Common use of Conditions Precedent to Subsequent Advances Clause in Contracts

Conditions Precedent to Subsequent Advances. The obligations of the Lenders hereunder to make any subsequent Advance are subject to compliance, on or before the making of each such Advance, 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 (i) the amount and 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 Project, each of which shall be satisfactory to the Administrative Agent acting reasonably; 6.3.2 the representations and warranties made in or pursuant to this Agreement shall be true and correct on the date of the Advance, (except to the extent such representations and warranties expressly relate to an earlier date, and in 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 changes, facts, events, or circumstances that have been previously disclosed in writing to the 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 any casualty or disaster, accident, labour dispute, exercise of power of eminent domain or other governmental action, act of God or other reason whatsoever; and 6.3.5 no Default or Event of Default shall have occurred and be continuing nor shall there be any such Default or Event of Default after giving effect to such advance and the Lenders shall have received an Officer’s Certificate confirming same.

Conditions Precedent to Subsequent Advances. The obligations following shall be conditions precedent to all subsequent Advances: (a) On the date of each Advance, Borrower shall provide a Borrowing Base Certificate calculated as of the Lenders hereunder to make any subsequent Advance are subject to compliance, on or before the making date of each such Advance, 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 (i) the amount and 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 Project, each of which shall be satisfactory to the Administrative Agent acting reasonably; 6.3.2 (b) the representations and warranties made contained in or pursuant to this Agreement and the other Loan Documents shall be true and correct on the date of the Advance, in all material respects (except to the extent such for representations and warranties expressly relate to an earlier datewhich contain materiality qualifiers, and in such case, which shall be true and correct on and as of such earlier datein all respects) as if made on and as of the date of such Advance as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date) ; (c) (i) no Event of Default exists on the date of such Advance nor shall an Event of Default result from the making of the Advance, and (ii) Lender has not given written notice of a Default as of the date of such Advance; (d) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the making of such Advance shall have been issued and remain in force by any governmental authority against Borrower, Lender, or any of their Affiliates; and (e) Payment of Lender's fees and reimbursable costs and expenses due under this Agreement with regard to the respective subsequent Advance, except for such changesincluding without limitation, factsfiling and recording fees and appraisal fees, events, or circumstances that shall have been previously disclosed in writing made to the 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 any casualty or disaster, accident, labour dispute, exercise of power of eminent domain or other governmental action, act of God or other reason whatsoever; and 6.3.5 no Default or Event of Default shall have occurred and be continuing nor shall there be any such Default or Event of Default after giving effect to such advance and the Lenders shall have received an Officer’s Certificate confirming sameLender.

Conditions Precedent to Subsequent Advances. (a) The obligations of the Lenders hereunder Lender under this Agreement to make any subsequent Advance Advances are subject to compliance, on or before the making of each such Advance, with each of and conditional upon 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 Lendersbeing satisfied: 6.3.1 notice to the Lenders requesting the Advance, including (i) the amount and date requested, Borrower shall have given a Draw Request to the Lender in accordance with the notice requirements provided herein; (ii) reasonably detailed evidence and calculations supporting there being no actual or pending Material Adverse Change in the amount requested, and business of the Borrower; (iii) evidence that the remaining undrawn Advances together with cash on hand are sufficient to complete the construction of the Project, each of which shall be satisfactory to the Administrative Agent acting reasonably; 6.3.2 the representations and warranties made set forth herein and in or pursuant to this Agreement the other Loan Documents shall be true and correct on in all material respects as of the date time of the Advance, (except to the extent for any such representations and warranties expressly relate which are specifically expressed to an earlier datehave 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, and nor shall the making of the Advance result in such casethe occurrence of a breach of the same; (v) subject to the Post-Closing Undertaking, shall be true and correct on and as any covenants required by Section 3 of such earlier date) as if made on and this Loan Agreement that have not been performed as of the date of any a subsequent Advance, except for such changes, facts, events, or circumstances that have been previously disclosed in writing to the Lenders and provided that such disclosed changes, facts, events, or circumstances are satisfactory to the Administrative Agent, acting reasonablyAdvance shall be performed; 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 any casualty or disaster, accident, labour dispute, exercise of power of eminent domain or other governmental action, act of God or other reason whatsoever; and 6.3.5 (vi) no Default or Event of Default shall have occurred and be continuing continuing, nor shall there be the making of the Advance result in the occurrence of any such Default or Event of Default after giving effect to such advance and Default; and (vii) the Lenders shall have received an Officer’s Certificate confirming samethen Outstanding Principal Obligations, together with the amount requested in the Draw Request, do not exceed the Facility Maximum Amount.

Conditions Precedent to Subsequent Advances. The obligations As a condition precedent to each subsequent Advance after the first Advance disbursed after the closing of the Lenders hereunder Loan (the "Initial Advance"), and in addition to make all other requirements herein, Borrower must satisfy the following requirements: (a) All conditions precedent to disbursing the Initial Advance pursuant to Sections 2.1 and 3.4 hereof, and any subsequent Advance are subject to compliance, on or before the making of each such other prior Advance, shall have been and continue to be satisfied; (b) There shall exist no default or event (a "Potential Default") which with each notice, lapse of time or, both, would constitute a default hereunder or under any 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 (i) the amount and 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 Project, each of which shall be satisfactory to the Administrative Agent acting reasonablyLoan Papers; 6.3.2 the (c) The representations and warranties made in or pursuant to this Agreement shall be true and correct on the date of the Advance, (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of the date of each such earlier date) 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 as delivered to Lender releases or waivers of mechanic's and 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 construction of any part of the date of any subsequent Advance, except for such changes, facts, events, or circumstances that have been previously disclosed in writing to the 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 any casualty or disaster, accident, labour dispute, exercise of power of eminent domain or other governmental action, act of God or other reason whatsoeverImprovements; and 6.3.5 no Default or Event of Default (f) Borrower shall have occurred submitted such other instruments and documents as Lender shall reasonably request to evidence, create or assure the rights or benefits to be continuing nor shall there be any such Default or Event created in favor of Default after giving effect Lender pursuant to such advance and the Lenders shall have received an Officer’s Certificate confirming samethis Agreement.

Conditions Precedent to Subsequent Advances. The obligations of the Lenders Each Advance hereunder to make any subsequent Advance are shall be subject to compliance, the conditions precedent that on or before the making date of each such Advance, with each of the following conditions precedent, which conditions precedent are for the sole and exclusive benefit of the Lenders immediately after giving effect thereto 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 Advanceapplication of any proceeds from it, including (i) the amount and 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 Project, each of which shall be satisfactory to the Administrative Agent acting reasonably; 6.3.2 the representations and warranties made contained in or pursuant to this Agreement shall be true and correct on the date of the Advance, (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be Article 6 are true and correct on and as of such earlier date) , all as if though made on and as of the date of any subsequent such date; (ii) no event or condition has occurred and is continuing, or would result from such Advance or giving effect to such Advance, except for which constitutes a Default; (iii) such changes, facts, eventsAdvance, or circumstances that have been previously disclosed otherwise giving effect to such Advance, will not violate any Applicable Law then in writing 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 Lenders and provided that such disclosed changes, facts, events, or circumstances are satisfactory to Canada Facility; (v) the Administrative Agent, acting reasonably; 6.3.3 the Lenders Lender shall have received a Compliance Certificate; 6.3.4 no event Certificate from the Borrower dated the date of the applicable Borrowing Notice; (vi) the Borrower shall have occurred since delivered a satisfactory executed Annual Work Schedule to the Closing Date which, individually or Lender for the Fiscal Year in which the aggregate, applicable Borrowing Notice has had, or could reasonably be expected to have, a Material Adverse Effect, including any event arising as a result of any casualty or disaster, accident, labour dispute, exercise of power of eminent domain or other governmental action, act of God or other reason whatsoever; and 6.3.5 no Default or Event of Default been delivered and the Lender shall have occurred accepted and be continuing nor shall there be any such Default or Event of Default after giving effect to such advance and executed same; (vii) the Lenders Lender shall have received an Officer’s Certificate confirming samesatisfactory evidence that all material permits, approvals and municipal authorizations which, as at the date of the Advance, are required for such Funded Projects and are possible to have been obtained by the Borrower at such time, have been obtained; and (viii) the Borrower will have delivered a Borrowing Notice and the other materials required by Section 3.2.