Common use of Conditions Precedent to Future Advances Clause in Contracts

Conditions Precedent to Future Advances. Lender shall not be obligated to make any Future Advance until the following conditions shall have been satisfied: (a) Lender shall have received a request for the advance of proceeds delivered in accordance with Section 2.04 hereof; (b) All conditions of Section 4.01 shall be satisfied as of the date of such Future Advance with respect to (i) the Premises mortgaged by the applicable Mortgagor to secure such Future Advance as indicated on SCHEDULE III and (ii) the applicable Mortgagor; (c) There shall exist no Event of Default, and no Event of Default would result from the making of the advance; (d) The Premises mortgaged to secure such Future Advance shall not have been materially injured or damaged by fire or other casualty after the date of the applicable Appraisal and on or before the date of the Future Advance; (e) Receipt by Lender of evidence of the submission for recordation of the Mortgages securing the applicable Future Advance as indicated on SCHEDULE III and payment of all applicable recording taxes and fees in connection therewith; (f) No trustee, receiver or liquidator of the Premises mortgaged under the applicable Mortgage to secure such Future Advance or any part thereof, or of the applicable Mortgagor shall have been appointed by order of any court of competent jurisdiction; (g) The Mortgagor executing any Mortgage securing such Future Advance shall not have filed a petition in bankruptcy or for an arrangement or for reorganization pursuant to the Bankruptcy Code or any similar federal or state law relating to bankruptcy, insolvency or other relief for debtors unless such petition shall have been discharged, stayed or dismissed as of the date of such Future Advance; (h) The Mortgagor executing any Mortgage securing such Future Advance shall not (1) by decree of a court of competent jurisdiction, have been adjudicated bankrupt or declared insolvent, (2) have made an assignment for the benefit of creditors which has not been discharged, (3) have admitted in writing its inability to pay its debts generally as they become due, or (4) have consented to the appointment of a receiver or receivers of all or any part of its property; and (i) No creditors of the Mortgagor executing any Mortgage securing such Future Advance shall have filed a petition in bankruptcy against such Mortgagor or for reorganization of such Mortgagor pursuant to the Bankruptcy Code or any similar federal or state law relating to bankruptcy, insolvency or other relief for debtors, unless such petition shall have been discharged, stayed or dismissed as of the date of such Future Advance.

Conditions Precedent to Future Advances. The obligation of the Lender shall not be obligated under this Agreement to make any Future Advance until advances after the date of this Agreement under the Real Estate Note, in accordance with the terms and provisions of Section 3 of this Agreement, is subject to the full and complete satisfaction of each of the following conditions precedent (as applicable) as of the date of each such advance or payment: (a) All conditions precedent to the first advance listed in Section 2.1 have been and continue to be satisfied (including, without limitation, any and all such conditions which have been waived in whole or in part by Lender in connection with the first advance or any subsequent advance unless such wavier expressly applies to future advances); (b) No Event of Default or any event which, with the giving of notice or the lapse of time, or both, could become an Event of Default exists; (c) The representations and warranties made in the Loan Documents shall be true and correct on and as of the date of each advance; (d) Each of the following conditions (in addition to subsections (a), (b), and (c) of this Section 2.2) shall have been fully and completely satisfied: (ai) Lender shall have received a request for the advance of proceeds delivered Draw Request provided in accordance with Section 2.04 hereof3.4; (bii) All conditions Lender shall have been furnished with, and approved, fully executed counterparts, as appropriate, of Section 4.01 a Waiver of Lien to Date, in the form of Exhibit "B", from each Contractor and subcontractor and other Persons providing work to and with respect to the Project; (iii) If and to the extent required by Lender, Lender shall be satisfied as have been furnished evidence that Borrower and all other required Persons have jointly executed and filed an Affidavit of Commencement, in a form satisfactory to Lender, with the county clerk of the county in which the Property is located not later than the 30th day after the date of such Future Advance with respect actual commencement of construction of the particular project or delivery of materials to (ithe Improved Premises. Such affidavit shall contain the information required by Section 53.124(c) of the Premises mortgaged Texas Property Code, shall not be filed prior to approval thereof in writing by Lender, and shall in no event be filed showing a date of commencement of construction or delivery of materials which is prior to the date of filing the applicable Mortgagor to secure such Future Advance as indicated on SCHEDULE III and (ii) deed of trust with the applicable Mortgagorcounty clerk of the county where the Property is located; (civ) There Lender shall exist have received a satisfactory down date endorsement ("DOWN DATE ENDORSEMENT") to its leasehold mortgagee's policy which Down Date Endorsement shall (x) extend the effective date of the leasehold mortgagee's policy issued in connection with the Property to the date of the requested construction advance and show that since the effective date of the interim construction binder policy (or the effective date of the last such Down Date Endorsement, if any) there has been no Event change in the status of Defaultthe title to the Property and no new encumbrances thereon, and no Event (y) state the amount of Default would result from coverage then committed under the making interim construction binder (which shall be the total of all advances of the advanceReal Estate Note including the disbursement which is made concurrently with the Down Date Endorsement); (dv) No mechanic's or materialmen's lien claim or other encumbrance shall have been filed and be in effect against the Improved Premises or any other part of the Property, except such liens and encumbrances which are listed on Exhibit "B" to the Leasehold Deed of Trust; (vi) With respect to any advance for hard costs, an AIA Document G-702 and G-703 (1992 Edition), executed by all applicable parties; (vii) Lender (through its authorized third party representative) shall have inspected the Improved Premises to confirm all items subject to the requested advance have been performed and delivered, and Borrower shall have reimbursed Lender for all costs and expenses related to such inspection; (viii) Borrower shall have delivered to Lender evidence that construction is proceeding in a manner to assure completion of the Project by the Conversion Date; (ix) The Premises mortgaged to secure such Future Advance Tenant Improvements shall not have been materially injured or damaged by fire or other casualty after or, in such event, if permitted under the date terms and provisions of this Agreement and the applicable Appraisal Deed of Trust, the Tenant Improvements shall not have been fully repaired and on restored, or be in the process of being fully repaired and restored, to the state of completion achieved immediately before the date of the Future Advancecasualty; (ex) Receipt Borrower shall have delivered to Lender such other information, documents, legal opinions, schedules, affidavits, statements, invoices, bills and other supporting documentation and material required by this Agreement, or otherwise required by Lender of evidence to substantiate any of the submission for recordation of the Mortgages securing the applicable Future Advance as indicated on SCHEDULE III and payment of all applicable recording taxes and fees in connection therewith; (f) No trustee, receiver or liquidator of the Premises mortgaged under the applicable Mortgage matters necessary to secure such Future Advance or any part thereof, or of the applicable Mortgagor shall have been appointed by order of any court of competent jurisdiction; (g) The Mortgagor executing any Mortgage securing such Future Advance shall not have filed a petition in bankruptcy or for an arrangement or for reorganization pursuant to the Bankruptcy Code or any similar federal or state law relating to bankruptcy, insolvency or other relief for debtors unless such petition shall have been discharged, stayed or dismissed as of the date of such Future Advance; (h) The Mortgagor executing any Mortgage securing such Future Advance shall not (1) by decree of a court of competent jurisdiction, have been adjudicated bankrupt or declared insolvent, (2) have made an assignment qualify for the benefit of creditors which has not been discharged, (3) have admitted in writing its inability to pay its debts generally as they become due, or (4) have consented to the appointment of a receiver or receivers of all or any part of its propertyadvance; and (ixi) No creditors All of the Mortgagor executing any Mortgage securing such Future Advance terms and provisions of Section 3 (including, without limitation, Sections 3.4 or 3.5) shall have filed a petition be fully and completely satisfied or waived in bankruptcy against such Mortgagor or for reorganization of such Mortgagor pursuant to the Bankruptcy Code or any similar federal or state law relating to bankruptcy, insolvency or other relief for debtors, unless such petition shall have been discharged, stayed or dismissed as of the date of such Future Advancewriting by Lender.

Conditions Precedent to Future Advances. The obligation of Lender shall not be obligated to make any Future Advance until of Floor Plan Credit after the Closing Date is subject to the satisfaction of the following conditions shall have been satisfiedconditions: (a) Lender a. shall have received a request for the advance Notice of proceeds delivered Borrowing requesting an Advance in accordance with Section 2.04 hereof2.02 (Procedure; Amounts of Advances; Conditions Precedent); (b) All conditions b. at the time of Section 4.01 and immediately after giving effect to such Advance, no Default shall be satisfied continuing past any applicable cure period and no Event of Default shall exist under any Credit Document; c. all representations and warranties of Borrowers set forth in the Credit Documents shall be true and correct in all material respects on and as of the date of such Future Advance, in each case before and after giving effect thereto; d. as and to the extent required of Borrowers under the Security Agreement, as to each Vessel that is to become an item of Inventory of a Borrower financed with the Advance to be made hereunder, the Pledged Collateral, certificates of insurance, and such other invoices, customs receipts, certificates, and papers as may be necessary to fulfill the requirements of the Security Agreement with respect to (i) the Premises mortgaged by the applicable Mortgagor to secure each such Future Advance as indicated on SCHEDULE III and (ii) the applicable Mortgagor; (c) There shall exist no Event of Default, and no Event of Default would result from the making of the advance; (d) The Premises mortgaged to secure such Future Advance shall not have been materially injured or damaged by fire or other casualty after the date of the applicable Appraisal and on or before the date of the Future Advance; (e) Receipt by Lender of evidence of the submission for recordation of the Mortgages securing the applicable Future Advance as indicated on SCHEDULE III and payment of all applicable recording taxes and fees in connection therewith; (f) No trustee, receiver or liquidator of the Premises mortgaged under the applicable Mortgage to secure such Future Advance or any part thereof, or of the applicable Mortgagor shall have been appointed by order of any court of competent jurisdiction; (g) The Mortgagor executing any Mortgage securing such Future Advance shall not have filed a petition in bankruptcy or for an arrangement or for reorganization pursuant to the Bankruptcy Code or any similar federal or state law relating to bankruptcy, insolvency or other relief for debtors unless such petition shall have been discharged, stayed or dismissed as of the date of such Future Advance; (h) The Mortgagor executing any Mortgage securing such Future Advance shall not (1) by decree of a court of competent jurisdiction, have been adjudicated bankrupt or declared insolvent, (2) have made an assignment for the benefit of creditors which has not been discharged, (3) have admitted in writing its inability to pay its debts generally as they become due, or (4) have consented to the appointment of a receiver or receivers of all or any part of its propertyVessel; and (i) No creditors e. Lender shall have received such Powers of Attorney, and other approvals, consents, agreements, certificates, and documents, as Lender shall reasonably request for purposes of the Mortgagor executing registration and/or perfection of Lender’s security interest and/or Lien in each Vessel that is to become an item of Inventory of a Pledgor financed with the Advance to be made hereunder. f. As a continuing condition to the Floor Plan Credit, Borrowers authorize Lender and its agents and representatives and grant to them a license to enter upon the premises of the Borrowers, or wherever the Collateral may be located, from time to time, in Lender’s sole discretion, and without prior notice, to examine any Mortgage securing such Future Advance shall have filed a petition in bankruptcy against such Mortgagor or and all Collateral for reorganization any reasonable purpose, including, but not limited to: verifying commissioning of all Inventory; verifying the presence of such Mortgagor pursuant to Inventory; verifying the Bankruptcy Code or any similar federal or state law relating to bankruptcy, insolvency or other relief for debtors, unless such petition shall have been discharged, stayed or dismissed as of the date condition of such Future AdvanceInventory; and verifying the non-use of such Inventory other than demonstration use. Borrowers hereby agree to fully cooperate with Lender in its examination and to reimburse Lender for all costs incurred by Lender in connection with such Inventory examinations, any such costs and expenses incurred by Lender shall be within the meaning Lender of “Charges” as provided in Section 3.03(e) (Other Charges).

Conditions Precedent to Future Advances. The obligation of Lender shall not be obligated to make any Future Advance until to Borrower shall be subject to the following conditions shall have been satisfiedprecedent that on or before the date of such Advance: (a) Lender Borrower shall have received a request for reimburse all fees, costs, expenses, and taxes then payable by Borrower and due the advance of proceeds delivered in accordance with Section 2.04 hereofLender; (b) All conditions The representations and warranties contained in Section 4 of Section 4.01 this Agreement and in each document, instrument, agreement, and certificate delivered to Lender by Borrower pursuant to this Agreement shall be satisfied true and correct on and as of such date as if made on and as of such date in all material respects; no Event of Default or event or condition that, with the serving of notice or the lapse of time or both, would constitute an Event of Default shall have occurred and be continuing or would result from the making of such Advance; and Lender shall have received, if requested by Lender, a certificate of the chief executive officer or the chief financial officer of Borrower, dated as of the date of such Future Advance, to such effect (in the absence of Lender's request for such a certificate, Borrower's borrowing of the Advance with respect shall itself constitute a representation to (i) the Premises mortgaged by the applicable Mortgagor Lender to secure such Future Advance as indicated on SCHEDULE III and (ii) the applicable Mortgagoreffect); (c) There shall exist no Event of Default, and no Event of Default would result from the The making of the advancesuch Advance shall not contravene any law, rule or regulation applicable to Borrower or Lender; (d) The Premises mortgaged Not later than 2:00 p.m., Cleveland time, two Business days prior to secure such Future Advance shall not have been materially injured or damaged by fire or other casualty after the date of the applicable Appraisal and on or before the date of the Future requested Advance; (e) Receipt by , Lender of evidence of the submission for recordation of the Mortgages securing the applicable Future Advance as indicated on SCHEDULE III and payment of all applicable recording taxes and fees in connection therewith; (f) No trustee, receiver or liquidator of the Premises mortgaged under the applicable Mortgage to secure such Future Advance or any part thereof, or of the applicable Mortgagor shall have been appointed received, in writing or by order of any court of competent jurisdiction; (g) The Mortgagor executing any Mortgage securing such Future Advance shall not have filed telephone to be promptly confirmed in writing, a petition in bankruptcy or request by Borrower to Lender for an arrangement or for reorganization pursuant to Advance in the Bankruptcy Code or any similar federal or state law relating to bankruptcyrequested amount, insolvency or other relief for debtors unless such petition shall have been discharged, stayed or dismissed as of the date of such Future Advanceand a Borrower's Certificate; (h) The Mortgagor executing any Mortgage securing such Future Advance shall not (1) by decree of a court of competent jurisdiction, have been adjudicated bankrupt or declared insolvent, (2) have made an assignment for the benefit of creditors which has not been discharged, (3) have admitted in writing its inability to pay its debts generally as they become due, or (4) have consented to the appointment of a receiver or receivers of all or any part of its property; and (i) No creditors of the Mortgagor executing any Mortgage securing such Future Advance shall have filed a petition in bankruptcy against such Mortgagor or for reorganization of such Mortgagor pursuant to the Bankruptcy Code or any similar federal or state law relating to bankruptcy, insolvency or other relief for debtors, unless such petition shall have been discharged, stayed or dismissed as of the date of such Future Advance.