Common use of Conditions to the Loan Clause in Contracts

Conditions to the Loan. ‌ As a condition to the establishment of the Credit Facility and the Lenders entering into this Agreement, each of the following conditions shall be fulfilled, satisfied and performed in a manner completely satisfactory to the Lenders and their counsel in all respects: (a) all of the Security Documents, each in form and substance satisfactory to and approved by the Lenders, shall have been executed by such Persons as are duly authorized to execute such documents and the Lenders shall be satisfied that such Persons have been so duly authorized and such documents shall have been delivered to the Lenders and filed and registered as the Lenders' lawyers may consider necessary or advisable; (b) each of the covenants and agreements set out in this Agreement shall have been performed, fulfilled and satisfied, no Event of Default shall have occurred and continue to subsist and no event or circumstance shall have occurred and no condition shall exist which will result, either immediately, or with the lapse of time or giving of notice or both, in the occurrence or existence of an Event of Default; (c) each of the warranties and representations made by the Borrower in this Agreement, in any of the Security Documents and in any other document, material, information or report supplied or delivered in connection with the Loan to the Lenders, the Lenders' lawyers or representatives of the Lenders shall be true and correct; (d) no Material Adverse Effect shall have occurred; and (e) an aggregate of 5,000,000 share purchase warrants (the “Warrants”) shall be issued to the Lenders by the Borrower on a Private Placement basis as the Lenders' fee for the Loan, upon receiving notice from the Lenders, jointly, specifying the registration and delivery instructions of the Warrants and where half of the Warrants will be issued to Xxxxxx and half of the Warrants will be issued to Sky. Each Warrant shall be exercisable to acquire one Common Share at an exercise price equal to SEVENTEEN ($0.17) CENTS per Common Share. The Warrants shall be granted in the form of a warrant certificate, the form and substance of which shall be acceptable to the applicable Lender, acting reasonably. The Warrants shall be exercisable for a period of two years from the date of issuance subject to the warrant agreement. The terms of the Warrants, including number and exercise price thereof, may be changed at any time without the consent of the applicable Lender if necessary to comply with the rules and policies of the Canadian Securities Exchange at the time of, or at any time following, listing of the Borrower's securities. Each of the conditions set forth in this Section 2.4 is for the exclusive benefit of the Lenders and unless waived unanimously in writing by the Lenders shall be fulfilled, satisfied and performed by the Borrower.

Conditions to the Loan. ‌ As a condition At the time of the making of each advance under the Loan by the Lender to the establishment of the Credit Facility and the Lenders entering into Borrower under this AgreementAgreement (each an “Advance”), each of the following conditions shall be fulfilled, satisfied and performed in a manner completely satisfactory have been fulfilled to the Lenders and their counsel in all respectsLender’s satisfaction: (a) This Agreement and the Note shall have been duly executed and delivered by all of the Security Documents, each required parties thereto and in form and substance satisfactory to the Lender, and approved the Lender shall have received (1) a certified copy of the resolution adopted by the LendersBorrower’s governing body, shall have been executed by such Persons as are duly authorized to execute such documents substantially in the form of Exhibit F attached hereto, and the Lenders shall be satisfied that such Persons have been so duly authorized and such documents shall have been delivered (2) a signed opinion of counsel to the Lenders and filed and registered as Borrower, substantially in the Lenders' lawyers may consider necessary or advisable;form of Exhibit E attached hereto. (b) each of the covenants and agreements set out in this Agreement There shall have been performed, fulfilled and satisfied, then exist no Event of Default shall have occurred and continue to subsist and no under this Agreement (or other event or circumstance shall have occurred and no condition shall exist which will resultthat, either immediately, or with the lapse of time or giving of notice or passage of time, or both, in the occurrence or existence of would constitute such an Event of Default;). (c) each of the All representations and warranties and representations made by the Borrower in this Agreement, in any of Agreement and the Security Documents and in any other document, material, information or report supplied or delivered in connection with Note (collectively the Loan to the Lenders, the Lenders' lawyers or representatives of the Lenders “Credit Documents”) shall be true and correct;correct in all material respects with the same effect as if such representations and warranties had been made on and as of the date of such advance. (d) no Material Adverse Effect Since the date of the most recent annual financial statements of the Borrower delivered to the Lender, there shall have occurredbeen no material adverse change in the financial condition, assets, management, control, operations, or prospects of the Borrower. (e) The Advance to be made and the use of the proceeds thereof shall not violate any applicable law, regulation, injunction, or order of any government or court. (f) The Borrower shall submit requests for Advances not more frequently than monthly and at least 21 days before the requested disbursement date. (g) The Advance to be made and the use of the proceeds thereof shall be limited to payment of costs of the Project set forth in the Project budget included as part of Exhibit A and contemplated by the Plans and Specifications approved by the EPD. (h) There shall be filed with the Lender: (1) A requisition for such Advance, stating the amount to be disbursed. (2) A certificate executed by the Authorized Borrower Representative attached to the requisition and certifying: (A) that an obligation in the stated amount has been incurred by the Borrower and that the same is a cost of the Project and is presently due and payable or has been paid by the Borrower and is reimbursable hereunder and stating that the xxxx or statement of account for such obligation, or a copy thereof, is attached to the certificate; (B) that the Borrower has no notice of any vendor’s, mechanic’s, or other liens or rights to liens, chattel mortgages, or conditional sales contracts that should be satisfied or discharged before such payment is made; and (eC) an aggregate that each item on such requisition has not been paid or reimbursed, as the case may be, and such requisition contains no item representing payment on account of 5,000,000 share purchase warrants (the “Warrants”) shall be issued to the Lenders by any retained percentages that the Borrower on a Private Placement basis as the Lenders' fee for the Loanis, upon receiving notice from the Lenders, jointly, specifying the registration and delivery instructions of the Warrants and where half of the Warrants will be issued to Xxxxxx and half of the Warrants will be issued to Sky. Each Warrant shall be exercisable to acquire one Common Share at an exercise price equal to SEVENTEEN ($0.17) CENTS per Common Share. The Warrants shall be granted in the form of a warrant certificate, the form and substance of which shall be acceptable to the applicable Lender, acting reasonably. The Warrants shall be exercisable for a period of two years from the date of issuance subject any such certificate, entitled to the warrant agreement. The terms retain or payment for labor performed by employees of the Warrants, including number and exercise price thereof, may Borrower. (i) The completed construction on the Project shall be changed at any time without the consent of the applicable Lender if necessary to comply with the rules and policies of the Canadian Securities Exchange reviewed (at the time of, or at any time following, listing of the Borrower's securities. Each of the conditions set forth in this Section 2.4 each requisition is for the exclusive benefit of the Lenders and unless waived unanimously in writing submitted) by the Lenders Engineer, and the Engineer shall be fulfilledcertify to the Lender as to (A) the cost of completed construction, satisfied (B) the percentage of completion, and performed by (C) compliance with the BorrowerPlans and Specifications.

Conditions to the Loan. ‌ As a condition The obligation of the Lender to make the Loan on the Funding Date is subject to the establishment of the Credit Facility and the Lenders entering into this Agreement, each satisfaction of the following conditions shall be fulfilledconditions, satisfied and performed in a manner completely satisfactory whether prior to or contemporaneously with the Lenders and their counsel in all respectsmaking of the Loan: (a) all The representations and warranties of the Security DocumentsBorrower contained in Article V or any other Loan Document, each or that are contained in form any document furnished under or in connection herewith or therewith, are true and substance satisfactory correct on and as of the Funding Date, before and after giving effect to the borrowing, except to the extent that such representations and approved by the Lenderswarranties specifically refer to an earlier date, shall have been executed by such Persons as are duly authorized to execute such documents and the Lenders in which case they shall be satisfied that true and correct as of such Persons have been so duly authorized and such documents shall have been delivered to the Lenders and filed and registered as the Lenders' lawyers may consider necessary or advisable;earlier date. (b) each No Default shall exist or result from the Loan or from the application of the covenants and agreements set out in this Agreement shall have proceeds thereof. (c) There has been performed, fulfilled and satisfied, no Event of Default shall have occurred and continue to subsist and no event or circumstance shall have occurred and no condition shall exist which will resultsince the date hereof that has had or could be reasonably expected to have, either immediately, individually or with the lapse of time or giving of notice or both, in the occurrence or existence of an Event of Default; (c) each of the warranties and representations made by the Borrower in this Agreementaggregate, in any of the Security Documents and in any other document, material, information or report supplied or delivered in connection with the Loan to the Lenders, the Lenders' lawyers or representatives of the Lenders shall be true and correct;a Material Adverse Effect. (d) no Material Adverse Effect shall have occurred; and (e) an aggregate of 5,000,000 share purchase warrants (the “Warrants”) shall be issued to the Lenders by the Borrower on a Private Placement basis as the Lenders' fee for the Loan, upon receiving notice from the Lenders, jointly, specifying the registration and delivery instructions of the Warrants and where half of the Warrants will be issued to Xxxxxx and half of the Warrants will be issued to Sky. Each Warrant shall be exercisable to acquire one Common Share at an exercise price equal to SEVENTEEN ($0.17) CENTS per Common Share. The Warrants shall be granted in the form of a warrant certificate, the form and substance of which shall be acceptable to the applicable Lender, acting reasonably. The Warrants shall be exercisable for a period of two years from the date of issuance subject to the warrant agreement. The terms of the Warrants, including number and exercise price thereof, may be changed at any time without the consent of the applicable Lender if necessary to comply with the rules and policies of the Canadian Securities Exchange at the time of, or at any time following, listing of the Borrower's securities. Each All of the conditions set forth in Section 4.01 have been met. (e) All of the conditions set forth in Section 4.02 of the Other Loan Agreement shall have been met. (f) (A) The quarterly distribution to be paid on the Initial Units on August 12, 2011 shall have been deposited in the Reserve Account, and (B) the Initial Units and the Pledged Warrants shall each have been delivered to the Lender or its agent as Collateral, in each case pursuant to Section 3 of the Security Agreement. (g) The Borrower shall have delivered to the Lender a duly completed election to purchase Units in the form set forth on the reverse of the certificate evidencing the Pledged Warrants, signed by a duly authorized representative of the Borrower, which shall specify that (a) the certificate representing any Pledged Warrants that are not exercised and (b) the certificate representing any Underlying Units issued upon exercise shall each be delivered to Nomura Securities International, Inc. at 0 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxx X, Xxx Xxxx, XX 00000. (h) No Collateral Shortfall shall exist or result from the making of the Loan. (i) The Lender shall have received a certificate signed by a Responsible Officer of the Borrower (A) certifying that the conditions set forth in Section 4.01 and this Section 2.4 is for 4.02 have been met, (B) certifying that the exclusive benefit Financial Statements delivered on the Closing Date are true, correct and complete and that the Borrower has no other assets other than those evidenced by such account statements, (C) containing a list of all Indebtedness, other liabilities and/or commitments of the Lenders Borrower, a description of the material terms of each item on such list (including the amount of any liability thereunder, whether contingent, direct or otherwise, the due date for each such liability, the total unfunded commitment, if any, and unless waived unanimously the rate of interest, if any, applicable thereto) and a certification that such list is true, correct and complete and that the Borrower has no other Indebtedness, tax or other liabilities or commitments other than those set forth on such list and (D) either (x) attaching copies of all consents, licenses and approvals required in writing connection with the execution, delivery and performance by the Lenders Borrower and the validity of the Loan Documents, and such consents, licenses and approvals shall be fulfilledin full force and effect, satisfied or (y) stating that no such consents, licenses or approvals are so required. (j) Subject to Section 10.04(a), the Borrower shall have paid all fees, charges and performed disbursements of counsel to the Lender to the extent invoiced prior to or on the Funding Date, plus such additional amounts of such fees, charges and disbursements as shall constitute a reasonable estimate of such fees, charges and disbursements incurred or to be incurred by the BorrowerLender through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Lender). (k) The Collateral Requirement shall have been satisfied.

Conditions to the Loan. ‌ As a condition At the time of the making of each advance under the Loan by the Lender to the establishment of the Credit Facility and the Lenders entering into Borrower under this Agreement, each of the following conditions shall be fulfilled, satisfied and performed in a manner completely satisfactory have been fulfilled to the Lenders Grant Provider's and their counsel in all respectsLender's satisfaction: (a) This Agreement and the Collateral Documents (if any) shall have been duly executed and delivered by all of the Security Documents, each required parties thereto and in form and substance satisfactory to and approved by the Lenders, shall have been executed by such Persons as are duly authorized to execute such documents and the Lenders shall be satisfied that such Persons have been so duly authorized and such documents shall have been delivered to the Lenders and filed and registered as the Lenders' lawyers may consider necessary or advisable;Lender. (b) each of the covenants and agreements set out in this Agreement There shall have been performed, fulfilled and satisfied, then exist no Event of Default shall have occurred and continue to subsist and no under this Agreement (or other event or circumstance shall have occurred and no condition shall exist which will resultwhich, either immediately, or with the lapse of time or giving of notice or passage of time, or both, in the occurrence or existence of would constitute such an Event of Default;). (c) each of the All representations and warranties and representations made by the Borrower in this Agreement, in Agreement or any of the Security Collateral Documents and in any other document, material, information or report supplied or delivered in connection with (collectively the Loan to the Lenders, the Lenders' lawyers or representatives of the Lenders "CREDIT DOCUMENTS") shall be true and correct;correct in all material respects with the same effect as if such representations and warranties had been made on and as of the date of such advance. (d) The advance to be made and the use of the proceeds thereof shall not violate any applicable law, regulation, injunction, or order of any government or court. (e) There shall be filed with the Lender and the Grant Provider: (1) A requisition for such advance, in form and substance satisfactory to the Grant Provider, stating each amount to be paid and the name of the person to whom payment is due. (2) A certificate executed by the Borrower attached to the requisition and certifying: (A) that an obligation in the stated amount has been incurred by the Borrower and that the same is a cost of the Project and is presently due and payable or has been paid by the Borrower and is reimbursable hereunder and stating that the xxxx or statement of account for such obligation, or a copy thereof, is on file in the office of the Borrower; (B) that the Borrower has no Material Adverse Effect shall have occurrednotice of any vendor's, mechanic's, or other liens or rights to liens, chattel mortgages, or conditional sales contracts that should be satisfied or discharged before such payment is made; and (eC) an aggregate that each item on such requisition has not been the subject of 5,000,000 share purchase warrants (the “Warrants”) shall be issued to the Lenders by a previous requisition, and such requisition contains no item representing payment on account of any retained percentages that the Borrower on a Private Placement basis as is, at the Lenders' fee date of any such certificate, entitled to retain. (3) If the requisition for payment is for amounts due under the construction contract for the LoanFacility, upon receiving notice from the Lenders, jointly, specifying the registration and delivery instructions of the Warrants and where half of the Warrants will be issued to Xxxxxx and half of the Warrants will be issued to Sky. Each Warrant shall be exercisable to acquire one Common Share at an exercise price equal to SEVENTEEN ($0.17) CENTS per Common Share. The Warrants shall be granted application for payment in the form of a warrant certificateAmerican Institute of Architects Document G702, Application and Certificate for Payment, and American Institute of Architects Form G702A, Continuation Sheets, showing by trade the cost of work on the Project and the cost of materials incorporated into the Project or stored at the Facility, all to the date stated in the Application and Certificate for Payment. The Application and Certificate for Payment must be signed by an officer of the Borrower, the form appropriate contractor under the construction contract, and substance the Architect. The cost breakdown included in the Application and Certificate for Payment shall show the percentage of which completion of each line item on the Borrower's detailed estimate of Project costs as submitted to the Grant Provider, and the accuracy of the cost breakdown shall be acceptable to certified by the applicable Lender, acting reasonablyBorrower and the appropriate contractor under the construction contract. The Warrants completed construction on the Project shall be exercisable for a period of two years from the date of issuance subject to the warrant agreement. The terms of the Warrants, including number and exercise price thereof, may be changed at any time without the consent of the applicable Lender if necessary to comply with the rules and policies of the Canadian Securities Exchange reviewed (at the time ofeach Application and Certificate for Payment is submitted) by the Architect, or at any time followingand the Architect shall certify to the Lender and the Grant Provider as to (A) the cost of completed construction, listing (B) the percentage of completion, and (C) compliance with the Plans and Specifications. (f) All applicable special conditions attached to the Grant Agreement shall be met to the reasonable satisfaction of the Borrower's securities. Each Grant Provider prior to the first advance of the conditions set forth in this Section 2.4 is for the exclusive benefit of the Lenders and unless waived unanimously in writing by the Lenders shall be fulfilled, satisfied and performed by the BorrowerLoan.