Conditions to All Disbursements. The obligations of the Bank to make any Revolving Loan on any Disbursement Date, including, but not limited to, the Disbursement Date first occurring, are subject to the occurrence, prior to or on the Disbursement Date related to such Revolving Loan, of each of the following conditions:
Conditions to All Disbursements. In addition to the requirements of Section 7.06 with respect to the initial disbursement for each construction contract that is entered into with respect to the Project, the obligation of the Department to fund the initial and all subsequent disbursements of the purchase price of the Bond is subject to the satisfaction of the following further conditions:
(a) that as of the date of such disbursement, there has occurred no Default and no condition which, with the giving of notice or lapse of time or both, would become an Event of Default with respect to the Bond, any other bonds or indebtedness of the City or this Loan Agreement;
(b) that each of the representations, covenants and agreements of the City contained herein shall be true and correct on and as of the date of the respective disbursements;
(c) that the City shall be in full compliance with all obligations and covenants contained herein, the applicable Regulations and all other applicable State, Department and federal regulations;
(d) that as of the date of the request for disbursement there have been no changes made to the Plans and Specifications nor any change orders executed which have not been approved by the Department; and
(e) that as of the date of the request for disbursement all fees and expenses of counsel to the Department in connection with the Loan have been paid or will be paid from the proceeds of such disbursement.
Conditions to All Disbursements. The following conditions must be satisfied as to each Disbursement Request or DSA may withhold its approval thereof:
Conditions to All Disbursements. The obligation of the Lenders to make any Disbursement (including the Initial Convertible Loan Disbursement) shall be subject to the satisfaction (or waiver by the Required Lenders) of each of the following conditions:
(a) no Default or Event of Default shall have occurred, would result from such Disbursement or the use of the proceeds therefrom or would otherwise exist upon the making of such Disbursement;
(b) immediately prior to and after giving effect to such Disbursement and the use of proceeds thereof, each representation and warranty by any Loan Party or any of its Subsidiaries contained herein or in any other Facility Document is true, correct and complete in all material respects (without duplication of any materiality qualifier contained therein) as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were true, correct and complete in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date);
(c) the payment by the Borrowers of the fees required to be paid pursuant to Section 2.8 to the Agent and the Lenders on such Disbursement Date and all other fees required to be paid on such Disbursement Date pursuant to this Agreement and the other Facility Documents and all reasonable and documented out-of-pocket costs and expenses required to be paid on such Disbursement Date (including pursuant to Section 9.2) pursuant to this Agreement and the other Facility Documents, in the case of reasonable and documented out-of-pocket costs and expenses, to the extent invoiced prior to the Disbursement Date (which amounts, at the sole option of the Lenders, may be offset against the proceeds of such Disbursement);
(d) there shall not exist any proceeding, order, injunction or decree of any Governmental Authority or in any court of competent jurisdiction restraining or prohibiting (or seeking to restrain or prohibit) the funding of such Disbursement hereunder;
(e) the Agent and the Lenders shall have received a Solvency Certificate duly executed by an Authorized Officer of the Borrower; and
(f) each Lender shall have received a certificate from an Authorized Officer certifying that the conditions set forth in Section 5.4(a) and (b) are satisfied.
Conditions to All Disbursements. The obligations of Bank to make any Advance on any Disbursement Date, including, but not limited to, the Disbursement Date first occurring, are subject to the occurrence, prior to or on the Disbursement Date related to such Advance, of each of the following conditions:
Conditions to All Disbursements. The obligation of the Lenders to make any Disbursement shall be subject to the fulfillment of the following conditions:
(a) No Default or Event of Default shall have occurred or would result from the Disbursement; and
(b) Receipt by the Lenders of a Disbursement Request (which Disbursement Request shall include a representation that all conditions contained in this Article 4 to any such Disbursement have been satisfied).
Conditions to All Disbursements. The obligation of the Bank to make any Revolving Loan on any Disbursement Date, including, but not limited to, the Disbursement Date first occurring, are subject to the occurrence, prior to or on the Disbursement Date related to such Revolving Loan, of each of the following conditions, any or all of which may be waived in whole or in part by the Bank in writing. Additionally, the Bank's lien in the Collateral shall be, as it relates to the Collateral, a first and superior lien subject only to the Permitted Liens.
Conditions to All Disbursements. No Disbursement of Loan Proceeds shall be made by Lender to Borrower at any time unless:
(a) All conditions precedent to that Disbursement have been satisfied, including without limitation, performance of all of Borrower's obligations under this Agreement and the Loan Documents which are to be performed prior to such Disbursement.
(b) The amount of Loan proceeds disbursed or to be disbursed does not exceed the lesser of (i) 65% of the purchase price of the Project, (ii) 65% of the appraised value of the Project, (iii) an amount such that the Debt Service Coverage Ratio for the Project does not exceed 1.25x (as determined pursuant to the requirements for such disbursement).
(c) No Default has occurred under this Agreement, or under any of the Loan Documents, and no event, circumstance or condition has occurred or exists which, with the passage of time or the giving of notice, would constitute such a Default.
(d) No material litigation or proceedings are pending or threatened (including but not limited to, proceedings under Title 11 of the United States Code) against Borrower, the Land or the Project.
(e) No material adverse change has occurred or is threatened with respect to the Project or the financial condition of Borrower.
(f) All representations and warranties made by Borrower to Lender herein and otherwise in connection with this Loan continue to be accurate, and all statements and representations made in the application for this Loan submitted to Lender continue to be accurate.
(g) No uninsured damage to or destruction of the Project or any portion thereof shall have occurred.
(h) If requested by Lender, Lender has received a satisfactory report from Lender's Inspecting Agent, indicating that the items for which payment has been requested have been performed at or incorporated into the Project. The cost of this inspection shall be paid directly by Borrower.
(i) The Loan is not in default and Borrower has complied with all of the terms and conditions of this Agreement.
Conditions to All Disbursements. For each Disbursements made after the tenth (10th) Disbursement, Borrower shall be subject to a wiring fee of One Hundred and No/100s Dollars ($100), payable to the Agency. In addition, the following are conditions to all Disbursements (including the initial Disbursement) under this Disbursement Agreement.
Conditions to All Disbursements. Lender's obligation hereunder to advance funds with respect to the Initial Disbursement and any subsequent Disbursements, is conditioned upon Borrower's satisfaction of each of the following conditions precedent upon each such Disbursement:
(a) No Event of Default and no event which, upon the lapse of time or the giving of notice or both, would become an Event of Default shall have occurred and be continuing;
(b) The representations and warranties contained in this Agreement, the Note and all other Loan Documents shall be true and correct;
(c) With respect to the license agreement between Borrower and Siemens, Borrower shall not agree to any material amendments that affect the Collateral without the prior approval of Lender, which approval may not be unreasonably withheld; and
(d) Borrower shall have delivered to Lender a certificate executed by an Authorized Officer of Borrower confirming the statements made in subsections (a), (b) and (c) above.
