Common use of Subsequent Disbursements Clause in Contracts

Subsequent Disbursements. Subject to the satisfaction of the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b) and in reliance on the representations and warranties in the Loan Documents, to the extent the Borrower provides a written notice to the Agent and each Lender in form and substance reasonably satisfactory to Agent and each such Lender from an Authorized Officer of the Borrower (and with such written notice certifying that all such aforementioned conditions in this Section 2.2(b) are satisfied and with such written notice being in form and substance reasonably satisfactory to Agent and each such Lender) requesting each Lender holding a Subsequent Disbursement Commitment to fund its Pro Rata Subsequent Disbursement Share of the Subsequent Disbursement at least fifteen (15) Business Days in advance of the proposed date of the funding of such Subsequent Disbursement amount by such Lender (or such shorter period agreed to by all such Lenders in their sole discretion) with the proposed date of funding being required to be a Business Day, from the Business Day after the Agreement Date until (but not including) January 5, 2020 (or such earlier date set forth in the proviso of the first sentence of Section 2.3(a) or caused by the Facility Termination Date occurring or any earlier date of termination based on remedies available upon (or at the time of) the occurrence of an Event of Default) (such end date of the Subsequent Disbursement Commitment, the “Remaining Subsequent Disbursement Commitment Termination Date”), each Lender holding a Subsequent Disbursement Commitment severally but not jointly agrees to lend to the Borrower on the proposed date of funding, up to the principal amount set forth opposite such Lender’s name in Annex A under the heading “Subsequent Disbursement Commitment;” provided that each request for any such Disbursement or Loan shall be in an amount not less than $10,000,000. Following receipt of such written notice from Borrower pursuant to the above terms in this Section 2.2(b), each Lender holding a Subsequent Disbursement Commitment shall make its Pro Rata Subsequent Disbursement Share of such Subsequent Disbursement requested by the Borrower pursuant to such written notice available to the Borrower on the proposed date of funding of such Subsequent Disbursement covered by such written notice to the extent such Lender has received prior reasonably satisfactory evidence that the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b) have been satisfied for such Subsequent Disbursement; provided that, unless otherwise agreed by the Agent, such Lender shall provide the Agent on the funding date with the federal reference number(s) with respect to the wire payment(s) of such Subsequent Disbursement made by such Lender. Amounts borrowed under this Section 2.2(b) are referred to as a “Subsequent Disbursement.” Upon the funding of any Subsequent Disbursement by any Lender, the Subsequent Disbursement Commitment amount of such Lender shall be automatically and simultaneously reduced by the amount of such Subsequent Disbursement funded by such Lender and the amount in Annex A shall be automatically reduced by such amount, and the Agent shall provide notation thereof in the Register of the reduction in the Subsequent Disbursement Commitment amount of such Lender and the holding of the Subsequent Disbursement by such Lender. Any remaining Subsequent Disbursement Commitments that are still available as of the Remaining Subsequent Disbursement Commitment Termination Date shall immediately and automatically terminate without any action or notice by any Person.

Subsequent Disbursements. Subject to the satisfaction of the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b) 2.2 and in reliance on the representations and warranties in the Loan Documents, to the extent the Borrower provides a written notice to the Agent and requesting such amounts is received by each Lender in form and substance reasonably satisfactory to Agent and each such Lender holding a Subsequent Disbursement Commitment from an Authorized Officer of the Borrower (and with such written notice certifying that all such aforementioned conditions in Section 4.2 and this Section 2.2(b) 2.2 are satisfied and with such written notice being in form and substance reasonably satisfactory to Agent and each such Lender (the written notice form attached as Exhibit C is in form reasonably satisfactory to each such Lender)) requesting each Lender holding a Subsequent Disbursement Commitment to fund its Pro Rata Subsequent Disbursement Share of the Subsequent Disbursement at least fifteen (15) Business Days in advance of the proposed date of the funding of such Subsequent Disbursement amount amounts by such Lender Lenders (or such shorter period agreed to by all such Lenders in their sole discretion) with the proposed date of funding being required to be a Business Day, from the Business Day after the Agreement Date until (but not including) January 5and including July 23, 2020 (or such earlier date set forth in the proviso of the first sentence of Section 2.3(a) or caused by the Facility Termination Date occurring or any earlier date of termination based on remedies available upon (or at the time of) the occurrence of an Event of Default) (such end date of the Subsequent Disbursement Commitment, the “Remaining Subsequent Disbursement Commitment Termination Date”), each Lender holding a Subsequent Disbursement Commitment severally but and not jointly agrees to lend to the Borrower on the proposed date of funding, up to the principal amount set forth opposite such Lender’s name in Annex A under the heading “Subsequent Disbursement Commitment;” provided that (y) each request for any such Disbursement or Loan loan shall be in an amount not less than $10,000,000. Following receipt 5,000,000 and (z) 1.75% of such written notice from Borrower pursuant to the above terms in this Section 2.2(b), each Lender holding a requested Subsequent Disbursement Commitment shall make its Pro Rata Subsequent Disbursement Share be in the form of OID in favor of the Lenders funding such Subsequent Disbursement requested by the Borrower pursuant and shall, therefore, not be required to such written notice available to the Borrower on the proposed date of funding of such Subsequent Disbursement covered be funded by such written notice to the extent such Lender has received prior reasonably satisfactory evidence that the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b) have been satisfied for Lenders when providing such Subsequent Disbursement; provided that, unless otherwise agreed by the Agent, such Lender shall provide the Agent on the funding date with the federal reference number(s) with respect to the wire payment(s) of such Subsequent Disbursement made by such Lender. Amounts borrowed under this Section 2.2(b) 2.2 are referred to as a “Subsequent Disbursement.” Upon the funding of any Subsequent Disbursement by any Lender, the Subsequent Disbursement Commitment amount of such Lender shall be automatically and simultaneously reduced by the amount of such Subsequent Disbursement funded by such Lender and the amount in Annex A shall be automatically reduced by such amount, amount and the Agent Borrower shall provide notation thereof in the Register of the reduction in the Subsequent Disbursement Commitment amount of such Lender and the holding of the Subsequent Disbursement by such Lender. Any remaining Subsequent Disbursement Commitments that are still available as of the Remaining Subsequent Disbursement Commitment Termination Date shall immediately and automatically terminate without any action or notice by any Person. For the avoidance of doubt, any Subsequent Disbursement made and prepaid, paid or repaid may not be re-borrowed.

Subsequent Disbursements. (a) Subject to the satisfaction of the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b2.2(a) and in reliance on the representations and warranties in the Loan Documents, to the extent the Borrower provides a written notice to the Agent and requesting such amounts is received by each First Subsequent Disbursement Lender in form and substance reasonably satisfactory to Agent and each such Lender holding a First Subsequent Disbursement Commitment from an Authorized Officer of the Borrower (and with such written notice certifying that all such aforementioned conditions in Section 4.2 and this Section 2.2(b2.2(a) are satisfied and with such written notice being in form and substance reasonably satisfactory to Agent and each such Lender) requesting each Lender holding a First Subsequent Disbursement Commitment Lender (the written notice form attached as Exhibit C-1 is in form reasonably satisfactory to fund its Pro Rata each such First Subsequent Disbursement Share of the Subsequent Disbursement Lender)) at least fifteen (15) Business Days in advance of the proposed date of the funding of such amounts by such First Subsequent Disbursement amount by such Lender Lenders (or such shorter period agreed to by all such First Subsequent Disbursement Lenders in their sole discretion) with the proposed date of funding being required to be a Business Day, from the Business Day after the Prior Agreement Date until (but not including) January 5the earliest of (such earliest end date of the First Subsequent Disbursement Commitments, 2020 the “Remaining First Subsequent Disbursement Commitment Termination Date”) (i) July 24, 2020, (ii) the date that any remaining First Subsequent Disbursement Commitments (or such earlier the Subsequent Disbursement Commitments) are terminated pursuant to Section 2.3(e) or otherwise, (iii) the date set forth in the proviso of the first sentence of in Section 2.3(a), (iv) or caused by the Facility Termination Date occurring or and (iv) the date of any earlier date of termination of the First Subsequent Disbursement Commitments (or the Subsequent Disbursement Commitments) based on remedies available upon (or at the time of) the occurrence of an Event of Default) (such end date of the , each First Subsequent Disbursement Commitment, the “Remaining Subsequent Disbursement Commitment Termination Date”), each Lender holding a First Subsequent Disbursement Commitment severally but and not jointly agrees to lend to the Borrower (all such loans, collectively, the “First Subsequent Disbursement Loans”) on the proposed date of funding, up to the principal amount set forth opposite such First Subsequent Disbursement Lender’s name in Annex A under the heading “First Subsequent Disbursement Commitment;” provided that (y) each request for any such First Subsequent Disbursement or Loan shall be in an amount not less than $10,000,000. Following receipt 5,000,000 and (z) 1.75% of such written notice from Borrower pursuant to the above terms in this Section 2.2(b), each Lender holding a requested First Subsequent Disbursement Commitment shall make its Pro Rata be in the form of OID in favor of the First Subsequent Disbursement Share of Lenders funding such First Subsequent Disbursement requested Loan and shall, therefore, not be required to be funded by the Borrower pursuant to such written notice available to the Borrower on the proposed date of funding of such First Subsequent Disbursement covered by Lenders when providing such written notice to the extent such Lender has received prior reasonably satisfactory evidence that the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b) have been satisfied for such Subsequent Disbursement; provided that, unless otherwise agreed by the Agent, such Lender shall provide the Agent on the funding date with the federal reference number(s) with respect to the wire payment(s) of such First Subsequent Disbursement made by such LenderLoan. Amounts borrowed under this Section 2.2(b2.2(a) are referred to as a “First Subsequent Disbursement.” Upon the funding of any First Subsequent Disbursement by any First Subsequent Disbursement Lender, the First Subsequent Disbursement Commitment amount of such First Subsequent Disbursement Lender shall be automatically and simultaneously reduced by the amount of such First Subsequent Disbursement funded by such First Subsequent Disbursement Lender and the corresponding amount in Annex A shall be automatically reduced by such amount, amount and the Agent Borrower shall provide notation thereof in the Register of the reduction in the First Subsequent Disbursement Commitment amount of such First Subsequent Disbursement Lender and the holding of the First Subsequent Disbursement by such Lender. Any remaining First Subsequent Disbursement Commitments that are still available as of the Remaining First Subsequent Disbursement Commitment Termination Date shall immediately and automatically terminate without any action or notice by any Person. For the avoidance of doubt, any First Subsequent Disbursement made and prepaid, paid, redeemed or repaid may not be re-borrowed.

Subsequent Disbursements. Subject Upon Borrower’s review, due diligence, and approval of investment candidates in accordance with Exhibits I, II, III, and V, Borrower shall submit a disbursement request to Director in a form and substance acceptable to the satisfaction Director. Within 10 days of receipt of the conditions set forth in Section 4.1disbursement request from Borrower, Section 4.2 and this Section 2.2(b) and in reliance on Director shall review the representations and warranties request to ensure that the proposed investment is to an Ohio company, is in the agreed-upon stage of development, is in a qualifying technology sector, is receiving matching funds at the agreed upon cost-share ratio outlined in Exhibit I, and if the aforementioned criteria are satisfied will approve the request. Upon approval of the disbursement request, Loan Documents, Funds will be transferred from the Dedicated Escrow Account directly to the extent entity receiving the investment. As the balance in the Dedicated Escrow Account is reduced through Borrower’s investments, Borrower may invoice Director for additional capital requests. If Due Diligence and Enhanced Management Fees were included in the proposed budget in Exhibit V, Borrower may invoice Director for those services as they are incurred. Such invoices shall be paid directly to the Borrower provides and shall not be deposited in the Dedicated Escrow Account. If a disbursement request or invoice for additional capital is not approved by Director, Director shall provide written notice to Borrower of the Agent reason for the lack of approval. Borrower shall have 30 days to respond to the written notice and supplement or amend the disbursement request or invoice as needed. As a condition precedent to each Lender disbursement of Loan Funds after the initial disbursement, Borrower shall furnish or cause to be furnished to the Director the following documents covering each disbursement, in form and substance reasonably satisfactory to Agent and each such Lender from an Authorized Officer the Director: Evidence of the Borrower (Cost Share Amount in the amount and with such written notice certifying that all such aforementioned ratio specified in Exhibit I and the approved budget included in Exhibit V on terms and conditions in this Section 2.2(b) are satisfied and with such written notice being in form and substance reasonably satisfactory to Agent and each such Lender) requesting each Lender holding a Subsequent Disbursement Commitment the Director; The subscription agreement for the entity in which Borrower plans to fund its Pro Rata Subsequent Disbursement Share of the Subsequent Disbursement at least fifteen (15) Business Days in advance of the proposed date of the funding of such Subsequent Disbursement amount by such Lender (or such shorter period agreed to by invest, along with all such Lenders in their sole discretion) with the proposed date of funding being required to be a Business Day, from the Business Day after the Agreement Date until (but not including) January 5, 2020 (or such earlier date set forth in the proviso of the first sentence of Section 2.3(a) or caused by the Facility Termination Date occurring or any earlier date of termination based on remedies available upon (or at the time of) the occurrence of an Event of Default) (such end date of the Subsequent Disbursement Commitment, the “Remaining Subsequent Disbursement Commitment Termination Date”), each Lender holding a Subsequent Disbursement Commitment severally but not jointly agrees to lend to the Borrower on the proposed date of funding, up to the principal amount set forth opposite such Lender’s name in Annex A under the heading “Subsequent Disbursement Commitment;” provided that each request for any such Disbursement or Loan shall be in an amount not less than $10,000,000. Following receipt of such written notice from Borrower pursuant to the above terms in this Section 2.2(b), each Lender holding a Subsequent Disbursement Commitment shall make its Pro Rata Subsequent Disbursement Share of such Subsequent Disbursement requested by the Borrower pursuant to such written notice available to the Borrower on the proposed date of funding of such Subsequent Disbursement covered by such written notice to the extent such Lender has received prior reasonably satisfactory evidence that the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b) have been satisfied organizational documents for such Subsequent Disbursemententity; provided thatand Such other instruments, unless otherwise agreed by documents and information as the Agent, such Lender shall provide the Agent on the funding date with the federal reference number(s) with respect to the wire payment(s) of such Subsequent Disbursement made by such Lender. Amounts borrowed under this Section 2.2(b) are referred to as a “Subsequent DisbursementDirector may reasonably request.” Upon the funding of any Subsequent Disbursement by any Lender, the Subsequent Disbursement Commitment amount of such Lender shall be automatically and simultaneously reduced by the amount of such Subsequent Disbursement funded by such Lender and the amount in Annex A shall be automatically reduced by such amount, and the Agent shall provide notation thereof in the Register of the reduction in the Subsequent Disbursement Commitment amount of such Lender and the holding of the Subsequent Disbursement by such Lender. Any remaining Subsequent Disbursement Commitments that are still available as of the Remaining Subsequent Disbursement Commitment Termination Date shall immediately and automatically terminate without any action or notice by any Person.