Common use of Conditions to Subsequent Advances Clause in Contracts

Conditions to Subsequent Advances. The obligations of Lender to make each Advance under any unfunded loan Obligation on any Borrowing Date subsequent to the initial Advance hereunder shall be subject to the fulfillment of the following conditions precedent: (a) Borrower, its Subsidiaries and TWC shall have executed and delivered to Lender appropriate Loan Documents with respect to any new loan Obligations, and with respect to all Obligations, Borrower shall have executed and delivered to Lender an appropriate Draw Request signed by a duly authorized officer of Borrower in accordance with Section 2.03 hereof, and Lender shall be satisfied as to the accuracy of Borrower’s computation of the Borrowing Base and the Maximum Amount. (b) If requested by Lender, Borrower and its Subsidiaries shall have delivered to Lender a Certificate of No Default, an Insurance Report and a Government Contracts Status Report and Certification, each executed by a duly authorized officer of Borrower and its Subsidiaries, to the extent applicable, in the form required by Lender. (c) The representations and warranties contained in Article 6 hereof and any other document executed and delivered in connection herewith are and shall be true and correct in all material respects as though made on and as of such Borrowing Date (except as not materially affected by transactions hereafter occurring in the ordinary course of business, and except as may be waived by or cured to the satisfaction of Lender), and no event has or will have occurred, and is or will be continuing, or would result from such Advance, which constitutes or would constitute an Event of Default (as defined in Article 10 hereof), or which with notice or lapse of time or both will or would constitute an Event of Default (unless waived by or cured to the satisfaction of Lender). (d) The making of the proposed Advance will not violate or contravene any applicable provision of any law or any regulation, demand, decree, order, writ, or injunction of any Tribunal. (e) Borrower, TWC and the Subsidiaries shall have delivered to Lender such other documents, instruments and certificates as Lender may reasonably require.

Conditions to Subsequent Advances. The obligations of Lender MetLife’s obligation to make each the Subsequent Advance under any unfunded loan Obligation on any Borrowing Date subsequent to the initial Advance hereunder Loan, as provided in Section 1.2, shall be subject to the fulfillment of the following further conditions precedent: (a) Borrower, its Subsidiaries and TWC Borrowers shall have executed and delivered to Lender appropriate Loan Documents with respect to any new loan Obligationsyou, and with respect to all Obligationsthe Advance Request, Borrower shall have executed and delivered to Lender an appropriate Draw Request signed by a duly authorized officer of Borrower for such Subsequent Advance in accordance with Section 2.03 hereof, and Lender shall be satisfied as to the accuracy of Borrower’s computation of the Borrowing Base and the Maximum Amount.this Agreement; (b) If requested by LenderOn the date the Subsequent Advance is to occur and after giving effect to such Subsequent Advance, Borrower the following shall be true and its Subsidiaries shall have delivered to Lender a Certificate of No Default, an Insurance Report and a Government Contracts Status Report and Certification, each executed by a duly authorized officer of Borrower and its Subsidiaries, to the extent applicable, in the form required by Lender.correct: (ci) The representations and warranties contained of the Borrowers set forth in Article 6 hereof Section 2 of this Agreement and any in the other document executed and delivered in connection herewith Collateral Documents are and shall be true and correct in all material respects as though if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true as of such Borrowing Date date); and (except as not materially affected by transactions hereafter occurring in the ordinary course ii) No Event of business, Default has occurred and except as may be waived by is continuing or cured to the satisfaction of Lender)will result from such Subsequent Advance, and no event default has occurred or will have occurred, and is or will be continuing, or would result from such Advance, which constitutes or would constitute an Event of Default (as defined in Article 10 hereof), or condition exists which with the giving of notice or lapse the expiration of time or both will or would constitute become such an Event of Default Default; and (unless waived by or cured iii) The Note, the Loan Agreement and all of the Collateral Documents are in full force and effect. (c) Borrowers shall have delivered to you (1) periodically, at any other time, at your option, upon your request, a report of title to the satisfaction Facility and such title endorsements and title updates or Uniform Commercial Code searches showing no other liens on the Facility except for Permitted Encumbrances and such other assurances as may be required by Lender and/or by your title insurance company (with all escrow, title insurance, lien search, legal, and recording fees related to any such searches, due diligence, endorsements and assurances to be paid by Borrowers) to affirm the continued first priority of Lender).such Subsequent Advance under the terms of this Agreement and as secured by the Collateral Documents and to affirm that there are no other liens on the Facility except for Permitted Encumbrances and (2) on or prior to such Subsequent Advance such additional approvals, opinions or documents as Lender may reasonably request; and (d) The making of In addition to the proposed Advance will not violate items described in Section 3.11(c) above, Borrowers shall have delivered to you (1) all survey requirements and title requirements set forth in Sections 3.7 and 3.8 above, including all information related to the Missouri Real Estate; and (2) any other documentation or contravene any applicable provision of any law or any regulation, demand, decree, order, writ, or injunction of any Tribunalevidence required by you regarding the Facility. (e) BorrowerWithout limiting the generality of the subsections (i) and (ii) of Section 3.11(b) above: (i) No bankruptcy proceeding of the Borrowers or affecting or encumbering all or any portion of the Facility has been filed or occurred; (ii) No failure to pay real estate taxes or special assessments related to all or any portion of the Facility prior to the time the same became delinquent or past due has occurred; (iii) No Federal tax liens have been filed or issued with regard to any of the Borrowers; (iv) No mechanic’s or materialman’s liens have arisen or been filed with regard to all or any portion of the Facility; (v) No notice of foreclosure or action or other proceeding to enforce any mortgage or other lien on all or any portion of the Facility which is filed, TWC created or entered or which arises subsequent to the date of the filing of the Deeds of Trust, UCC financing statements perfecting the security interests granted by Deeds of Trust, the Assignment or any of the other Collateral Document has been received by you. The submission by Borrower to you of the Advance Request shall be deemed to be a representation and warranty by Borrower that each of the Subsidiaries shall have delivered to Lender statements set forth above in this Section 3.11 is true and correct as of the date of such other documents, instruments and certificates as Lender may reasonably requirenotice.

Conditions to Subsequent Advances. The obligations of Lender Lenders to make each Advance under any unfunded loan Obligation on any Borrowing Date subsequent to the initial Advance hereunder shall be under the Loan (the “Initial Advance”) and any subsequent Advances under the Loan after the Closing Date are subject to the fulfillment satisfaction (or waiver), in the Permitted Discretion of Agent, of the following conditions precedentfollowing: (a) Borrower, its Subsidiaries and TWC shall have executed and delivered to Lender appropriate Loan Documents with respect to any new loan Obligations, and with respect to all Obligations, Borrower shall have executed and delivered to Lender an appropriate Draw Agent, not later than 11:59 a.m. (New York time) on the Business Day prior to the proposed date for such requested Advance, a Request signed for Advance in the form of Exhibit H-I hereto (a “Request for Advance”), or a Request for Excess Availability Advance in the form of Exhibit H-II hereto (a “Request for Excess Availability Advance”), as applicable, and a Borrowing Certificate for the Advance with necessary supporting documentation executed by a duly authorized officer of Borrower in accordance with Section 2.03 hereof, and Lender shall be satisfied as to the accuracy Responsible Officer of Borrower’s computation , which shall constitute a representation and warranty by Borrower as of the Borrowing Base and date of such Advance that the Maximum Amount.conditions contained in this Section 4.2, have been satisfied; (b) If requested each of the representations and warranties made by LenderBorrower in or pursuant to the Loan Documents shall be accurate in all material respects before and after giving effect to the making of such Advance (except for those representations and warranties that pertain to an earlier time period or made as of a specific date), Borrower shall be in compliance with all covenants, agreements and its Subsidiaries obligations under the Loan Documents, and no Potential Default or Event of Default shall have delivered to Lender a Certificate of No Default, an Insurance Report and a Government Contracts Status Report and Certification, each executed by a duly authorized officer of Borrower and its Subsidiaries, occurred or be continuing or would exist after giving effect to the extent applicable, in the form required by Lender.requested Advance on such date; (c) The representations immediately after giving effect to the requested Advance, the aggregate outstanding principal amount of Advances under the Loan shall not exceed Availability; (d) Agent shall have received all fees, charges and warranties contained in Article 6 hereof expenses payable to Agent and Lenders on or prior to such date pursuant to the Loan Documents; (e) there shall not have occurred any other document executed Material Adverse Change, and no event shall have occurred or condition exist that could reasonably be expected to have a Material Adverse Effect; (f) at least five (5) Business Days prior to the date of such proposed Advance, Custodian shall have received the Custodian Deliverables with respect to each Receivable to be financed pursuant to such Advance, and one (1) Business Day before the date of such proposed Advance, Custodian shall have issued and delivered to Agent a Custodian Certificate (without any exceptions noted thereon unless otherwise waived by Agent or as may relate to a permissible trailing document) in connection herewith relation to each such Receivable as provided for in the Custodial Agreement, all in form and substance acceptable to Agent in its Permitted Discretion; and (g) Prior to the first funding of any Receivables at a Primary Resort or Secondary Resort, Agent shall have received the written legal opinion of Borrower’s outside counsel admitted to practice in the respective states where such Primary Resorts and Secondary Resorts are located covering local matters in such jurisdiction, each in form and substance satisfactory to Agent in its reasonable discretion. (h) Prior to the first funding of any Receivables at a Primary or Secondary Resort, (i) Agent shall be true have received a sample form of each of the Consumer Documents for each such Primary Resort and correct Secondary Resort and (ii) Agent shall have determined, in its Permitted Discretion, that each such Consumer Document complies in all material respects as though made on and as with all Applicable Laws. Upon Agent’s approval of such Borrowing Date (except as not materially affected by transactions hereafter occurring in the ordinary course of businessConsumer Documents, and except as may such Consumer Documents shall be waived by or cured added to the satisfaction of Lender), and no event has or will have occurred, and is or will be continuing, or would result from such Advance, which constitutes or would constitute an Event of Default (as defined in Article 10 hereof), or which with notice or lapse of time or both will or would constitute an Event of Default (unless waived by or cured Exhibit B attached to the satisfaction of Lender)this Agreement. (di) The making of all other documents and legal matters in connection with the proposed Advance will not violate or contravene any applicable provision of any law or any regulationtransactions contemplated by this Agreement shall have been, demandas applicable, decreedelivered, order, writexecuted, or injunction of any Tribunalrecorded and shall be in form and substance reasonably satisfactory to Agent. (e) Borrower, TWC and the Subsidiaries shall have delivered to Lender such other documents, instruments and certificates as Lender may reasonably require.

Conditions to Subsequent Advances. The obligations of Lender As a condition precedent to make each Advance under any unfunded loan Obligation on any Borrowing Date subsequent to the initial Advance hereunder shall be subject Initial Advance, and in addition to the fulfillment of all other requirements herein, Borrower must satisfy the following conditions precedentrequirements: (a) Borrower, its Subsidiaries and TWC All conditions precedent to the Initial Advance shall have executed and delivered to Lender appropriate Loan Documents with respect to any new loan Obligations, and with respect to all Obligations, Borrower shall have executed and delivered to Lender an appropriate Draw Request signed by a duly authorized officer of Borrower in accordance with Section 2.03 hereof, and Lender shall be satisfied as to the accuracy of Borrower’s computation of the Borrowing Base and the Maximum Amount.been satisfied; (b) If requested by Lender, Borrower and its Subsidiaries shall have delivered to Lender a Certificate of No Defaultthe following: (i) the Plans; (ii) the Construction Contract, an Insurance Report and a Government Contracts Status Report and Certification, each executed by a duly authorized officer all parties; (iii) the Contractor's Affidavit and Subordination, executed by Borrower; (iv) the Assignment of Plans and Specifications, executed by Borrower and its Subsidiariesacknowledged and consented to by the Architect; (v) the Assignment of Rights under Construction Contract, to executed by Borrower; (vi) a building permit for the extent applicable, in construction of the form required by Lender.Improvements and all related amenities; and (vii) the Approved Budget; (c) There shall exist no Event of Default or Potential Default; (d) The representations and warranties contained made in Article 6 hereof and any other document executed and delivered in connection herewith are and this Loan Agreement shall be true and correct in all material respects as though made on and as of such Borrowing Date (except as not materially affected by transactions hereafter occurring in the ordinary course date of business, and except as may be waived by or cured to the satisfaction of Lender), and no event has or will have occurred, and is or will be continuing, or would result from such each Advance, which constitutes or would constitute an Event of Default (with the same effect as defined in Article 10 hereof), or which with notice or lapse of time or both will or would constitute an Event of Default (unless waived by or cured to the satisfaction of Lender). (d) The making of the proposed Advance will not violate or contravene any applicable provision of any law or any regulation, demand, decree, order, writ, or injunction of any Tribunal.if made on such date; (e) BorrowerIf any agreement or other instrument binding upon Borrower requires that a consent of any third party be obtained before Borrower may execute, TWC deliver or perform this Loan Agreement, the Note or the other Loan Documents executed by such party, then such consent shall be delivered to Lender; (f) Borrower shall procure and deliver to Lender, the Inspecting Architect/Engineer and the Subsidiaries Title Company releases or waivers of mechanic'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 of the Improvements; (g) Promptly upon preparation thereof, Borrower shall deliver to Lender copies of any inspection reports prepared by the Inspecting Architect/Engineer, and/or any Governmental Authority having jurisdiction over the Improvements; (h) Borrower shall procure and deliver to Lender, if required by Lender, evidence reasonably satisfactory to Lender that the amount theretofore invested by Borrower in the Property, together with the funds remaining to be advanced by Lender under the terms of this Loan Agreement, or sums which Borrower agrees to make available, are adequate to meet all costs incurred and to be incurred in connection with the construction of the Improvements; (i) Borrower shall procure and deliver to Lender inspection reports, in form and substance acceptable to Lender, from the Inspecting Architect/Engineer at not less than thirty (30)-day intervals; and (j) Borrower shall have delivered to Lender deposited into the Borrower's Deposit such other documents, instruments and certificates funds as Lender may reasonably requirehave required pursuant to SECTION 4.22 hereof.

Conditions to Subsequent Advances. The obligations obligation of Lender to make each Advance under any unfunded loan Obligation on any Borrowing Date hereunder subsequent to the initial Initial Advance hereunder shall be subject to the fulfillment prior or simultaneous occurrence or satisfaction of each of the following conditions precedentconditions: (a) Borrower, its Subsidiaries and TWC shall have executed and delivered to Lender appropriate the Loan Documents with respect to any new loan Obligations, shall be and with respect to all Obligations, Borrower shall have executed remain outstanding and delivered to Lender an appropriate Draw Request signed by a duly authorized officer of Borrower enforceable in accordance with Section 2.03 hereoftheir terms, and Lender shall be satisfied all as to the accuracy of Borrower’s computation of the Borrowing Base and the Maximum Amount.required hereunder; (b) If Borrower shall have provided and funded the Total Borrower Equity pursuant to Section 2.6 hereof to the full satisfaction of Lender including, without limitation, the entirety of the Initial Tax Increment Financing Proceeds; (c) Lender shall have received a title report dated within two (2) days of the requested Advance from the Title Company showing no state of facts objectionable to Lender, including an endorsement showing that title to the Land is vested in Borrower and that no claim for mechanics' or materialmen's liens has been filed against the Mortgaged Property, except for a Contested Item; (d) the representations and warranties made by Borrower, as contained in this Agreement and in all other Loan Documents shall be true and correct as of the date of each Advance; and if requested by Lender, Borrower and its Subsidiaries shall have delivered give to Lender a Certificate of No Defaultcertificate to that effect; (e) the covenants made by Borrower to Lender, an Insurance Report as contained in this Agreement and a Government Contracts Status Report and Certificationin all other Loan Documents shall have been fully complied with, each executed by a duly authorized officer of Borrower and its Subsidiaries, except to the extent applicablesuch compliance may be limited by the passage of time or the completion of construction of the Improvements; (f) Lender shall have received and approved (i) to the extent not already provided, a fully executed counterpart of each Construction Contract or copy thereof (to be dated after the date of recordation of the Lien Instrument); and (ii) a report of any changes, replacements, substitutions, additions or other modification in the list of contractors, subcontractors and materialmen involved or expected to be involved in the construction of the Improvements; (g) Lender shall have received from Borrower a properly executed and completed Draw Request on the Draw Request Form for such Advance, completed, executed and certified to by Borrower, stating (i) that the requested amount does not exceed the then unpaid cost of construction of the Improvements since the last certificate furnished hereunder (less any retainage required pursuant to Section 3.1(f) hereof), (ii) that said construction was performed in accordance with the Plans, (iii) that, in the form required by Lender.opinion of Borrower, Completion can reasonably be expected to occur on or before the Completion Date for an additional cost not in excess of the amount then available under the Loan, and (iv) such other information as Lender may reasonably require from time to time; (ch) Borrower shall have furnished to Lender, from each contractor, subcontractor and materialman, an invoice, lien waiver and such other instruments and documents as Lender may from time to time specify, in form and content, and containing such certifications, approvals and other data and information, as Lender may require. The representations invoice, lien waiver and warranties other documents shall cover and be based upon work actually completed or materials actually furnished. The lien waiver of each contractor, subcontractor and materialman shall be received by Lender simultaneously with the making of any Advance hereunder for the benefit of such contractor, subcontractor or materialman; (i) Borrower shall have satisfied the retainage requirements described in Section 3.1(f) hereof; (j) the Improvements shall not have been materially injured, damaged or destroyed by fire or other casualty, nor shall any part of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereof; (k) satisfaction of each of the conditions contained in Article 6 hereof and Section 3.2 hereof; (l) no Event of Default or any other document executed and delivered in connection herewith are and shall be true and correct in all material respects as though made on and as event, circumstance or action which, with the giving of such Borrowing Date (except as not materially affected by transactions hereafter occurring in the ordinary course notice, passage of business, and except as may be waived by time or cured failure to the satisfaction of Lender), and no event has or will have occurred, and is or will be continuing, or cure would result from such Advance, which constitutes or would constitute give rise to an Event of Default has occurred and is then existing; (m) no Material Adverse Change shall have occurred; (n) all work typically done at the stage of construction when the Advance is requested shall have been done, and all materials, supplies, chattels and fixtures typically furnished or installed at such stage of construction shall have been furnished or installed; provided, however, that if a Force Majeure Event has occurred, and so long as Borrower is projected to satisfy Section 5.12, any delay in construction work resulting therefrom shall be taken into account in the evaluation of the adequacy of work done on the date the Advance is requested; (o) all personal property not yet incorporated into the Improvements but which is to be paid for out of such Advance, must then be situated upon the Land, secured in a method acceptable to Lender, and Lender shall have received evidence thereof; provided, however, Borrower shall be entitled to store personal property or construction materials offsite so long as (i) the value of such offsite stored materials does not, at any point in time, exceed $250,000.00, (ii) Lender has approved, such approval not to be unreasonably withheld, the location and storage arrangements with respect to such offsite personal property or construction materials so as to assure Lender's ongoing lien priority with respect to such items, (iii) such offsite stored materials are insured for the full value thereof against theft and destruction under insurance policies designating Lender as co-loss payee, as evidenced by insurance binders, certificates, or endorsements reasonably satisfactory to Lender, and (iv) Borrower, upon payment for such offsite stored materials, will have absolute title to the offsite stored materials as evidenced by appropriate bills of sale and payment receipts; (p) at the request of Lender with respect to any Advance occurring after the foundation for the Improvements has been poured and established, Borrower shall provide an updated Survey approved in writing by Lender and confirming that the location of the new foundation is within the boundaries of the Land and in satisfaction of all setback and other Legal Requirements and consistent with the Plans; (q) Borrower shall have complied with all requirements of the Inspecting Person and all Governmental Authorities; (r) Borrower shall have satisfied any and all requirements imposed pursuant to the Economic Incentive Agreements including, without limitation, those imposed by the Apple Valley Economic Development Authority, Minnesota or the City of Apple Valley, Minnesota, to Lender's reasonable satisfaction; (s) Borrower shall have delivered verification to Lender that the City of Apple Valley, Minnesota, has approved the transfer of that certain Business Subsidy Agreement dated as of July 10, 2014, by and between the Apple Valley Economic Development Authority, Minnesota, and IMH Special; (t) Lender shall have received written verification acceptable to Lender that Guarantor has satisfied the Liquidity Covenant, as defined in Article 10 hereof)(i) Section 3.9 of the Guaranty-Carve-Out, (ii) Section 3.9 of the Guaranty-Completion or which with notice or lapse (iii) Section 3.9 of time or both will or would constitute an Event of Default (unless waived by or cured to the satisfaction of Lender).that certain Guaranty-Repayment; and (du) The making of the proposed Advance will not violate or contravene any applicable provision of any law or any regulation, demand, decree, order, writ, or injunction of any Tribunal. (e) Borrower, TWC and the Subsidiaries Borrower shall have (i) delivered to Lender such other documentswritten verification acceptable to Lender that the Fontana/Xxxxxxx/Retail Confessions of Judgment have been fully satisfied and unconditionally released, instruments (ii) caused evidence of the release of the Fontana/Xxxxxxx/Retail Confessions of Judgment to be recorded in the real property records of Dakota County, Minnesota, and certificates (iii) obtained any endorsements for the Title Insurance with respect to the Fontana Parcel, the Xxxxxxx Parcel, and the Retail Parcel as may be reasonably required by Lender may reasonably requirein connection with the release of the Fontana/Xxxxxxx/Retail Confessions of Judgment.

Conditions to Subsequent Advances. The obligations of Neither the Lender to make each Advance under any unfunded loan Obligation on any Borrowing Date subsequent to the initial Advance hereunder nor CDC shall be subject obligated to the fulfillment of the following conditions precedentconsent to subsequent Advances unless and until: (a) Borrower, its Subsidiaries and TWC a. The Borrower shall have executed complied with all conditions precedent for Advances set forth in the AgStar Loan Documents, the CDC Loan Documents and/or the Bond Documents. b. The Borrower and, if requested by Lender or CDC, the Prime Contractor and Inspecting Engineer, shall have executed, or caused to be executed, and delivered to Lender appropriate Loan Documents and CDC a Draw Request as described in Section 2.3(d) above and provided the data therein referred to. c. Lender and CDC shall have received: (1) an endorsement (if permitted or required by virtue of the form thereof) to the Title Insurance increasing the coverage thereof to the full amount of the sum advanced and reflecting no changes in the status of title or the Title Insurance since the previous Advance, or if such endorsement cannot be obtained or if the Title Insurance is a binder, an abstractor’s certificate or other evidence satisfactory to Lender and CDC from the Title Company reflecting that there have been no such changes in the status of title or the Title Insurance; (2) if requested by Lender or CDC, certificate from the Prime Contractor that, in its opinion, the construction of the Project theretofore performed has been in substantial accordance with respect to any new loan Obligationsthe Plans and Specifications; (3) at the request of Lender or CDC, lien waivers or release from all contractors, subcontractors, laborers, and materialmen employed or furnishing materials in connection with respect to all Obligations, Borrower shall have executed the construction of the Project as specified in Section 2.2(d); and delivered to (4) such other certifications or evidence of cost and completion as Lender an appropriate Draw Request signed or CDC may request. d. All amounts deposited by a duly authorized officer of the Borrower in accordance with Section 2.03 hereofthe Disbursing Account from time to time, and Lender shall be satisfied as are disbursed for Eligible Project Costs and/or Equipment Costs pursuant to the accuracy terms and conditions of this Article II. e. In the case of Draw Requests to be funded by Tax Credit Funds, unless and until Borrower’s computation Equity has been fully disbursed. f. In the case of the Borrowing Base Draw Requests to be funded by Lender’s Advances, unless and until Borrower’s Equity and the Maximum AmountTax Credit Funds have been fully disbursed. (b) If requested by Lender, Borrower and its Subsidiaries shall have delivered to Lender a Certificate of No Default, an Insurance Report and a Government Contracts Status Report and Certification, each executed by a duly authorized officer of Borrower and its Subsidiaries, to the extent applicable, in the form required by Lender. (c) The representations and warranties contained in Article 6 hereof and any other document executed and delivered in connection herewith are and shall be true and correct in all material respects as though made on and as of such Borrowing Date (except as not materially affected by transactions hereafter occurring in the ordinary course of business, and except as may be waived by or cured to the satisfaction of Lender), and no event has or will have occurred, and is or will be continuing, or would result from such Advance, which constitutes or would constitute an Event of Default (as defined in Article 10 hereof), or which with notice or lapse of time or both will or would constitute an Event of Default (unless waived by or cured to the satisfaction of Lender). (d) The making of the proposed Advance will not violate or contravene any applicable provision of any law or any regulation, demand, decree, order, writ, or injunction of any Tribunal. (e) Borrower, TWC and the Subsidiaries shall have delivered to Lender such other documents, instruments and certificates as Lender may reasonably require.

Conditions to Subsequent Advances. The obligations Notwithstanding any other --------------------------------- provision of this Agreement or any of the other Loan Documents, and without affecting in any manner the rights of Lender to under the other Sections of this Agreement, it is understood and agreed that Lender will not make any advance or permit any drawing under Section 2 of this Agreement, other than the Initial Advance, unless and until each Advance under any unfunded loan Obligation on any Borrowing Date subsequent to the initial Advance hereunder shall be subject to the fulfillment of the following conditions precedenthas been satisfied at the time of any subsequent advance or draw, all in form and substance satisfactory to Lender: (aA) Borrower, its Subsidiaries and TWC The Assignment shall have been executed and delivered by Guarantor to Lender appropriate and acknowledged by the company issuing such life insurance policy; (B) Copies shall have been delivered to Lender of all filing receipts or acknowledgments issued by any governmental authority to evidence any and all filings or recordations necessary to perfect the Liens of Lender in the Collateral and evidence in a form acceptable to Lender that such Liens constitute valid and perfected security interests and Liens, having the Lien priority specified in Section 5.2.(B) hereof; (C) No Default or Event of Default shall exist; (D) Each of the conditions precedent set forth in the other Loan Documents with shall have been satisfied; (E) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of this Agreement or the consummation of the transactions contemplated hereby or which, in Lender's sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or any new loan Obligations, and with respect to all Obligations, of the other Loan Documents; (F) Borrower shall have executed and delivered evidence to Lender an appropriate Draw Request signed by that Borrower has qualified and is in good standing as a duly authorized officer of Borrower foreign limited partnership in accordance with Section 2.03 hereof, and Lender shall be satisfied as to those states where the accuracy conduct of Borrower’s computation 's business activities or the ownership of the Borrowing Base and the Maximum Amount.its Properties necessitates qualification in order to avoid a material forfeiture or liability or a material adverse consequence; and (bG) If requested by Lender, Borrower and its Subsidiaries shall have delivered to Lender a Certificate of No Default, an Insurance Report and a Government Contracts Status Report and Certification, each executed by a duly authorized officer of Borrower and its Subsidiaries, to the extent applicable, A Draw Notice in the form required by Lender. (c) The representations and warranties contained in Article 6 hereof and any other document executed and delivered in connection herewith are and shall be true and correct in all material respects as though made on and as of such Borrowing Date (except as not materially affected by transactions hereafter occurring in the ordinary course of business, and except as may be waived by or cured to the satisfaction of Lender), and no event has or will have occurred, and is or will be continuing, or would result from such Advance, which constitutes or would constitute an Event of Default (as defined in Article 10 hereof), or which with notice or lapse of time or both will or would constitute an Event of Default (unless waived by or cured to the satisfaction of Lender). (d) The making of the proposed Advance will not violate or contravene any applicable provision of any law or any regulation, demand, decree, order, writ, or injunction of any Tribunal. (e) Borrower, TWC and the Subsidiaries shall have delivered to Lender such other documents, instruments and certificates as Lender may reasonably require.Exhibit B. ---------