Common use of Conditions Precedent to Subsequent Advances Clause in Contracts

Conditions Precedent to Subsequent Advances. The obligation of the Bank to make each advance, including the initial Advance, is further subject to the following conditions precedent: (a) the truth and correctness of the representations and covenants contained in Article IV hereof; and (b) there shall have occurred no Event of Default as set forth in Article VIII hereof; and (c) timely receipt by the Bank of the Notice of Borrowing as provided in Section 2.02; and (d) no change shall have occurred in any law or regulation or interpretation thereof that, in the opinion of counsel for the Bank, would make it illegal or against the policy of any governmental agency or authority for the Bank to make advances hereunder; and (e) the representations and warranties contained in Section VI shall be true and accurate in all material respects on and as of the date of such Notice of Borrowing and on the effective date of the making, continuation or conversion of the Loan and any advances hereunder as though made at and as of each such date; and The making of each advance shall be deemed to be a representation and warranty by the Borrower on the date of the making of such advance as to the accuracy of the facts referred to in Article 3; and (f) evidence of no material adverse change to the financial condition or performance of the Borrower, or to the nature or value of the Collateral; and (g) satisfactory evidence that the Bank has been named additional insured and loss payee with respect to the Collateral with respect to insurance policies required by the Security Agreement; and (h) evidence of no pending or threatened litigation against the Borrower which would, in the Bank's judgment, have a material adverse effect on the Borrower's ability to perform the obligations hereunder; and (i) such other certificate, opinions, documents and instruments confirming or otherwise relating to the transactions contemplated hereby as may reasonably be requested by the Bank; and (j) prior to the closing, Borrower shall open an operating account with the Bank to facilitate the automatic debit provisions of this Loan and the Note. Such account shall be maintained continuously throughout the term of the Loan.

Conditions Precedent to Subsequent Advances. (a) The obligation obligations of the Bank Lender under this Agreement to make each advance, including the initial Advance, is further subsequent Advances are subject to and conditional upon the following conditions precedentprecedent being satisfied: (ai) the truth and correctness Borrower shall have given a Draw Request to the Lender in accordance with the notice requirements provided herein; (ii) there being no actual or pending Material Adverse Change in the business of the representations and covenants contained in Article IV hereof; andBorrower; (b) there shall have occurred no Event of Default as set forth in Article VIII hereof; and (c) timely receipt by the Bank of the Notice of Borrowing as provided in Section 2.02; and (d) no change shall have occurred in any law or regulation or interpretation thereof that, in the opinion of counsel for the Bank, would make it illegal or against the policy of any governmental agency or authority for the Bank to make advances hereunder; and (eiii) the representations and warranties contained set forth herein and in Section VI the other Loan Documents shall be true and accurate correct in all material respects on as of the time of the Advance, except for any such representations and warranties which are specifically expressed to have been given only as at the date of this Loan Agreement; (iv) there being no breach of any of the covenants set forth in Section 11 or Section 12 of this Loan Agreement, nor shall the making of the Advance result in the occurrence of a breach of the same; (v) subject to the Post-Closing Undertaking, any covenants required by Section 3 of this Loan Agreement that have not been performed as of the date of such Notice of Borrowing and on the effective date of the making, continuation or conversion of the Loan and any advances hereunder as though made at and as of each such date; and The making of each advance a subsequent Advance shall be deemed to performed; (vi) no Default or Event of Default shall have occurred and be a representation and warranty by the Borrower on the date of continuing, nor shall the making of such advance as to the accuracy Advance result in the occurrence of the facts referred to in Article 3any Default or Event of Default; and (fvii) evidence of no material adverse change to the financial condition or performance of then Outstanding Principal Obligations, together with the Borrower, or to the nature or value of the Collateral; and (g) satisfactory evidence that the Bank has been named additional insured and loss payee with respect to the Collateral with respect to insurance policies required by the Security Agreement; and (h) evidence of no pending or threatened litigation against the Borrower which would, amount requested in the Bank's judgmentDraw Request, have a material adverse effect on do not exceed the Borrower's ability to perform the obligations hereunder; and (i) such other certificate, opinions, documents and instruments confirming or otherwise relating to the transactions contemplated hereby as may reasonably be requested by the Bank; and (j) prior to the closing, Borrower shall open an operating account with the Bank to facilitate the automatic debit provisions of this Loan and the Note. Such account shall be maintained continuously throughout the term of the LoanFacility Maximum Amount.

Conditions Precedent to Subsequent Advances. The obligation of the Bank following shall be conditions precedent to make each advance, including the initial Advance, is further subject to the following conditions precedentall subsequent Advances: (a) the truth and correctness Borrower shall provide a Borrowing Base Certificate computed as of the representations and covenants contained in Article IV hereof; anddate not more than 30 days prior to such Advance; (b) there shall have occurred no Event of Default as set forth in Article VIII hereof; and (c) timely receipt by the Bank of the Notice of Borrowing as provided in Section 2.02; and (d) no change shall have occurred in any law or regulation or interpretation thereof that, in the opinion of counsel for the Bank, would make it illegal or against the policy of any governmental agency or authority for the Bank to make advances hereunder; and (e) the representations and warranties contained in Section VI this Agreement and the other Loan Documents shall be true and accurate correct in all material respects on and as of the date of such Notice of Borrowing and on the effective date of the making, continuation or conversion of the Loan and any advances hereunder Advance as though made at on and as of each such date (except to the extent that such representations and warranties relate solely to an earlier date; ); (c) no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and The making of each advance shall be deemed to be a representation and warranty by the Borrower continuing on the date of such Advance nor shall either immediately result from the making of the Advance; (d) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the making of such advance as Advance shall have been issued and remain in force by any governmental authority against Borrower, Guarantor, Lender or any of their Affiliates; (e) Payment of Lender’s fees and reimbursable costs and expenses due under this Agreement with regard to the accuracy of the facts referred subsequent Advance, including without limitation, all filing and recording fees and appraisal fees, shall have been made to in Article 3; andLender; (f) evidence of no material adverse change Borrower shall have received and confirmed to the financial condition or performance Lender, within thirty (30) days of the Borrowersubsequent Advance, or evidence satisfactory to the nature or value it that all of the Collateralreal property encumbered by the Note Mortgages is insured by policies of title insurance acceptable in form and substance to Lender; and (g) satisfactory evidence that the Bank has been named additional insured and loss payee with respect to the Collateral with respect to insurance policies required by the Security Agreement; and (h) evidence of no pending or threatened litigation against the Borrower which would, in the Bank's judgment, have a material adverse effect on the Borrower's ability to perform the obligations hereunder; and (i) such other certificate, opinions, documents and instruments confirming or otherwise relating to the transactions contemplated hereby as may reasonably be requested by the Bank; and (j) prior to the closing, Borrower shall open have proivded an operating account with the Bank to facilitate the automatic debit provisions of this Loan and the Note. Such account shall be maintained continuously throughout the term of the Loanappraisal for each property encumbered by a Note Mortgage.

Conditions Precedent to Subsequent Advances. The obligation As a condition precedent to each subsequent Advance after the first Advance disbursed after the closing of the Bank Loan (the "Initial Advance"), and in addition to make each advanceall other requirements herein, including the initial Advance, is further subject to Borrower must satisfy the following conditions precedentrequirements: (a) All conditions precedent to disbursing the truth Initial Advance pursuant to Sections 2.1 and correctness of the representations 3.4 hereof, and covenants contained in Article IV hereof; andany other prior Advance, shall have been and continue to be satisfied; (b) there There shall have occurred exist no Event default or event (a "Potential Default") which with notice, lapse of Default as set forth in Article VIII hereof; andtime or, both, would constitute a default hereunder or under any of the Loan Papers; (c) timely receipt by the Bank of the Notice of Borrowing as provided in Section 2.02; and (d) no change shall have occurred in any law or regulation or interpretation thereof that, in the opinion of counsel for the Bank, would make it illegal or against the policy of any governmental agency or authority for the Bank to make advances hereunder; and (e) the The representations and warranties contained made in Section VI this Agreement shall be true and accurate in all material respects correct on and as of the date of each such Notice Advance, with the same effect as if made on that date; (d) Borrower shall have submitted to Lender an Application for Advance with respect to the Advance being requested; (e) Borrower shall have procured and delivered to Lender releases or waivers of Borrowing mechanic's and on materialmen's liens and receipted bills showing payment to all parties who have furnished materials or services or performed labor of any kind in connection with the effective date construction of any part of the making, continuation or conversion of the Loan and any advances hereunder as though made at and as of each such date; and The making of each advance shall be deemed to be a representation and warranty by the Borrower on the date of the making of such advance as to the accuracy of the facts referred to in Article 3Improvements; and (f) evidence of no material adverse change to the financial condition or performance of the Borrower, or to the nature or value of the Collateral; and (g) satisfactory evidence that the Bank has been named additional insured and loss payee with respect to the Collateral with respect to insurance policies required by the Security Agreement; and (h) evidence of no pending or threatened litigation against the Borrower which would, in the Bank's judgment, shall have a material adverse effect on the Borrower's ability to perform the obligations hereunder; and (i) submitted such other certificateinstruments and documents as Lender shall reasonably request to evidence, opinions, documents and instruments confirming create or otherwise relating assure the rights or benefits to the transactions contemplated hereby as may reasonably be requested by the Bank; and (j) prior created in favor of Lender pursuant to the closing, Borrower shall open an operating account with the Bank to facilitate the automatic debit provisions of this Loan and the Note. Such account shall be maintained continuously throughout the term of the LoanAgreement.

Conditions Precedent to Subsequent Advances. The obligation obligations of the Bank Lenders hereunder to make any subsequent Advance are subject to compliance, on or before the making of each advance, including the initial such Advance, is further subject to with each of the following conditions precedent, which conditions precedent are for the sole and exclusive benefit of the Lenders and may be waived in writing by the Majority Lenders in their sole discretion, with the exception of paragraph 6.3.4, the waiver of which shall require consent of all of the Lenders: 6.3.1 notice to the Lenders requesting the Advance, including (ai) the truth amount and correctness date requested, (ii) reasonably detailed evidence and calculations supporting the amount requested, and (iii) evidence that the remaining undrawn Advances together with cash on hand are sufficient to complete the construction of the representations and covenants contained in Article IV hereof; andProject, each of which shall be satisfactory to the Administrative Agent acting reasonably; (b) there shall have occurred no Event of Default as set forth in Article VIII hereof; and (c) timely receipt by the Bank of the Notice of Borrowing as provided in Section 2.02; and (d) no change shall have occurred in any law or regulation or interpretation thereof that, in the opinion of counsel for the Bank, would make it illegal or against the policy of any governmental agency or authority for the Bank to make advances hereunder; and (e) 6.3.2 the representations and warranties contained made in Section VI or pursuant to this Agreement shall be true and accurate correct on the date of the Advance, (except to the extent such representations and warranties expressly relate to an earlier date, and in all material respects such case, shall be true and correct on and as of such earlier date) as if made on and as of the date of any subsequent Advance, except for such Notice of Borrowing and on the effective date of the makingchanges, continuation facts, events, or conversion of the Loan and any advances hereunder as though made at and as of each such date; and The making of each advance shall be deemed to be a representation and warranty by the Borrower on the date of the making of such advance as circumstances that have been previously disclosed in writing to the accuracy Lenders and provided that such disclosed changes, facts, events, or circumstances are satisfactory to the Administrative Agent, acting reasonably; 6.3.3 the Lenders shall have received a Compliance Certificate; 6.3.4 no event shall have occurred since the Closing Date which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect, including any event arising as a result of the facts referred to in Article 3any casualty or disaster, accident, labour dispute, exercise of power of eminent domain or other governmental action, act of God or other reason whatsoever; and (f) evidence 6.3.5 no Default or Event of no material adverse change Default shall have occurred and be continuing nor shall there be any such Default or Event of Default after giving effect to the financial condition or performance of the Borrower, or to the nature or value of the Collateral; and (g) satisfactory evidence that the Bank has been named additional insured and loss payee with respect to the Collateral with respect to insurance policies required by the Security Agreement; and (h) evidence of no pending or threatened litigation against the Borrower which would, in the Bank's judgment, have a material adverse effect on the Borrower's ability to perform the obligations hereunder; and (i) such other certificate, opinions, documents and instruments confirming or otherwise relating to the transactions contemplated hereby as may reasonably be requested by the Bank; and (j) prior to the closing, Borrower shall open an operating account with the Bank to facilitate the automatic debit provisions of this Loan advance and the Note. Such account Lenders shall be maintained continuously throughout the term of the Loanhave received an Officer’s Certificate confirming same.

Conditions Precedent to Subsequent Advances. The obligation of the Bank to make each advance, including the initial Advance, is further Each Advance hereunder shall be subject to the following conditions precedent: (a) precedent that on the truth date of such Advance, and correctness of immediately after giving effect thereto and to the representations and covenants contained in Article IV hereof; and (b) there shall have occurred no Event of Default as set forth in Article VIII hereof; and (c) timely receipt by the Bank of the Notice of Borrowing as provided in Section 2.02; and (d) no change shall have occurred in any law or regulation or interpretation thereof that, in the opinion of counsel for the Bank, would make it illegal or against the policy application of any governmental agency or authority for the Bank to make advances hereunder; and proceeds from it, (ei) the representations and warranties contained in Section VI shall be Article 6 are true and accurate in all material respects correct on and as of the date of such Notice of Borrowing and on the effective date of the makingdate, continuation or conversion of the Loan and any advances hereunder all as though made at on and as of each such date; (ii) no event or condition has occurred and The making of each advance is continuing, or would result from such Advance or giving effect to such Advance, which constitutes a Default; (iii) such Advance, or otherwise giving effect to such Advance, will not violate any Applicable Law then in effect, (iv) the lender under the Canada Facility has not exercised any right it has thereunder to terminate its obligation to reimburse claims under the Canada Facility; (v) the Lender shall be deemed to be have received a representation and warranty by Compliance Certificate from the Borrower on dated the date of the making of such advance as applicable Borrowing Notice; (vi) the Borrower shall have delivered a satisfactory executed Annual Work Schedule to the accuracy of Lender for the facts referred to Fiscal Year in Article 3which the applicable Borrowing Notice has been delivered and the Lender shall have accepted and executed same; and (fvii) evidence of no material adverse change to the financial condition or performance of the Borrower, or to the nature or value of the Collateral; and (g) Lender shall have received satisfactory evidence that all material permits, approvals and municipal authorizations which, as at the Bank has date of the Advance, are required for such Funded Projects and are possible to have been named additional insured obtained by the Borrower at such time, have been obtained; and loss payee with respect to (viii) the Collateral with respect to insurance policies Borrower will have delivered a Borrowing Notice and the other materials required by the Security Agreement; and (h) evidence of no pending or threatened litigation against the Borrower which would, in the Bank's judgment, have a material adverse effect on the Borrower's ability to perform the obligations hereunder; and (i) such other certificate, opinions, documents and instruments confirming or otherwise relating to the transactions contemplated hereby as may reasonably be requested by the Bank; and (j) prior to the closing, Borrower shall open an operating account with the Bank to facilitate the automatic debit provisions of this Loan and the Note. Such account shall be maintained continuously throughout the term of the LoanSection 3.2.