Conditions Precedent; Sequencing Sample Clauses

Conditions Precedent; Sequencing. MCC Funding will be disbursed in tranches. The obligation of MCC to approve MCC Disbursements and Material Re-Disbursements for the Program is subject to satisfactory progress in achieving the Objectives and on the fulfillment, deferral or waiver of any conditions precedent specified in the Disbursement Agreement for the relevant activity under the Program. The sequencing of Project Activities or sub-activities and other aspects of how the Parties intend the Program to be implemented will be set forth in the Implementation Documents, including the Work Plan for the Program (and each component thereof), and MCC Disbursements and Re- Disbursements will be made consistent with such sequencing. ANNEX II-2 Project Year 1 Year 2 Year 3 Year 4 Year 5 Total (a) Commercial Training Activity 9,542 14,081 17,511 15,946 8,935 66,015 (b) Irrigation Activity - 942 8,679 11,378 6,609 27,608 (c) Land Activity 2,790 2,698 2,343 1,705 1,152 10,688 (d) Post-Harvest Activity 3,641 6,504 6,747 2,782 702 20,376 (e) Credit Activity 14,300 12,200 13,100 10,300 8,500 58,400 (f) Feeder Roads Activity 2,344 10,644 21,955 22,954 - 57,897 Sub-Total 32,617 47,069 70,335 65,065 25,898 240,984 (a) N1 Activity 13,099 11,200 18,576 28,752 29,669 101,296 (b) Trunk Roads Activity 1,484 6,739 13,900 14,331 - 36,454 (c) Ferry Activity 263 2,141 2,950 - - 5,354 Sub-Total 14,846 20,080 35,426 43,083 29,669 143,104 (a) Procurement Capacity Activity 447 921 950 - - 2,318 (b) Community Services Activity 7,500 15,000 22,500 30,000 - 75,000 (c) Financial Services Activity 7,576 5,189 7,078 4,127 - 23,970 Sub-Total 15,523 21,110 30,528 34,127 - 101,288 4. Monitoring and Evaluation 3,000 3,000 3,000 3,000 3,000 15,000 Sub-Total 3,000 3,000 3,000 3,000 3,000 15,000
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Conditions Precedent; Sequencing. MCC Funding will be disbursed in tranches. The obligation of MCC to approve MCC Disbursements and Material Re-Disbursements for the Program and each Project is subject to satisfactory progress in achieving the Objectives and on the fulfillment or waiver of any conditions precedent specified in the Disbursement Agreement for the relevant Program activity or Project or Project Activity. The sequencing of Project activities or Project Activities and other aspects of how the Parties intend the Projects to be implemented will be set forth in the Implementation Plan, including Work Plans for the applicable Project, and MCC Disbursements and Re-Disbursements will be disbursed consistent with that sequencing. Component Year 1 Year 2 Year 3 Year 4 Year 5 Total (USD $ million) 1. Regional Infrastructure Rehabilitation Project Sub-Total $ 37.3 $ 86.6 $ 48.1 $ 28.1 $ 11.6 $ 211.7 2. Enterprise Development Project Sub-Total $ 8.0 $ 9.7 $ 11.5 $ 9.6 $ 8.7 $ 47.5 Sub-Total $ 1.4 $ 1.4 $ 2.1 $ 0.9 $ 2.6 $ 8.4 4. Program Administration and Control Sub-Total $ 5.0 $ 7.8 $ 6.0 $ 4.8 $ 4.1 $ 27.6 TOTAL ESTIMATED MCC CONTRIBUTION $ 51.7 $ 105.6 $ 67.6 $ 43.4 $ 27.0 $ 295.3 ANNEX III DESCRIPTION OF THE M&E PLAN
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Conditions Precedent; Sequencing. MCC Funding will be disbursed in tranches. The obligation of MCC to approve MCC Disbursements and Material Re-Disbursements for the Program, the Transport Infrastructure Project, and each Project Activity is subject to satisfactory progress in achieving the Project Objectives and on the fulfillment or waiver of any conditions precedent specified in the Disbursement Agreement for the relevant Program activity, Project or Project Activity. The sequencing of Project Activities and other aspects of how the Parties intend the Transport Infrastructure Project to be implemented will be set forth in the Implementation Plan, including Work Plans for the applicable Project Activities, and MCC Disbursements and Re-Disbursements will be disbursed consistent with that sequencing. Component (in US$ millions) Year 1 Year 2 Year 3 Year 4 Year 5 Total 1. Transport Infrastructure Project TOTAL MCC INVESTMENT 11.42 23.51 26.43 2.85 1.52 65.69 ANNEX III DESCRIPTION OF THE M&E PLAN
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Conditions Precedent; Sequencing. MCC Funding will be disbursed in tranches. The obligation of MCC to approve MCC Disbursements and Material Re-Disbursements for the Program is subject to satisfactory progress in achieving the Objectives and on the fulfillment or waiver of any conditions precedent specified in the Disbursement Agreement for the relevant activity under the Program. The sequencing of Project Activities or sub-activities and other aspects of how the Parties intend the Program to be implemented will be set forth in the Implementation Documents, including the Work Plan for the applicable Program (and each component thereof), and MCC Disbursements and Re-Disbursements will be made consistent with such sequencing. MULTI-YEAR FINANCIAL PLAN SUMMARY Totals Including Contingencies (USD) Project Year 1 Year 2 Year 3 Year 4 Year 5 Total 1. Bamako-Sénou Airport Improvement Project 15,381,180* 49,389,652 79,422,986 38,834,682 869,196 183,897,696 2. Alatona Irrigation Project 21,971,279 65,417,249 66,815,632 54,197,204 26,207,104 234,608,468 3. Monitoring and Evaluation 1,500,000 520,000 655,000 705,000 1,525,000 4,905,000 4. Program Management and Oversight 8,200,000 7,300,000 7,400,000 7,200,000 7,300,000 37,400,000 *Includes $2,718,638 for feasibility studies related to an originally programmed industrial park project that has been subsequently removed from the Compact due to the results of such feasibility studies. This Annex III to the Compact (the “M&E Annex”) generally describes the components of the M&E Plan for the Program. Except as defined in this M&E Annex, each capitalized term in this M&E Annex shall have the same meaning given such term elsewhere in this Compact.
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Conditions Precedent; Sequencing. MCC Funding will be disbursed in tranches. The obligation of MCC to approve MCC Disbursements and Material Re-Disbursements for the Program and each Project is subject to satisfactory progress in achieving the Objectives and on the fulfillment or waiver of any conditions precedent specified in the Disbursement Agreement for the relevant Program activity or Project Activity. The sequencing of Project Activities and other aspects of how the Parties intend the Projects to be implemented will be set forth in the Implementation Plan, including Work Plans for the applicable Project, and MCC Disbursements and Re-Disbursements will be disbursed consistent with that sequencing. Component Year 1 Year 2 Year 3 Year 4 Year 51 Total
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Conditions Precedent; Sequencing. MCC Funding will be disbursed in tranches. The obligation of MCC to approve MCC Disbursements and Material Re-Disbursements for the Program, the Transport Infrastructure Project, and each Project Activity is subject to satisfactory progress in achieving the Project Objectives and on the fulfillment or waiver of any conditions precedent specified in the Disbursement Agreement for the relevant Program activity, Project or Project Activity. The sequencing of Project Activities and other aspects of how the Parties intend the Transport Infrastructure Project to be implemented will be set forth in the Implementation Plan, including Work Plans for the applicable Project Activities, and MCC Disbursements and Re-Disbursements will be disbursed consistent with that sequencing. Component (in US$ millions) Year 1 Year 2 Year 3 Year 4 Year 5 Total 1. Transport Infrastructure Project Infrastructure Activity Institutional Strengthening Activity 4.00 5.47 22.45 0.48 25.80 0.09 2.21 0.09 0.03 0.09 54.47 6.22 2. Program Management 0.43 0.32 0.28 0.28 0.28 1.59 3. Monitoring and Evaluation 0.28 0.06 0.06 0.06 0.91 1.37 4. Fiscal and Procurement Agents 1.17 0.14 0.14 0.14 0.14 1.71 5. Audit 0.07 0.07 0.07 0.07 0.07 0.33 Note: Figures are rounded to second decimal place. Foreign exchange rate: USD = 108 Vatu. This Annex III to the Compact (the “M&E Annex”) generally describes the components of the M&E Plan for the Program. Except as defined in this M&E Annex, each capitalized term in this Annex III shall have the same meaning given such term elsewhere in this Compact.
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Conditions Precedent; Sequencing. MCC Funding will be disbursed in tranches. The obligation of MCC to approve MCC Disbursements for the Program is subject to satisfactory progress in achieving the Objectives and to the fulfillment or waiver of any conditions precedent specified in the Disbursement Agreement for the relevant activity under the Program. The sequencing of Project Activities or sub-activities and other aspects of how the Parties intend the Program to be implemented will be set forth in the Implementation Documents, including the Work Plan for the Program (and each component thereof), and MCC Disbursements and Re-Disbursements will be made consistent with such sequencing.
Sample 1
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Conditions Precedent; Sequencing. MCC Funding will be disbursed in tranches. The obligation of MCC to approve MCC Disbursements and Material Re-Disbursements for the Program and each Project is subject to satisfactory progress in achieving the Objectives and on the fulfillment or waiver of any conditions precedent specified in the Disbursement Agreement for the relevant Program activity or Project or Project Activity. The sequencing of Projects or Project Activities and other aspects of how the Parties intend the Projects to be implemented will be set forth in the Implementation Plan, including Work Plans for the applicable Project, and MCC Disbursements and Re- Disbursements will be disbursed consistent with that sequencing. ANNEX II-2 1. Rural Road Rehabilitation Project A. Infrastructure Improvements B. Technical Audit of Performance Based Maintenance Contracts C. Road Maintenance Strategic Plan D. Project Administration $0.49 $17.92 $22.62 $13.46 $10.00 $64.50 $0.30 $0.30 $0.30 $0.30 $0.40 $0.40 $0.40 $0.40 $0.40 $2.00 Sub-Total $0.89 $18.32 $23.32 $14.16 $10.40 $67.10 2. Irrigated Agriculture Project A. Infrastructure Activity Infrastructure* Project Administration $5.31 $0.93 $30.16 $0.93 $32.07 $0.93 $25.17 $0.93 $15.87 $0.93 $108.59 $4.67 B. Water-to-Market Activity Institutional Strengthening Improved Profitability of WUA Members Project Administration $0.53 $0.74 $0.72 $0.98 $4.55 $0.61 $1.45 $6.14 $0.64 $0.69 $6.99 $0.41 $0.51 $7.07 $0.39 $4.16 $25.50 $2.76
Sample 1
Conditions Precedent; Sequencing. MCC Funding will be disbursed in tranches. The obligation of MCC to approve MCC Disbursements and Material Re-Disbursements for the Program and each Project is subject to satisfactory progress in achieving the Objectives and on the fulfillment or waiver of any conditions precedent specified in the Disbursement Agreement for the relevant Program activity, Project or Project Activity. The sequencing of Project Activities and other aspects of how the Parties intend the Projects to be implemented will be set forth in the Implementation Plan, including Work Plans for the applicable Project, and MCC Disbursements and Re-Disbursements will be disbursed consistent with that sequencing. CY1 CY2 CY3 CY4 CY5(5) PROPERTY REGULARIZATION PROJECT 6.4 10.2 6.4 3.5 0.0 26.5 RURAL BUSINESS DEVELOPMENT PROJECT 5.2 7.9 9.3 11.1 0.3 33.7 FISCAL / PROCUREMENT AGENT 1.5 2.7 3.4 3.1 0.7 11.5 TOTAL 20.4 41.3 52.5 47.5 13.3 175.0 (1) Costs are based on U.S. Army Corp of Engineers' assessment using a “rough order of magnitude” (ROM) cost estimate which includes all feasibility studies and designs, construction (including bridges/drainage), procurement, and contingencies. MCC Funding will be disbursed only upon satisfaction of (i) completion of a detailed Project management plan and coordination plan by MCA-Nicaragua in conjunction with the Infrastructure Specialist, and
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Related to Conditions Precedent; Sequencing

  • Conditions Precedent to EFFECTIVENESS OF SECTIONS 2.01 AND 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent to the initial Advance by any Lender have been satisfied: (a) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Consolidated Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (b) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Company and its Consolidated Subsidiaries as they shall have reasonably requested as a basis for making its decision to enter into its commitment hereunder. (c) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the invoiced accrued fees and expenses of counsel to the Agent). (f) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (g) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes to be delivered by it. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of Nicholas J. Camera, General Counsel of the Compaxx, xxx xx Xleary, Gottlieb, Steen & Hamilton, counsel for the Company, substanxxxxxy in the form of Exhibits D-1 and D-2 hereto, respectively. (v) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent. (h) The termination of the commitments of the Lenders and the payment in full of all Debt outstanding under the bilateral credit agreements and other confirmed lines of credit listed on Schedule 3.01(h).

  • Conditions Precedent This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:

  • Conditions Precedent to Loans The obligation of each Lender to make Loans is further subject to the following conditions precedent: (a) The Administrative Agent shall have received reasonably satisfactory evidence that the Lenders have a valid and perfected first priority lien and security interest in the Collateral. (b) The absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect or restrain, enjoin or otherwise prohibit the Acquisition. (c) The Borrower shall have a financial strength rating by A.M. Best Company, Inc. of A- stable or better. (d) There shall have been no amendment to the Acquisition Agreement that is adverse to the Lenders (and the Lenders shall have received a copy of all amendments) except such amendments as have received the written approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed). (e) The receipt of any material governmental and other third party approvals required for the intended use of the proceeds of the Senior Credit Facility, the granting of the Collateral and the Acquisition. (f) All conditions precedent in the Acquisition Documents (other than payment of the purchase price thereunder) have been satisfied or otherwise waived (with the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)) and the closing thereunder shall occur on the Closing Date. (g) The Existing Credit Agreement shall have been (or concurrently with the Closing Date is being) amended in a manner reasonably satisfactory to the Administrative Agent to revise the statutory surplus covenant and provide for collateral for the obligations thereunder on the same terms and conditions as this Agreement. (h) The Lenders shall have received two year projections for the Loan Parties giving effect to the Acquisition. (i) Any fees required to be paid on or before the Closing Date shall have been paid. (j) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF DEVELOPER The obligations of Developer under this Agreement are conditioned upon the following:

  • CONDITIONS PRECEDENT TO LOAN The obligations of Lender to make the Loan hereunder are subject to the satisfaction by Borrower of the following conditions:

  • General conditions precedent The agreement of the Finance Parties referred to in clause 2 (Agreement of the Finance Parties) shall be further subject to: (a) the representations and warranties in clause 4 (Representations and warranties) being true and correct on the Effective Date as if each was made with respect to the facts and circumstances existing at such time; and (b) no Event of Default or Default having occurred and continuing at the time of the Effective Date.

  • Conditions Precedent to Buyer’s Obligations Each and every obligation of Buyer to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of each of the following conditions:

  • Conditions Precedent to Initial Loans The Lenders shall not be required to fund the requested Loans or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such Lender. Each other Loan Document shall have been duly executed and delivered to the Lenders by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders shall have received UCC and Lien searches. (c) The Lenders shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent. (d) The Lenders shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Officer of Borrower Representative certifying that, after giving effect to the Loans and transactions hereunder, (i) each Obligor is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective terms; (iii) the representations and warranties set forth in Section 8 are true and correct in all respects; and (iv) such Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) The Lenders shall have received a certificate of a duly authorized officer of each Borrower, certifying (i) that attached copies of such Borrower’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) The Lenders shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another official of such Obligor’s jurisdiction of organization. The Lenders shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders shall have received an opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably request. (h) The Lenders shall have received a copy of the financial statements and the financial projections described in Section 8.1.7 hereof. (i) [Intentionally omitted.] (j) Borrowers shall have paid all fees, costs and expenses which are payable pursuant to the terms hereof to Lenders on the Closing Date. (k) The Collateral Agent shall have received Lien Waivers, each in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of (a) the following locations: (i) 000 Xxxxx Xxxxxxxxxx Xxxx, Xx. Xxxxxx, Utah 84770, and (ii) 13085, 13039 and 00000 Xxxx Xxxxxx Xxxxxx, Xxxx xx Xxxxxxxx, Xxxxxxxxxx, and (b) the imported goods that Xxxxxxxxxx International Service has been engaged by the Borrowers to facilitate the import of. (1) The Lenders shall have received evidence that (i) the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement.

  • Conditions Precedent to All Advances (a) Each Advance under this Agreement and each reinvestment of Principal Collections pursuant to Section 2.7(d) (each, a “Transaction”) shall be subject to the further conditions precedent that: (i) with respect to (A) any Loan Advance, the Collateral Manager shall have delivered to the Administrative Agent (with a copy to the Collateral Custodian) no later than 3:00 p.m. one (1) Business Day prior to the related Funding Date or (B) any Swingline Advance, the Collateral Manager shall have delivered to the Administrative Agent (with a copy to the Collateral Custodian) no later than 3:00 p.m. on the related Funding Date: (1) the documents required by Section 2.2(b) and a Loan Schedule; and (2) a Certificate of Assignment substantially in the form of Exhibit F containing such additional information as may be reasonably requested by the Administrative Agent and each Lender; (ii) with respect to any reinvestment of Principal Collections permitted by Section 2.7(d), the Collateral Manager shall have delivered to the Administrative Agent (with a copy to the Collateral Custodian), no later than 3:00 p.m. on the Business Day prior to any such reinvestment, a Reinvestment Notice in the form of Exhibit A-3 and a Borrowing Base Certificate, executed by the Collateral Manager and the Borrower; (b) On the date of such Transaction the following shall be true and correct and the Borrower and the Collateral Manager shall have certified in the related Borrower’s Notice that all conditions precedent to the requested Transaction have been satisfied and shall thereby be deemed to have certified that: (i) The representations and warranties contained in Section 4.1 and Section 4.2 are true and correct in all respects on and as of such day as though made on and as of such day and shall be deemed to have been made on such day (other than any representation and warranty that is made as of a specific date); (ii) No event has occurred, or would result from such Transaction or from the application of proceeds thereof, that constitutes an Event of Default, Default or Collateral Manager Default; (iii) On and as of such day, after giving effect to such Transaction, the Availability is greater than or equal to zero; (iv) On and as of such day, the Borrower and the Collateral Manager each has performed all of the covenants and agreements contained in this Agreement to be performed by such Person on or prior to such day; (v) No Applicable Law prohibits or enjoins the making of such Advance by any Lender or the proposed reinvestment of Principal Collections; and (vi) No Curable BDC Asset Coverage Event has occurred and is continuing. (c) The Revolving Period End Date with respect to the all the Commitments or the Termination Date shall not have occurred; (d) On the date of such Transaction, the Administrative Agent shall have received such other approvals, opinions or documents as the Administrative Agent may reasonably require; (e) The Borrower and Collateral Manager shall have delivered to the Administrative Agent all reports required to be delivered as of the date of such Transaction including, without limitation, all deliveries required by Section 2.2; (f) The Borrower shall have paid all fees then required to be paid and, without duplication of Section 2.11, shall have reimbursed the Lenders, the Collateral Custodian and the Administrative Agent for all fees, costs and expenses then required to be paid of closing the transactions contemplated hereunder and under the other Transaction Documents, including the reasonable attorney fees and any other legal and document preparation costs incurred by the Lenders, the Collateral Custodian and the Administrative Agent; (g) The Borrower shall have received a copy of the related Approval Notice; and (h) In connection with each Transaction, the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent) on the date of the related Transaction, an emailed copy of the duly executed original promissory notes for each such Loan in respect of which a promissory note is issued (or, in the case of any Noteless Loan, a fully executed assignment agreement), and, if any Loans are closed in escrow, a certificate (in the form of Exhibit J) from the closing attorneys of such Loan confirming the possession of the Required Loan Documents; provided that, notwithstanding the foregoing, the Borrower shall cause the Loan Checklist and the Required Loan Documents to be in the possession of the Collateral Custodian within ten (10) Business Days of any related Advance Date with respect to any Loan. The failure of the Borrower to satisfy any of the foregoing conditions precedent in respect of any Advance shall give rise to a right of the Administrative Agent, which right may be exercised at any time on the demand of the Required Lenders, to rescind the related Advance and direct the Borrower to pay to the Administrative Agent for the benefit of the Lenders an amount equal to the Advances made during any such time that any of the foregoing conditions precedent were not satisfied.

  • Conditions Precedent to Closing The Local Church and Annual Conference acknowledge and agree that the obligations of the parties to effectuate the Closing on or about the Disaffiliation Date are expressly contingent and conditional on the following:

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