Common use of Borrowing Requests Clause in Contracts

Borrowing Requests. (a) Promptly upon the effectiveness of the amendment and restatement of the Existing Credit Agreement as provided herein, the Company shall, to the reasonable satisfaction of the Administrative Agent, deliver Borrowing/Election Notices with respect to the outstanding Advances under the Restated Credit Agreement, identifying each such Advance as one consisting of 2017 Revolving Loans or 2019 Revolving Loans, as the case may be, and the amount thereof and, in the case of Eurocurrency Rate Borrowings, the remaining Interest Periods. Such Borrowing/Election Notices shall be reasonably satisfactory to the Company and the Administrative Agent. Such Borrowing/Election Notices shall not affect the interest rate or remaining Interest Period of any Advance or change the Eurocurrency Rate of any Advance or require any payment under Section 4.4 of the Restated Credit Agreement, but shall be solely for the purpose of establishing the segregation of the outstanding 2017 Revolving Loans and 2019 Revolving Loans. (b) If, after giving effect to the transactions contemplated hereby on the Restatement Effective Date, (i) the 2017 Revolving Credit Obligations exceed the Aggregate 2017 Revolving Loan Commitment, (ii) the 2019 Net Aggregate Revolving Credit Exposure exceeds the Aggregate 2019 Revolving Loan Commitment or (iii) the portion of the 2019 Net Aggregate Revolving Credit Exposure denominated in Agreed Currencies other than Dollars exceeds the Foreign Currency Sublimit, then the Borrowers shall repay applicable Revolving Loans, on the Restatement Effective Date, in such amount as shall be necessary to eliminate such excess and such other Loans as the Company shall specify to the Administrative Agent and/or, to the extent there are any Letters of Credit as of the Restatement Effective Date, cash collateralize any such Letters of Credit in accordance with the terms of the Restated Credit Agreement. The undersigned Required Lenders hereby waive any requirement of prior notice of any such prepayment. (c) If, after giving effect to the transactions contemplated hereby on the Restatement Effective Date, there are 2019 Revolving Loans outstanding but such Loans are not held by the 2019 Revolving Loan Lenders ratably in accordance with their 2019 Revolving Loan Commitments, the Administrative Agent shall administer any required assignment and reallocation of outstanding 2019 Revolving Loans and participations in outstanding Swing Line Loans and Letters of Credit ratably among the 2019 Revolving Loan Lenders; provided that the Borrowers shall indemnify all applicable Lenders for breakage costs in accordance with Section 4.4 of the Restated Credit Agreement.

Borrowing Requests. (a) Promptly Without limiting any requirement that the Company deliver a Borrowing/Election Notice with respect to Term Loans that will be made by New 2017 Lenders on the Restatement Effective Date (accompanied by a breakage indemnification letter reasonably satisfactory to the Administrative Agent), promptly upon the effectiveness of the amendment and restatement of the Existing Credit Agreement as provided herein, the Company shall, to the reasonable satisfaction of the Administrative Agent, deliver Borrowing/Election Notices with respect to the outstanding Advances under the Restated Credit Agreement, identifying each such Advance as one consisting of 2014 Revolving Loans, 2017 Revolving Loans or 2019 Revolving 2017 Term Loans, as the case may be, and the amount thereof and, in the case of Eurocurrency Rate Borrowings, the remaining Interest Periods. Such Borrowing/Election Notices shall be reasonably satisfactory to the Company and the Administrative Agent. Such Borrowing/Election Notices shall not affect the interest rate or remaining Interest Period of any Advance or change the Eurocurrency Rate of any Advance or require any payment under Section 4.4 of the Restated Credit Agreement, but shall be solely for the purpose of establishing the segregation of the outstanding 2014 Revolving Loans, 2017 Revolving Loans and 2019 Revolving and/or 2017 Term Loans. (b) If, after giving effect to the transactions contemplated hereby on the Restatement Effective Date, (i) the 2017 2014 Revolving Credit Obligations exceed the Aggregate 2017 2014 Revolving Loan Commitment, (ii) the 2019 2017 Net Aggregate Revolving Credit Exposure exceeds the Aggregate 2019 2017 Revolving Loan Commitment or (iii) the portion of the 2019 2017 Net Aggregate Revolving Credit Exposure denominated in Agreed Currencies other than Dollars exceeds the Foreign Currency Sublimit, then the Borrowers shall repay applicable Revolving Loans, on the Restatement Effective Date, in such amount as shall be necessary to eliminate such excess and such other Loans as the Company shall specify to the Administrative Agent and/or, to the extent there are any Letters of Credit as of the Restatement Effective Date, cash collateralize any such Letters of Credit in accordance with the terms of the Restated Credit Agreement. The undersigned Required Lenders hereby waive any requirement of prior notice of any such prepayment. (c) If, after giving effect to the transactions contemplated hereby on the Restatement Effective Date, there are 2019 2017 Revolving Loans outstanding but such Loans are not held by the 2019 2017 Revolving Loan Lenders ratably in accordance with their 2019 2017 Revolving Loan Commitments, the Administrative Agent shall administer any required assignment and reallocation of outstanding 2019 2017 Revolving Loans and participations in outstanding Swing Line Loans and Letters of Credit ratably among the 2019 2017 Revolving Loan Lenders; provided that the Borrowers shall indemnify all applicable Lenders for breakage costs in accordance with Section 4.4 of the Restated Credit Agreement.

Borrowing Requests. (a) Promptly upon the effectiveness of the amendment and restatement of the Existing Credit Agreement as provided hereinherein but subject to paragraphs (b) and (c) below, the Company shall, to the reasonable satisfaction of the Administrative Agent, Borrower shall deliver Borrowing/Election Notices Borrowing Requests with respect to the outstanding Advances Borrowings under the Restated Amended Credit Agreement, identifying each such Advance Borrowing as one consisting of 2017 Revolving Loans a Class A Borrowing, Class C Borrowing or 2019 Revolving LoansClass D Borrowing, as the case may be, and the amount thereof and, in the case of Eurocurrency Rate Eurodollar Borrowings, the remaining Interest Periods. Such Borrowing/Election Notices shall be reasonably satisfactory to the Company and the Administrative Agent. Such Borrowing/Election Notices Borrowing Requests shall not affect the interest rate or remaining Interest Period of any Advance Borrowing or change the Eurocurrency Adjusted EURIBO Rate or Adjusted LIBO Rate of any Advance Borrowing or require any payment under Section 4.4 2.15 of the Restated Amended Credit Agreement, but shall be solely for the purpose of establishing the segregation of the outstanding 2017 Revolving Loans Class A Borrowings, Class C Borrowings and 2019 Revolving LoansClass D Borrowings. (b) If, after giving effect to the transactions contemplated hereby on the Restatement Effective Date, (i) the 2017 Revolving Credit Obligations exceed the Aggregate 2017 Revolving Loan Commitment, (ii) the 2019 Net Aggregate Class D Revolving Credit Exposure exceeds the Aggregate 2019 Revolving Loan Commitment or (iii) the portion of the 2019 Net Aggregate Revolving Credit Exposure denominated in Agreed Currencies other than Dollars exceeds the Foreign Currency SublimitClass D Commitments, then the Borrowers Borrower shall repay applicable Revolving prepay Loans, on the Restatement Effective Date, in such amount as shall be necessary to eliminate such excess and such other Loans as the Company Borrower shall specify to the Administrative Agent and/or, to the extent there are any Letters of Credit as of the Restatement Effective Date, cash collateralize any such Letters of Credit in accordance with the terms of the Restated Credit AgreementAgent. The undersigned Required Lenders hereby waive any requirement of prior notice of any such prepayment. (c) If, after giving effect to the transactions contemplated hereby on the Restatement Effective Date, there are 2019 Class D Revolving Loans outstanding but such Loans are not held by the 2019 Revolving Loan Class D Lenders ratably in accordance with their 2019 Revolving Loan Class D Commitments, then the Administrative Agent shall administer any required assignment and reallocation of outstanding 2019 Borrower shall, on the Restatement Effective Date, prepay all such Class D Revolving Loans and participations in outstanding Swing Line (it being understood that such prepayment may be financed by a simultaneous borrowing of Class D Revolving Loans and Letters of Credit ratably among the 2019 Revolving Loan Lenders; provided that the Borrowers shall indemnify all applicable Lenders for breakage costs in accordance with Section 4.4 of the Restated Amended Credit Agreement). The undersigned Lenders hereby waive any requirement of prior notice of any such prepayment.

Borrowing Requests. (a) Promptly upon US REVOLVING CREDIT BORROWING REQUESTS. (1) Whenever a US Borrower desires to make a Borrowing of US Revolving Credit Loans hereunder, GUSAP or PASUG, as applicable (or, during any Non-GUSAP Funding Period, the effectiveness requesting US Operating Borrower) shall give Advance Notice to the Administrative Agent in the form of a Borrowing Request, specifying, subject to the provisions hereof, (i) the aggregate principal amount of the amendment and restatement US Revolving Credit Loans to be made pursuant to such Borrowing, (ii) the date of Borrowing (which shall be a Business Day), (iii) whether the Existing Credit Agreement as provided herein, the Company shall, Dollar Denominated Loans being made pursuant to the reasonable satisfaction of the Administrative Agent, deliver Borrowing/Election Notices with respect such Borrowing are to the outstanding Advances under the Restated Credit Agreement, identifying each such Advance as one consisting of 2017 Revolving be ABR Loans or 2019 Revolving LIBOR Loans, as the case may be, and the amount thereof and, (iv) in the case of Eurocurrency Rate BorrowingsLIBOR Loans, the remaining Interest Periods. Such Borrowing/Election Notices shall be reasonably satisfactory to the Company and the Administrative Agent. Such Borrowing/Election Notices shall not affect the interest rate or remaining Interest Period of to be applicable thereto. During any Advance GUSAP Funding Period, all US Revolving Credit Loans are to be made to GUSAP or change the Eurocurrency Rate of any Advance or require any payment under PASUG, as applicable, for application in accordance with Section 4.4 of the Restated Credit Agreement, but shall be solely for the purpose of establishing the segregation of the outstanding 2017 Revolving Loans and 2019 Revolving Loans2.4(b). (b2) IfThe US Borrowers acknowledge and agree that availability of US Revolving Credit Loans hereunder shall be determined by reference to the individual US Borrowing Base of the US Operating Borrower to which any requested Borrowing shall be allocated in accordance with this Section 2.2(a)(2), notwithstanding that, during any GUSAP Funding Period, the US Borrower to which such requested Borrowing is originally advanced is GUSAP or PASUG. Accordingly, any Borrowing Request issued pursuant to this Section 2.2(a) shall, in addition to the information required to be specified above, also (i) specify the US Borrowing Base of the US Operating Borrower (the "APPLICABLE US OPERATING BORROWER") to which the requested Borrowing shall be allocated (and any such allocation shall be irrevocable), (ii) certify that, both before and after giving effect to the transactions contemplated hereby on requested Borrowing, the Restatement Effective DateAllocated US Revolving Credit Exposure of the Applicable US Operating Borrower will not exceed the US Borrowing Base of such Applicable US Operating Borrower minus Availability Reserves applicable to such Applicable US Operating Borrower, and (iii) be executed by a Responsible Officer of GUSAP or PASUG, as applicable, during any GUSAP Funding Period, or by the Applicable US Operating Borrower during any Non-GUSAP Funding Period. In connection with a Borrowing Request under this Section 2.2(a), GUSAP or PASUG, as applicable, shall be entitled, at its election, to include in the US Borrowing Base for an Applicable US Operating Borrower all or a portion of the Canadian Availability at such time, provided that such Borrowing Request (i) specifies that the 2017 Revolving Credit Obligations exceed the Aggregate 2017 Revolving Loan CommitmentBorrowers have elected to include such Canadian Availability in a US Borrowing Base, (ii) specifies the 2019 Net Aggregate Revolving Credit Exposure exceeds the Aggregate 2019 Revolving Loan Commitment or US Borrowing Base to which such Canadian Availability is to be added, and (iii) specifies the portion amount of the 2019 Net Aggregate Revolving Credit Exposure denominated in Agreed Currencies other than Dollars exceeds Canadian Availability that is to be so added (and a copy of such Borrowing Request is delivered by GUSAP or PASUG, as applicable, to the Foreign Currency Sublimit, then the Borrowers shall repay applicable Revolving Loans, on the Restatement Effective Date, in such amount as shall be necessary to eliminate such excess and such other Loans as the Company shall specify Canadian Administrative Agent concurrently with its delivery to the Administrative Agent and/or, Agent). Each of the Borrowers acknowledges and agrees that any allocation of Canadian Availability pursuant to the extent there are any Letters of Credit as preceding sentence shall result in a concurrent reduction of the Restatement Effective Date, cash collateralize any Canadian Borrowing Base in an amount equal to such Letters of Credit in accordance with the terms of the Restated Credit Agreement. The undersigned Required Lenders hereby waive any requirement of prior notice of any such prepaymentallocation. (c) If, after giving effect to the transactions contemplated hereby on the Restatement Effective Date, there are 2019 Revolving Loans outstanding but such Loans are not held by the 2019 Revolving Loan Lenders ratably in accordance with their 2019 Revolving Loan Commitments, the Administrative Agent shall administer any required assignment and reallocation of outstanding 2019 Revolving Loans and participations in outstanding Swing Line Loans and Letters of Credit ratably among the 2019 Revolving Loan Lenders; provided that the Borrowers shall indemnify all applicable Lenders for breakage costs in accordance with Section 4.4 of the Restated Credit Agreement.

Borrowing Requests. Each Borrowing Request shall identify ------------------ the Agency Commitment pursuant to which the Mortgage Backed Securities to be backed by such Mortgage Loans are to be issued by FNMA or FHLMC or guaranteed by GNMA (such Agency Commitment being the Agency Commitment to which such Mortgage Loans have been "Allocated") and the Take-Out Commitment pursuant to which such --------- Mortgage Backed Securities are to be sold (such Take-Out Commitment being the Take-Out Commitment to which such Mortgage Backed Securities have been "Allocated") and shall be accompanied by: --------- (a) Promptly upon the effectiveness of the amendment and restatement of the Existing Credit Agreement as provided herein, the Company shall, to the reasonable satisfaction of the Administrative Agent, deliver Borrowing/Election Notices any Required Mortgage Documents with respect to the outstanding Advances under the Restated Credit Agreement, identifying each such Advance as one consisting of 2017 Revolving Mortgage Loans or 2019 Revolving Loans, as the case may be, and the amount thereof and, not then in the case of Eurocurrency Rate Borrowings, the remaining Interest Periods. Such Borrowing/Election Notices shall be reasonably satisfactory to the Company and the Administrative Agent. Such Borrowing/Election Notices shall not affect the interest rate or remaining Interest Period of any Advance or change the Eurocurrency Rate of any Advance or require any payment under Section 4.4 possession of the Restated Credit Agreement, but shall be solely for the purpose of establishing the segregation of the outstanding 2017 Revolving Loans and 2019 Revolving Loans.Agent; (b) If, after giving effect to the transactions contemplated hereby on the Restatement Effective Date, (i) the 2017 Revolving Credit Obligations exceed the Aggregate 2017 Revolving Loan a Release of Lien for such Agency Commitment and such Take-Out Commitment, (ii) duly executed by the 2019 Net Aggregate Revolving Credit Exposure exceeds Borrower and the Aggregate 2019 Revolving Loan Commitment or (iii) the portion of the 2019 Net Aggregate Revolving Credit Exposure denominated in Agreed Currencies other than Dollars exceeds the Foreign Currency Sublimit, then the Borrowers shall repay applicable Revolving Loans, on the Restatement Effective Date, in such amount as shall be necessary to eliminate such excess Agent; and such other Loans as the Company shall specify to the Administrative Agent and/or, to the extent there are any Letters of Credit as of the Restatement Effective Date, cash collateralize any such Letters of Credit in accordance with the terms of the Restated Credit Agreement. The undersigned Required Lenders hereby waive any requirement of prior notice of any such prepayment.185 (c) Ifa Bailee Letter in the form of Exhibit "G-1", after giving effect duly executed by the ------------- Borrower, the Agent and the applicable Investor; or (d) the relevant Agency Forms, duly completed (but for certification by the Agent where applicable) and in sufficient quantity to satisfy applicable Agency requirements. The Borrower shall (x) hold in trust for BOIA, with respect to each such Mortgage Loan, the original recorded Mortgage relating to such Mortgage Loan, a mortgagee policy of title insurance (or binding and unexpired commitment to issue such insurance if the policy has not yet been delivered to the transactions contemplated hereby on Borrower) insuring the Restatement Effective DateBorrower's perfected, there are 2019 Revolving Loans outstanding but such Loans are not held first-priority Lien created by the 2019 Revolving Mortgage securing such Mortgage Loan Lenders ratably (subject only to exceptions permitted by the Agency obligated under the Agency Commitment to which such Mortgage Loan has been Allocated), any Appraisals and any insurance policies which relate to such Mortgage Loan, and all other original documents executed in accordance connection with such Mortgage Loan and not delivered to the Agent and (y) upon request of BOIA or the Agent, immediately deliver to the Agent such documents, together with an index specifically identifying each such document. BOIA or the Agent, in their 2019 Revolving reasonable discretion, may reject as unsatisfactory any items so delivered by written notice to the Borrower specifying the reasons therefor, whereupon the Borrower agrees promptly to use all reasonable efforts to correct any defects therein identified by BOIA or the Agent and whereupon any Pledged Mortgage Loan Commitmentswith respect to which any such defect which may be corrected but for which such defect is not corrected within fifteen (15) days after the request for such correction by BOIA or the Agent shall have a Collateral Value of zero. Simultaneously with the delivery of any Borrowing Request, the Administrative Borrower may deliver to the Agent shall administer any required assignment and reallocation a Request for Release of outstanding 2019 Revolving Loans and participations Security Interest in outstanding Swing Line Loans and Letters the form of Credit ratably among the 2019 Revolving Loan Lenders; provided that the Borrowers shall indemnify all applicable Lenders Exhibit "D" for breakage costs processing in accordance with Section 4.4 of the Restated Credit Agreement.3.10. ---------- ------------

Borrowing Requests. Each Borrowing Request shall identify ------------------ the Mortgage Loans which are to provide the Collateral Value necessary to support the requested Borrowing, the Agency Commitment pursuant to which the Mortgage Backed Securities to be backed by such Mortgage Loans are to be issued by FNMA or FHLMC or guaranteed by GNMA (such Agency Commitment being the Agency Commitment to which such Mortgage Loans have been "Allocated") and the Take-Out --------- Commitment pursuant to which such Mortgage Backed Securities are to be sold (such Take-Out Commitment being the Take-Out Commitment to which such Mortgage Backed Securities have been "Allocated") and shall be accompanied by: --------- (a) Promptly upon the effectiveness of the amendment and restatement of the Existing Credit Agreement as provided herein, the Company shall, to the reasonable satisfaction of the Administrative Agent, deliver Borrowing/Election Notices any Required Mortgage Documents with respect to such Mortgage Loans not then in the outstanding Advances possession of Bank One (whether in its capacity as Agent under the Restated Credit Agreement, identifying each such Advance as one consisting of 2017 Revolving Loans Loan Agreement or 2019 Revolving Loans, as the case may be, and the amount thereof and, in the case of Eurocurrency Rate Borrowings, the remaining Interest Periods. Such Borrowing/Election Notices shall be reasonably satisfactory to the Company and the Administrative Agent. Such Borrowing/Election Notices shall not affect the interest rate or remaining Interest Period of any Advance or change the Eurocurrency Rate of any Advance or require any payment under Section 4.4 of the Restated Credit Agreement, but shall be solely for the purpose of establishing the segregation of the outstanding 2017 Revolving Loans and 2019 Revolving Loans.otherwise); (b) Ifa Loan Agreement Bailee Letter, after giving effect duly executed by the Borrower and the Agent, or other evidence satisfactory to the transactions contemplated hereby on the Restatement Effective DateBank One that such Mortgage Loans are not, (i) the 2017 Revolving Credit Obligations exceed the Aggregate 2017 Revolving Loan Commitment, (ii) the 2019 Net Aggregate Revolving Credit Exposure exceeds the Aggregate 2019 Revolving Loan Commitment or (iii) the portion upon funding of the 2019 Net Aggregate Revolving Credit Exposure denominated in Agreed Currencies requested Borrowing will not be, subject to any Lien other than Dollars exceeds the Foreign Currency Sublimit, then the Borrowers shall repay applicable Revolving Loans, on the Restatement Effective Date, in such amount as shall be necessary to eliminate such excess and such other Loans as the Company shall specify to the Administrative Agent and/or, to the extent there are any Letters of Credit as of the Restatement Effective Date, cash collateralize any such Letters of Credit in accordance with the terms of the Restated Credit Agreement. The undersigned Required Lenders hereby waive any requirement of prior notice of any such prepayment.Permitted Liens; (c) Ifa Release of Lien for such Agency Commitment and such Take-Out Commitment, after giving effect duly executed by the Borrower and the Agent; and (d) the relevant Agency Forms, duly completed (but for certification by the Agency Custodian where applicable) and in sufficient quantity to satisfy applicable Agency requirements. The Borrower shall (x) hold in trust for Bank One, with respect to each such Mortgage Loan, the original recorded Mortgage relating to such Mortgage Loan, a mortgagee policy of title insurance (or binding and unexpired commitment to issue such insurance if the policy has not yet been delivered to the transactions contemplated hereby on Borrower) insuring the Restatement Effective DateBorrower's perfected, there are 2019 Revolving Loans outstanding but such Loans are not held first-priority Lien created by the 2019 Revolving Mortgage securing such Mortgage Loan Lenders ratably (subject only to exceptions permitted by the Agency obligated under the Agency Commitment to which such Mortgage Loan has been Allocated), any Appraisals and any insurance policies which relate to such Mortgage Loan, and all other original documents executed in accordance connection with their 2019 Revolving such Mortgage Loan Commitmentsand not delivered to Bank One and (y) upon request of Bank One, immediately deliver to Bank One such documents, together with an index specifically identifying each such document. Bank One in its reasonable discretion may reject as unsatisfactory any items so delivered by written notice to the Borrower specifying the reasons therefor, whereupon the Borrower agrees promptly to use all reasonable efforts to correct any defects therein identified by Bank One and whereupon any Pledged Mortgage Loan with respect to which any such defect may not be corrected and any Pledged Mortgage Loan with respect to which any such defect which may be corrected but for which such defect is not corrected within fifteen (15) days after the request for such correction by Bank One 197 shall have a Collateral Value of zero. For so long as the Loan Agreement remains in effect, simultaneously with the delivery of any Borrowing Request, the Administrative Borrower shall deliver to the Agent shall administer any required assignment and reallocation a Request for Release of outstanding 2019 Revolving Loans and participations in outstanding Swing Line Loans and Letters of Credit ratably among the 2019 Revolving Loan Lenders; provided that the Borrowers shall indemnify all applicable Lenders Security Interest for breakage costs processing in accordance with Section 4.4 3.12 of the Restated Credit Loan Agreement.. ------------

Borrowing Requests. (ai) Promptly upon The Borrower Representative may request a Borrowing of Property Loans hereunder with respect to Pending Advance Properties by submitting to the effectiveness Administrative Agent, the Calculation Agent and the Diligence Agent a written notice (together with the notice referred to in Section 2.02(a)(ii) or 2.02(a)(iii) below, each, an “Initial Borrowing Request”) substantially in the form of Exhibit M-1; provided, that the aggregate number of Initial Borrowing Requests (on an aggregate basis including Borrowing Requests in respect of Property Loans and Renovation Loans) in any calendar week and in any calendar month may not exceed the Maximum Number of Borrowing Requests. Upon receipt of an Initial Borrowing Request, the Administrative Agent shall request confirmation from the Diligence Agent of the amendment 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 restatement 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 described above. By no later than 4:00 p.m. (New York City time) one (1) Business Day prior to the proposed Borrowing Date, the Administrative Agent shall provide written instructions for the disbursement of funds to the Paying Agent. (ii) The Borrower Representative may request a Borrowing of Renovation Loans hereunder with respect to the completed Scheduled Renovation Work for Converted Properties and Conformed Properties that are Stabilized Properties by submitting to the Administrative Agent, the Calculation Agent and the Diligence Agent a Borrowing Request substantially in the form of Exhibit M-2; provided, that (x) the aggregate number of Initial Borrowing Requests (on an aggregate basis including Borrowing Requests in respect of Property Loans and Renovation Loans) in any calendar week and in any calendar month may not exceed the Maximum Number of Borrowing Requests; (y) a Renovation Loan in respect of any Property may only be made once; and (z) the Borrowing Date in respect of any Renovation Loans and a Reserve Release Date shall occur on the same day in any calendar month. Upon receipt of an Initial Borrowing Request, the Administrative Agent shall request confirmation from the Diligence Agent of the Existing Credit Agreement as items set forth in Section 2.02(a)(v) in respect of each applicable Pending Renovation Advance Property, which confirmation shall be provided hereinby 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 Company shallBorrower 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. (iii) [reserved]. (iv) Upon receipt of an Initial Borrowing Request for Property Loans, the Administrative Agent shall request that the Diligence Agent confirm that (A) the Property File in respect of each Pending Advance Property that is subject to the related Borrowing Request has been reviewed and that there is no Deficiency with respect to such Property File, (B) the due diligence review in respect of each such Pending Advance Property that is subject to the related Borrowing Request has been completed, including, without limitation, confirmation by the Diligence Agent that it has reviewed the documentation required to be included in the 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 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 reasonable satisfaction 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, deliver Borrowing/Election Notices 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 outstanding Advances under the Restated Credit Agreement, identifying each such Advance as one consisting occurrence of 2017 Revolving Loans or 2019 Revolving Loans, as the case may be, and the amount thereof and, in the case of Eurocurrency Rate Borrowings, the remaining Interest Periods. Such Borrowing/Election Notices shall be reasonably satisfactory to the Company and the Administrative Agent. Such Borrowing/Election Notices shall not affect the interest rate or remaining Interest Period of any Advance or change the Eurocurrency Rate of any Advance or require any payment under Section 4.4 of the Restated Credit Agreement, but shall be solely for the purpose of establishing the segregation of the outstanding 2017 Revolving Loans and 2019 Revolving Loansa proposed Borrowing Date. (b) If, after giving effect to the transactions contemplated hereby on the Restatement Effective Date, (i) the 2017 Revolving Credit Obligations exceed the Aggregate 2017 Revolving Loan Commitment, (ii) the 2019 Net Aggregate Revolving Credit Exposure exceeds the Aggregate 2019 Revolving Loan Commitment or (iii) the portion of the 2019 Net Aggregate Revolving Credit Exposure denominated in Agreed Currencies other than Dollars exceeds the Foreign Currency Sublimit, then the Borrowers shall repay applicable Revolving Loans, on the Restatement Effective Date, in such amount as shall be necessary to eliminate such excess and such other Loans as the Company shall specify to the Administrative Agent and/or, to the extent there are any Letters of Credit as of the Restatement Effective Date, cash collateralize any such Letters of Credit in accordance with the terms of the Restated Credit Agreement. The undersigned Required Lenders hereby waive any requirement of prior notice of any such prepayment. (c) If, after giving effect to the transactions contemplated hereby on the Restatement Effective Date, there are 2019 Revolving Loans outstanding but such Loans are not held by the 2019 Revolving Loan Lenders ratably in accordance with their 2019 Revolving Loan Commitments, the Administrative Agent shall administer any required assignment and reallocation of outstanding 2019 Revolving Loans and participations in outstanding Swing Line Loans and Letters of Credit ratably among the 2019 Revolving Loan Lenders; provided that the Borrowers shall indemnify all applicable Lenders for breakage costs in accordance with Section 4.4 of the Restated Credit Agreement.