Advances for Stored Materials. Notwithstanding anything to the contrary contained in this Agreement, Lender may make advances under a Construction Note to pay for Stored materials required in connection with the construction of the Project, provided that (i) such materials are in accordance with the Plans and Specifications approved by Lender for the Project, (ii) such materials are securely stored and properly inventoried, (iii) such materials, if stored off- site, are stored in a bonded warehouse or with a contractor, materialman or fabricator who bears the risk of loss until delivery and installation of such materials in the Project as part of the work in place, and who has supplied a bond securing such contractor's, materialman's or fabricator's obligation to so deliver and install, such bond shall be issued by a company, shall be in an amount and shall be in form and substance satisfactory to Lender and shall name Lender as a dual obligee, (iv) the bills of sale and contracts under which such materials are being provided shall be in form and substance satisfactory to Lender, (v) such materials are insured against casualty, loss and theft in a manner satisfactory to Lender, (vi) Company owns such materials free and clear of all liens and encumbrances of any nature whatsoever and establishes such ownership by evidence satisfactory to Lender, (vii) Company executes and delivers to Lender such additional security documents as Lender shall deem necessary to create and perfect a first lien in such materials as additional security for the payment of the Construction Advance, (viii) the aggregate amount of such disbursements for such materials is verified by Lender pursuant to the provisions of this Agreement, and (ix) the aggregate amount of such disbursements for such materials which are stored shall in no event exceed Fifty Thousand Dollars ($50,000.00).
Appears in 1 contract
Advances for Stored Materials. Notwithstanding anything to the contrary contained in this Agreement and subject to the terms of the Loan Agreement, Lender the Bank may make advances under a Construction Note consent to disbursements of the Bond proceeds to pay for Stored Direct Construction Costs actually incurred by the Borrower for stored materials which are required in connection with the construction of the ProjectImprovements, provided that (i) such materials are in accordance with the Plans and Specifications approved by Lender for the ProjectBank and the Construction Consultant, (ii) such materials are securely stored and stored, properly inventoried, and clearly stenciled or otherwise marked to indicate that they are the property of the Borrower, (iii) such materials, materials if they are stored off- off-site, are stored in a bonded warehouse or with a contractor, materialman or fabricator who bears the risk of loss until delivery and installation of such materials in the Project construction of the Improvements as part of the work in place, and who has supplied a bond securing such contractor's, materialman's or fabricator's obligation to so deliver and installinstall such materials, such which bond shall be issued by a company, shall be in an amount and shall be in form and substance satisfactory to Lender the Bank and shall name Lender the Bank as a dual obligee, (iv) the bills of sale and contracts under which such materials are being provided shall be in form and substance satisfactory to Lenderthe Bank and the Construction Consultant, (v) such materials are insured against casualty, loss and theft in a manner satisfactory to Lenderthe Bank, (vi) Company the Borrower owns such materials free and clear of all liens and encumbrances of any nature whatsoever and establishes such ownership by evidence satisfactory to Lenderthe Bank, (vii) Company the Borrower executes and delivers to Lender the Bank such additional security documents as Lender the Bank shall deem necessary to create and perfect a first lien in such materials as additional security for the payment of the Construction AdvanceDebt, (viii) the aggregate amount of such disbursements for such materials is shall in no event at any time exceed the actual Direct Construction Costs incurred by the Borrower for such materials as verified by Lender the Construction Consultant pursuant to the provisions of this Agreement, and (ix) the aggregate amount of such disbursements for such materials which are stored off-site shall be limited to the materials listed on Exhibit E hereto. The Bank shall in no event exceed Fifty Thousand Dollars ($50,000.00)or under any circumstance have any obligation to authorize the Trustee to make any advance of the Bond proceeds for materials which are stored off-site unless the Bank shall agree to the contrary in its sole and absolute discretion.
Appears in 1 contract
Advances for Stored Materials. Notwithstanding anything to the contrary contained in this Agreement, Lender may shall make advances under a Construction Note to pay disbursements for Stored materials required Materials to be utilized in connection with the construction Project, as applicable, in amounts such that the sum of all Additional Advances and Mortgage Loan Additional Advances on account of all such Stored Materials not yet installed or incorporated into the Project shall not be in excess of $1,500,000 (“Stored Materials Cap”) in the aggregate at any one time, it being agreed that once Borrower provides satisfactory evidence to Lender and Construction Consultant that such applicable Stored Materials have been installed or incorporated into the Project, provided such Stored Materials so installed or incorporated into the Project shall no longer count against the Stored Materials Cap. The aggregate amount of Additional Advances for Stored Materials shall in no event at any time exceed the actual Hard Costs incurred by Borrower for such materials as verified by Construction Consultant pursuant to the provisions of this Agreement. In addition to the foregoing limitations, Additional Advances on account of Stored Materials shall be subject to the other provisions of this Agreement and, prior to any Additional Advance for Stored Materials being made, Lender shall have received the following, in form and substance reasonably satisfactory to Lender:
(a) evidence that the Stored Materials are appropriate for purchase during the then current stage of construction; (b) (i) as to any Stored Materials, evidence that such materials Stored Materials are or will be securely stored (A) on site at the Property or (B) in a bonded warehouse off-site properly inventoried and clearly stenciled or otherwise marked to indicate that they are (I) the property of Borrower and (II) the subject of a security interest by Lender and (ii) with respect to Stored Materials stored off-site in accordance with the Plans and Specifications approved by Lender for foregoing, an agreement of the Project, (ii) such materials are securely stored and properly inventoried, (iii) such materials, if stored off- site, are stored in a bonded warehouse or with a contractor, materialman or fabricator who bears the risk of loss until delivery and installation owner of such materials warehouse to permit Lender and/or Construction Consultant access to the same; (c) evidence that the Stored Materials have been paid for and are owned by (or upon payment of the amounts to be disbursed in the Project as part applicable Draw Request shall be paid for and owned by) Borrower free of all liens or claims of the work vendor or any third party; (d) a perfected, first-priority security interest in placesuch Stored Materials is held by Lender; (e) as to any Off-Site Materials, and who has supplied a bond securing such contractor's, materialman's or fabricator's obligation to so deliver and install, such bond shall be issued by a company, shall be in an amount and shall be in form and substance evidence reasonably satisfactory to Lender that such Off-Site Materials are segregated and identified as Borrower’s property; (f) as to any Unincorporated Materials, Construction Consultant shall name Lender as have determined, in a dual obligee, (iv) the bills of sale and contracts under which such materials are being provided shall be in form and substance manner reasonably satisfactory to LenderConstruction Consultant, that such Unincorporated Materials are not in excess of such building equipment and materials as would be kept at the Property in accordance with good construction practice for current installation or incorporation; (vg) such materials evidence reasonably satisfactory to Lender that the Off-Site Materials or Unincorporated Materials, as the case may be, are insured against casualty, loss and theft in a manner for an amount equal to their replacement costs and Lender is named as an additional insured and loss payee with respect thereto; (h) as to any Off-Site Materials, proof of payment reasonably satisfactory to Lender, (vi) Company owns such materials free and clear of all liens and encumbrances of any nature whatsoever and establishes such ownership by evidence satisfactory to Lender, (vii) Company executes and delivers to Lender such additional security documents as Lender shall deem necessary to create and perfect a first lien in such materials as additional security for from the payment of the Construction Advance, (viii) the aggregate amount supplier or fabricator of such disbursements Off-Site Materials, the cost of which is, in whole or in part, payment for such materials is verified all amounts covered by any prior Draw Request; and (i) if required by Lender pursuant to in its reasonable discretion, a certification by the provisions of this Agreement, Architect or Construction Consultant that it has inspected such Stored Materials and (ix) they are in the aggregate amount of such disbursements for such materials which are stored shall in no event exceed Fifty Thousand Dollars ($50,000.00)condition required under the applicable Trade Contracts.
Appears in 1 contract
Advances for Stored Materials. Notwithstanding anything to the contrary contained in this Agreement, Lender may shall make advances under a Construction Note to pay disbursements for Stored materials required Materials to be utilized in connection with the construction Project, as applicable, in amounts such that the sum of all Additional Advances and Mezzanine Loan Additional Advances on account of all such Stored Materials not yet installed or incorporated into the Project shall not be in excess of $1,500,000 (“Stored Materials Cap”) in the aggregate at any one time, it being agreed that once Borrower provides satisfactory evidence to Lender and Construction Consultant that such applicable Stored Materials have been installed or incorporated into the Project, provided such Stored Materials so installed or incorporated into the Project shall no longer count against the Stored Materials Cap. The aggregate amount of Additional Advances for Stored Materials shall in no event at any time exceed the actual Hard Costs incurred by Borrower for such materials as verified by Construction Consultant pursuant to the provisions of this Agreement. In addition to the foregoing limitations, Additional Advances on account of Stored Materials shall be subject to the other provisions of this Agreement and, prior to any Additional Advance for Stored Materials being made, Lender shall have received the following, in form and substance reasonably satisfactory to Lender: (a) evidence that the Stored Materials are appropriate for purchase during the then current stage of construction; (b) (i) as to any Stored Materials, evidence that such materials Stored Materials are or will be securely stored (A) on site at the Property or (B) in a bonded warehouse off-site properly inventoried and clearly stenciled or otherwise marked to indicate that they are (I) the property of Borrower and (II) the subject of a security interest by Lender and (ii) with respect to Stored Materials stored off-site in accordance with the Plans and Specifications approved by Lender for foregoing, an agreement of the Project, (ii) such materials are securely stored and properly inventoried, (iii) such materials, if stored off- site, are stored in a bonded warehouse or with a contractor, materialman or fabricator who bears the risk of loss until delivery and installation owner of such materials warehouse to permit Lender and/or Construction Consultant access to the same; (c) evidence that the Stored Materials have been paid for and are owned by (or upon payment of the amounts to be disbursed in the Project as part applicable Draw Request shall be paid for and owned by) Borrower free of all liens or claims of the work vendor or any third party; (d) a perfected, first-priority security interest in placesuch Stored Materials is held by Lender; (e) as to any Off-Site Materials, and who has supplied a bond securing such contractor's, materialman's or fabricator's obligation to so deliver and install, such bond shall be issued by a company, shall be in an amount and shall be in form and substance evidence reasonably satisfactory to Lender that such Off-Site Materials are segregated and identified as Borrower’s property; (f) as to any Unincorporated Materials, Construction Consultant shall name Lender as have determined, in a dual obligee, (iv) the bills of sale and contracts under which such materials are being provided shall be in form and substance manner reasonably satisfactory to LenderConstruction Consultant, that such Unincorporated Materials are not in excess of such building equipment and materials as would be kept at the Property in accordance with good construction practice for current installation or incorporation; (vg) such materials evidence reasonably satisfactory to Lender that the Off-Site Materials or Unincorporated Materials, as the case may be, are insured against casualty, loss and theft in a manner for an amount equal to their replacement costs and Lender is named as an additional insured and loss payee with respect thereto; (h) as to any Off-Site Materials, proof of payment reasonably satisfactory to Lender, (vi) Company owns such materials free and clear of all liens and encumbrances of any nature whatsoever and establishes such ownership by evidence satisfactory to Lender, (vii) Company executes and delivers to Lender such additional security documents as Lender shall deem necessary to create and perfect a first lien in such materials as additional security for from the payment of the Construction Advance, (viii) the aggregate amount supplier or fabricator of such disbursements Off-Site Materials, the cost of which is, in whole or in part, payment for such materials is verified all amounts covered by Lender pursuant to the provisions of this Agreement, and (ix) the aggregate amount of such disbursements for such materials which are stored shall in no event exceed Fifty Thousand Dollars ($50,000.00).any prior Draw Request; and
Appears in 1 contract
Samples: Loan Agreement (Instil Bio, Inc.)
Advances for Stored Materials. Notwithstanding anything to the contrary contained in this Agreement, Lender may make advances under a Construction Note to pay for Stored materials required in connection with the construction of the Project, provided that (i) such Except to the extent set forth in this Section 2.1(c), Agent and Lenders shall in no event or under any circumstances have any obligation to make any Advance for or with respect to materials which are in accordance with stored other than on the Plans and Specifications approved by Lender for Property unless Agent reasonably agrees to the Project, contrary.
(ii) such materials are securely stored Agent and properly inventoriedLenders shall not be required to disburse any funds for any materials, machinery or other property not yet incorporated into the Improvements excluding, however, (iiia) such materials, if stored off- site, materials in fabrication and (b) on site materials (other than FF&E) awaiting installation (the “Stored Materials”) unless Agent and Construction Consultant receive reasonably satisfactory evidence that:
(A) the Stored Materials are components in substantially final form ready for incorporation into the Project;
(B) the Stored Materials are stored at the Property, in a bonded warehouse in Minnesota, or at such other site as Agent shall reasonably approve, and are protected against theft and damage;
(C) the Stored Materials under materials only contracts will be paid for in full with a contractorthe funds to be disbursed and Stored Materials under labor and materials contracts shall be subject to the Retainage requirements set forth herein, materialman and all rights or fabricator who bears claims of the risk of loss until delivery and installation supplier will be released upon full payment;
(D) Agent shall have received, or will receive upon payment of such materials in the Project as part Advance, warehouseman’s receipts or other evidence reasonably satisfactory to Agent of the work Agent’s first priority Lien, for the benefit of itself and the Lenders, in place, and who has supplied a bond securing such contractor's, materialman's or fabricator's obligation to so deliver and install, such bond materials;
(E) Borrower shall be issued by a company, shall be in an amount and shall be in form and substance provide proof reasonably satisfactory to Lender and shall name Lender as a dual obligee, (iv) the bills of sale and contracts under which such materials are being provided shall be in form and substance satisfactory to Lender, (v) Agent that such materials are insured against casualtyloss by casualty or theft for their full replacement cost;
(F) the cost of Stored Materials not stored at the Property, loss and theft in a manner satisfactory the aggregate at any time with respect to Lenderthe Projects, is not more than $2,000,000 (vireduced by the then cost of Stored Materials, as defined above, stored at the Property but not otherwise incorporated into the Improvements); and
(G) Company owns the cost of Stored Materials stored at the Property but not otherwise incorporated into the Improvements, in the aggregate at any time with respect to the Project, is not more than $1,000,000 (reduced by the then cost of Stored Materials not stored at the Property).
(iii) In the event that the Borrower shall at any time store materials at any one location other than the Property, the cost of which exceeds the maximum amount permitted under this Section 2.1(c), Borrower shall pay the excess cost of such materials free with its own funds and clear of all liens and encumbrances of shall not be entitled to any nature whatsoever and establishes such ownership by evidence satisfactory to Lender, (vii) Company executes and delivers to Lender such additional security documents as Lender shall deem necessary to create and perfect a first lien Advance in such materials as additional security for the payment of the Construction Advance, (viii) the aggregate amount respect of such disbursements for excess until such materials time as such excess is verified located at the Property and the other conditions set forth in this Section 2.1(c) have been satisfied (or waived by Lender pursuant to the provisions of this Agreement, and (ix) the aggregate amount of such disbursements for such materials which are stored shall Agent in no event exceed Fifty Thousand Dollars ($50,000.00its sole discretion).
Appears in 1 contract
Advances for Stored Materials. Notwithstanding anything to the contrary contained in this Agreement, Lender Lenders may make advances under a Construction Note to pay for Stored stored materials required in connection with the construction of the Project, provided that (i) such materials are in accordance with the Plans and Specifications approved by Lender the Agent for the Project, (ii) such materials are securely stored and properly inventoried, (iii) such materials, if stored off- off-site, are stored in a bonded warehouse or with a contractor, materialman or fabricator who bears the risk of loss until delivery and installation of such materials in the Project as part of the work in place, and who has supplied a bond securing such contractor's’s, materialman's ’s or fabricator's ’s obligation to so deliver and install, such bond shall be issued by a company, shall be in an amount and shall be in form and substance satisfactory to Lender the Agent and shall name Lender the Agent as a dual obligee, (iv) the bills of sale and contracts under which such materials are being provided shall be in form and substance satisfactory to Lenderthe Agent, (v) such materials are insured against casualty, loss and theft in a manner satisfactory to Lenderthe Agent, (vi) Company the applicable Borrower owns such materials free and clear of all liens and encumbrances of any nature whatsoever and establishes such ownership by evidence satisfactory to Lenderthe Agent, (vii) Company the applicable Borrower executes and delivers to Lender the Agent such additional security documents as Lender shall deem the Agent deems necessary to create and perfect a first lien in such materials as additional security for the payment of the Construction Advance, (viii) the aggregate amount of such disbursements for such materials is verified by Lender the Agent pursuant to the provisions of this Agreement, and (ix) the aggregate amount of such disbursements for such materials which are stored shall in no event exceed Fifty Thousand Dollars ($50,000.00).
Appears in 1 contract
