Common use of Conditions Precedent to Subsequent Advances Clause in Contracts

Conditions Precedent to Subsequent Advances. The following shall be conditions precedent to all subsequent Advances: (a) Borrower shall provide a Borrowing Base Certificate computed as of the date not more than 30 days prior to such Advance; (b) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects 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) 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 be 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 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 subsequent Advance, including without limitation, all filing and recording fees and appraisal fees, shall have been made to Lender; (f) Borrower shall have received and confirmed to Lender, within thirty (30) days of the subsequent Advance, evidence satisfactory to it that all of the real property encumbered by the Note Mortgages is insured by policies of title insurance acceptable in form and substance to Lender; and (g) Borrower shall have proivded an appraisal for each property encumbered by a Note Mortgage.

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 conditions precedent satisfactory to all subsequent Advances: (a) Borrower shall provide a Borrowing Base Certificate computed as of the date not more than 30 days prior to such AdvanceAdministrative Agent acting reasonably; (b) 6.3.2 the representations and warranties contained made in or pursuant to this Agreement and the other Loan Documents 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 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 Advance as though made on and as of such date (except changes, facts, events, or circumstances that have been previously disclosed in writing to the extent Lenders and provided that such representations and warranties relate solely disclosed changes, facts, events, or circumstances are satisfactory to an earlier date)the Administrative Agent, acting reasonably; (c) 6.3.3 the Lenders shall have received a Compliance Certificate; 6.3.4 no Event 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 which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date of such Advance nor shall either immediately result from there be any such Default or Event of Default after giving effect to such advance and 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 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 subsequent Advance, including without limitation, all filing and recording fees and appraisal fees, shall have been made to Lender; (f) Borrower Lenders shall have received and confirmed to Lender, within thirty (30) days of the subsequent Advance, evidence satisfactory to it that all of the real property encumbered by the Note Mortgages is insured by policies of title insurance acceptable in form and substance to Lender; and (g) Borrower shall have proivded an appraisal for each property encumbered by a Note MortgageOfficer’s Certificate confirming same.

Conditions Precedent to Subsequent Advances. Each of the following actions by the Borrower may be taken without independently satisfying the conditions precedent set forth in this Section 3.02: (x) the nomination of each Interest Period subsequent to the initial Interest Period or any change in the Type of Advance, and (y) the conversion of all, but not less than all, of any Advance denominated in one currency into the other currency (without an increase in the outstanding amount of the Loan). The following obligation of the Lenders to make any Advance that results in an increase in the outstanding Loan pursuant to Section 2.01 after the first Drawdown Date shall be subject to the further conditions precedent to all subsequent Advancesthat on or before the Drawdown Date of such Advance: (a) Borrower shall provide a Borrowing Base Certificate computed as of the date not more than 30 days prior to such Advance; (b) the The representations and warranties contained of the Borrower and each Guarantor set forth in this Agreement and the other each Loan Documents Document shall be true and correct in all material respects on and as of the date of such Advance as though made on and as of such date (Advance, except to the extent that such representations and warranties relate solely to an earlier date);. (cb) At the time of and immediately after giving effect to such Advance, 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 be continuing and the Loan shall not exceed the total Commitments applicable on and as of the date of such Advance nor Advance. (c) The Agent shall either immediately have received a Notice of Borrowing meeting the requirements of Section 2.02, a Certificate of Solvency of the Borrower only, and a certificate of the president or vice president (or the chairman or deputy chairman as applicable) of each of the Borrower and the Guarantors stating that (x) the representations and/or warranties contained in Section 4.01 are correct on and as of such Drawdown Date, (y) no Default or Event of Default has occurred and is continuing, or would result from such Advance or from the making application of the Advance;proceeds therefrom, and (z) stating that no material adverse change has occurred since December 31, 2004 in the business, operations, properties, prospects or condition (financial or otherwise) of the Borrower or any Guarantor, respectively. (d) no injunction, writ, restraining order, or The Agent shall have received such other order of any nature prohibiting, directly or indirectly, documentation and assurances as shall be reasonably required by it in connection with the making of such Advance. The making of each Advance shall have been issued be deemed to constitute a representation and remain in force warranty by any governmental authority against Borrower, Guarantor, Lender or any of their Affiliates; (e) Payment of Lender’s fees the Borrower and reimbursable costs and expenses due under this Agreement with regard the Guarantors on the date thereof as to the subsequent Advance, including without limitation, all filing matters specified in paragraphs (a) and recording fees and appraisal fees, shall have been made to Lender; (fb) Borrower shall have received and confirmed to Lender, within thirty (30) days of the subsequent Advance, evidence satisfactory to it that all of the real property encumbered by the Note Mortgages is insured by policies of title insurance acceptable in form and substance to Lender; and (g) Borrower shall have proivded an appraisal for each property encumbered by a Note Mortgagethis Section 3.02.

Conditions Precedent to Subsequent Advances. The following Each Advance hereunder shall be subject to the conditions precedent to all subsequent Advances: (a) Borrower shall provide a Borrowing Base Certificate computed as of that on the date not more than 30 days prior to of such Advance; , and immediately after giving effect thereto and to the application of any proceeds from it, (bi) the representations and warranties contained in this Agreement and the other Loan Documents shall be Article 6 are true and correct in all material respects on and as of the date of such Advance date, all as though made on and as of such date date; (except to the extent that such representations and warranties relate solely to an earlier date); (cii) no Event of Default event or event condition has occurred and is continuing, or would result from such Advance or giving effect to such Advance, which with constitutes a Default; (iii) such Advance, or otherwise giving effect to such Advance, will not violate any Applicable Law then in effect, (iv) the giving of notice or passage of time would constitute an Event of Default 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 have occurred and be continuing on received a Compliance Certificate from the Borrower dated the date of such Advance nor the applicable Borrowing Notice; (vi) the Borrower shall either immediately result from have delivered a satisfactory executed Annual Work Schedule to the making Lender for the Fiscal Year in which the applicable Borrowing Notice has been delivered and the Lender shall have accepted and executed same; (vii) the Lender shall have received satisfactory evidence that all material permits, approvals and municipal authorizations which, as at the date of the Advance; (d) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the making of are required for such Advance shall Funded Projects and are possible to have been issued and remain in force obtained by any governmental authority against Borrowerthe Borrower at such time, 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 subsequent Advance, including without limitation, all filing and recording fees and appraisal fees, shall have been made to Lender; obtained; and (fviii) the Borrower shall will have received delivered a Borrowing Notice and confirmed to Lender, within thirty (30) days of the subsequent Advance, evidence satisfactory to it that all of the real property encumbered other materials required by the Note Mortgages is insured by policies of title insurance acceptable in form and substance to Lender; and (g) Borrower shall have proivded an appraisal for each property encumbered by a Note MortgageSection 3.2.