Common use of Borrowing Requests Clause in Contracts

Borrowing Requests. (i) The Borrower may request a Borrowing hereunder by submitting to the Administrative Agent (with a copy to each of the Paying Agent, the Servicer, the Backup Servicer and the Custodian) a written notice, substantially in the form of Exhibit B (each, a “Borrowing Request”) not later than 10:00 a.m. (New York City time) on the second (2nd) Business Day prior to the date of the proposed Borrowing (each, a “Borrowing Date”); provided, that there shall not be more than one (1) Borrowing Date during any calendar week (except as set forth in Section 2.02(e) following delivery of a Funding Delay Notice). Promptly after its receipt thereof, the Administrative Agent shall submit a copy of each Borrowing Request to each Managing Agent who shall promptly forward a copy thereof to the Lenders in its Lender Group. (ii) Each Borrowing Request shall: (A) specify (1) the amount of the requested Borrowing which amount shall be allocated among the Lender Groups based on the respective Conduit Lending Limits of the Conduit Lenders (or Commitments, if there are no Conduit Lenders in a Lender Group) in each Lender Group, (2) the Aggregate Loan Principal Balance after giving effect to such Borrowing, (3) the desired Borrowing Date, and (4) the account of the Borrower to which the proceeds of such Borrowing are to be remitted, (B) certify that, after giving effect to the proposed Borrowing, no Borrowing Base Deficiency would exist and (C) if any Eligible Timeshare Loans are being added to the Collateral in connection with such Borrowing, be accompanied by a duly completed Schedule I to such Borrowing Request which sets forth the required information regarding such Eligible Timeshare Loans.

Borrowing Requests. (i) The Borrower may shall request a Borrowing hereunder by submitting to the Administrative Program Agent (with a copy to each of the Paying Agent, the Servicer, the Backup Servicer and the Custodian) a written notice, substantially in the form of Exhibit B (each, a “Borrowing Request”) not later than 10:00 (x) in the case of a Borrowing of less than or equal to $20,000,000, 11:00 a.m. (New York City time) on the second Business Day of the proposed Borrowing or (2ndy) in the case of a Borrowing in excess of $20,000,000, 12:00 p.m. (New York City time) on the Business Day prior to the date of the proposed Borrowing (each, a “Borrowing Date”); provided, that there shall not be more than one three (13) Borrowing Date Dates during any calendar week (except as set forth in Section 2.02(e) following delivery of a Funding Delay Notice)week. Promptly after its receipt thereof, the Administrative Program Agent shall submit a copy of each Borrowing Request to each Managing Agent who shall promptly forward a copy thereof to the Lenders in its Lender Group. (ii) Each Borrowing Request shall: (A) specify (1) the amount of the requested Borrowing which amount shall be allocated among the Lender Groups based on the respective Conduit Lending Limits of the Conduit Lenders (or Commitments, if there are no Conduit Lenders in a Lender Group) in each Lender Group, (2) the Aggregate Outstanding Loan Principal Balance Amount after giving effect to such Borrowing, (3) the desired Borrowing Date, and (4) the account of the Borrower to which the proceeds of such Borrowing are to be remitted, (B) certify that, after giving effect to the proposed Borrowing, no Borrowing Base Deficiency would exist exist, and (C) if any Eligible Timeshare Loans are being added to the Collateral in connection with such Borrowing, be accompanied by a duly completed Schedule I to such Borrowing Request which sets forth the required information regarding the Eligible Contracts or Wet Contracts that are the subject of such Eligible Timeshare LoansBorrowing.

Borrowing Requests. (i) The Borrower may shall request a Borrowing hereunder by submitting to the Administrative Agent (with a copy to each of the Paying Agent, the Servicer, the Backup Servicer and the Custodian) a Lender prior written notice, substantially in the form of Exhibit B (each, a “Borrowing Request”) not later than 10:00 a.m. thirty (New York City time30) on days (or such lesser number of days agreed to by the second (2ndLender) Business Day prior to the date of the proposed Borrowing (each, a “Borrowing Date”); provided, however, that there shall not if after giving effect to a proposed Borrowing for a Revolving Loan the Outstanding Revolving Loan Amount would be more less than one (1) $100,000,000, then the Borrower may request a Borrowing Date during any calendar week (except as set forth in Section 2.02(e) following delivery of hereunder for a Funding Delay Notice). Promptly after its receipt thereof, Revolving Loan by submitting to the Administrative Agent shall submit Lender a copy of each Borrowing Request to each Managing Agent who shall promptly forward a copy thereof not later than 12:00 p.m. (New York City time) on or before two (2) Business Days prior to the Lenders in its Lender Group. (ii) date of the proposed Borrowing. Each Borrowing Request shall: (A) specify (1) whether the Borrowing Request is for a Term Loan or Revolving Loan and the amount of the requested Borrowing which amount shall be allocated among the Lender Groups based on the respective Conduit Lending Limits of the Conduit Lenders (or Commitments, if there are no Conduit Lenders in a Lender Group) in each Lender GroupBorrowing, (2) the Aggregate Outstanding Revolving Loan Principal Balance Amount and Outstanding Term Loan Amount after giving effect to such Borrowing, (3) the desired Borrowing Date, and (4) the account of the Borrower to which the proceeds of such Borrowing are to be remitted, (B) certify that, after giving effect to the proposed Borrowing, no Term Borrowing Base Deficiency or Revolving Borrowing Base Deficiency would exist exist, and (C) if any Eligible Timeshare Loans are being added to the Collateral in connection with such Borrowing, be accompanied by a duly completed Schedule I to such Borrowing Request which sets forth the required information regarding the Eligible Contracts that are the subject of such Eligible Timeshare LoansBorrowing.

Borrowing Requests. (i) The Borrower may shall request a Borrowing hereunder by submitting to the Administrative Program Agent (with a copy to each of the Paying Agent, the Servicer, the Backup Servicer and the Custodian) a written notice, substantially in the form of Exhibit B (each, a “Borrowing Request”) not later than 10:00 a.m. 12:00 p.m. (New York City time) on the second (2nd) third Business Day prior to the date of the proposed Borrowing (each, a “Borrowing Date”); provided, that there shall not be more than one (1) Borrowing Date during any calendar week (except as set forth in Section 2.02(e) following delivery of a Funding Delay Notice). Promptly after its receipt thereof, the Administrative Program Agent shall submit a copy of each Borrowing Request to each Managing Agent who shall promptly forward a copy thereof to the Lenders in its Lender Group. (ii) Each Borrowing Request shall: (A) specify (1) the amount of the requested Borrowing which amount shall be allocated among the Lender Groups based on the respective Conduit Lending Lender Group Limits of the Conduit Lenders (or Commitments, if there are no Conduit Lenders in a Lender Group) in each Lender Group, (2) the Aggregate Outstanding Loan Principal Balance Amount after giving effect to such Borrowing, (3) the desired Borrowing Date, and (4) the account of the Borrower to which the proceeds of such Borrowing are to be remitted, (B) certify that, after giving effect to the proposed Borrowing, no Borrowing Base Deficiency would exist exist, and (C) if any Eligible Timeshare Loans are being added to the Collateral in connection with such Borrowing, be accompanied by a duly completed Schedule I to such Borrowing Request which sets forth the required information regarding the Eligible Contracts that are the subject of such Eligible Timeshare LoansBorrowing. (iii) The Borrower may not submit more than two Borrowing Requests in any calendar week. The Borrower shall deliver a Borrowing Base Certificate together with each Borrowing Request, the calculation in such certificate to be made as of the close of business on the prior Business Day.

Borrowing Requests. (i) The Borrower may shall request a Borrowing hereunder by submitting to the Administrative Program Agent (with a copy to each of the Paying Agent, the Servicer, the Backup Servicer and the Custodian) a written notice, substantially in the form of Exhibit B (each, a “Borrowing Request”) not later than 10:00 a.m. 12:00 p.m. (New York City time) on the second (2nd) Business Day prior to the date of the proposed Borrowing (each, a “Borrowing Date”); provided, that there shall not be more than one (1) Borrowing Date during any calendar week (except as set forth in Section 2.02(e) following delivery of a Funding Delay Notice). Promptly after its receipt thereof, the Administrative Program Agent shall submit a copy of each Borrowing Request to each Managing Agent who shall promptly forward a copy thereof to the Lenders in its Lender Group. (ii) Each Borrowing Request shall: (A) specify (1) the amount of the requested Borrowing which amount shall be allocated among the Lender Groups based on the respective Conduit Lending Lender Group Limits of the Conduit Lenders (or Commitments, if there are no Conduit Lenders in a Lender Group) in each Lender Group, (2) the Aggregate Outstanding Loan Principal Balance Amount after giving effect to such Borrowing, (3) the desired Borrowing Date, and (4) the account of the Borrower to which the proceeds of such Borrowing are to be remitted, (B) certify that, after giving effect to the proposed Borrowing, no Borrowing Base Deficiency would exist exist, and (C) if any Eligible Timeshare Loans are being added to the Collateral in connection with such Borrowing, be accompanied by a duly completed Schedule I to such Borrowing Request which sets forth the required information regarding the Eligible Contracts that are the subject of such Eligible Timeshare LoansBorrowing. (iii) The Borrower may not submit more than three Borrowing Requests in any calendar week. The Borrower shall deliver a Borrowing Base Certificate together with each Borrowing Request, the calculation in such certificate to be made as of the close of business on the prior Business Day.

Borrowing Requests. (i) The Except as provided in Sections 2.06(c), each Borrowing shall be made upon notice by the Borrower may request a Borrowing hereunder by submitting to the Administrative Agent in the manner provided herein. Any such notice must be given in writing so that it is received no later than (with a copy to each 1) in the case of any Borrowing of Swing Line Advances, 12:00 noon (New York time) on the Business Day of the Paying Agentproposed Advance Date set forth therein and (2) in the case of any Borrowing of Revolving Credit Advances, 12:00 noon (New York time) on the Servicer, Business Day prior to the Backup Servicer and Business Day of the Custodianproposed Advance Date set forth therein. Each such notice (a “Borrowing Request”) a written notice, shall (i) be substantially in the form of Exhibit B (each2.03(a), a “Borrowing Request”) not later than 10:00 a.m. (New York City time) on the second (2nd) Business Day prior to the date of the proposed Borrowing (each, a “Borrowing Date”); provided, that there shall not be more than one (1) Borrowing Date during any calendar week (except as set forth in Section 2.02(e) following delivery of a Funding Delay Notice). Promptly after its receipt thereof, the Administrative Agent shall submit a copy of each Borrowing Request to each Managing Agent who shall promptly forward a copy thereof to the Lenders in its Lender Group. (ii) Each Borrowing Request shall: be irrevocable and (Aiii) specify (1) the amount of the requested Borrowing (which amount shall be allocated among in a minimum amount of $1,000,000) and the Lender Groups based proposed Advance Date (which shall be a Business Day), and shall include such other information as may be reasonably required by the Lenders and the Administrative Agent; provided, that no such notice shall be required for the Borrowing on the respective Conduit Lending Limits Restatement Effective Date of (x) the Term Loan or (y) the initial Swing Line Advance or initial Revolving Credit Advance hereunder. Unless a LIBOR Rate Disruption Event shall have occurred, each Advance shall be a LIBOR Rate Advance and, for the avoidance of doubt, LIBOR Rate Advances may be requested for any Advance Date. Notwithstanding anything herein to the contrary, if the Borrower requests any Borrowing in a principal amount that is less than or equal to the Swing Line Availability as of the Conduit Lenders (or Commitments, if there are no Conduit Lenders in a Lender Group) in each Lender Group, (2) the Aggregate Loan Principal Balance after giving effect to such Borrowing, (3) the desired Borrowing Date, and (4) the account of the Borrower to which the proceeds of such Borrowing are to be remitted, (B) certify that, after giving effect to the proposed Borrowing, no Borrowing Base Deficiency would exist and (C) if any Eligible Timeshare Loans are being added to the Collateral in connection with such Borrowing, be accompanied by a duly completed Schedule I to date such Borrowing Request which sets forth is delivered, such requested Borrowing shall initially be funded as a Swing Line Advance (until such Swing Line Advance is refunded in accordance with Section 2.01(b)); provided, that if the required information regarding such Eligible Timeshare LoansSwing Line Lender has elected (or will elect) not to make any portion of a Swing Line Advance pursuant to the proviso to the first sentence of Section 2.01(b), the Borrower may request that a Borrowing instead be funded as a Revolving Credit Advance.

Borrowing Requests. (i) The Borrower Representative may request a Borrowing of Property Loans hereunder with respect to Pending Advance Properties by submitting to the Administrative Agent (with a copy to each of the Paying Agent, the Servicer, the Backup Servicer Calculation Agent and the Custodian) Diligence Agent a written noticenotice (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 B M-1; provided, that the aggregate number of Initial Borrowing Requests (eachon an aggregate basis including Borrowing Requests in respect of Property Loans, Renovation Loans and Additional 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 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 10:00 a.m. 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 described above. By no later than 4:00 p.m. (New York City time) on the second one (2nd1) Business Day prior to the date of the proposed Borrowing Date, the Administrative Agent shall provide written instructions for the disbursement of funds to the Paying Agent. (eachii) 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 Date”)Request substantially in the form of Exhibit M-2; provided, that there shall not be more than one (1x) the aggregate number of Initial Borrowing Date during Requests (on an aggregate basis including Borrowing Requests in respect of Property Loans, Renovation Loans and Additional Renovation Loans) in any calendar week and in any calendar month may not exceed the Maximum Number of Borrowing Requests; (except as 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(e2.02(a)(v) following delivery in respect of each applicable Pending Renovation 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 Funding Delay Notice)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 thereofof a Final Borrowing Request by no later than three (3) Business Days prior to the proposed Borrowing Date, the Administrative Agent Borrower Representative shall submit a copy of each such Final Borrowing Request to the Administrative Agent for delivery to each Managing Lender, together with the Diligence Agent who shall promptly forward a copy thereof Certification and the Final Report. By no later than 4:00 p.m. (New York City time) one (1) Business Day prior to the Lenders in its Lender Groupproposed Borrowing Date, the Administrative Agent shall provide written instructions for the disbursement of funds to the Paying Agent. (iiiii) Each The Borrower Representative may request a Borrowing of Additional Renovation Loans hereunder with respect to Properties for which Renovation Loans are outstanding, by submitting to the Administrative Agent, the Calculation Agent and the Diligence Agent a Borrowing Request shall: substantially in the form of Exhibit M-3; provided, that (x) the aggregate number of Initial Borrowing Requests (on an aggregate basis including Borrowing Requests in respect of Property Loans, Renovation Loans and Additional Renovation Loans) in any calendar week and in any calendar month may not exceed the Maximum Number of Borrowing Requests and (y) an Additional Renovation Loan in respect of any Property may only be made once. 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)(vi) in respect of each applicable Pending Additional Renovation 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 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. (iv) Upon receipt of an Initial Borrowing Request for Property Loans, the Administrative Agent shall request that the Diligence Agent confirm that (A) specify (1) the amount Property File in respect of each Pending Advance Property that is subject to the requested related Borrowing which amount shall be allocated among the Lender Groups based on the respective Conduit Lending Limits of the Conduit Lenders (or Commitments, if Request has been reviewed and that there are is no Conduit Lenders in a Lender Group) in each Lender Group, (2) the Aggregate Loan Principal Balance after giving effect Deficiency with respect to such Borrowing, (3) the desired Borrowing Date, and (4) the account of the Borrower to which the proceeds of such Borrowing are to be remittedProperty File, (B) certify that, after giving effect the due diligence review in respect of each such Pending Advance Property that is subject to the proposed Borrowingrelated 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 Property File for each Pending Advance Property that is specified in items 3 through 5 of Schedule I-A or Schedule I-B, as applicable, and determined that the Eligible Property criteria set forth in items 1 and 2 of Schedule I-A or the Non-Conforming Property criteria set forth in item 1 of Schedule I-B, as applicable, have been satisfied with respect to each such Pending 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 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 Property File, (B) the related Completion Requirements Certificate for each such Pending Renovation Advance Property that is subject to the related Borrowing Base Deficiency would exist Request has been reviewed 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), 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) Upon receipt of an Initial Borrowing Request for Additional Renovation Loans, the Administrative Agent shall request that the Diligence Agent confirm that (A) the related Completion Requirements Certificate for each Pending Additional Renovation Advance Property that is subject to the related Borrowing Request has been reviewed and that the Completion Requirements in respect of each such Pending Additional Renovation Advance Property are satisfied, (B) the updated Actual Renovation Expenses with respect to such Pending Additional Renovation Advance Property are consistent with the Borrowers’ general ledger and (C) if any Eligible Timeshare Loans are being added with respect to a sample of (i) ten percent (10%) of such Pending Additional Renovation Advance Properties with respect to which the updated Actual Renovation Expenses exceed the initial Actual Renovation Expenses (as of the date of the related Renovation Loan) by more than $7,500 and (ii) one percent (1%) of such Pending Additional Renovation Advance Properties with respect to which the updated Actual Renovation Expenses exceed the initial Actual Renovation Expenses (as of the date of the related Renovation Loan) by more than $1,000 but less than or equal to $7,500, the Diligence Agent, in each case, shall have completed a satisfactory due diligence review of the updated Completion Requirements Certificate and related Proposed Updated Scheduled Renovation Work. (vii) 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 this Section 2.02(a) and (y) such findings and modifications may cause delays with respect to the Collateral in connection with such Borrowing, be accompanied by occurrence of a duly completed Schedule I to such proposed Borrowing Request which sets forth the required information regarding such Eligible Timeshare LoansDate.

Borrowing Requests. (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 (with a copy to each of the Paying Agent, the Servicer, the Backup Servicer Calculation Agent and the Custodian) Diligence Agent a written noticenotice (together with the notice referred to in Section 2.02(a)(ii) below, each an “Initial Borrowing Request”) substantially in the form of Exhibit B (each, a “Borrowing Request”) not later than 10:00 a.m. (New York City time) on the second (2nd) Business Day prior to the date of the proposed Borrowing (each, a “Borrowing Date”)H-1; provided, that there 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) Borrowing Date during any calendar week (except as 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(e2.02(a)(iv) following delivery 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 Funding Delay NoticeBorrowing 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 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, 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 Administrative Agent or the Borrower Representative until the next Business Day. Promptly after its receipt thereofof a Final Borrowing Request and by no later than three (3) Business Days prior to the proposed Borrowing Date, the Administrative Agent shall submit a copy of each deliver the Final Borrowing Request to each Managing Lender, together with the Diligence Agent who shall promptly forward a copy thereof Certification and the Final Report described above. By no later than 4:00 p.m. (New York City time) one (1) Business Day prior to the Lenders in its Lender Groupproposed Borrowing Date, the Administrative Agent shall provide written instructions for the disbursement of funds to the Paying Agent. (iiiv) Each Upon receipt of an Initial Borrowing Request shall: for Property Loans, the Administrative Agent shall request that the Diligence Agent confirm that (A) specify (1) the amount Property File in respect of each Pending Advance Property that is subject to the requested related Borrowing which amount shall be allocated among the Lender Groups based on the respective Conduit Lending Limits of the Conduit Lenders (or Commitments, if Request has been reviewed and that there are is no Conduit Lenders in a Lender Group) in each Lender Group, (2) the Aggregate Loan Principal Balance after giving effect Deficiency with respect to such Borrowing, (3) the desired Borrowing Date, and (4) the account of the Borrower to which the proceeds of such Borrowing are to be remittedProperty File, (B) certify thatthe due diligence review in respect of each such Pending Advance Property that is subject of the related Borrowing Request has been completed, after giving effect including confirmation by the Diligence Agent that it has reviewed the documentation required to be included in the proposed BorrowingProperty File for each Pending Advance Property that is specified in items 3 through 5 of 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, no Borrowing Base Deficiency would exist and (C) Broker Price Opinions and inspections for each of the Pending Advance Properties that are the subject of 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 any Eligible Timeshare Loans are being added applicable, with respect to each Pending Advance Property that is subject to the Collateral related Borrowing Request have been determined. The Administrative Agent shall instruct the Diligence Agent to provide copies of each Broker Price Opinion to the Borrower Representative. (v) Upon receipt of an Initial Borrowing Request for Renovation Loans, the Administrative Agent shall request that the Diligence Agent confirm that (A) the Property File in connection 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 such Borrowing, be accompanied by a duly completed Schedule I respect to 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 which sets 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 information regarding under Section 3.03(g), have been ordered and satisfactorily completed, all at the Borrowers’ expense. (vi) It is understood and agreed that any 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 cause delays with respect to the occurrence of a proposed Borrowing Date and neither the Administrative Agent, the Calculation Agent nor the Diligence Agent shall have any liability relating in any way to such Eligible Timeshare Loansdelay.

Borrowing Requests. (i) The Borrower Representative may request a Borrowing of Property Loans hereunder with respect to Pending Advance Properties by submitting to the Administrative Agent (with a copy to each of the Paying Agent, the Servicer, the Backup Servicer Calculation Agent and the Custodian) Diligence Agent a written noticenotice (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 B M-1; provided, that the aggregate number of Initial Borrowing Requests (eachon an aggregate basis including Borrowing Requests in respect of Property Loans, Renovation Loans and Additional 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 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 10:00 a.m. 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 described above. By no later than 4:00 p.m. (New York City time) on the second one (2nd1) Business Day prior to the date of the proposed Borrowing Date, the Administrative Agent shall provide written instructions for the disbursement of funds to the Paying Agent. (eachii) 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 Renovated Stabilized Properties by submitting to the Administrative Agent, the Calculation Agent and the Diligence Agent a “Borrowing Date”)Request substantially in the form of Exhibit M-2; provided, that there shall not be more than one (1x) the aggregate number of Initial Borrowing Date during Requests (on an aggregate basis including Borrowing Requests in respect of Property Loans, Renovation Loans and Additional Renovation Loans) in any calendar week and in any calendar month may not exceed the Maximum Number of Borrowing Requests; (except as 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(e2.02(a)(v) following delivery in respect of each applicable Pending Renovation 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 Funding Delay Notice)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 thereofof a Final Borrowing Request by no later than three (3) Business Days prior to the proposed Borrowing Date, the Administrative Agent Borrower Representative shall submit a copy of each such Final Borrowing Request to the Administrative Agent for delivery to each Managing Lender, together with the Diligence Agent who shall promptly forward a copy thereof Certification and the Final Report. By no later than 4:00 p.m. (New York City time) one (1) Business Day prior to the Lenders in its Lender Groupproposed Borrowing Date, the Administrative Agent shall provide written instructions for the disbursement of funds to the Paying Agent. (iiiii) Each The Borrower Representative may request a Borrowing of Additional Renovation Loans hereunder with respect to Properties for which Renovation Loans are outstanding, by submitting to the Administrative Agent, the Calculation Agent and the Diligence Agent a Borrowing Request shall: substantially in the form of Exhibit M-3; provided, that (x) the aggregate number of Initial Borrowing Requests (on an aggregate basis including Borrowing Requests in respect of Property Loans, Renovation Loans and Additional Renovation Loans) in any calendar week and in any calendar month may not exceed the Maximum Number of Borrowing Requests and (y) an Additional Renovation Loan in respect of any Property may only be made once. 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)(vi) in respect of each applicable Pending Additional Renovation 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 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. (iv) Upon receipt of an Initial Borrowing Request for Property Loans, the Administrative Agent shall request that the Diligence Agent confirm that (A) specify (1) the amount Property File in respect of each Pending Advance Property that is subject to the requested related Borrowing which amount shall be allocated among the Lender Groups based on the respective Conduit Lending Limits of the Conduit Lenders (or Commitments, if Request has been reviewed and that there are is no Conduit Lenders in a Lender Group) in each Lender Group, (2) the Aggregate Loan Principal Balance after giving effect Deficiency with respect to such Borrowing, (3) the desired Borrowing Date, and (4) the account of the Borrower to which the proceeds of such Borrowing are to be remittedProperty File, (B) certify that, after giving effect the due diligence review in respect of each such Pending Advance Property that is subject to the proposed Borrowingrelated 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 Property File for each Pending Advance Property that is specified in items 3 and 4 of 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, (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 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 Property File, (B) the related Completion Requirements Certificate for each such Pending Renovation Advance Property that is subject to the related Borrowing Base Deficiency would exist Request has been reviewed 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 Renovated 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) Upon receipt of an Initial Borrowing Request for Additional Renovation Loans, the Administrative Agent shall request that the Diligence Agent confirm that (A) the related Completion Requirements Certificate for each Pending Additional Renovation Advance Property that is subject to the related Borrowing Request has been reviewed and that the Completion Requirements in respect of each such Pending Additional Renovation Advance Property are satisfied, (B) the updated Actual Renovation Expenses with respect to such Pending Additional Renovation Advance Property are consistent with the Borrowers’ general ledger and (C) if any Eligible Timeshare Loans are being added with respect to a sample of (i) ten percent (10%) of such Pending Additional Renovation Advance Properties with respect to which the updated Actual Renovation Expenses exceed the initial Actual Renovation Expenses (as of the date of the related Renovation Loan) by more than $7,500 and (ii) one percent (1%) of such Pending Additional Renovation Advance Properties with respect to which the updated Actual Renovation Expenses exceed the initial Actual Renovation Expenses (as of the date of the related Renovation Loan) by more than $1,000 but less than or equal to $7,500, the Diligence Agent, in each case, shall have completed a satisfactory due diligence review of the updated Completion Requirements Certificate and related Proposed Updated Scheduled Renovation Work. (vii) 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 this Section 2.02(a) and (y) such findings and modifications may cause delays with respect to the Collateral in connection with such Borrowing, be accompanied by occurrence of a duly completed Schedule I to such proposed Borrowing Request which sets forth the required information regarding such Eligible Timeshare LoansDate.

Borrowing Requests. (i) The Borrower may shall request a Borrowing hereunder by submitting to the Administrative each Managing Agent (with a copy to each of the Paying Agent, the Servicer, the Backup Servicer and the Custodian) a written notice, substantially in the form of Exhibit B (each, a “Borrowing Request”) not later than 10:00 a.m. at least two (New York City time) on the second (2nd2) Business Day Days prior to the date of the proposed Borrowing (each, a “Borrowing Date”); provided) if the Interest Rate thereon is to be calculated by reference to any LIBO Rate, that there shall not be more than at least one (1) Business Day prior to the date of the proposed Borrowing Date during if the Interest Rate thereon is to be calculated by reference to any calendar week CP Rate or prior to 1:00 P.M. (except as set forth in Section 2.02(eNew York City time) following delivery on the date of a Funding Delay Notice)the proposed Borrowing Date if the Interest Rate thereon is to be calculated by reference to the Base Rate. Promptly after its receipt thereof, the Administrative each Managing Agent shall submit promptly forward a copy of each Borrowing Request to each Managing Agent who shall promptly forward a copy thereof to the Lenders in its Lender Group. (ii) Each Borrowing Request shall: (A) specify (1) the amount of the requested Borrowing (which shall not be less than $1,000,000 and in additional increments of $100,000) and the allocation of such amount shall be allocated among the Lender Groups based on (which shall be proportional to the respective Conduit Lending Limits of the Conduit Lenders (or Commitments, if there are no Conduit Lenders in a Lender Group) in each Lender Group), (2) the Aggregate Loan Principal Balance after giving effect to such Borrowing, (3) the desired Borrowing Date, and (4) the account of the Borrower to which the proceeds of such Borrowing are to be remitted, and (B) certify that, after giving effect to the proposed Borrowing, no Borrowing Base Deficiency would exist and (C) if any Eligible Timeshare Loans are being added to the Collateral in connection with such Borrowing, be accompanied by a duly completed Schedule I to such Borrowing Request which sets forth the required information regarding such Eligible Timeshare Loansexist.

Borrowing Requests. (i) The Borrower Representative may request a Borrowing of Property Loans hereunder with respect to Pending Advance Properties by submitting to the Administrative Agent (with a copy to each of the Paying Agent, the Servicer, the Backup Servicer Calculation Agent and the Custodian) Diligence Agent a written noticenotice (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 B M-1; provided, that the aggregate number of Initial Borrowing Requests (eachon 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 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 10:00 a.m. 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 described above. By no later than 4:00 p.m. (New York City time) on the second one (2nd1) Business Day prior to the date of the proposed Borrowing Date, the Administrative Agent shall provide written instructions for the disbursement of funds to the Paying Agent. (eachii) 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 Date”)Request substantially in the form of Exhibit M-2; provided, that there shall not be more than one (1x) the aggregate number of Initial Borrowing Date during 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; (except as 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(e2.02(a)(v) following delivery in respect of each applicable Pending Renovation 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 Funding Delay Notice)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 thereofof a Final Borrowing Request by no later than three (3) Business Days prior to the proposed Borrowing Date, the Administrative Agent Borrower Representative shall submit a copy of each such Final Borrowing Request to the Administrative Agent for delivery to each Managing Lender, together with the Diligence Agent who shall promptly forward a copy thereof Certification and the Final Report. By no later than 4:00 p.m. (New York City time) one (1) Business Day prior to the Lenders in its Lender Groupproposed Borrowing Date, the Administrative Agent shall provide written instructions for the disbursement of funds to the Paying Agent. (iiiii) Each [reserved]. (iv) Upon receipt of an Initial Borrowing Request shall: for Property Loans, the Administrative Agent shall request that the Diligence Agent confirm that (A) specify (1) the amount Property File in respect of each Pending Advance Property that is subject to the requested related Borrowing which amount shall be allocated among the Lender Groups based on the respective Conduit Lending Limits of the Conduit Lenders (or Commitments, if Request has been reviewed and that there are is no Conduit Lenders in a Lender Group) in each Lender Group, (2) the Aggregate Loan Principal Balance after giving effect Deficiency with respect to such Borrowing, (3) the desired Borrowing Date, and (4) the account of the Borrower to which the proceeds of such Borrowing are to be remittedProperty File, (B) certify that, after giving effect the due diligence review in respect of each such Pending Advance Property that is subject to the proposed Borrowingrelated Borrowing Request has been completed, no Borrowing Base Deficiency would exist including, without limitation, confirmation by the Diligence Agent that it has reviewed the documentation required to be included in the Property File for each Pending Advance Property that is specified in items 3 through 5 of Schedule I-A or Schedule I-B, as applicable, and determined that the Eligible Property criteria set forth in items 1 and 2 of Schedule I-A or the Non-Conforming Property criteria set forth in item 1 of Schedule I-B, as applicable, have been satisfied with respect to each such Pending Advance Property, (C) if any Eligible Timeshare Loans Broker Price Opinions and inspections for each of the Pending Advance Properties that are being added the subject to the Collateral 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 connection 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 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 such Borrowing, be accompanied by a duly completed Schedule I respect to such Property File, (B) the related Completion Requirements Certificate for each such Pending Renovation Advance Property that is subject to the related Borrowing Request which sets has been reviewed 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), 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 (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 this Section 2.02(a) and (y) such findings and modifications may cause delays with respect to the required information regarding such Eligible Timeshare Loansoccurrence of a proposed Borrowing Date.

Borrowing Requests. (ia) On any Business Day on or after the Closing Date and prior to the Commitment Termination Date, the Borrower, on the terms and conditions provided herein, may from time to time request that Revolving Loans be made by all Lenders with Revolving Commitments. The aggregate amount of such requested Loans shall be in a principal amount equal to (A) $3,000,000 or an integral multiple of $1,000,000 for amounts in excess thereof or (B) if less than the amount specified in (A), the unused amount of the Commitments. Revolving Loans shall be requested by the Borrower may request a Borrowing hereunder by submitting delivering, e-mailing or telecopying to the Administrative Agent a Borrowing Request no later than the time specified in the next sentence. A written request for a Borrowing shall be received by the Administrative Agent no later than 9:00 a.m. (with a copy to each Los Angeles time) not less than three (3) Business Days preceding the date of the Paying Agentrequested Loans, the Servicer, the Backup Servicer and the Custodian) a written notice, substantially in the form case of Exhibit B LIBOR Loans and Cost of Funds Rate Loans that are Revolving Loans. Subject to Section 3.4.4, each Borrowing Request shall be irrevocable and binding upon the Borrower. All Borrowing Requests for LIBOR Loans and Cost of Funds Rate Loans hereunder shall be made on a pro rata basis (eachbased on the available amounts of the Commitments of Lenders other than CP Conduits and of CP Conduits, respectively). (b) Whenever the Borrower desires to make a “Borrowing Request”) of Swingline Loans hereunder, it shall give the Swingline Lender, not later than 10:00 a.m. (New York City Los Angeles time) on the second (2nd) Business Day prior date that a Swingline Loan is to be made, written notice in the date form of the proposed a Borrowing (each, a “Borrowing Date”)Request of each Swingline Loan to be made hereunder; provided, that there shall no more than five Swingline Loans may be requested in any calendar month unless the Swingline Lender otherwise consents and no Borrowing of a Swingline Loan may be made at any time when the LIBOR Market Index Rate cannot be determined or when the Borrowing of a Swingline Loan would result, after giving effect to all related Mandatory Borrowings, in more than one ten (110) separate Interest Periods with respect to all Revolving Loans. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing Date during (which shall be a Business Day) and (B) the aggregate principal amount of Swingline Loans to be made pursuant to such Borrowing. Each such Swingline Loan shall be (i) denominated in Dollars in a principal amount of $1,000,000 or an integral multiple of $1,000,000 for amounts in excess thereof and (ii) made as Swingline Rate Loans. Mandatory Borrowings shall be made in accordance with Section 3.1.1 (c) with the Borrower irrevocably agreeing, by its incurrence of any calendar week (except Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.02(e) following delivery of a Funding Delay Notice3.1.1(c). Promptly after its receipt thereof, the Administrative Agent shall submit a copy of each Borrowing Request to each Managing Agent who shall promptly forward a copy thereof to the Lenders in its Lender Group. (ii) Each Borrowing Request shall: (A) specify (1) the amount of the requested Borrowing which amount shall be allocated among the Lender Groups based on the respective Conduit Lending Limits of the Conduit Lenders (or Commitments, if there are no Conduit Lenders in a Lender Group) in each Lender Group, (2) the Aggregate Loan Principal Balance after giving effect to such Borrowing, (3) the desired Borrowing Date, and (4) the account of the Borrower to which the proceeds of such Borrowing are to be remitted, (B) certify that, after giving effect to the proposed Borrowing, no Borrowing Base Deficiency would exist and (C) if any Eligible Timeshare Loans are being added to the Collateral in connection with such Borrowing, be accompanied by a duly completed Schedule I to such Borrowing Request which sets forth the required information regarding such Eligible Timeshare Loans.

Borrowing Requests. (i) The Borrower may request a Borrowing hereunder by submitting to the Administrative Agent (with a copy to each of the Paying Agent, the Servicer, the Backup Servicer and the Custodian) a written notice, substantially in the form of Exhibit B (each, a “Borrowing Request”) not later than 10:00 a.m. (New York City time) on the second (2nd) Business Day prior to the date of the proposed Borrowing (each, a “Borrowing Date”); provided, DB1/ 121185831.1121185831.9 42 that there shall not be more than one (1) Borrowing Date during any calendar week (except as set forth in Section 2.02(e) following delivery of a Funding Delay Notice). Promptly after its receipt thereof, the Administrative Agent shall submit a copy of each Borrowing Request to each Managing Agent who shall promptly forward a copy thereof to the Lenders in its Lender Group. (ii) Each Borrowing Request shall: (A) specify (1) the amount of the requested Borrowing which amount shall be allocated among the Lender Groups based on the respective Conduit Lending Limits of the Conduit Lenders (or Commitments, if there are no Conduit Lenders in a Lender Group) in each Lender Group, (2) the Aggregate Loan Principal Balance after giving effect to such Borrowing, (3) the desired Borrowing Date, and (4) the account of the Borrower to which the proceeds of such Borrowing are to be remitted, (B) certify that, after giving effect to the proposed Borrowing, no Borrowing Base Deficiency would exist and (C) if any Eligible Timeshare Loans are being added to the Collateral in connection with such Borrowing, be accompanied by a duly completed Schedule I to such Borrowing Request which sets forth the required information regarding such Eligible Timeshare Loans.

Borrowing Requests. (i) The Borrower may from time to time prior to the Maturity Date (but not more often than once per calendar month, unless agreed by the Lender in its sole discretion) request a Borrowing hereunder loan under Section 2.1 by submitting providing to the Administrative Agent (with Lender a copy to each of the Paying Agent, the Servicer, the Backup Servicer and the Custodian) a completed written notice, substantially notice in the form of Exhibit B (each, a “Borrowing Request”) by e-mail not later than 10:00 a.m. noon (New York City Boston time) on the second (2nd) 10th Business Day prior to the date of the proposed Borrowing (each, a “Borrowing requested Disbursement Date”); provided, that there shall not be more than one (1) Borrowing Date during any calendar week (except as set forth in Section 2.02(e) following delivery of a Funding Delay Notice). Promptly after its receipt thereof, the Administrative Agent shall submit a copy of each Borrowing Request to each Managing Agent who shall promptly forward a copy thereof to the Lenders in its Lender Group. (ii) Each Borrowing Request shall: must (Aa) specify (1) the amount of the requested Borrowing term loan (which amount shall be not less than $100,000 and an integral multiple of $10,000) and identify (x) the Equipment to be purchased with the proceeds of such Loan along with the contracted price thereof and (y) the Project for which such Equipment will be purchased (for the avoidance of doubt, more than one Project may be specified in a Borrowing Request, but in such event the Borrowing Request shall specify the amount allocated among to each Project), (b) (i) if such term loan is the first advance with respect to a particular Project, attach the applicable Project Budget and Development Plan for such Project in accordance with Section 5.2 and (ii) for each subsequent draw, attach the applicable Project Budget and Development Plan for such Project if such Project Budget and/or Development Plan has materially changed in accordance with Section 5.2, (c) specify the planned use of proceeds (which shall be satisfactory to the Lender, in compliance with the applicable Project Budget and consistent with the applicable Development Plan) and (d) certify that the development of the Project as of the Disbursement Date is in compliance with the Development Plan, including achievement of the milestones on the timeline set forth therein. Lender shall respond to each Borrowing Request within 10 Business Days, with either acceptance or rejection with explanation. In the case of a rejected Borrowing Request, the Borrower shall have the opportunity to revise the Borrowing Request and resubmit even within the same calendar month. The Lender may rely on the wiring instructions provided by the Borrower and the Borrower will indemnify the Lender Groups based on for any loss the respective Conduit Lending Limits Lender suffers due to such reliance. Unless the Borrower directs the Lender otherwise (including pursuant to this Section 2.2) each loan will be made by wiring the amount thereof to the general account of Soluna DV Services, LLC (currently the operating entity of the Conduit Lenders Borrower) at KeyBank, according to the following account information: Beneficiary Name: KeyBank Beneficiary ABA: 000000000 Bank Location: 60 X Xxxxx Xxxxxx Xxxxxx, XX 00000 Xxxxxx Xxxxxx Beneficiary Customer: Soluna DV Services, LLC Beneficiary Address: 300 Xxxxxxxxxx Xxx Xxxxxxxxx, Xxxxxx, XX 00000 Beneficiary Customer Account Number: 329681395136 provided, that the Lender may request, at its option and in its sole discretion, and upon such request the Borrower shall include in such Borrowing Request a direction that the Lender advance the funds requested thereunder directly to a supplier of the applicable Equipment specified in the use of proceeds of such Borrower Request. The Borrower shall request loans hereunder only at times and in amounts consistent with the applicable Project Budget (or Commitmentssubject to permissible overages in accordance with Section 7.1(c)) and Development Plan unless otherwise agreed in writing by the Lender. Notwithstanding anything to the contrary herein, the proceeds of the initial Borrowing hereunder may be applied as a reimbursement of Equipment previously purchased by Borrower if there are no Conduit Lenders in a Lender Group(1) in each Lender Groupthe applicable Borrowing Request specifies the amount of such reimbursement, (2) itemized invoices evidencing applicable purchases are attached to the Aggregate Loan Principal Balance after giving effect to such Borrowingapplicable Borrowing Request, (3) proof of applicable payments are attached to the desired applicable Borrowing DateRequest, and (4) the account of the Borrower Lender approves such reimbursements (such approval not to which the be unreasonably withheld), and proceeds of such initial Borrowing are approved for reimbursement may be distributed by Borrower to be remitted, (B) certify that, after giving effect to an affiliate of Borrower on the proposed Borrowing, no Borrowing Base Deficiency would exist and (C) if any Eligible Timeshare Loans are being added to the Collateral in connection with date of such Borrowing, be accompanied by a duly completed Schedule I to such Borrowing Request which sets forth the required information regarding such Eligible Timeshare Loans.

Borrowing Requests. (ia) On any Business Day on or after the Closing Date and prior to the Commitment Termination Date, the Borrower, on the terms and conditions provided herein, may from time to time request that Revolving Loans be made by all Lenders with Revolving Commitments. The aggregate amount of such requested Loans shall be in a principal amount equal to (A) $3,000,000 or an integral multiple of $1,000,000 for amounts in excess thereof or (B) if less than the amount specified in (A), the unused amount of the Commitments. Revolving Loans shall be requested by the Borrower may request a Borrowing hereunder by submitting delivering, e-mailing or telecopying to the Administrative Agent a Borrowing Request no later than the time specified in the next sentence. A written request for a Borrowing shall be received by the Administrative Agent no later than 9:00 a.m. (with a copy to each Los Angeles time) not less than three (3) Business Days preceding the date of the Paying Agentrequested Loans, the Servicer, the Backup Servicer and the Custodian) a written notice, substantially in the form case of Exhibit B LIBOR Loans and Cost of Funds Rate Loans that are Revolving Loans. Subject to Section 3.4.4, each Borrowing Request shall be irrevocable and binding upon the Borrower. All Borrowing Requests for LIBOR Loans and Cost of Funds Rate Loans hereunder shall be made on a pro rata basis (eachbased on the available amounts of the Commitments of Lenders other than CP Conduits and of CP Conduits, respectively). (b) Whenever the Borrower desires to make a “Borrowing Request”) of Swingline Loans hereunder, it shall give the Swingline Lender, not later than 10:00 a.m. (New York City Los Angeles time) on the second date that a Swingline Loan is to be made, written notice in the form of a Borrowing Request of each Swingline Loan to be made hereunder; provided, that no more than five Swingline Loans may be requested in any calendar month unless the Swingline Lender otherwise consents and no Borrowing of a Swingline Loan may be made at any time when the LIBOR Market Index Rate cannot be determined or when the Borrowing of a Swingline Loan would result, after giving effect to all related Mandatory Borrowings, in more than ten (2nd10) Business Day prior separate Interest Periods with respect to all Revolving Loans. Each such notice shall be irrevocable and specify in each case (A) the date of the proposed Borrowing (eachwhich shall be a Business Day) and (B) the aggregate principal amount of Swingline Loans to be made pursuant to such Borrowing. Each such Swingline Loan shall be (i) denominated in Dollars in a principal amount of $1,000,000 or an integral multiple of $1,000,000 for amounts in excess thereof and (ii) made as Swingline Rate Loans. Mandatory Borrowings shall be made in accordance with Section 3.1.1(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 3.1.1(c). (c) Swingline Loans shall be funded with an automatic Borrowing of Revolving Loans (each such Borrowing, a “Mandatory Borrowing”), on the third Business Day following the Borrowing Date”of any Swingline Loan hereunder, from all Revolving Lenders pro rata on the basis of their respective Revolving Percentages (determined before giving effect to any termination of the Commitments pursuant to Section 7.3) and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each such Revolving Lender hereby irrevocably agrees, subject to the limitations on the obligations of CP Conduits and the limitations with respect to Types of Loans that may be made by CP Conduits and Lenders other than CP Conduits set forth in Section 2.1.1, to make Revolving Loans pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Article IV are then satisfied, (iii) whether a Default then exists (provided such Swingline Loan did not violate the last sentence of Section 2.1.2(b) when made), (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Maximum Commitment at such time (provided, that such Swingline Loan met the requirements of Section 2.1.2(b)(ii) when made). In the event that any Mandatory Borrowing is required to be made and cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding described in Section 7.1.9 with respect to the Borrower), then each such Revolving Lender hereby agrees, subject to the limitations on the obligations of CP Conduits and the limitations with respect to Types of Loans that may be made by CP Conduits and Lenders other than CP Conduits set forth in Section 2.1.1, that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.3); provided, that there (x) all interest payable on the Swingline Loans shall not be more than one for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (1y) Borrowing Date during at the time any calendar week (except as set forth in Section 2.02(e) following delivery purchase of a Funding Delay Notice). Promptly after its receipt thereofparticipations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swingline Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the Swingline Rate plus the Applicable Margin for each such day. (d) The Administrative Agent shall submit notify the Lenders (or any other Person as previously directed in writing by a copy Lender to the Administrative Agent) of the receipt of each Borrowing Request (including with respect to each Managing Agent who any Swingline Loan) promptly, and in no event later than the Business Day following receipt thereof. Such notice shall promptly forward a copy thereof be given in writing by facsimile or e-mail. Each request for Loans made pursuant to this Section 3.1.1 shall constitute the Borrower’s representation and warranty made to the Administrative Agent and the Lenders in its Lender Group. (ii) Each Borrowing Request shall: (A) specify (1) the amount that all of the requested Borrowing which amount shall be allocated among the Lender Groups based on the respective Conduit Lending Limits of the Conduit Lenders (or Commitmentsapplicable conditions contained in Article IV shall, if there are no Conduit Lenders in a Lender Group) in each Lender Group, (2) the Aggregate Loan Principal Balance after giving effect to such Borrowing, (3) the desired Borrowing Datebe satisfied, and (4) the account making available of such Loans to the Borrower shall be subject to the satisfaction of the Borrower applicable conditions of Article IV. (e) Any such notice of a Borrowing Request given to which a Designated CP Conduit under this Section 3.1.1 shall be effective with respect to any Designated CP Conduit Committed Lender that assumes the proceeds obligations of such Borrowing are to be remitted, (B) certify that, after giving effect any Designated CP Conduit hereunder on or prior to the proposed Borrowing, no date of the Borrowing Base Deficiency would exist and (C) if any Eligible Timeshare Loans are being added to the Collateral in connection with such Borrowing, be accompanied by a duly completed Schedule I to such Borrowing Request which sets forth the required information regarding such Eligible Timeshare Loansspecified therein.

Borrowing Requests. (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 (with a copy to each of the Paying Agent, the Servicer, the Backup Servicer Calculation Agent and the Custodian) Diligence Agent a written noticenotice (together with the notice referred to in Section 2.02(a)(ii) below, each an “Initial Borrowing Request”) substantially in the form of Exhibit B (each, a “Borrowing Request”) not later than 10:00 a.m. (New York City time) on the second (2nd) Business Day prior to the date of the proposed Borrowing (each, a “Borrowing Date”)H-1; provided, that there 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) Borrowing Date during any calendar week (except as 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(e2.02(a)(iv) following delivery 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 Funding Delay NoticeBorrowing 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 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, 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 Administrative Agent or the Borrower Representative until the next Business Day. Promptly after its receipt thereofof a Final Borrowing Request and by no later than three (3) Business Days prior to the proposed Borrowing Date, the Administrative Agent shall submit a copy of each deliver the Final Borrowing Request to each Managing Lender, together with the Diligence Agent who shall promptly forward a copy thereof Certification and the Final Report described above. By no later than 4:00 p.m. (New York City time) one (1) Business Day prior to the Lenders in its Lender Group.proposed Borrowing Date, the Administrative Agent shall provide written instructions for the disbursement of funds to the Paying Agent. ​ (iiiv) Each Upon receipt of an Initial Borrowing Request shall: for Property Loans, the Administrative Agent shall request that the Diligence Agent confirm that (A) specify (1) the amount Property File in respect of each Pending Advance Property that is subject to the requested related Borrowing which amount shall be allocated among the Lender Groups based on the respective Conduit Lending Limits of the Conduit Lenders (or Commitments, if Request has been reviewed and that there are is no Conduit Lenders in a Lender Group) in each Lender Group, (2) the Aggregate Loan Principal Balance after giving effect Deficiency with respect to such Borrowing, (3) the desired Borrowing Date, and (4) the account of the Borrower to which the proceeds of such Borrowing are to be remittedProperty File, (B) certify thatthe due diligence review in respect of each such Pending Advance Property that is subject of the related Borrowing Request has been completed, after giving effect including confirmation by the Diligence Agent that it has reviewed the documentation required to be included in the proposed BorrowingProperty File for each Pending Advance Property that is specified in items 3 through 5 of 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, no Borrowing Base Deficiency would exist and (C) Broker Price Opinions and inspections for each of the Pending Advance Properties that are the subject of 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 any Eligible Timeshare Loans are being added applicable, with respect to each Pending Advance Property that is subject to the Collateral related Borrowing Request have been determined. The Administrative Agent shall instruct the Diligence Agent to provide copies of each Broker Price Opinion to the Borrower Representative. ​ (v) Upon receipt of an Initial Borrowing Request for Renovation Loans, the Administrative Agent shall request that the Diligence Agent confirm that (A) the Property File in connection 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 such Borrowing, be accompanied by a duly completed Schedule I respect to 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 which sets 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 information regarding under Section 3.03(g), have been ordered and satisfactorily completed, all at the Borrowers’ expense. ​ (vi) It is understood and agreed that any 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 cause delays with respect to the occurrence of a proposed Borrowing Date and neither the Administrative Agent, the Calculation Agent nor the Diligence Agent shall have any liability relating in any way to such Eligible Timeshare Loansdelay.

Borrowing Requests. (i) The Borrower Representative may request a Borrowing of Property Loans hereunder with respect to Pending Advance Properties by submitting to the Administrative Agent (with a copy to each of the Paying Agent, the Servicer, the Backup Servicer Calculation Agent and the Custodian) Diligence Agent a written noticenotice (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 B M-1; provided, that the aggregate number of Initial Borrowing Requests (eachon 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 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 10:00 a.m. 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 described above. By no later than 4:00 p.m. (New York City time) on the second one (2nd1) Business Day prior to the date of the proposed Borrowing Date, the Administrative Agent shall provide written instructions for the disbursement of funds to the Paying Agent. (eachii) 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 Date”)Request substantially in the form of Exhibit M-2; provided, that there shall not be more than one (1x) the aggregate number of Initial Borrowing Date during 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; (except as 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(e2.02(a)(v) following delivery in respect of each applicable Pending Renovation 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 Funding Delay Notice)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 thereofof a Final Borrowing Request by no later than three (3) Business Days prior to the proposed Borrowing Date, the Administrative Agent Borrower Representative shall submit a copy of each such Final Borrowing Request to the Administrative Agent for delivery to each Managing Lender, together with the Diligence Agent who shall promptly forward a copy thereof Certification and the Final Report. By no later than 4:00 p.m. (New York City time) one (1) Business Day prior to the Lenders in its Lender Groupproposed Borrowing Date, the Administrative Agent shall provide written instructions for the disbursement of funds to the Paying Agent. (iiiii) Each [Reserved]. (iv) Upon receipt of an Initial Borrowing Request shall: for Property Loans, the Administrative Agent shall request that the Diligence Agent confirm that (A) specify (1) the amount Property File in respect of each Pending Advance Property that is subject to the requested related Borrowing which amount shall be allocated among the Lender Groups based on the respective Conduit Lending Limits of the Conduit Lenders (or Commitments, if Request has been reviewed and that there are is no Conduit Lenders in a Lender Group) in each Lender Group, (2) the Aggregate Loan Principal Balance after giving effect Deficiency with respect to such Borrowing, (3) the desired Borrowing Date, and (4) the account of the Borrower to which the proceeds of such Borrowing are to be remittedProperty File, (B) certify that, after giving effect the due diligence review in respect of each such Pending Advance Property that is subject to the proposed Borrowingrelated Borrowing Request has been completed, no Borrowing Base Deficiency would exist including, without limitation, confirmation by the Diligence Agent that it has reviewed the documentation required to be included in the Property File for each Pending Advance Property that is specified in items 3 through 5 of Schedule I-A or Schedule I-B, as applicable, and determined that the Eligible Property criteria set forth in items 1 and 2 of Schedule I-A or the Non-Conforming Property criteria set forth in item 1 of Schedule I-B, as applicable, have been satisfied with respect to each such Pending Advance Property, (C) if any Eligible Timeshare Loans Broker Price Opinions and inspections for each of the Pending Advance Properties that are being added the subject to the Collateral 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 connection 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 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 such Borrowing, be accompanied by a duly completed Schedule I respect to such Property File, (B) the related Completion Requirements Certificate for each such Pending Renovation Advance Property that is subject to the related Borrowing Request which sets has been reviewed 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), 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 (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 this Section 2.02(a) and (y) such findings and modifications may cause delays with respect to the required information regarding such Eligible Timeshare Loansoccurrence of a proposed Borrowing Date.

Borrowing Requests. (i) The Borrower may shall request a Borrowing hereunder by submitting to the Administrative Program Agent (with a copy to each of the Paying Agent, the Servicer, the Backup Servicer and the Custodian) a written notice, substantially in the form of Exhibit B (each, a “Borrowing Request”) not later than 10:00 (x) in the case of a Borrowing of less than or equal to $20,000,000, 11:00 a.m. (New York City time) on the second Business Day of the proposed Borrowing or (2ndy) in the case of a Borrowing in excess of $20,000,000, 12:00 p.m. (New York City time) on the Business Day prior to the date of the proposed Borrowing (each, a “Borrowing Date”); provided, that there shall not be more than one (1) Borrowing Date during any calendar week (except as set forth in Section 2.02(e) following delivery of a Funding Delay Notice). Promptly after its receipt thereof, the Administrative Program Agent shall submit a copy of each Borrowing Request to each Managing Agent who shall promptly forward a copy thereof to the Lenders in its Lender Group. (ii) Each Borrowing Request shall: (A) specify (1) the amount of the requested Borrowing which amount shall be allocated among the Lender Groups based on the respective Conduit Lending Limits of the Conduit Lenders (or Commitments, if there are no Conduit Lenders in a Lender Group) in each Lender Group, (2) the Aggregate Outstanding Loan Principal Balance Amount after giving effect to such Borrowing, (3) the desired Borrowing Date, and (4) the account of the Borrower to which the proceeds of such Borrowing are to be remitted, (B) certify that, after giving effect to the proposed Borrowing, no Borrowing Base Deficiency would exist exist, and (C) if any Eligible Timeshare Loans are being added to the Collateral in connection with such Borrowing, be accompanied by a duly completed Schedule I to such Borrowing Request which sets forth the required information regarding the Eligible Contracts or Wet Contracts that are the subject of such Eligible Timeshare LoansBorrowing.

Borrowing Requests. (ia) The Promptly upon the effectiveness of the amendment and restatement of the Existing Credit Agreement as provided herein but subject to paragraphs (b) and (c) below, the Borrower may request a shall deliver Borrowing hereunder by submitting Requests with respect to the Administrative Agent (with outstanding Borrowings under the Amended Credit Agreement, identifying each such Borrowing as a copy to each 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 Paying AgentAmended Credit Agreement, but shall be solely for the Servicerpurpose of establishing the segregation of outstanding Class A Borrowings, the Backup Servicer Class C Borrowings and the Custodian) a written notice, substantially in the form of Exhibit B (each, a “Borrowing Request”) not later than 10:00 a.m. (New York City time) on the second (2nd) Business Day prior to the date of the proposed Borrowing (each, a “Borrowing Date”); provided, that there shall not be more than one (1) Borrowing Date during any calendar week (except as set forth in Section 2.02(e) following delivery of a Funding Delay Notice). Promptly after its receipt thereof, the Administrative Agent shall submit a copy of each Borrowing Request to each Managing Agent who shall promptly forward a copy thereof to the Lenders in its Lender GroupClass D Borrowings. (iib) Each Borrowing Request shall: (A) specify (1) the amount of the requested Borrowing which amount shall be allocated among the Lender Groups based on the respective Conduit Lending Limits of the Conduit Lenders (or Commitments, if there are no Conduit Lenders in a Lender Group) in each Lender Group, (2) the Aggregate Loan Principal Balance after giving effect to such Borrowing, (3) the desired Borrowing Date, and (4) the account of the Borrower to which the proceeds of such Borrowing are to be remitted, (B) certify thatIf, after giving effect to the proposed Borrowingtransactions contemplated hereby on the Restatement Effective Date, no Borrowing Base Deficiency would exist 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. (Cc) if any Eligible Timeshare 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 their Class D Commitments, then the Borrower shall, on the Restatement Effective Date, prepay all such Class D Revolving Loans (it being added to the Collateral in connection with understood that such Borrowing, prepayment may be accompanied financed by a duly completed Schedule I to simultaneous borrowing of Class D Revolving Loans in accordance with the Amended Credit Agreement). The undersigned Lenders hereby waive any requirement of prior notice of any such Borrowing Request which sets forth the required information regarding such Eligible Timeshare Loansprepayment.

Borrowing Requests. (i) The Borrower may request a Borrowing hereunder by submitting to the Administrative Agent (with a copy to each of the Paying Agent, the Servicer, the Backup Servicer and the Custodian) a written notice, substantially in the form of Exhibit B (each, a “Borrowing Request”) not later than 10:00 a.m. (New York City time) on the second (2nd) Business Day prior to the date of the proposed Borrowing (each, a “Borrowing Date”); provided, that there shall not be more than one (1) Borrowing Date during any calendar week (except as set forth in Section 2.02(e) following delivery of a Funding Delay Notice)week. Promptly after its receipt thereof, the Administrative Agent shall submit a copy of each Borrowing Request to each Managing Agent who shall promptly forward a copy thereof to the Lenders in its Lender Group. (ii) Each Borrowing Request shall: (A) specify (1) the amount of the requested Borrowing which amount shall be allocated among the Lender Groups based on the respective Conduit Lending Limits of the Conduit Lenders (or Commitments, if there are no Conduit Lenders in a Lender Group) in each Lender Group, (2) the Aggregate Loan Principal Balance after giving effect to such Borrowing, (3) the desired Borrowing Date, and (4) the account of the Borrower to which the proceeds of such Borrowing are to be remitted, (B) certify that, after giving effect to the proposed Borrowing, no Borrowing Base Deficiency would exist and (C) if any Eligible Timeshare Loans are being added to the Collateral in connection with such Borrowing, be accompanied by a duly completed Schedule I to such Borrowing Request which sets forth the required information regarding such Eligible Timeshare Loans.

Borrowing Requests. (i) The Borrower Company may from time to time request a Borrowing hereunder loan under Section 2.1.1 by submitting providing to the Administrative New York Managing Agent a notice (with which may be given by a copy to each of the Paying Agent, the Servicer, the Backup Servicer and the Custodian) a written notice, substantially telephone call if promptly confirmed in the form of Exhibit B (each, a “Borrowing Request”) writing). Such notice must be not later than 10:00 10:30 a.m. (New York City time) on the second same Banking Day as the requested Closing Date for such loan (2nd) Business or on the third Banking Day prior to the date requested Closing Date if any portion of such loan will be subject to a Eurodollar Pricing Option on the proposed Borrowing (each, a “Borrowing requested Closing Date”); provided, that there shall not be more than one (1) Borrowing Date during any calendar week (except as set forth in Section 2.02(e) following delivery of a Funding Delay Notice). Promptly after its receipt thereof, the Administrative Agent shall submit a copy of each Borrowing Request to each Managing Agent who shall promptly forward a copy thereof to the Lenders in its Lender Group. (ii) Each Borrowing Request shall: (A) The notice must specify (1a) the amount of the requested Borrowing loan (which amount shall be allocated among not less than $1,000,000 and shall otherwise be an integral multiple of $500,000) and (b) the requested Closing Date therefor (which shall be a Banking Day). Upon receipt of such notice, the New York Managing Agent will promptly inform each other Lender Groups based on (by telephone or otherwise). Each such loan will be made at the respective Conduit Lending Limits New York Office by depositing the amount thereof to the general account of the Conduit Lenders (or Commitments, if there are no Conduit Lenders in a Lender Group) in Company with the New York Managing Agent. Three-Year Revolving Notes. The aggregate principal amount of the loans outstanding from time to time under this Section 2.1 is referred to as the "Three-Year Revolving Loan". The Three-Year Revolving Loan shall be deemed owed to each Lender Group, (2) the Aggregate Loan Principal Balance after giving effect to having a Commitment therein severally in accordance with such Borrowing, (3) the desired Borrowing DateLender's Percentage Interest therein, and (4) all payments thereon shall be for the account of each Lender in accordance with its Percentage Interest therein. The Company's obligations to pay each Lender's Percentage Interest in the Borrower Three-Year Revolving Loan shall be evidenced by a separate note of the Company in substantially the form of Exhibit 2.1.4 (the "Three-Year Revolving Notes"), payable to which each Lender in accordance with such Lender's Percentage Interest in the proceeds Three-Year Revolving Loan. 364-Day Revolving Credit.-Day Revolving Credit 364-Day Revolving Loan. Subject to all the terms and conditions of such Borrowing are this Agreement and so long as no Default exists, from time to be remitted, (B) certify that, time on and after giving effect the Initial Closing Date and prior to the proposed Borrowing364-Day Final Maturity Date the Lenders will, no Borrowing Base Deficiency would exist and (C) if any Eligible Timeshare Loans are being added severally in accordance with their respective Commitments in the 364-Day Revolving Loan, make loans to the Collateral Company in connection such amounts as may be requested by the Company in accordance with Section 2.2.3. The sum of the aggregate principal amount of loans made under this Section 2.2.1 at any one time outstanding plus the 364-Day Competitive Auction Facility Loans shall in no event exceed the Maximum Amount of 364-Day Revolving Credit. In no event will the principal amount of loans at any one time outstanding made by any Lender pursuant to this Section 2.2 exceed such Borrowing, be accompanied by a duly completed Schedule I Lender's Commitment with respect to such Borrowing Request which sets forth the required information regarding such Eligible Timeshare Loans364-Day Revolving Loan.