Common use of Additional Conditions to Advances Clause in Contracts

Additional Conditions to Advances. Bank shall have the right to condition any Advance upon Bank’s receipt and approval of the following, each in form and content acceptable to Bank and, as applicable, Title Insurer: (a) The Draw Request. (b) Bills, invoices, documents of title, vouchers, statements, receipts and any other documents evidencing the total amount expended, incurred or due for any requested line item shown in the Project Budget. (c) Evidence of Borrower’s use of a lien release, joint check or voucher system acceptable to Bank for payments or disbursements to Contractor or to such Persons as have actually supplied labor, materials or services in connection with the construction of the Improvements, including, but not limited to, a conditional lien waiver signed by each contractor, subcontractor and supplier as to amounts to be disbursed together with an unconditional lien waiver as to all amounts previously disbursed, all In compliance with applicable law; (d) Architect’s, inspector’s and/or engineer’s periodic certifications of the percentage and/or stage of construction that has been completed and its conformance to the Plans and any Governmental Requirement based upon such architect’s, inspector’s and/or engineer’s periodic physical inspections of the Real Property and Improvements. (e) Waivers and releases of any recorded mechanic’s lien, stop notice claim, equitable lien claim or other lien claim rights. (f) Any other documents, requirements, evidence or information that Bank may request under any provision of the Loan Documents. (g) Evidence that any goods, materials, supplies, fixtures or other work in progress for which disbursement is requested have been incorporated into the Improvements. (h) In the event any Draw Request includes the cost of Offsite Materials, such Draw Request shall include each of the following: (i) evidence that the Offsite Materials have been purchased by Borrower, have been segregated from other materials in the facility where they are stored and have been appropriately marked to indicate Borrower’s ownership thereof and Bank’s security interest therein; (ii) evidence that the Offsite Materials are insured as required by this Agreement; and (iii) at Bank’s request, a security agreement, financing statement, acknowledgment, and/or subordination agreement in form and content satisfactory to Bank executed by the supplier of the Offsite Materials, and/or such other Persons as Bank determines may have an interest in or claim to the Offsite Materials, together with such other additional documentation and evidence as Bank may reasonably require to assure itself that it has a perfected first priority lien on the Offsite Materials. (i) In the event any Draw Request Includes the cost of Onsite Materials, such Draw Request shall include each of the following: (i) evidence that the Onsite Materials have been purchased by Borrower; (ii) evidence that the Onsite Materials are insured as required hereunder; and (iii) evidence that the Onsite Materials are stored In an area on the Real Property for which adequate security is provided against theft and vandalism.

Additional Conditions to Advances. Bank shall have the right to condition any Advance upon Bank’s receipt and approval The obligation of the following, each in form and content acceptable Bank to Bank and, as applicable, Title Insurerconsent to advances of the Bond proceeds pursuant to this Agreement is subject to the following additional conditions precedent: (a) The Draw RequestBorrower shall invest an amount equal to $0 (hereinafter referred to as the "Initial Equity Requirement") in the Property in a manner satisfactory to the Bank prior to any advance of Bond proceeds for Direct Construction Costs, Other Project Costs or for any other reason whatsoever. The investment of the Initial Equity Requirement by the Borrower in the Property shall be substantiated by evidence satisfactory to the Bank. The entire Initial Equity Requirement shall remain invested in the Property until such time as the Bonds, together with all interest thereon and other sums due with respect thereto, have been paid in full. (b) BillsEach Request for Advance shall be accompanied by a certificate or report of the Construction Consultant to the Bank in which the Construction Consultant shall in substance (i) verify that the portion of the Improvements completed as of the date of such site observation has been completed substantially in accordance with the Plans and Specifications, invoicesand (ii) state its estimate of (aa) the percentage of construction of the Improvements completed as of the date of such site observation on the basis of work in place as part of the Improvements and the Trade Breakdown Schedule, documents (bb) Direct Construction Costs actually incurred for work in place as part of titlethe Improvements as of the date of such site observation, vouchers(cc) the sum necessary to complete construction of the Improvements in accordance with the Plans and Specifications, statements, receipts and any other documents evidencing (dd) the total amount expended, incurred or due for any requested line item shown of time from the date of such inspection which will be required to complete construction of the Improvements in accordance with the Project BudgetPlans and Specifications. (c) Evidence Prior to each advance of the Bond proceeds, the Title Company shall have issued (i) a written continuation of title showing title to the Property to be vested in the Borrower and no exceptions to the title of the Property other than those exceptions previously approved by the Bank in writing, and (ii) a written commitment to insure the priority of the lien of the Mortgage, subject only to exceptions previously approved by the Bank in writing, for an amount equal to the full amount of each advance of the Bonds. The title policy insuring the lien of mortgage shall contain all endorsements required by the Bank. If required by the Bank, such continuations of title shall contain affirmative insurance that covenants and restrictions, if any, reported against the Property have not been violated by the Improvements. (d) Prior to each advance of the Bond proceeds to the Borrower pursuant to this Agreement, the Borrower shall, upon request of the Bank, furnish the Bank with evidence satisfactory to the Bank, showing payment of all bills and charges for which advances of the Bond proceeds have been previously made pursuant to this Agreement. The Borrower shall also deliver to the Bank, upon request, such bills, receipts, invoices and other evidence as may reasonably be required by the Bank to substantiate the actual incurrence by the Borrower of Direct Construction Costs and Other Project Costs. (e) The Borrower shall, if required by the Bank, deliver to the Bank a written statement executed by the Construction Manager certifying that the Construction Manager has received payment in full of all monies owed to the Construction Manager. (f) The Borrower shall, if required by the Bank, deliver to the Bank a written statement executed by each subcontractor and materialman engaged in the construction of the Improvements on behalf of the Construction Manager or the Borrower certifying that each such subcontractor and materialman has received payment in full of all monies owed to each such subcontractor and materialman by the Construction Manager or by the Borrower’s use . (g) Construction of a lien releasethe Improvements shall comply with all applicable laws, joint check rules, restrictions, orders and regulations of the Governmental Authorities. (h) The Borrower shall have delivered to the Bank all necessary certificates, authorizations, permits and licenses which are required to permit the construction and completion of the Improvements, as issued by the appropriate Governmental Authorities. The Borrower, to the full extent permitted by applicable law, hereby assigns to the Bank as additional security for the payment of the Debt and the observance and performance by the Borrower of the terms, covenants and provisions of the Bond Documents all right, title and interest which the Borrower may now have or voucher system acceptable to Bank for payments or disbursements to Contractor or may hereafter acquire in and to such Persons as have actually supplied laborcertificates, materials or services authorization, permits and licenses. (i) The Borrower shall make available to the Construction Consultant, upon request, all shop and related drawings used in connection with the Plans and Specifications and the construction of the Improvements at the office and location where the same are kept. (j) The Bank and the Construction Consultant shall be of the opinion that the Improvements can be completed by the Completion Date, as the same may be extended pursuant to paragraph 7 of this Agreement. (k) If the Advance includes funds for the purchase of equipment, the Borrower shall have delivered UCC financing statements or assignment statements in form satisfactory to the Bank, perfecting the Bank's security interest in such equipment, wherever located. (l) The Borrower shall have delivered to the Bank and the Construction Consultant a copy of the General Construction Contract, which General Construction Contract shall be either a guaranteed maximum price contract or a fixed price contract and shall otherwise be in form and substance satisfactory in all respects to the Bank, together with evidence satisfactory to the Bank that the Construction Manager maintains professional liability insurance in an amount not less than $500,000. The Borrower hereby assigns to the Bank as additional security for the payment of the Debt and the observance and performance by the Borrower of the terms, covenants and provisions of the Bond Documents to which the Borrower is a party all right, title and interest which the Borrower may now have or may hereafter acquire in and to the General Construction Contract. Except as may otherwise be permitted by paragraph 4 of this Agreement, the Borrower shall not agree to any modification or to any termination of the General Construction Contract without the prior approval of the Bank. The Borrower shall furnish the Bank with such information regarding the Construction Manager as the Bank may request and the identity of the Construction Manager shall be subject to approval by the Bank. (m) The Borrower shall (to the extent required by the Bank) have delivered to the Bank and the Construction Consultant copies of all the Major Subcontracts now or hereafter entered into, each of which Major Subcontracts shall be in form and substance satisfactory in all respects to the Bank. The Borrower hereby assigns to the Bank as additional security for the payment of the Debt and the observance and performance by the Borrower of the terms, covenants and provisions of the Loan Documents all right, title and interest which the Borrower may now have or may hereafter acquire in and to the Major Subcontracts. Except as may otherwise be permitted by paragraph 4 of this Agreement, the Borrower shall not agree to any modification or to any termination of any Major Subcontract without the prior approval of the Bank. (n) The Borrower shall (to the extent required by the Bank) make available for inspection at all times by the Construction Consultant and the Bank copies of all Other Subcontracts, and shall furnish to the Construction Consultant and the Bank, upon request, copies of the same. The Borrower hereby assigns to the Bank as additional security for the payment of the Debt and the observance and performance by the Borrower of the terms, covenants and provisions of the Bond Documents to which the Borrower is a party all right, title and interest which the Borrower may now have or may hereafter acquire in and to the Other Subcontracts. Except as may otherwise be permitted by paragraph 4 of this Agreement, the Borrower shall not agree to any modification or to any termination of the Other Subcontracts without the prior approval of the Bank. (o) The Major Subcontracts and the Other Subcontracts, to the extent not already awarded as of the date hereof, shall be awarded in accordance with a time table acceptable to the Bank and the Construction Consultant. The Borrower shall cause the Construction Manager and, to the extent required by the Bank, any architect hired by the Construction Manager, the subcontractors and materialmen under the Major Subcontracts to respectively execute and deliver to the Bank, contemporaneously with the execution and delivery of their respective contracts, letter agreements pursuant to the provisions of which the Construction Manager, any such architect and such subcontractors and materialmen shall agree to perform their respective contracts at no additional cost or expense for the benefit of the Bank, its nominee, or wholly-owned subsidiary, in the event of a default under the Reimbursement Agreement or any of the other Bond Documents or a foreclosure of the Mortgage, which letter agreements shall be in form and substance satisfactory to the Bank. (p) The Borrower shall cause the Construction Manager and those subcontractors and materialmen under the Major Subcontracts designated by the Bank to provide 100% payment and performance bonds, which payment and performance bonds shall be in amount, form and substance and issued by companies satisfactory to the Bank, and shall name the Bank, as a dual obligee. (q) The Borrower shall observe and perform all of the terms, covenants and conditions of the General Construction Contract, the Major Subcontracts and the Other Subcontracts on the Borrower's part to be observed or performed. (r) The Bank shall not be obligated to authorize the Trustee to make an advance of the Bond proceeds with respect to any contractor, subcontractor or materialman providing work or materials with respect to the Improvements unless such subcontractor or materialman is providing such work or materials under a signed contract or purchase order. (s) All of the terms, conditions and provisions of the Bond Documents insofar as they pertain to the obligation of the Bank to authorize the Trustee to make any advance of the Bond proceeds shall have been complied with to the satisfaction of the Bank and its counsel. All conditions and requirements of this Agreement relating to the obligation of the Bank to authorize the Trustee to make advances of the Bond proceeds are for the sole benefit of the Bank and no other person or party (including, without limitation, the Construction Manager and subcontractors and materialmen engaged in the construction of the Improvements, including, but not limited to, ) shall have the right to rely on the satisfaction of such conditions and requirements by the Borrower as a conditional lien waiver signed by each contractor, subcontractor and supplier as condition precedent to amounts to be disbursed together with the Bank authorize the Trustee making an unconditional lien waiver as to all amounts previously disbursed, all In compliance with applicable law; (d) Architect’s, inspector’s and/or engineer’s periodic certifications advance of the percentage and/or stage of construction that has been completed Bond proceeds. The Bank shall have the right, in its sole and its conformance absolute discretion, to waive any such condition or requirement as a condition precedent to authorize the Plans and any Governmental Requirement based upon such architect’s, inspector’s and/or engineer’s periodic physical inspections Trustee making an advance of the Real Property and ImprovementsBond proceeds. (e) Waivers and releases of any recorded mechanic’s lien, stop notice claim, equitable lien claim or other lien claim rights. (f) Any other documents, requirements, evidence or information that Bank may request under any provision of the Loan Documents. (g) Evidence that any goods, materials, supplies, fixtures or other work in progress for which disbursement is requested have been incorporated into the Improvements. (h) In the event any Draw Request includes the cost of Offsite Materials, such Draw Request shall include each of the following: (i) evidence that the Offsite Materials have been purchased by Borrower, have been segregated from other materials in the facility where they are stored and have been appropriately marked to indicate Borrower’s ownership thereof and Bank’s security interest therein; (ii) evidence that the Offsite Materials are insured as required by this Agreement; and (iii) at Bank’s request, a security agreement, financing statement, acknowledgment, and/or subordination agreement in form and content satisfactory to Bank executed by the supplier of the Offsite Materials, and/or such other Persons as Bank determines may have an interest in or claim to the Offsite Materials, together with such other additional documentation and evidence as Bank may reasonably require to assure itself that it has a perfected first priority lien on the Offsite Materials. (i) In the event any Draw Request Includes the cost of Onsite Materials, such Draw Request shall include each of the following: (i) evidence that the Onsite Materials have been purchased by Borrower; (ii) evidence that the Onsite Materials are insured as required hereunder; and (iii) evidence that the Onsite Materials are stored In an area on the Real Property for which adequate security is provided against theft and vandalism.

Additional Conditions to Advances. Bank 3.1 In addition to the conditions set forth in Sections 2.6 and 2.7 of the Loan and Security Agreement, Lender's obligation to make each Advance on or after the date hereof is conditioned upon, and is subject to, the fulfillment of each of the following conditions. Lender shall have the right to condition any Advance upon Bank’s receipt and approval received each of the following, each in form and content acceptable substance satisfactory to Bank and, as applicable, Title InsurerLender: (a) The Draw Requestduly executed copy of the Second Note. (b) BillsAn amendment to the Boca Research, invoices, documents of title, vouchers, statements, receipts and Inc. ("Boca") Subordination Agreement pursuant to which Boca agrees to subordinate any other documents evidencing the total amount expended, incurred or due for any requested line item shown security interest it may have in the Project BudgetCollateral to Compu-DAWN's security interest in such Collateral to the extent of the principal amount of at least $1,000,000 (plus any amount which Lender is required to pay to Boca pursuant to a guaranty under a Tripartite Agreement between Lender, Borrower and Boca of even date) plus interest accrued thereon plus any costs incurred by the Lender in the collection of such amounts. (c) Evidence of Borrower’s use of a lien releaseA duly executed Pledge Agreement from Robert E. Turner, joint check or voucher system acceptable to Bank for payments or disbursements to Contractor or to such Persons as have actually supplied laborIV, materials or services along with xxx xx xxx certificates representing his capital stock in connection with the construction of the Improvements, including, but not limited to, a conditional lien waiver signed by each contractor, subcontractor and supplier as to amounts to be disbursed Borrower together with an unconditional lien waiver as a stock power executed in blank, which stock certificates and stock power shall be delivered to all amounts previously disbursed, all In compliance with applicable law;the escrow agent named in such Pledge Agreement (the Escrow Agent") pursuant to the terms of such Pledge Agreement. (d) Architect’s, inspector’s and/or engineer’s periodic certifications of the percentage and/or stage of construction that has been completed and its conformance A duly executed Amendment No. 1 to the Plans Pledge Agreement between Rudy C. Theale and any Governmental Requirement based upon Lendxx, xxxxxxxx xxth a stock power relating to his stock certificates representing his pledged LocalNet Common Shares, which stock certificates were previously delivered to the Escrow Agent pursuant to the terms of such architect’s, inspector’s and/or engineer’s periodic physical inspections of the Real Property and ImprovementsPledge Agreement. (e) Waivers A Consulting Agreement between Borrower and releases of any recorded mechanic’s lienLender pursuant to which, stop notice claimamong other things, equitable lien claim or other lien claim rightsCompu-DAWN will act as Borrower's exclusxxx agent to negotiate agreements between Borrowers and certain telecommunication services providers and Borrower will guarantee certain payments by certain telecommunication providers to Lender. (f) Any other documentsCertified copy of all corporate (including stockholder, requirementsif required), evidence or information that Bank may request under any provision of action taken by Borrower to authorize (a) this Amendment to the Loan Documents. and Security Agreement, (gb) Evidence that any goods, materials, supplies, fixtures or other work in progress for which disbursement is requested have been incorporated into the Improvements. (h) In the event any Draw Request includes the cost of Offsite Materials, such Draw Request shall include each of the following: (i) evidence that the Offsite Materials have been purchased by Borrower, have been segregated from other materials in the facility where they are stored and have been appropriately marked Borrowings pursuant to indicate Borrower’s ownership thereof and Bank’s security interest therein; (ii) evidence that the Offsite Materials are insured as required by this Agreement; Amendment and (iiic) at Bank’s requestthe execution, a security agreement, financing statement, acknowledgment, and/or subordination agreement delivery and performance in form accordance with the respective terms of this Amendment and content satisfactory to Bank executed by the supplier of the Offsite Materials, and/or such any other Persons as Bank determines may have an interest document execution in or claim to the Offsite Materials, together connection with such other additional documentation and evidence as Bank may reasonably require to assure itself that it has a perfected first priority lien on the Offsite Materialsthis Amendment. (i) In the event any Draw Request Includes the cost of Onsite Materials, such Draw Request shall include each of the following: (i) evidence that the Onsite Materials have been purchased by Borrower; (ii) evidence that the Onsite Materials are insured as required hereunder; and (iii) evidence that the Onsite Materials are stored In an area on the Real Property for which adequate security is provided against theft and vandalism.

Additional Conditions to Advances. Bank In addition to all other conditions to the obligation of Lender to make any Advances under the Loan Agreement (or to extend any other credit thereunder), the Lender shall have the right no obligation to condition make any Advance upon Bank’s receipt and approval of the following, each in form and content acceptable to Bank and, as applicable, Title InsurerAdvances or other financial accommodations thereunder unless: (a) The Draw Request.Borrower shall have first provided the Lender with not less than forty-five (45) Business Days’ prior written notice of the Borrower’s intention to request a Borrowing, together with (i) all of the information required pursuant to Section 2.3(a) of the Loan Agreement, (ii) a current Compliance Certificate, (iii) a certification that all representations and warranties contained in the Loan Agreement and the other Loan Documents (collectively, the “Representations and Warranties”) are (except with respect to those Representations and Warranties which relate solely to an earlier date) true, correct and complete in all respects as of the date thereof (and shall be correct as of the date of the requested Borrowing) and, to the extent any of the Representations and Warranties shall not be true, correct and complete in all respects, the Borrower shall provide the Lender with updates thereto and such supporting documentation reasonably requested by the Lender, which Representations and Warranties, as updated, shall be acceptable to the Lender and (iv) and such other information as the Lender may reasonably request; and (b) Bills, invoices, documents The Lender shall have received a satisfactory audit and appraisal of title, vouchers, statements, receipts the Borrower’s financial condition and any other documents evidencing the total amount expended, incurred or due for any requested line item shown in the Project Budget.assets; (c) Evidence of The Lender shall have received a business plan containing the Borrower’s use of Projections for the twelve month period following any notice under clause (a) above, on a lien releasemonth-by-month basis, joint check or voucher system acceptable to Bank for payments or disbursements to Contractor or to such Persons as have actually supplied labor, materials or services in connection with the construction of the Improvements, including, but not limited to, a conditional lien waiver signed by each contractor, subcontractor form and supplier substance (including as to amounts scope and underlying assumptions) satisfactory to be disbursed together with an unconditional lien waiver as to all amounts previously disbursed, all In compliance with applicable law;Lender; and (d) Architect’sThe Borrower shall have paid the Lender a line reactivation fee in the amount of $50,000.00, inspector’s and/or engineer’s periodic certifications of such fee to be retained by the percentage and/or stage of construction that has been completed Lender as a fee in all instances and its conformance to the Plans and any Governmental Requirement based upon such architect’s, inspector’s and/or engineer’s periodic physical inspections of the Real Property and Improvements. (e) Waivers and releases shall not be applied in reduction of any recorded mechanic’s lienother Obligations. Further, stop notice claimupon any Borrowing, equitable lien claim or other lien claim rights. (f) Any other documents, requirements, evidence or information that Bank may request under any provision all terms and covenants of the Loan Documents. Agreement (g) Evidence that including any goods, materials, supplies, fixtures or other work in progress for which disbursement is requested have been incorporated into the Improvements. (h) In the event any Draw Request includes the cost of Offsite Materials, such Draw Request shall include each terms previously suspended by agreement of the following: (iLender) evidence that the Offsite Materials have been purchased by Borrower, have been segregated from other materials shall be automatically reactivated and shall be in the facility where they are stored full force and have been appropriately marked to indicate Borrower’s ownership thereof and Bank’s security interest therein; (ii) evidence that the Offsite Materials are insured as required by this Agreement; and (iii) at Bank’s request, a security agreement, financing statement, acknowledgment, and/or subordination agreement in form and content satisfactory to Bank executed by the supplier of the Offsite Materials, and/or such other Persons as Bank determines may have an interest in or claim to the Offsite Materials, together with such other additional documentation and evidence as Bank may reasonably require to assure itself that it has a perfected first priority lien on the Offsite Materialseffect. (i) In the event any Draw Request Includes the cost of Onsite Materials, such Draw Request shall include each of the following: (i) evidence that the Onsite Materials have been purchased by Borrower; (ii) evidence that the Onsite Materials are insured as required hereunder; and (iii) evidence that the Onsite Materials are stored In an area on the Real Property for which adequate security is provided against theft and vandalism.