Common use of Notice and Manner of Obtaining Loans Clause in Contracts

Notice and Manner of Obtaining Loans. The Borrower must give written notice (which may be sent by electronic mail) to the Administrative Agent, or telephonic notice promptly confirmed in writing, of each request for Loans. Each such written request or confirmation must be made in the form and substance of the “Borrowing Request” attached hereto as Exhibit B, duly completed. Each such Borrowing Request must: (a) specify the aggregate amount of any such Borrowing of new Loans and the date on which such Loans are to be advanced; and (b) be received by the Administrative Agent not later than (i) 2:00 p.m., Eastern time, if there is only one Lender or (ii) 1:00 p.m., Eastern time, if there is more than one Lender, on the day on which any such Loans are to be made. With each delivery of a Borrowing Request to the Administrative Agent, the Borrower represents and warrants to the Administrative Agent the following: (i) the Borrower is entitled to receive the requested Loan under the terms and conditions of this Agreement; (ii) all items which the Borrower is required to furnish to the Administrative Agent pursuant to this Agreement accompany the Borrowing Request (or, if Wet Loans, shall be delivered to the Administrative Agent in accordance with the Agreement); (iii) all Mortgage Loans offered thereby conform in all respects with the applicable requirements set forth in this Agreement; (iv) no Event of Default exists under this Agreement or would result from the Borrowing or the application of the proceeds therefrom; (v) no change or event has occurred which with notice and/or the passage of time would constitute an Event of Default; (vi) after giving effect to the Loan requested thereby the Loan Balance shall not exceed the lesser of (1) the Collateral Value of the Borrowing Base and (2) the Aggregate Commitments; and (vii) after giving effect to the Loans requested thereby, no Applicable Sublimit will be exceeded. Additionally, with each Borrowing Request, the Borrower represents and warrants that, except as permitted under this Agreement, the Borrower holds with respect to each of the Mortgage Notes the following: (i) unless delivered therewith, a certified copy of the Mortgage relating to such Mortgage Note; (ii) mortgagee policies of title insurance conforming to the requirements of the Administrative Agent or binding commitments for the issuance of same; (iii) insurance policies insuring the premises subject to the Mortgage and naming the Borrower as lender loss payee, each as required by the Administrative Agent; and (iv) unless delivered therewith, an original of any executed Take-Out Commitment or document evidencing any Hedging Arrangement relating to such Mortgage Note. With the delivery of each Borrowing Request, the Borrower agrees that it holds the above referenced items in trust for the Administrative Agent, and will at any time deliver the same to the Administrative Agent upon request or, upon written instructions from the Administrative Agent, to any Person designated by the Administrative Agent, promptly, and in any event within two (2) Business Days after such request or instructions. The Borrower further agrees that it will not deliver any of the above items, nor give, transfer, or assign any interest in same, to any Person other than the Administrative Agent (or the Person or Persons designated by the Administrative Agent) without the prior written consent of the Administrative Agent. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. If all conditions precedent to such Loan have been met, the Administrative Agent will, promptly upon receipt of funds from the Lenders, on the date remit to the Borrower the amount of such Loan in immediately available dollars, by crediting the Funding Account with immediately available funds in the amount of such Loan.

Notice and Manner of Obtaining Loans. The Borrower must give written notice (which may be sent by electronic mail) to the Administrative Agent, or telephonic notice promptly confirmed in writing, of each request for Loans. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Request” " attached hereto as Exhibit B, duly completed. Each such Borrowing Request must: (a) specify the aggregate amount of any such Borrowing of new Loans and the date on which such Loans are to be advanced; and (b) be received by the Administrative Agent not later than (i) 2:00 3:00 p.m., Eastern Central time, if there is only one Lender or (ii) 1:00 p.m.12:00 noon, Eastern Central time, if there is more than one Lender, on the day on which any such Loans are to be made. With each delivery of a Borrowing Request to the Administrative Agent, the Borrower represents and warrants to the Administrative Agent the following: (i) the Borrower is entitled to receive the requested Loan under the terms and conditions of this Agreement; (ii) all items which the Borrower is required to furnish to the Administrative Agent pursuant to this Agreement accompany the Borrowing Request (or, if Wet Loans, shall be delivered to the Administrative Agent in accordance with the Agreement); (iii) all Mortgage Loans offered thereby conform in all respects with the applicable requirements set forth in this Agreement; (iv) no Event of Default exists under this Agreement or would result from the Borrowing or the application of the proceeds therefrom; (v) no change or event has occurred which with notice and/or the passage of time would constitute an Event of Default; (vi) after giving effect to the Loan requested thereby the Loan Balance shall not exceed the lesser of (1) the Collateral Value of the Borrowing Base and (2) the Aggregate Commitments; and (vii) after giving effect to the Loans requested thereby, no Applicable Sublimit will be exceeded. Additionally, with each Borrowing Request, the Borrower represents and warrants that, except as permitted under this Agreement, the Borrower holds with respect to each of the Mortgage Notes offered the following: (i) unless delivered therewith, a certified copy of the Mortgage relating to such Mortgage Note; (ii) mortgagee policies of title insurance conforming to the requirements of the Administrative Agent or binding commitments for the issuance of same; (iii) insurance policies insuring the mortgaged premises subject to the Mortgage and naming the Borrower as lender loss payee, each as required by the Administrative Agent; and (iv) unless delivered therewith, an original of any executed Take-Out Commitment or document evidencing any Hedging Arrangement relating to such Mortgage Note. With the delivery of each Borrowing Request, the Borrower agrees that it holds the above referenced items in trust for the Administrative Agent, and will at any time deliver the same to the Administrative Agent upon request or, upon written instructions from the Administrative Agent, to any Person designated by the Administrative Agent, promptly, and in any event within two (2) Business Days after such request or instructions. The Borrower further agrees that it will not deliver any of the above items, nor give, transfer, or assign any interest in same, to any Person other than the Administrative Agent (or the Person or Persons designated by the Administrative Agent) without the prior written consent of the Administrative Agent. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. If all conditions precedent to such Loan have been met, the Administrative Agent will, promptly upon receipt of funds from the Lenders, on the date remit to the Borrower the amount of such Loan in immediately available dollars, by crediting the Funding Account with immediately available funds in the amount of such Loan.

Notice and Manner of Obtaining Loans. The Borrower must give written notice (which may be sent by electronic mail) to the Administrative Agent), or telephonic notice promptly confirmed in writing, of each request for Loans. Each such written request or confirmation must be made in the form and substance of the “Borrowing Request” attached hereto as Exhibit B, duly completed. Each such Borrowing Request must: (a) specify the aggregate amount of any such Borrowing of new Loans and the date on which such Loans are to be advanced; and (b) be received by the Administrative Agent Lender not later than (i) 2:00 p.m., Eastern Central time, if there is only one Lender or (ii) 1:00 p.m., Eastern time, if there is more than one Lender, on the day on which any such Loans are to be made. With each delivery of a Borrowing Request to the Administrative AgentLender, the Borrower represents and warrants to the Administrative Agent Lender the following: (i) the Borrower is entitled to receive the requested Loan under the terms and conditions of this Agreement; (ii) all items which the Borrower is required to furnish to the Administrative Agent Lender pursuant to this Agreement accompany the Borrowing Request (or, if Wet Loans, shall be delivered to the Administrative Agent Lender in accordance with the Agreement); (iii) all Mortgage Loans offered thereby conform in all respects with the applicable requirements set forth in this Agreement; (iv) no Event of Default exists under this Agreement or would result from the Borrowing or the application of the proceeds therefrom; (v) no change or event has occurred which with notice and/or the passage of time would constitute an Event of Default; (vi) after giving effect to the Loan requested thereby the Loan Balance shall not exceed the lesser of (1) the Collateral Value of the Borrowing Base and (2) the Aggregate CommitmentsCommitment; and (vii) after giving effect to the Loans requested thereby, no Applicable Sublimit will be exceeded. Additionally, with each Borrowing Request, the Borrower represents and warrants that, except as permitted under this Agreement, the Borrower holds with respect to each of the Mortgage Notes offered the following: (i) unless delivered therewith, a certified the original filed copy of the Mortgage relating to such Mortgage Note; (ii) mortgagee policies of title insurance conforming to the requirements of the Administrative Agent Lender or binding commitments for the issuance of same; (iii) evidence of insurance policies insuring the mortgaged premises subject to the Mortgage and naming the Borrower as lender loss payee, each as required by the Administrative AgentLender; and (iv) unless delivered therewith, an original of any executed Take-Out Commitment or document evidencing any Hedging Arrangement acceptable to Lender in its sole discretion relating to such Mortgage Note. With the delivery of each Borrowing Request, the Borrower agrees that it holds the above referenced items in trust for the Administrative AgentLender, and will at any time deliver the same to the Administrative Agent Lender upon request or, upon written instructions from the Administrative AgentLender, to any Person designated by the Administrative AgentLender, promptly, and in any event within two (2) Business Days after such request or instructions. The Borrower further agrees that it will not deliver any of the above items, nor give, transfer, or assign any interest in same, to any Person other than the Administrative Agent Lender (or the Person or Persons designated by the Administrative AgentLender) without the prior written consent of the Administrative AgentLender. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. If all conditions precedent to such Loan have been met, the Administrative Agent will, promptly upon receipt of funds from the Lenders, met Lender will on the date requested promptly remit to the Borrower the amount of such Loan in immediately available dollars, by crediting the Funding Account with immediately available funds in the amount of such Loan.

Notice and Manner of Obtaining Loans. The Borrower must shall give written Agent notice (which may be sent by electronic mail) to the Administrative Agent, or telephonic notice promptly confirmed in writing, of each request for Tranche A Loans. Each such written request , Tranche B Loans, Tranche C Loans or confirmation must be made in the form and substance of the “Borrowing Request” attached hereto as Exhibit B, duly completed. Each such Tranche D Loans pursuant to a Borrowing Request must: which is received by Agent not later than 11:00 a.m. (aHouston, Texas) specify time, on the aggregate amount of any such Borrowing of new Loans and the date day on which such Loans are to be advanced; and (b) be received by the Administrative Agent not later than (i) 2:00 p.m., Eastern time, if there is only one Lender or (ii) 1:00 p.m., Eastern time, if there is more than one Lender, on the day on which any such Loans are to be made. With each delivery of a Each Borrowing Request to the Administrative Agent, the Borrower represents and warrants to the Administrative Agent the following: (i) the Borrower is entitled to receive the requested Loan under the terms and conditions of this Agreement; (ii) all items which the Borrower is required to furnish to the Administrative Agent pursuant to this Agreement accompany the Borrowing Request (or, if Wet Loans, shall be delivered to the Administrative Agent in accordance with the Agreement); (iii) all Mortgage Loans offered thereby conform in all respects with the applicable requirements set forth in this Agreement; (iv) no Event of Default exists under this Agreement or would result from the Borrowing or the application of the proceeds therefrom; (v) no change or event has occurred which with notice and/or the passage of time would constitute an Event of Default; (vi) after giving effect to the Loan requested thereby the Loan Balance shall not exceed the lesser of a request for both (1) a Swing-Line Loan to be funded by Bank United and the Collateral Value of the Borrowing Base Loans to be made by Lenders to refinance that Swing-Line Loan, and (2) the Aggregate Commitments; and (vii) after giving effect if Bank United elects not to make a Swing-Line Loan, the Loans actually requested thereby, no Applicable Sublimit will be exceeded. Additionally, with each Borrowing Request, by the Borrower represents and warrants that, except as permitted under this Agreement, the Borrower holds with respect to each text of the Mortgage Notes the following: (i) unless delivered therewith, a certified copy of the Mortgage relating Borrowing Request to such Mortgage Note; (ii) mortgagee policies of title insurance conforming to the requirements of the Administrative Agent or binding commitments for the issuance of same; (iii) insurance policies insuring the premises subject to the Mortgage and naming the Borrower as lender loss payee, each as required be funded by the Administrative Agent; and (iv) unless delivered therewith, an original of any executed Take-Out Commitment or document evidencing any Hedging Arrangement relating to such Mortgage Note. With the delivery of each Borrowing Request, the Borrower agrees that it holds the above referenced items in trust for the Administrative Agent, and will at any time deliver the same to the Administrative Agent upon request or, upon written instructions from the Administrative Agent, to any Person designated by the Administrative Agent, promptly, and in any event within two (2) Business Days after such request or instructions. The Borrower further agrees that it will not deliver any of the above items, nor give, transfer, or assign any interest in same, to any Person other than the Administrative Agent (or the Person or Persons designated by the Administrative Agent) without the prior written consent of the Administrative Agent. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmationLenders. If all conditions precedent to such Loan have been metmet and Agent has notified each Lender that Bank United has elected not to make a Swing-Line Loan pursuant to such Borrowing Request, the Administrative Agent will, promptly upon receipt of funds from the Lenders, each Lender will on the date requested promptly remit to the Borrower Agent at Agent's office in Houston, Texas the amount of such Lender's Tranche A Loan, Tranche B Loan, Tranche C Loan or Tranche D Loan, as applicable, in immediately available dollars, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loan have been neither met nor waived as provided herein, Agent shall promptly make such Loan available to Borrower by crediting the Funding Account with a like amount of immediately available funds funds. Bank United shall, not later than 2:00 p.m. (Houston, Texas time) on the date on which it makes any Swing-Line Loan, deposit the amount thereof into the Funding Account. Each Borrowing Request shall be irrevocable and binding on Borrower. Unless Agent shall have received prompt notice from a Lender that such Lender will not make available to Agent such Lender's Loan, Agent may in its discretion assume that such Lender has made such Loan available to Agent in accordance with this section and Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower. If and to the extent such Lender shall not so make its Loan available to Agent, such Lender and Borrower severally agree to pay or repay to Agent within three days after demand the amount of such Loan together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other Loans made on such date, if Borrower is making such repayment; Agent shall use its best efforts to demand any such amount from both such Lender and Borrower, provided, that any failure by Agent to make any such demand on both such Lender and Borrower shall not in any manner affect such Lender's and Borrower's obligation to pay or repay such amount, with interest, as set forth herein. The failure of any Lender to make any Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its Loan, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender.

Notice and Manner of Obtaining Loans. The Borrower must give written notice (which may be sent by electronic mail) to the Administrative Agent, or telephonic notice promptly confirmed in writing, of each request for Loans. Each such written request or confirmation must be made in the form and substance of the “Borrowing Request” attached hereto as Exhibit B, duly completed. Each such Borrowing Request must: (a) specify the aggregate amount of any such Borrowing of new Loans and the date on which such Loans are to be advanced; and (b) for any Committed Loan, be received by the Administrative Agent not later than 2:00 p.m. (iCentral time) 2:00 p.m., Eastern time, if there is only one Lender or (ii) 1:00 p.m., Eastern time, if there is more than one Lender, on the day on which any such Committed Loans are to be made, and for any Swingline Loan, be received by Agent not later than 3:00 p.m. (Central time) on the day on which any such Swingline Loans are to be made. Notwithstanding the foregoing, Agent is hereby authorized by the Lenders to treat any Borrowing Request as a request for Committed Loans or a request for Swingline Loans, in its sole discretion, regardless of the time such Borrowing Request is received by Agent. With each delivery of a Borrowing Request to the Administrative Agent, the Borrower represents and warrants to the Administrative Agent and Lenders the following: (i) the Borrower is entitled to receive the requested Loan under the terms and conditions of this Agreement; (ii) all items which the Borrower is required to furnish to the Administrative Agent pursuant to this Agreement accompany the Borrowing Request (or, if Wet Loans, shall be delivered to the Administrative Agent in accordance with this Agreement and the Security Agreement); (iii) all Mortgage Loans offered thereby conform in all respects with the applicable requirements set forth in this the Agreement; (iv) no Default or Event of Default exists has occurred and is continuing under this Agreement or would result from the Borrowing or the application of the proceeds therefromAgreement; (v) no change or event has occurred which with notice and/or the passage of time would constitute an Event of Default; (vi) after giving effect to the Loan requested thereby the Loan Balance shall aggregate amount of the outstanding principal balance of the Loans will not exceed the lesser of (1l) the Collateral Value of the Borrowing Base and (2) the Aggregate Commitmentstotal Commitments of all Lenders; and (viivi) after giving effect to the Loans requested thereby, no Applicable Sublimit will be exceeded. Additionally, with each Borrowing Request, the Borrower represents and warrants that, except as permitted under this Agreement or the Security Agreement, the Borrower holds with respect to each of the Mortgage Notes offered the following: (i) unless delivered therewith, a certified the original filed copy of the Mortgage relating to such Mortgage Note; (ii) mortgagee policies of title insurance conforming to the requirements of this Agreement and the Administrative Agent Security Agreement or binding commitments for the issuance of same; (iii) insurance policies insuring the mortgaged premises subject to the Mortgage and naming the Borrower as lender loss payee, each as required by this Agreement and the Administrative AgentSecurity Agreement; and (iv) unless delivered therewith, an original of any executed Take-Out Commitment or document evidencing any Hedging Arrangement relating to such Mortgage Note. With the delivery of each Borrowing Request, the Borrower agrees that that, unless delivered to the Agent therewith, it holds the above referenced items in trust for the Administrative Agent, and will at any time deliver the same to the Administrative Agent upon written request or, upon written instructions from the Administrative Agent, to any Person designated by the Administrative Agent, promptly, and in any event within two seven (27) Business Days after such request or instructions. The Borrower further agrees that it will not deliver any of the above items, nor give, transfer, or assign any interest in same, to any Person other than the Administrative Agent (or the Person or Persons designated by the Administrative Agent) without the prior written consent of the Administrative Agent. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. If all conditions precedent to such Loan have been met, the Administrative Agent will, promptly upon receipt of funds from the LendersLenders or the Swingline Lender, on the date remit to the Borrower the amount of such Loan in immediately available dollars, by crediting the Funding Account with immediately available funds in as the amount of such Loan.

Notice and Manner of Obtaining Loans. The Borrower must shall give written ------------------------------------ Agent notice (which may be sent by electronic mail) to the Administrative Agent, or telephonic notice promptly confirmed in writing, of each request for Loans. Each such written request Tranche A Loans or confirmation must be made in the form and substance of the “Borrowing Request” attached hereto as Exhibit B, duly completed. Each such Tranche B Loans pursuant to a Borrowing Request must: which is received by Agent not later than 11:00 a.m. (aDallas, Texas) specify time, on the aggregate amount of any such Borrowing of new Loans and the date day on which such Loans are to be advanced; and (b) be received by the Administrative Agent not later than (i) 2:00 p.m., Eastern time, if there is only one Lender or (ii) 1:00 p.m., Eastern time, if there is more than one Lender, on the day on which any such Loans are to be made. With each delivery of a Each Borrowing Request to the Administrative Agent, the Borrower represents and warrants to the Administrative Agent the following: (i) the Borrower is entitled to receive the requested Loan under the terms and conditions of this Agreement; (ii) all items which the Borrower is required to furnish to the Administrative Agent pursuant to this Agreement accompany the Borrowing Request (or, if Wet Loans, shall be delivered to the Administrative Agent in accordance with the Agreement); (iii) all Mortgage Loans offered thereby conform in all respects with the applicable requirements set forth in this Agreement; (iv) no Event of Default exists under this Agreement or would result from the Borrowing or the application of the proceeds therefrom; (v) no change or event has occurred which with notice and/or the passage of time would constitute an Event of Default; (vi) after giving effect to the Loan requested thereby the Loan Balance shall not exceed the lesser of a request for both (1) a Swing-Line Loan to be funded by Guaranty Federal and the Collateral Value of the Borrowing Base Loans to be made by Lender to refinance that Swing-Line Loan, and (2) the Aggregate Commitments; and (vii) after giving effect if Guaranty Federal elects not to make a Swing- Line Loan, the Loans actually requested thereby, no Applicable Sublimit will be exceeded. Additionally, with each Borrowing Request, by the Borrower represents and warrants that, except as permitted under this Agreement, the Borrower holds with respect to each text of the Mortgage Notes the following: (i) unless delivered therewith, a certified copy of the Mortgage relating Borrowing Request to such Mortgage Note; (ii) mortgagee policies of title insurance conforming to the requirements of the Administrative Agent or binding commitments for the issuance of same; (iii) insurance policies insuring the premises subject to the Mortgage and naming the Borrower as lender loss payee, each as required be funded by the Administrative Agent; and (iv) unless delivered therewith, an original of any executed Take-Out Commitment or document evidencing any Hedging Arrangement relating to such Mortgage Note. With the delivery of each Borrowing Request, the Borrower agrees that it holds the above referenced items in trust for the Administrative Agent, and will at any time deliver the same to the Administrative Agent upon request or, upon written instructions from the Administrative Agent, to any Person designated by the Administrative Agent, promptly, and in any event within two (2) Business Days after such request or instructions. The Borrower further agrees that it will not deliver any of the above items, nor give, transfer, or assign any interest in same, to any Person other than the Administrative Agent (or the Person or Persons designated by the Administrative Agent) without the prior written consent of the Administrative Agent. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmationLenders. If all conditions precedent to such Loan have been metmet and Agent has notified each Lender that Guaranty Federal has elected not to make a Swing-Line Loan pursuant to such Borrowing Request, the Administrative Agent will, promptly upon receipt of funds from the Lenders, each Lender will on the date requested promptly remit to the Borrower Agent at Agent's office in Dallas, Texas the amount of such Lender's Tranche A Loan or Tranche B Loan, as applicable, in immediately available dollars, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loan have been neither met nor waived as provided herein, Agent shall promptly make such Loan available to Borrower by crediting the Funding Account with a like amount of immediately available funds funds. Guaranty Federal shall, not later than 3:00 p.m. (Dallas, Texas time) on the date on which it makes any Swing-Line Loan, deposit the amount thereof into the Funding Account. Each Borrowing Request shall be irrevocable and binding on Borrower. Unless Agent shall have received prompt notice from a Lender that such Lender will not make available to Agent such Lender's Loan, Agent may in its discretion assume that such Lender has made such Loan available to Agent in accordance with this section and Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower. If and to the extent such Lender shall not so make its Loan available to Agent, such Lender and Borrower severally agree to pay or repay to Agent within three days after demand the amount of such Loan together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other Loans made on such date, if Borrower is making such repayment; Agent shall use its best efforts to demand any such amount from both such Lender and Borrower, provided, that any failure by Agent to make any such demand on both such Lender and Borrower shall not in any manner affect such Lender's and Borrower's obligation to pay or repay such amount, with interest, as set forth herein. The failure of any Lender to make any Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its Loan, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender.