Common use of Conditions Precedent to Borrowings of Renovation Loans Clause in Contracts

Conditions Precedent to Borrowings of Renovation Loans. Each Renovation Loan made by the Lenders to any Borrower, shall be subject to the conditions precedent that on the date of each Borrowing of Renovation Loans, each of the following shall be true and correct both before and immediately after giving effect to such Borrowing: (a) the Administrative Agent shall have received a completed Borrowing Request for such Renovation Loan which shall (A) specify (1) the amount of the requested Borrowing, (2) the type of the requested Borrowing (i.e., Renovation Loan), (3) the Aggregate Loan Principal Balance after giving effect to such Borrowing, (4) the proposed Borrowing Date, and (5) the account of the Borrowers to which the proceeds of such Borrowing are to be remitted and (B) be accompanied by a duly completed schedule to such Borrowing Request which sets forth the required information regarding the Pending Renovation Advance Properties that are the subject of such Borrowing Request in a form and substance reasonably acceptable to the Administrative Agent; (b) the principal amount of the Renovation Loan requested shall not be in excess of the amount permitted by Section 2.01(b); (c) the BPO Value, the Purchase Price, Underwritten Net Cash Flow, Actual Renovation Expenses and Reserves for each Pending Renovation Advance Property under the Borrowing Request for the Renovation Loan and each Financed Property shall have been determined in accordance with this Agreement; (d) all Reserve Accounts shall have been fully funded or will be fully funded upon the making of such Renovation Loan, as required by this Agreement; (e) each Pending Renovation Advance Property that is the subject of such Borrowing shall (i) be an Eligible Property and (ii) meet all of the criteria set forth in clauses (i) through (iv) of the definition of “Stabilized Property”; (f) the Administrative Agent and the Diligence Agent shall have received a certificate signed by a Responsible Officer of Borrower Representative stating that the Completion Requirements in respect of each Pending Renovation Advance Property that is the subject of such Borrowing have been met (the “Completion Requirements Certificate”), stating the Actual Renovation Expenses in respect of each such Pending Renovation Advance Property and attaching a copy of the Eligible Lease in respect of each such Pending Renovation Advance Property; (g) the Diligence Agent shall have (i) completed a reasonably satisfactory due diligence review and a reasonably satisfactory review of each Property File related thereto, (ii) confirmed that the Pending Renovation Advance Inspection Requirement is satisfied with respect to each Pending Renovation Advance Property and (iii) delivered to the Administrative Agent and the Lenders a Diligence Agent Certification in respect of each Pending Renovation Advance Property, free and clear of any exceptions; (h) such Pending Renovation Advance Property shall either (i) not have been selected by the Administrative Agent for inspection pursuant to Section 3.03(g) or (ii) if selected by the Administrative Agent for inspection pursuant to Section 3.03(g), the Diligence Agent shall have confirmed compliance of such Property with the Renovation Standards; (i) the Administrative Agent, in its reasonable discretion, (i) shall have determined that the due diligence review performed by the Diligence Agent is reasonably satisfactory and (ii) shall have been reasonably satisfied with a sample of Financed Properties available for inspection pursuant to Section 3.03(g) and the results thereof; (j) the Administrative Agent shall have received a certificate signed by a Responsible Officer of Borrower Representative certifying on behalf of Borrower Representative and the applicable Borrower that each Pending Renovation Advance Property is an Eligible Property on the date of such Borrowing; (k) the Administrative Agent shall have received such other evidence as the Administrative Agent shall reasonably request in order to confirm the facts stated in an officer’s certificate set forth in Section 3.03(f), including reasonably satisfactory inspection of such Properties if required by Administrative Agent pursuant to Section 3.03(g); (l) if an Ineligible Property Condition shall exist on such Borrowing Date, no Pending Renovation Advance Property shall be a Capped Concentration Property; (m) the Administrative Agent, in its reasonable discretion, shall not have determined that any financial, legal or factual premises upon which the terms and conditions of the Borrowing are based are untrue or incorrect in any material respect; (n) the representations and warranties contained in the Loan Documents are true and correct in all respects for representations and warranties qualified as to materiality, and true and correct in all material respects for representations and warranties not qualified as to materiality, before and after giving effect to the Borrowing to take place on such Borrowing Date and to the application of proceeds therefrom, on and as of such day as though made on and as of such date (unless such representation or warranty expressly relates to an earlier date in which case such representation or warranty shall be true and correct as of such earlier date); (o) no event has occurred and is continuing, or would result from such Borrowing, which constitutes an Event of Default hereunder or an event that but for notice or lapse of time or both would constitute an Event of Default; and (p) the absence of any change, occurrence, or development that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Conditions Precedent to Borrowings of Renovation Loans. Each Renovation Loan made by the Lenders to any Borrower, shall be subject to the conditions precedent that on the date of each Borrowing of Renovation Loans, each of the following shall be true and correct both before and immediately after giving effect to such Borrowing: (a) the Administrative Agent shall have received a completed Borrowing Request for such Renovation Loan which shall (A) specify (1) the amount of the requested Borrowing, (2) the type of the requested Borrowing (i.e.i.e. , Renovation Loan), (3) the Aggregate Loan Principal Balance after giving effect to such Borrowing, (4) the proposed Borrowing Date, and (5) the account of the Borrowers to which the proceeds of such Borrowing are to be remitted and (B) be accompanied by a duly completed schedule to such Borrowing Request which sets forth the required information regarding the Pending Renovation Advance Properties that are the subject of such Borrowing Request in a form and substance reasonably acceptable to the Administrative Agent; (b) the principal amount of the Renovation Loan requested shall not be in excess of the amount permitted by Section 2.01(b); (c) the BPO Value, the Purchase Price, Underwritten Net Cash Flow, Actual Renovation Expenses and Reserves for each Pending Renovation Advance Property under the Borrowing Request for the Renovation Loan and each Financed Property shall have been determined in accordance with this Agreement; (d) all Reserve Accounts shall have been fully funded or will be fully funded upon the making of such Renovation Loan, as required by this Agreement; (e) each Pending Renovation Advance Property that is the subject of such Borrowing shall (i) be an Eligible Property and (ii) meet all of the criteria set forth in clauses (i) through (iv) of the definition of “Stabilized Property”; (f) the Administrative Agent and the Diligence Agent shall have received a certificate signed by a Responsible Officer of Borrower Representative stating that the Completion Requirements in respect of each Pending Renovation Advance Property that is the subject of such Borrowing have been met (the “Completion Requirements Certificate”), stating the Actual Renovation Expenses in respect of each such Pending Renovation Advance Property and attaching a copy of the Eligible Lease in respect of each such Pending Renovation Advance Property; (g) the Diligence Agent shall have (i) completed a reasonably satisfactory due diligence review and a reasonably satisfactory review of each Property File related thereto, (ii) confirmed that the Pending Renovation Advance Inspection Requirement is satisfied with respect to each Pending Renovation Advance Property and (iii) delivered to the Administrative Agent and the Lenders a Diligence Agent Certification in respect of each Pending Renovation Advance Property, free and clear of any exceptions; (h) such Pending Renovation Advance Property shall either (i) not have been selected by the Administrative Agent for inspection pursuant to Section 3.03(g) or (ii) if selected by the Administrative Agent for inspection pursuant to Section 3.03(g), the Diligence Agent shall have confirmed compliance of such Property with the Renovation Standards; (i) the Administrative Agent, in its reasonable discretion, (i) shall have determined that the due diligence review performed by the Diligence Agent is reasonably satisfactory and (ii) shall have been reasonably satisfied with a sample of Financed Properties available for inspection pursuant to Section 3.03(g) and the results thereof; (j) the Administrative Agent shall have received a certificate signed by a Responsible Officer of Borrower Representative certifying on behalf of Borrower Representative and the applicable Borrower that each Pending Renovation Advance Property is an Eligible Property on the date of such Borrowing; (k) the Administrative Agent shall have received such other evidence as the Administrative Agent shall reasonably request in order to confirm the facts stated in an officer’s certificate set forth in Section 3.03(f), including reasonably satisfactory inspection of such Properties if required by Administrative Agent pursuant to Section 3.03(g); (l) if an Ineligible Property Condition shall exist on such Borrowing Date, no Pending Renovation Advance Property shall be a Capped Concentration Property; (m) the Administrative Agent, in its reasonable discretion, shall not have determined that any financial, legal or factual premises upon which the terms and conditions of the Borrowing are based are untrue or incorrect in any material respect; (n) the representations and warranties contained in the Loan Documents are true and correct in all respects for representations and warranties qualified as to materiality, and true and correct in all material respects for representations and warranties not qualified as to materiality, before and after giving effect to the Borrowing to take place on such Borrowing Date and to the application of proceeds therefrom, on and as of such day as though made on and as of such date (unless such representation or warranty expressly relates to an earlier date in which case such representation or warranty shall be true and correct as of such earlier date); (o) no event has occurred and is continuing, or would result from such Borrowing, which constitutes an Event of Default hereunder or an event that but for notice or lapse of time or both would constitute an Event of Default; and (p) the absence of any change, occurrence, or development that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Conditions Precedent to Borrowings of Renovation Loans. Each Renovation Loan made by the Lenders to any Borrower, shall be subject to the conditions precedent that on the date of each Borrowing of Renovation Loans, each of the following shall be true and correct both before and immediately after giving effect to such Borrowing: (a) the Administrative Agent shall have received a completed Borrowing Request for such Renovation Loan which shall (A) specify (1) the amount of the requested Borrowing, (2) the type of the requested Borrowing (i.e., Renovation Loan), (3) the Aggregate Loan Principal Balance after giving effect to such Borrowing, (4) the proposed Borrowing Date, and (5) the account of the Borrowers to which the proceeds of such Borrowing are to be remitted and (B) be accompanied by a duly completed schedule to such Borrowing Request which sets forth the required information regarding the Pending Renovation Advance Properties that are the subject of such Borrowing Request in a form and substance reasonably acceptable to the Administrative Agent; (b) the principal amount of the Renovation Loan requested shall not be in excess of the amount permitted by Section 2.01(b); (c) the BPO Value, the Purchase Price, Underwritten Net Cash Flow, Actual Renovation Expenses and Reserves for each Pending Renovation Advance Property under the Borrowing Request for the Renovation Loan and each Financed Property shall have been determined in accordance with this Agreement; (d) all Reserve Accounts shall have been fully funded or will be fully funded upon the making of such Renovation Loan, as required by this Agreement; (e) each Pending Renovation Advance Property that is the subject of such Borrowing shall (i) be an Eligible Property and (ii) meet all of the criteria set forth in clauses (i) through and (ivii) of the definition of “Renovated Stabilized Property”; (f) the Administrative Agent and the Diligence Agent shall have received a certificate signed by a Responsible Officer of Borrower Representative stating that the Completion Requirements in respect of each Pending Renovation Advance Property that is the subject of such Borrowing have been met (the “Completion Requirements Certificate”), stating the Actual Renovation Expenses in respect of each such Pending Renovation Advance Property and attaching a copy of the Eligible Lease in respect of each such Pending Renovation Advance Property; (g) the Diligence Agent shall have (i) determined the BPO Value of each Pending Renovation Advance Property that constituted a Non-Stabilized Property or a Carry-Over Property at the time of the related Property Loan using a Broker Price Opinion obtained after completion of the related Scheduled Renovation Work, (ii) completed a reasonably satisfactory due diligence review and a reasonably satisfactory review of each the Property File related theretoto each Pending Renovation Advance Property, (iiiii) confirmed that the Pending Renovation Advance Inspection Requirement is satisfied with respect to each Pending Renovation Advance Property and (iiiiv) delivered to the Administrative Agent and the Lenders a Diligence Agent Certification in respect of each Pending Renovation Advance Property, free and clear of any exceptions; (h) such Pending Renovation Advance Property shall either (i) not have been selected by the Administrative Agent for inspection pursuant to Section 3.03(g) or (ii) if selected by the Administrative Agent for inspection pursuant to Section 3.03(g), the Diligence Agent shall have confirmed compliance of such Property with the Renovation Standards; (i) the Administrative Agent, in its reasonable discretion, (i) shall have determined that the due diligence review performed by the Diligence Agent is reasonably satisfactory and (ii) shall have been reasonably satisfied with a sample of Financed Properties available for inspection pursuant to Section 3.03(g) and the results thereof; (j) the Administrative Agent shall have received a certificate signed by a Responsible Officer of Borrower Representative certifying on behalf of Borrower Representative and the applicable Borrower that each Pending Renovation Advance Property is an Eligible Property on the date of such Borrowing; (k) the Administrative Agent shall have received such other evidence as the Administrative Agent shall reasonably request in order to confirm the facts stated in an officer’s certificate set forth in Section 3.03(f), including reasonably satisfactory inspection of such Properties if required by Administrative Agent pursuant to Section 3.03(g); (l) if an Ineligible Property Condition shall exist on such Borrowing Date, no Pending Renovation Advance Property shall be a Capped Concentration Property; (m) the Administrative Agent, in its reasonable discretion, shall not have determined that any financial, legal or factual premises upon which the terms and conditions of the Borrowing are based are untrue or incorrect in any material respect; (nm) the representations and warranties contained in the Loan Documents are true and correct in all respects for representations and warranties qualified as to materiality, and true and correct in all material respects for representations and warranties not qualified as to materiality, before and after giving effect to the Borrowing to take place on such Borrowing Date and to the application of proceeds therefrom, on and as of such day as though made on and as of such date (unless such representation or warranty expressly relates to an earlier date in which case such representation or warranty shall be true and correct as of such earlier date); (on) no event has occurred and is continuing, or would result from such Borrowing, which constitutes an Event of Default hereunder or an event that but for notice or lapse of time or both would constitute an Event of Default; and (po) the absence of any change, occurrence, or development that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Conditions Precedent to Borrowings of Renovation Loans. Each Renovation Loan made by the Lenders to any Borrower, shall be subject to the conditions precedent that on the date of each Borrowing of Renovation Loans, each of the following shall be true and correct both before and immediately after giving effect to such Borrowing: (a) the Administrative Agent and the Calculation Agent shall have received a completed Borrowing Request for such Renovation Loan which shall (A) specify (1) the amount of the requested Borrowing, (2) the type of the requested Borrowing (i.e., Renovation Loan), (3) the Aggregate Loan Principal Balance after giving effect to such Borrowing, (4) the proposed Borrowing Date, and (5) the account of the Borrowers to which the proceeds of such Borrowing are to be remitted and (B) be accompanied by a duly completed schedule Properties Schedule to such Borrowing Request which sets forth the required information regarding the Pending Renovation Advance Properties that are the subject of such Borrowing Request substantially in a the form and substance reasonably acceptable to the Administrative Agentattached hereto as Exhibit H-1 or Exhibit H-2, as applicable; (b) the principal amount of the Renovation Loan requested shall not be in excess of the amount permitted by Section 2.01(b); (c) the Borrowers shall have posted via a data site accessible to the Calculation Agent all necessary information to generate the calculations and reports contemplated under Sections 2.01(b) and 2.02(b); (d) the satisfaction of each other condition precedent set forth in Section 2.01(b); (e) the BPO Value, the Purchase Price, Underwritten Net Cash Flow, Actual Renovation Expenses and Reserves for each Pending Renovation Advance Property under the Borrowing Request for the Renovation Loan and each Financed Property shall have been determined in accordance with this Agreement; (df) all amounts required to have been deposited in any Reserve Accounts Account (including the Renovation Reserves, if applicable) shall have been fully funded deposited or will be fully funded deposited upon the making of such Renovation Loan, as required by this Agreement; (eg) the Diligence Agent shall have (i) confirmed the taxes, insurance and Rents to be paid in respect of each Pending Renovation Advance Property, (ii) completed a satisfactory due diligence review and inspection of each Pending Renovation Advance Property and a satisfactory review of each Property File related thereto (iii) confirmed that the Pending Renovation Advance Inspection Requirement is satisfied with respect to each Pending Renovation Advance Property and (iv) delivered to the Administrative Agent and the Lenders a Diligence Agent Certification in respect of each Pending Advance Property (or, with respect to any Pending Advance Property that is an existing Financed Property, in lieu of such Diligence Agent Certification, any confirmation of the Diligence Agent acceptable to the Administrative Agent in its good faith discretion), free and clear of any calculation exceptions; (h) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower Representative certifying on behalf of the applicable Borrower(s) that the complete Property File for each Property being financed with the proceeds of such Property Loan has been delivered to the Administrative Agent by delivery to the online data room pursuant to Section 5.01(t); (i) each Pending Renovation Advance Property that is the subject of such Borrowing shall (i) be an Eligible Property and (ii) meet all of the criteria set forth in clauses (ia) through (ivd) of the definition of “Stabilized Property”; (fj) the Administrative Agent and the Diligence Agent shall have received a certificate signed by a Responsible Officer of the Borrower Representative stating certifying on behalf of the applicable Borrower(s) that the Completion Requirements in respect of each Pending Renovation Advance Property that is an Eligible Property on the subject date of such Borrowing have been met (the “Completion Requirements Certificate”), stating the Actual Renovation Expenses in respect of each such Pending Renovation Advance Property and attaching a copy of the Eligible Lease in respect of each such Pending Renovation Advance PropertyBorrowing; (g) the Diligence Agent shall have (i) completed a reasonably satisfactory due diligence review and a reasonably satisfactory review of each Property File related thereto, (ii) confirmed that the Pending Renovation Advance Inspection Requirement is satisfied with respect to each Pending Renovation Advance Property and (iii) delivered to the Administrative Agent and the Lenders a Diligence Agent Certification in respect of each Pending Renovation Advance Property, free and clear of any exceptions; (hk) such Pending Renovation Advance Property shall either (i) not have been selected by the Administrative Agent for inspection pursuant to Section 3.03(g) or (ii) if selected by the Administrative Agent for inspection pursuant to Section 3.03(g), the Diligence Agent shall have confirmed compliance of such Property with the Renovation Standards; (il) the Administrative Agent, in its reasonable discretion, (i) shall have determined that the due diligence review performed by the Diligence Agent is reasonably satisfactory and (ii) shall have been reasonably satisfied with a sample of Financed Properties and Financed Single Plat Developments available for inspection pursuant to Section 3.03(g) and the results thereof; (j) the Administrative Agent shall have received a certificate signed by a Responsible Officer of Borrower Representative certifying on behalf of Borrower Representative and the applicable Borrower that each Pending Renovation Advance Property is an Eligible Property on the date of such Borrowing; (km) the Administrative Agent shall have received such other evidence as the Administrative Agent shall reasonably request in order to confirm the facts stated in an officer’s certificate set forth in Section 3.03(f3.03(h), including reasonably satisfactory inspection of such Properties if required by Administrative Agent pursuant to Section 3.03(g); (ln) if an Ineligible Property Condition shall exist on such Borrowing Date, no Pending Renovation Advance Property shall be a Capped Concentration Property[reserved]; (m) the Administrative Agent, in its reasonable discretion, shall not have determined that any financial, legal or factual premises upon which the terms and conditions of the Borrowing are based are untrue or incorrect in any material respect; (no) the representations and warranties contained in the Loan Documents are true and correct in all respects for representations and warranties qualified as to materiality, and true and correct in all material respects for representations and warranties not qualified as to materiality, before and after giving effect to the Borrowing to take place on such Borrowing Date and to the application of proceeds therefrom, on and as of such day as though made on and as of such date (unless such representation or warranty expressly relates to an earlier date in which case such representation or warranty shall be true and correct as of such earlier date); (op) no event has occurred and is continuing, or would result from such Borrowing, which constitutes a Default or an Event of Default hereunder or an event that but for notice or lapse of time or both would constitute an Event of Defaulthereunder; and (pq) the absence of any change, occurrence, or development that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.