Procedures for Funding. (a) The Construction Agent shall designate the date for Advances hereunder in accordance with the terms and provisions hereof; except that it is understood and agreed that no more than two (2) Advances (excluding any conversion and/or continuation of any Loan or Holder Advance) may be requested during any calendar month and no such designation from the Construction Agent is required for funding of Transaction Expenses, fees, expenses and other disbursements payable by the Lessor pursuant to or in connection with Sections 7.1(a), 7.1(b), 7.2 and 11.8. Not less than (i) three (3) Business Days prior to the date that the first Advance is requested hereunder and (ii) three (3) Business Days prior to the date on which any subsequent Acquisition Advance or Construction Advance is to be made, the Construction Agent shall deliver to the Agent a Requisition as described in Section 4.2 hereof.
(b) Each Requisition shall: (i) be irrevocable, (ii) request funds in an amount that is not in excess of the total aggregate of the Available Commitments plus the Available Holder Commitments at such time, (iii) request that the Holders make Holder Advances and that the Lenders make Loans to the Lessor for the payment of Transaction Expenses, Property Acquisition Costs (in the case of an Acquisition Advance) or other Property Costs (in the case of a Construction Advance) that have previously been incurred or are to be incurred on the date of such Advance to the extent such were not subject to a prior Requisition, in each case as specified in the Requisition and (iv) shall constitute a restatement of the representations made by Lessee in the certificate provided pursuant to Section 5.3(z) as of the date of such Requisition.
(c) Subject to the satisfaction of the conditions precedent set forth in Sections 5.3 or 5.4, as applicable, on each Property Closing Date or the date on which the Construction Advance is to be made, as applicable, (i) the Lenders shall make Loans based on their respective Lender Commitments to the Lessor in an aggregate amount equal to ninety-six and seven tenths percent (96.7%) of the Requested Funds specified in any Requisition plus any additional amount of Transaction Expenses as referenced in Sections 7.1(a), 7.1(b) and 7.2 and any additional amount respecting any indemnity payment as referenced in Section 11.8, unless any such funding of Transaction Expenses or any indemnity payment is declined in writing by each Lender and each Holder (such decision t...
Procedures for Funding. 3 5.3. Conditions to the Holders' and the Lenders' Obligations to advance funds on the Initial Closing Date or funds for the Acquisition of Property..........................................................................5 5.4. Conditions to the Holders' and the Lenders' Obligations to Make Construction Fundings for the Commencement of Construction of any Improvements......................................................................9 5.5. Conditions to the Holders' and the Lenders' Obligations to Make Construction Fundings for the Ongoing Construction on any Property Prior to the Construction Period Termination Date................................10 5.6. Reporting and Delivery Requirements on Completion Date...........................12 5.7. Construction Agent Delivery of Allocation Notice and Construction Budget Modifications..........................................................
Procedures for Funding. Unless the Closing Date shall have been postponed pursuant to Section 2.2(c), subject to the terms and conditions of this Participation Agreement, the Owner Participant shall make the Owner Participant's Commitment available not later than 10:00 a.m., New York City time, on the Scheduled Closing Date, by transferring or delivering such amount, in funds immediately available on such Scheduled Closing Date, to the Owner Lessor in New York, New York. Postponement of the Closing. The Scheduled Closing Date may be postponed from time to time for any reason if the Facility Lessee gives the Owner Participant, the Owner Lessor, the Indenture Trustee and the Pass Through Trustees a facsimile or telephonic (confirmed in writing) notice of such postponement and notice of the date to which the Closing has been postponed, such notice of postponement to be received by each party no later than noon, New York City time, on the Scheduled Closing Date. If, prior to receipt of a postponement notice under this Section 2.2(c), the Owner Participant shall have provided funds in accordance with Section 2.2(b), such funds shall be returned to the Owner Participant, as soon as reasonably practicable but in no event later than the Business Day following the date of such notice, unless the Owner Participant shall have otherwise directed. All funds made available pursuant to Section 2.2(b) will be held by the Owner Lessor in trust for the Owner Participant and shall not be part of the Indenture Estate or the Lessor Estate, shall be invested by the Owner Lessor in accordance with clause (d) below and such funds shall remain the sole property of the Owner Participant unless and until released by the Owner Participant and made available to the Owner Lessor and applied to pay the Purchase Price or Transaction Costs or returned to the Owner Participant, as provided in this Agreement. Investment of Funds. If, on the Scheduled Closing Date, the Owner Participant has made the Owner Participant's Commitment available to the Owner Lessor in accordance with Section 2.2(b), the Closing does not occur on such date and the Owner Lessor is unable to return such funds to the Owner Participant on such date, the Owner Lessor shall, subject to Section 2.2(c) above, use reasonable efforts to invest such funds from time to time at the written direction of Calpine, and at Calpine's sole expense and risk, in Permitted Investments until such funds can be returned to the Owner Participant. If, on the Schedul...
Procedures for Funding. Unless the Closing Date shall have been postponed pursuant to Section 2.3(a), subject to the terms and conditions of this Participation Agreement, the Owner Participant shall make the Owner Participant's Commitment available not later than 10:00 a.m., New York City time, on the Scheduled Closing Date, by transferring or delivering such amount, in funds immediately available on such Closing Date to the Trust Company.
Procedures for Funding. Conditions Precedent for the Lessor, the Agent, the Lenders and the Holders Relating to the Initial Closing Date and the Advance of Funds for the Acquisition of a Property.
Procedures for Funding. (a) In accordance with the provisions of the Credit Agreement and the Trust Agreement, in order to request Advances, the Construction Agent shall deliver to the Investors and the Administrative Agent a requisition (each a "Requisition"), appropriately completed, in the form of Exhibit C hereto.
(b) Each Requisition shall: (i) be irrevocable; (ii) request funds in an amount of at least $1,000,000 (or such lesser amount as shall be equal to the total aggregate of the Available Commitments at such time) for the payment of Property Acquisition Costs or other Project Costs, including any of the foregoing which have previously been incurred and were not the subject of and funded pursuant to a prior Requisition, in each case as specified in the Requisition; and (iii) comply with the terms and conditions of Section 2.3 of the Credit Agreement and Section 3 of the Trust Agreement.
(c) So long as no Default or Event of Default has occurred and is continuing and subject to the Lessor and the Administrative Agent having each received the materials required by Section 6.1, 6.2 and/or 6.3, as applicable, on each Funding Date (i) the Lenders shall make Loans to the Lessor in an aggregate amount equal to (x) in the case of the Initial Closing Date, the amount PARTICIPATION AGREEMENT of funds specified in the Requisition therefor minus the Investor Contributions contributed pursuant to Section 3.1, and (y) thereafter in an amount equal to the amount specified in a Requisition, up to an aggregate principal amount equal to the Available Commitments; (ii) in the case of the Initial Closing Date, the Investors shall make Investor Contributions pursuant to Section 3.1; and (iii) the total amount of such Loans and Investor Contributions, if any, made on such date shall be paid to the Construction Agent to pay the Project Costs specified in such Requisition.
Procedures for Funding. Unless the Closing Date has been postponed pursuant to SECTION 2.2(c), subject to the terms and conditions of this Agreement, the Owner Participant shall make the Owner Participant's Commitment available at the time of Closing on the Scheduled Closing Date by transferring or delivering such amount, in funds immediately available on the Scheduled Closing Date to the Owner Lessor, PROVIDED, HOWEVER, that the Owner Participant may elect at its sole discretion to make available all or any portion of the Owner Participant's Commitment by transferring or delivering any such amount, in funds immediately available at the time of the closing on the Closing Date, directly to an account maintained by Xxxxx City specified by Xxxxx City for such purpose.
Procedures for Funding. 5 5.3. Conditions Precedent for the Lessor, the Agent, the Lenders and the Holders Relating to the Initial Closing Date and the Advance of Funds for the Acquisition of a Property..........................................7 5.4. Conditions Precedent for the Lessor, the Agent, the Lenders and the Holders Relating to the Advance of Funds after the Acquisition Advance....
Procedures for Funding. 3 5.3. Conditions Precedent for the Agent, the Credit Note Purchasers, the Mortgage Lenders and the Lessor Relating to the Closing Date.......................................5 5.4. [Reserved].........................................................9 5.5. [Reserved].........................................................9 5.6. [Reserved].........................................................9 5.7. Restrictions on Liens..............................................9 5.8. [Reserved].........................................................9 5.9. [Reserved].........................................................9 5.10. Payments...........................................................9 5.11.
Procedures for Funding. Unless the Closing Date shall have been postponed pursuant to Section 2.3(a), subject to the terms and conditions of this Participation Agreement, the Equity Investor shall make the Equity Investor's Commitment available not later than 10:00 a.m., New York City time, on the Closing Date, by transferring or delivering such amount, in funds immediately available on such Closing Date, to the Trust Company.
