide written instructions for the disbursement of funds to the Paying Agent.
(ii) The Borrower Representative may request a Borrowing of Renovation Loans hereunder with respect to the completed Scheduled Renovation Work for Converted Properties and Conformed Properties that are Stabilized Properties by submitting to the Administrative Agent, the Calculation Agent and the Diligence Agent a Borrowing Request substantially in the form of Exhibit M-2; provided, that (x) the aggregate number of Initial Borrowing Requests (on an aggregate basis including Borrowing Requests in respect of Property Loans and Renovation Loans) in any calendar week and in any calendar month may not exceed the Maximum Number of Borrowing Requests; (y) a Renovation Loan in respect of any Property may only be made once; and (z) the Borrowing Date in respect of any Renovation Loans and a Reserve Release Date shall occur on the same day in any calendar month. Upon receipt of an Initial Borrowing Request, the Administrative Agent shall request confirmation from the Diligence Agent of the items set forth in Section 2.02(a)(v) in respect of each applicable Pending Renovation Advance Property, which such Mortgage Backed Securities are to be sold (such Take-Out Commitment being the Take-Out Commitment to which such Mortgage Backed Securities have been "Allocated") and confirmation shall be accompanied by: ---------provided by the Diligence Agent within three (3) Business Days of receipt of an Initial Borrowing Request. The Calculation Agent shall deliver to the Administrative Agent, within three (3) Business Days of receipt of an Initial Borrowing Request, a Preliminary Report setting forth the results of any applicable calculations required in connection with such Initial Borrowing Request. If no exceptions are identified in such Preliminary Report, and no modifications of such Initial Borrowing Request are requested by (x) the Diligence Agent to reflect the results of its diligence review or (y) the Administrative Agent, such Initial Borrowing Request shall constitute a Final Borrowing Request and such Preliminary Report shall constitute a Final Report. If exceptions are identified in such Preliminary Report, or modifications are requested by the Diligence Agent or the Administrative Agent, the Borrower Representative shall submit a Modified Borrowing Request reflecting such requested modifications and the corrections of such exceptions to the Administrative Agent, the Calculation Agent, and the Diligence Agent, and the Calculation Agent shall generate a Modified Report based on such Modified Borrowing Request. If no exceptions are identified in such Modified Report, such Modified Borrowing Request shall constitute a Final Borrowing Request and such Modified Report shall constitute a Final Report. To the extent exceptions are identified in such Modified Report, the foregoing process shall be repeated until a Final Report is obtained. The Calculation Agent shall provide the Final Report relating to a Final Borrowing Request to the Administrative Agent and the Borrower Representative on the same Business Day such Final Report is generated; provided, if such Final Report is generated after 5:00 p.m. New York time on such Business Day, the Calculation Agent shall not be obligated to provide such Final Report to the Administrative Agent or the Borrower Representative until the next Business Day. Promptly after its receipt of a Final Borrowing Request by no later than three (3) Business Days prior to the proposed Borrowing Date, the Borrower Representative shall submit a copy of each such Final Borrowing Request to the Administrative Agent for delivery to each Lender, together with the Diligence Agent Certification and the Final Report. By no later than 4:00 p.m. (New York City time) one (1) Business Day prior to the proposed Borrowing Date, the Administrative Agent shall provide written instructions for the disbursement of funds to the Paying Agent.
(aiii) any Required Mortgage Documents [reserved].
(iv) Upon receipt of an Initial Borrowing Request for Property Loans, the Administrative Agent shall request that the Diligence Agent confirm that (A) the Property File in respect of each Pending Advance Property that is subject to the related Borrowing Request has been reviewed and that there is no Deficiency with respect to such Mortgage Loans not then Property File, (B) the due diligence review in respect of each such Pending Advance Property that is subject to the related Borrowing Request has been completed, including, without limitation, confirmation by the Diligence Agent that it has reviewed the documentation required to be included in the possession Property File for each Pending Advance Property that is specified in items 3 through 5 of Bank One (whether Schedule I-A or Schedule I-B, as applicable, and determined that the Eligible Property criteria set forth in its capacity items 1 and 2 of Schedule I-A or the Non-Conforming Property criteria set forth in item 1 of Schedule I-B, as Agent under the Loan Agreement or otherwise);
(b) a Loan Agreement Bailee Letterapplicable, duly executed by the Borrower and the Agent, or other evidence satisfactory to Bank One that such Mortgage Loans are not, or upon funding of the requested Borrowing will not be, subject to any Lien other than Permitted Liens;
(c) a Release of Lien for such Agency Commitment and such Take-Out Commitment, duly executed by the Borrower and the Agent; and
(d) the relevant Agency Forms, duly completed (but for certification by the Agency Custodian where applicable) and in sufficient quantity to satisfy applicable Agency requirements. The Borrower shall (x) hold in trust for Bank One, have been satisfied with respect to each such Mortgage LoanPending Advance Property, (C) Broker Price Opinions and inspections for each of the Pending Advance Properties that are the subject to the related Borrowing Request have been ordered and satisfactorily completed, all at the Borrowers’ expense, and (D) the BPO Values and Scheduled Renovation Work, if applicable, in respect of each Pending Advance Property that is subject to the related Borrowing Request have been determined. The Administrative Agent shall cause the Diligence Agent to provide copies of each Broker Price Opinion to the Equity Owner and the Lenders.
(v) Upon receipt of an Initial Borrowing Request for Renovation Loans, the original recorded Mortgage relating Administrative Agent shall request that the Diligence Agent confirm that (A) the Property File in respect of each Pending Renovation Advance Property that is subject to the related Borrowing Request has been reviewed and that there is no Deficiency with respect to such Mortgage LoanProperty File, a mortgagee policy of title insurance (or binding and unexpired commitment to issue B) the related Completion Requirements Certificate for each such insurance if the policy has not yet been delivered Pending Renovation Advance Property that is subject to the Borrower) insuring the Borrower's perfected, first-priority Lien created by the Mortgage securing such Mortgage Loan (subject only to exceptions permitted by the Agency obligated under the Agency Commitment to which such Mortgage Loan related Borrowing Request has been Allocatedreviewed and that the Completion Requirements in respect of each such Pending Renovation Advance Property are satisfied, (C) the due diligence review in respect of each such Pending Renovation Advance Property that is subject of the related Borrowing Request has been completed (it being understood and agreed that such due diligence review will be limited to matters necessary to determine whether such Pending Renovation Advance Property has become a Stabilized Property), any Appraisals and any insurance policies which relate (D) inspections for each of the Pending Renovation Advance Properties that are the subject of the related Borrowing Request, to such Mortgage Loanthe extent required under Section 3.03(g), have been ordered and satisfactorily completed, all other original documents executed at the Borrowers’ expense.
(vi) It is understood and agreed that (x) the Borrower Representative may modify the Initial Borrowing Request based on the findings of the Administrative Agent, the Calculation Agent and the Diligence Agent following the review process set forth in connection with such Mortgage Loan and not delivered to Bank One this Section 2.02(a) and (y) upon request of Bank One, immediately deliver to Bank One such documents, together with an index specifically identifying each such document. Bank One in its reasonable discretion findings and modifications may reject as unsatisfactory any items so delivered by written notice to the Borrower specifying the reasons therefor, whereupon the Borrower agrees promptly to use all reasonable efforts to correct any defects therein identified by Bank One and whereupon any Pledged Mortgage Loan cause delays with respect to which any such defect may not be corrected and any Pledged Mortgage Loan with respect to which any such defect which may be corrected but for which such defect is not corrected within fifteen (15) days after the request for such correction by Bank One 197 shall have occurrence of a Collateral Value of zero. For so long as the Loan Agreement remains in effect, simultaneously with the delivery of any proposed Borrowing Request, the Borrower shall deliver to the Agent a Request for Release of Security Interest for processing in accordance with Section 3.12 of the Loan Agreement. ------------Date.
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