Common use of Further Conditions Clause in Contracts

Further Conditions. (a) On or prior the requested Advance Date for the 2020 Term B Loan Advances, Borrower shall have delivered to Agent evidence in form and substance reasonably satisfactory to Agent that the Milestone A Event shall have occurred. (b) On or prior the requested Advance Date for the 2020 Term C Loan Advances, Borrower shall have delivered to Agent evidence in form and substance reasonably satisfactory to Agent that the Milestone B Event shall have occurred. (c) On or prior the requested Advance Date for the 2020 Term D Loan Advances, (i) Agent shall have received a nonrefundable, fully earned facility charge in the amount of Forty Two Thousand Five Hundred Dollars ($42,500.00) in good and collected funds, (ii) Borrower shall have delivered such financial and other information required by Agent in form and substance reasonably satisfactory to it and (iii) Borrower shall have delivered to Agent evidence in form and substance reasonably satisfactory to Agent that the Milestone C Event shall have occurred. (d) On each Advance Date: (i) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b), duly executed by Borrower’s Chief Executive Officer or Chief Financial Officer, and (ii) any other documents Agent may reasonably request. (ii) The representations and warranties set forth in this Agreement and in Section 5 shall be true and correct in all material respects on and as of such Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (iii) Borrower shall be in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Default or Event of Default shall have occurred and is continuing. (iv) The Advance Request in respect of the applicable Advance shall be deemed to constitute a representation and warranty by Borrower on such Advance Date as to the matters specified in paragraphs (ii) and (iii) of this Section 4.2(b) and as to the matters set forth in such Advance Request. For the avoidance of doubt, it is understood and agreed that the foregoing are conditions to funding only, and failure to meet any of the foregoing requirements will not, in and of itself, result in a Default or Event of Default hereunder.

Further Conditions. (a) On or prior The Recipient will comply with any Additional Provisions. The Recipient acknowledges that the requested Advance Date Province may impose further terms and conditions on the use of the Funding which it considers appropriate for the 2020 Term B Loan Advances, Borrower shall have delivered proper expenditure and management of the Funding and the carrying out and completion of the Project. The Recipient will submit to Agent evidence the Province: progress reports as required by Schedule “B”; a final report upon completion of the Project; and such other reports as the Province may require from time to time. The Recipient will deliver all reports in a form and substance reasonably satisfactory to Agent that the Milestone A Event shall have occurred. Province. Each report referred to in paragraphs 11.1(a) and (b) On will include the following items: a complete and original signed copy of the 2012-13 Cultural Strategic Investment Fund Post Project Report (PPR) form. The PPR form will be sent electronically to the Recipient prior to the project completion date; a copy of invoices and receipts of MTCS-funded expenses highlighted in Schedule “D”; an electronic or prior hard copy of all reports and publications (including news articles), produced as part of the requested Advance Date Project; a sample of all materials indicating how the Province’s support has been acknowledged in accordance with Article 15.0; in the case of the final report, an audited financial statement which accounts for the 2020 Term C Loan Advancesyear in which funds were earned or received, Borrower shall have delivered if audited statements are normally prepared by the Recipient; otherwise, a review engagement report which accounts for Project revenue and expenditures prepared by an accredited accountant external to Agent evidence the Recipient. The audited financial statement may be submitted separately if it is not available when the final report is due but must be submitted within 120 business days of the Recipient’s year end; and any other details that may be requested by the Province. The Recipient: will keep and maintain all financial records, invoices and other financially-related documents relating to the Funding or otherwise to the Project in form a manner consistent with generally accepted accounting principles and substance reasonably satisfactory clerical practices; will maintain such records and keep them available for review or investigation by the Province for a period of seven (7) years from the date of the expiry or termination of this Agreement; and will maintain all non-financial documents and records relating to Agent that the Milestone B Event shall have occurred. Funding or otherwise to the Project, including any records it receives about the people it serves, in a confidential manner consistent with all applicable law. The Province or its authorized representatives may, upon twenty-four (c24) On or prior hours’ notice to the requested Advance Date for Recipient and during normal business hours: enter upon the 2020 Term D Loan AdvancesRecipient’s premises to review the status and manner of operation of the Project; inspect and copy any financial records, (i) Agent shall have received a nonrefundable, fully earned facility charge invoices and other financially-related documents in the amount possession or under the control of Forty Two Thousand Five Hundred Dollars ($42,500.00) the Recipient which relate to the Funding or otherwise to the Project; inspect and copy non-financial records in good and collected funds, (ii) Borrower shall have delivered such financial and other information required by Agent in form and substance reasonably satisfactory the possession or under the control of the Recipient which relate to it and (iii) Borrower shall have delivered the Funding or otherwise to Agent evidence in form and substance reasonably satisfactory to Agent that the Milestone C Event shall have occurred. (d) On each Advance Date: (i) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b), duly executed by Borrower’s Chief Executive Officer or Chief Financial Officer, and (ii) any other documents Agent may reasonably request. (ii) The representations and warranties set forth in this Agreement and in Section 5 shall be true and correct in all material respects on and as of such Advance Date with the same effect as though made on and as of such dateProject, except to the extent that, where such representations and warranties expressly records relate to an earlier date. (iii) Borrower shall be in compliance in all material respects with all a third party served by the terms Project, the Province will obtain the consent of the third person before inspecting or copying such records; and provisions set forth herein and in each other Loan Document on its part to be observed conduct a full or performed, and at partial audit or investigation of the time of and immediately after such Advance no Default or Event of Default shall have occurred and is continuing. (iv) The Advance Request Recipient in respect of the applicable Advance shall be deemed Project. The Recipient will cooperate with the Province in respect of the exercise of the Province’s rights set out in section 11.5, and the Recipient will provide any information in respect of the Funding or the Project that the Province may reasonably request. The purposes for which the Province may exercise its rights under this Article include: determining for what items and purposes the Recipient expended the Funding; determining whether and to constitute a representation what extent the Recipient expended the Funding with due regard to economy and warranty by Borrower on such Advance Date as efficiency; and determining whether the Recipient completed the Project effectively and in accordance with the terms of this Agreement. For greater clarity, the Province’s rights under this Article are in addition to any rights provided to the matters specified in paragraphs (ii) and (iii) of this Auditor General pursuant to Section 4.2(b) and as to the matters set forth in such Advance Request. For the avoidance of doubt, it is understood and agreed that the foregoing are conditions to funding only, and failure to meet any 9.1 of the foregoing requirements will not, in and of itself, result in a Default or Event of Default hereunderAuditor General Act (Ontario).

Further Conditions. (aSubject to the satisfaction of the conditions precedent as set forth in Sections 2(a) On or prior and 2(b), as applicable, the requested Advance Date for Forbearance and the 2020 Term B Loan AdvancesWaiver, Borrower shall have delivered to Agent evidence in form become and substance reasonably satisfactory to Agent that remain effective until the Milestone A Event shall have occurred. (b) On or prior the requested Advance Date for the 2020 Term C Loan AdvancesTermination Date, Borrower shall have delivered to Agent evidence in form and substance reasonably satisfactory to Agent that the Milestone B Event shall have occurred. (c) On or prior the requested Advance Date for the 2020 Term D Loan Advances, (i) Agent shall have received a nonrefundable, fully earned facility charge in the amount of Forty Two Thousand Five Hundred Dollars ($42,500.00) in good and collected funds, (ii) Borrower shall have delivered such financial and other information required by Agent in form and substance reasonably satisfactory to it and (iii) Borrower shall have delivered to Agent evidence in form and substance reasonably satisfactory to Agent that the Milestone C Event shall have occurred. (d) On each Advance Dateprovided that: (i) Agent the Initial Funding Date shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b)occurred on or prior to May 31, duly executed by Borrower’s Chief Executive Officer or Chief Financial Officer2001, and (ii) any other documents Agent may reasonably request.the aggregate principal amount of the funded and committed facilities under the USI Refinancing shall be not less than $900,000,000; (ii) The representations if the Acquisition shall have been consummated on or prior to the Initial Funding Date, by no later than the earlier to occur of the Acquisition and warranties set forth in this Agreement the Initial Funding Date, the Guarantors shall have caused all outstanding obligations under and in Section 5 shall be true and correct in all material respects on and as of such Advance Date connection with the same effect as though made on Credit Agreement to be permanently repaid in full and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.all commitments thereunder terminated; (iii) Borrower if the Acquisition shall be in compliance in all material respects with all not have been consummated on or prior to the terms and provisions set forth herein and in each other Loan Document Initial Funding Date, then, on its part or prior to the Initial Funding Date, (A) the Guarantors shall have caused a payment to be observed or performedmade to the Lenders, in respect of the Guarantors' obligations under the USI Guaranty, in an amount sufficient to reduce the aggregate outstanding principal amount of the Term Loans under the Credit Agreement by not less than $50,000,000, plus the amount of all interest thereon, any funds breakage costs associated therewith, and at all other then due and payable interest and fees under the time Credit Agreement, such amounts to be applied on the Initial Funding Date, first, to any funds breakage costs, interest and fees and, then, to scheduled Term Loan payments in the inverse order of their maturities (the "INITIAL REDUCTION"), and immediately after such Advance no Default or Event (B) U.S. Industries shall establish a committed funding source, in form and substance acceptable to the Administrative Agent, for the following payments: (x) $125,900,000 (subject to reduction), in respect of Default shall have occurred the Final Reduction (defined below), and is continuing.(y) $14,000,000, in respect of management fees that could become payable to Strategic Industries LLC in connection with the Acquisition, and (iv) The Advance Request if the Acquisition is successful at any time after the Initial Funding Date, but, in respect any event, not later than the Termination Date, then, on the closing of the applicable Advance Acquisition, the Guarantors shall cause the remaining outstanding obligations under and in connection with the Credit Agreement to be deemed to constitute a representation permanently repaid in full and warranty by Borrower on such Advance Date as to all commitments thereunder terminated (the matters specified in paragraphs (ii) and (iii) of this Section 4.2(b) and as to the matters set forth in such Advance Request. For the avoidance of doubt, it is understood and agreed that the foregoing are conditions to funding only, and failure to meet any of the foregoing requirements will not, in and of itself, result in a Default or Event of Default hereunder"FINAL REDUCTION").

Further Conditions. The Company hereby agrees that the waivers and the forbearance contained in Section 5 are subject to compliance with each of the following conditions: (a) On or prior The Company shall provide the requested Advance Date for Holder with monthly business reviews, including financial statements and revised forecasts, within forty-five (45) days after the 2020 Term B Loan Advances, Borrower shall have end of each calendar month (and in any event when such documents are delivered to Agent evidence in form GECC pursuant to the blew GECC Agreement), covering (i) financial performance and substance reasonably satisfactory (ii) cash flow projections of the Company's future business as revised from time to Agent that the Milestone A Event shall have occurredtime. (b) On or prior In addition to the requested Advance Date for information required to be provided pursuant to paragraph (b) above, the 2020 Term C Loan AdvancesCompany shall provide the Holder, Borrower shall have not later than forty-five (45) days following the end of each calendar month (and in any event when such documents are delivered to Agent evidence GECC pursuant to the New GECC Agreement), with the portfolio and operating information required by Section 5.1(C) and Exhibit 5.1(C) of the New GECC Agreement as such Section and such Exhibit may be amended from time to time. All such reports shall be in form a format and substance reasonably satisfactory on a medium readable by the Holder's computer software, or such other format or medium acceptable to Agent that the Milestone B Event shall have occurredHolder. (c) On or prior to November 30, 1998, the requested Advance Date for the 2020 Term D Loan Advances, (i) Agent Company shall have received a nonrefundablefirm commitment from GECC to extend the New GECC Agreement on terms acceptable to the Holder until at least December 31, fully earned facility charge in the amount of Forty Two Thousand Five Hundred Dollars ($42,500.00) in good and collected funds, (ii) Borrower 2000 or shall have delivered a firm commitment with a lender acceptable to the Holder to replace the financing provided by the New GECC Agreement. The failure of the Company to have in effect the financing provided by GECC or substantially similar financing for not less than $110,000,000, shall constitute an Event of Default under the Amended Note Agreement. If GECC terminates the New GECC Agreement for any reason, the Company shall notify the Holder immediately of such financial and other information required by Agent in form and substance reasonably satisfactory to it and (iii) Borrower shall have delivered to Agent evidence in form and substance reasonably satisfactory to Agent that the Milestone C Event shall have occurredoccurrence. (d) On each Advance Date: (i) Agent If the Company shall have received (i) amend or agree to amend the terms and conditions of the New GECC Agreement, or enter into a new agreement with GECC which has the effect of amending the New GECC Agreement, the Company shall promptly notify the Holder and, at the request of such Holder, enter into an Advance Request for amendment of this Agreement or a new agreement which has the relevant Advance effect of amending this Agreement, reflecting the changes to the New GECC Agreement. This Amendment and Waiver shall constitute the amendment contemplated by the final paragraph of Section 6 of the Forbearance Agreement as required by Section 2.1(b), duly executed by Borrower’s Chief Executive Officer or Chief Financial Officer, amended and (ii) any other documents Agent may reasonably request. (ii) The representations and warranties upon compliance with the conditions set forth in Section 3 of this Amendment and Waiver, the Forbearance Agreement and in Section 5 shall be true of no further force and correct in all material respects on and as of such Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier dateeffect. (iii) Borrower shall be in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Default or Event of Default shall have occurred and is continuing. (iv) The Advance Request in respect of the applicable Advance shall be deemed to constitute a representation and warranty by Borrower on such Advance Date as to the matters specified in paragraphs (ii) and (iii) of this Section 4.2(b) and as to the matters set forth in such Advance Request. For the avoidance of doubt, it is understood and agreed that the foregoing are conditions to funding only, and failure to meet any of the foregoing requirements will not, in and of itself, result in a Default or Event of Default hereunder.

Further Conditions. The Company hereby agrees that the waivers and the forbearance contained in Section 5 are subject to compliance with each of the following conditions: (a) On or prior The Company shall provide the requested Advance Date for Holder with monthly business reviews, including financial statements and revised forecasts, within forty-five (45) days after the 2020 Term B Loan Advances, Borrower shall have end of each calendar month (and in any event when such documents are delivered to Agent evidence in form GECC pursuant to the New GECC Agreement), covering (i) financial performance and substance reasonably satisfactory (ii) cash flow projections of the Company's future business as revised from time to Agent that the Milestone A Event shall have occurredtime. (b) On or prior In addition to the requested Advance Date for information required to be provided pursuant to paragraph (b) above, the 2020 Term C Loan AdvancesCompany shall provide the Holder, Borrower shall have not later than forty-five (45) days following the end of each calendar month (and in any event when such documents are delivered to Agent evidence GECC pursuant to the New GECC Agreement), with the portfolio and operating information required by Section 5.1(C) and Exhibit 5.1(C) of the New GECC Agreement as such Section and such Exhibit may be amended front tinge to time. All such reports shall be in form a format and substance reasonably satisfactory on a medium readable by the Holder's computer software, or such other format or medium acceptable to Agent that the Milestone B Event shall have occurredHolder. (c) On or prior to November 30, 1998, the requested Advance Date for the 2020 Term D Loan Advances, (i) Agent Company shall have received a nonrefundablefirm commitment from GECC to extend the New GECC Agreement on terms acceptable to the Holder until at least December 31, fully earned facility charge in the amount of Forty Two Thousand Five Hundred Dollars ($42,500.00) in good and collected funds, (ii) Borrower 2000 or shall have delivered a firm commitment with a lender acceptable to the Holder to replace the financing provided by the New GECC Agreement. The failure of the Company to have in effect the financing provided by GECC or substantially similar financing for not less than $110,000,000, shall constitute an Event of Default under the Amended Note Agreement. If GECC terminates the New GECC Agreement for any reason, the Company shall notify the Holder immediately of such financial and other information required by Agent in form and substance reasonably satisfactory to it and (iii) Borrower shall have delivered to Agent evidence in form and substance reasonably satisfactory to Agent that the Milestone C Event shall have occurredoccurrence. (d) On each Advance Date: (i) Agent If the Company shall have received (i) amend or agree to amend the terms and conditions of the New GECC Agreement, or enter into a new agreement with GECC which has the effect of amending the New GECC Agreement, the Company shall promptly notify the Holder and, at the request of' such Holder, enter into an Advance Request for amendment of this Agreement or a new agreement which has the relevant Advance effect of amending this Agreement, reflecting the changes to the New GECC Agreement. This Amendment and Waiver shall constitute the amendment contemplated by the final paragraph of Section 6 of the Forbearance Agreement as required by Section 2.1(b), duly executed by Borrower’s Chief Executive Officer or Chief Financial Officer, amended and (ii) any other documents Agent may reasonably request. (ii) The representations and warranties upon compliance with the conditions set forth in Section 3 of this Amendment and Waiver, the Forbearance Agreement and in Section 5 shall be true of no further force and correct in all material respects on and as of such Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier dateeffect. (iii) Borrower shall be in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Default or Event of Default shall have occurred and is continuing. (iv) The Advance Request in respect of the applicable Advance shall be deemed to constitute a representation and warranty by Borrower on such Advance Date as to the matters specified in paragraphs (ii) and (iii) of this Section 4.2(b) and as to the matters set forth in such Advance Request. For the avoidance of doubt, it is understood and agreed that the foregoing are conditions to funding only, and failure to meet any of the foregoing requirements will not, in and of itself, result in a Default or Event of Default hereunder.

Further Conditions. (a) On or prior the requested Advance Date for the 2020 Term B Loan Advances, Borrower shall have delivered to Agent evidence in form and substance reasonably satisfactory to Agent that the Milestone A Event shall have occurred. (b) On or prior the requested Advance Date for the 2020 Term C Loan Advances, Borrower shall have delivered to Agent evidence in form and substance reasonably satisfactory to Agent that the Milestone B Event shall have occurred. (c) On or prior the requested Advance Date for the 2020 Term D Loan Advances, (i) Agent shall have received a nonrefundable, fully earned facility charge in the amount of Forty Two Thousand Five Hundred Dollars ($42,500.00) in good and collected funds, (ii) Lender shall have received all necessary internal and credit approvals for the 2020 Term D Loan Advances, (iii) Borrower shall have delivered such financial and other information required by Agent in form and substance reasonably satisfactory to it and (iiiiv) Borrower Agent shall have delivered to Agent evidence Borrower confirmation in form and substance reasonably satisfactory writing that each Lender has agreed to Agent provide its 2020 Term D Loan Advance; provided that for the Milestone C Event avoidance of doubt, each Lender’s determination of whether to provide any such 2020 Term D Loan Advance shall have occurredbe in its sole discretion. (d) On each Advance Date: (i) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b), duly executed by Borrower’s Chief Executive Officer or Chief Financial Officer, and (ii) any other documents Agent may reasonably request. (ii) The representations and warranties set forth in this Agreement and in Section 5 shall be true and correct in all material respects on and as of such Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (iii) Borrower shall be in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Default or Event of Default shall have occurred and is continuing. (iv) The Advance Request in respect of the applicable Advance shall be deemed to constitute a representation and warranty by Borrower on such Advance Date as to the matters specified in paragraphs (ii) and (iii) of this Section 4.2(b) and as to the matters set forth in such Advance Request. For the avoidance of doubt, it is understood and agreed that the foregoing are conditions to funding only, and failure to meet any of the foregoing requirements will not, in and of itself, result in a Default or Event of Default hereunder.