Common use of Conditions to Restricted Payments Clause in Contracts

Conditions to Restricted Payments. Restricted Payments may be made provided that each of the following, and no other, conditions has been satisfied: (a) no Loan Facility Event of Default or Unmatured Loan Facility Event of Default has occurred and is Continuing or could reasonably be expected to occur as a result of such Restricted Payment; (b) (i) the Historical DSCR for the most recent 12-month period (calculated for this purpose based on the rolling four-quarter average unless the Project Completion Date has occurred less than four full quarters prior and excluding any amount contributed during such measurement period under the cure right in Section 12.25 (Historical DSCR)) and (ii) the Fixed Projected DSCR for the 12-month period beginning on the Quarterly Payment Date on or immediately prior to the proposed date of the Restricted Payment are, in each case, at least 1.25:1; (c) the Senior Facilities Debt Service Reserve Account is funded (with cash or Acceptable Debt Service Reserve LCs) with the then-applicable Senior Facilities Reserve Amount; (d) the Project Completion Date has occurred; (e) no outstanding LC Loans or LC Reimbursement Payments are outstanding as of the date of such Restricted Payment; (f) the then-Required LNG SPAs are in full force and effect and no actual LNG SPA Prepayment Event or Unmatured LNG SPA Prepayment Event has occurred and is continuing in respect of which the prepayment and cancellation required by the occurrence of such event in accordance with Section 8.2 (LNG SPA Mandatory Prepayment) has not been made in full; (g) no other Restricted Payment (other than any Restricted Payment permitted under Section 11.2 (Certain Restricted Payments)) has been made during the calendar quarter of the proposed Restricted Payment; and (h) at least two Business Days prior to the proposed date of such Restricted Payment, the Intercreditor Agent has received a certificate from the Borrower confirming that each of the conditions set forth in in this Section 11.1 (Conditions to Restricted Payments) have been satisfied and setting forth the calculation of the Historical DSCR and the Fixed Projected DSCR in clause (b) above.

Conditions to Restricted Payments. Restricted Payments may be made provided that each of the following, and no other, conditions has been satisfied: (a) no Loan Facility Event of Default or Unmatured Loan Facility Event of Default has occurred and is Continuing or could reasonably be expected to occur as a result of such Restricted Payment; (b) (i) the Historical DSCR for the most recent 12-month period (calculated for this purpose based on the rolling four-quarter average unless the Project Completion Date has occurred less than four full quarters prior and excluding any amount contributed during such measurement period under the cure right in Section 12.25 (Historical DSCR)) and (ii) the Fixed Projected DSCR for the 12-month period beginning on the Quarterly Payment Date on or immediately prior to the proposed date of the Restricted Payment are, in each case, at least 1.25:1; (c) the Senior Facilities Debt Service Reserve Account is funded (with cash or Acceptable Debt Service Reserve LCs) with the then-applicable Senior Facilities Reserve Amount; (d) each of the Project Phase 1 Completion Date and the Project Phase 2 Completion Date has occurred; (e) no outstanding LC Loans (as defined in the Credit Facility Agreement) or LC Reimbursement Payments are outstanding as of the date of such Restricted Payment; (f) the then-Required LNG SPAs are in full force and effect and no actual LNG SPA Prepayment Event or Unmatured LNG SPA Prepayment Event has occurred and is continuing in respect of which the prepayment and cancellation required by the occurrence of such event in accordance with Section 8.2 (LNG SPA Mandatory Prepayment) has not been made in full; (g) no other Restricted Payment (other than any Restricted Payment permitted under Section 11.2 (Certain Restricted Payments), Section 11.3 (Project Phase 1 Pre-Completion Revenue Restricted Payments) or Section 11.4 (Project Phase 2 Pre-Completion Revenue Restricted Payments)) has been made during the calendar quarter of the proposed Restricted Payment; and (h) at least two Business Days prior to the proposed date of such Restricted Payment, the Intercreditor Agent has received a certificate from the Borrower confirming that each of the conditions set forth in in this Section 11.1 (Conditions to Restricted Payments) have been satisfied and setting forth the calculation of the Historical DSCR and the Fixed Projected DSCR in clause (b) above.

Conditions to Restricted Payments. The Borrower shall not make any Restricted Payments may be made provided that each of the following, and no other, conditions has been satisfiedPayment unless: (ai) no Loan Facility Default or Event of Default or Unmatured Loan Facility Event of Default has shall have occurred and is Continuing or could reasonably be expected to occur as a result continuing at the time of and immediately following the making of such proposed Restricted Payment; (b) (i) the Historical DSCR for the most recent 12-month period (calculated for this purpose based on the rolling four-quarter average unless the Project Completion Date has occurred less than four full quarters prior and excluding any amount contributed during such measurement period under the cure right in Section 12.25 (Historical DSCR)) and (ii) the Fixed Projected DSCR for the 12-month period beginning on the Quarterly Payment Date on or immediately prior to the proposed date of the Restricted Payment are, in each case, at least 1.25:1Completion has been achieved; (ciii) the Borrower has paid the first scheduled repayment of principal of the Senior Facilities Debt Service Reserve Account is funded (with cash or Acceptable Debt Service Reserve LCs) with the then-applicable Senior Facilities Reserve AmountLoans; (div) the Project Completion such Restricted Payment is made at least ten (10) Business Days but no more than twenty (20) Business Days after a Principal Repayment Date has occurred; (e) no outstanding LC Loans or LC Reimbursement Payments are outstanding as of the date of such Restricted PaymentPayment being the “Restricted Payment Date”, and such Principal Repayment Date being the “Corresponding Payment Date”); (fv) there is, and immediately following such Restricted Payment will be, no Debt Service Reserve Deficiency or Operating Reserve Deficiency; (vi) all Secured Debt Obligations due and payable on or prior to such Corresponding Payment Date have been paid; (vii) the thenLLCR calculated from such Corresponding Payment Date (and including payments to be made on such Corresponding Payment Date) through the Final Maturity Date shall be not less than 1.4:1.0, and the foregoing shall be certified by the Borrower in the Financial Ratio Certificate to be delivered by the Borrower with respect to the Corresponding Payment Date as provided in Section 6.02(c); (viii) the FLDSCR for the six-Required LNG SPAs are month period commencing on such Corresponding Payment Date (including payments to be made on such Corresponding Payment Date) shall be not less than 1.25:1.0, and the foregoing shall be certified by the Borrower in the Financial Ratio Certificate to be delivered by the Borrower with respect to the Corresponding Payment Date as provided in Section 6.02(c); and (ix) subject to Section 9.01(c), a Financial Model and Operating Plan prepared specifically for the calendar year during which the Restricted Payment Date falls shall have been approved pursuant to Section 8.14(b) and be in full force and effect and no actual LNG SPA Prepayment Event or Unmatured LNG SPA Prepayment Event has occurred and is continuing in respect of which on the prepayment and cancellation required by the occurrence of such event in accordance with Section 8.2 (LNG SPA Mandatory Prepayment) has not been made in full; (g) no other Restricted relevant Corresponding Payment (other than any Restricted Payment permitted under Section 11.2 (Certain Restricted Payments)) has been made during the calendar quarter of the proposed Restricted Payment; and (h) at least two Business Days prior to the proposed date of such Restricted Payment, the Intercreditor Agent has received a certificate from the Borrower confirming that each of the conditions set forth in in this Section 11.1 (Conditions to Restricted Payments) have been satisfied and setting forth the calculation of the Historical DSCR and the Fixed Projected DSCR in clause (b) aboveDate.

Conditions to Restricted Payments. The Borrower shall not make any Restricted Payments may be made provided that each of the following, and no other, conditions has been satisfiedPayment unless: (ai) such Restricted Payment is made on or after the Economic Completion Date; (ii) such Restricted Payment is made after the Borrower has made its first scheduled principal repayment in accordance with Section 2.05(a); NYDOCS02/1023777.17Midway Gold – Pan Gold Project – Credit Agreement (iii) such Restricted Payment is made on a Calculation Date, or up to forty-five (45) days after a Calculation Date but with respect to clause (v) and clause (vi) based on the conditions that prevailed on the immediately preceding Calculation Date (the date of the making of any such Restricted Payment being a “Restricted Payment Date”); (iv) at the time of the making of such Restricted Payment, and immediately after giving effect to such Restricted Payment, no Loan Facility Prospective Event of Default or Unmatured Loan Facility Event of Default has shall have occurred and is Continuing or could reasonably be expected Continuing; (v) on the Calculation Date corresponding to occur as a result of the Restricted Payment Date, after giving effect to such Restricted Payment; , and on the immediately preceding Calculation Date (b) if applicable), (iA) the Historical DSCR Debt Service Coverage Ratio is at least 1.50:1.00, (B) the Prospective Debt Service Coverage Ratio for each Calculation Date through to the most recent 12-month period Maturity Date is at least 1.50:1.00, (calculated C) the Loan Life Coverage Ratio for this purpose based on each Calculation Date through to the rolling four-quarter average unless Maturity Date is at least 1.50:1.00 and (D) the Project Completion Life Coverage Ratio for each Calculation Date has occurred less than four full quarters prior and excluding any amount contributed during such measurement period under the cure right in Section 12.25 (Historical DSCR)) and (ii) the Fixed Projected DSCR for the 12-month period beginning on the Quarterly Payment Date on or immediately prior through to the proposed date of the Restricted Payment areMaturity Date is at least 2.00:1.00, in each case, at least 1.25:1as calculated in accordance with the Financial Model submitted to Lenders after such Calculation Date and approved by Lenders and certified in the most recent Compliance Certificate; (cvi) on the Senior Facilities Debt Service Reserve Account is funded (with cash or Acceptable Debt Service Reserve LCs) Calculation Date corresponding with the then-applicable Senior Facilities Reserve Amount; (d) the Project Completion Date has occurred; (e) no outstanding LC Loans or LC Reimbursement Payments are outstanding as of the date of such Restricted Payment; (f) the then-Required LNG SPAs are in full force and effect and no actual LNG SPA Prepayment Event or Unmatured LNG SPA Prepayment Event has occurred and is continuing in respect of which the prepayment and cancellation required by the occurrence of such event in accordance with Section 8.2 (LNG SPA Mandatory Prepayment) has not been made in full; (g) no other Restricted Payment (other than any Restricted Payment permitted under Section 11.2 (Certain Restricted Payments)) has been made during the calendar quarter of the proposed Restricted Payment; and (h) at least two Business Days prior to the proposed date making of such Restricted Payment, and on the Intercreditor Agent has received a certificate from immediately preceding Calculation Date (if applicable), the Borrower confirming that each Reserve Tail shall be at least 30%; (vii) the amount of such Restricted Payment shall not exceed the amount on deposit in or credited to the Distribution Account as of the conditions set forth Restricted Payment Date; and (viii) all payments higher in in this Section 11.1 priority than clause (Conditions to Restricted Paymentsxiv) of the Cash Flow Waterfall shall have been satisfied and setting forth the calculation made as of the Historical DSCR and the Fixed Projected DSCR in clause (b) abovesuch Restricted Payment Date.