Subsequent Fundings. Each Subsequent Funding is intended -------------------- to be used to fund all or a portion of additional development of the Borrower's Oil and Gas Properties in accordance with the Development Plan, future legal costs in connection with this Agreement, payment of the Commitment Fee and as is otherwise set forth in Section 2.03(b) and must comply with the conditions precedent set forth in Section 7.02 and Section 7.03. The Lenders shall not be obligated to advance any funds in connection with a Subsequent Funding unless the conditions precedent with respect thereto have been satisfied to the Lenders' satisfaction. Upon satisfaction of the conditions to a Subsequent Funding, such funding shall occur in accordance with Section 2.02 and Section 2.03.
Subsequent Fundings. The proceeds of any Subsequent Funding ------------------- may be used only to:
(i) fund Development Projects, but only for the amounts and purposes set forth in the applicable Subsequent Funding Request and each Invoice Disbursement Request relating thereto for such Development Project;
(ii) pay any amounts due under Section 2.04; and
(iii) pay transaction costs not paid at the Effective Date and legal costs incurred by any Lender and/or Administrative Agent in connection with the administration of this Agreement.
Subsequent Fundings. The obligation of the Lenders to -------------------- make Loans to the Borrower with respect to any Subsequent Fundings is subject to the following conditions:
(a) The satisfaction of the conditions set forth in Section 7.03.
(b) The delivery to the Lenders and their approval (in their sole discretion) in writing of (i) a Subsequent Funding Request (delivered by the Borrower to the Lenders at least 30 days, but not more than 90 days, prior to the date when the first Invoice Disbursement Request relating thereto is to be delivered by the Borrower to the Lender) relating to a specific Development Project and (ii) an Invoice Disbursement Request relating to an approved Subsequent Funding Request. The Lenders' approval, if any, of any Subsequent Funding Request shall be at their sole and unfettered discretion; any such approval will require that the applicable Development Project is in accordance with the (x) Development Plan (including as to scope of work, the means and method of the work, the cost of the work, and the timing for the commencement and completion of the work), and (y) other information delivered to the Lenders in connection with the Subsequent Funding Request. No Lenders shall have any obligation to approve any Subsequent Funding Request.
(c) Lenders are satisfied with Borrower's current hedging position taking into consideration any proposed Development Projects being proposed in connection with a Subsequent Funding.
Subsequent Fundings. Subject to the terms and conditions of this Agreement, the making of Subsequent Funding Payments by Investor and the making of payments of CT Funding Amounts by Clean Technologies (each payment made by the respective Member referred to as a “Subsequent Funding”) will take place on (a) the dates upon which all conditions in Section 2.7 and Section 2.8 have either been satisfied or waived in writing by the party entitled to the benefit of such conditions or (b) at such other time as Investor and Clean Technologies may agree in writing (such date as determined under clause (a) or (b), each, a “Subsequent Funding Date”). The parties acknowledge that, other than as agreed to by the Parties, there will only be one Subsequent Funding Date per Member per calendar quarter, which will be no earlier than the last Business Day of the previous calendar quarter and no later than the fifth Business Day of the current calendar quarter. In no event will any Subsequent Funding Date occur later than the Subsequent Funding Termination Date. Each of the documents to be delivered pursuant to Section 2.7 and Section 2.8 will be deemed to be delivered simultaneously, and no such document will be of any force or effect until all such documents are delivered and the Subsequent Funding is consummated. Subject to the terms and conditions in this Agreement, on each Subsequent Funding Date, Investor will deliver its Subsequent Funding Payment and Clean Technologies will deliver its CT Funding Amount as described in Section 2.2(d).
Subsequent Fundings. On the first Subsequent Funding Date, concurrently with MLBFS' funding of the second installment of the debt evidenced by the Term Note into the WCMA Account, the WCMA Line of Credit will be reduced to an amount equal to three-fifths of the Loan Amount. On the second Subsequent Funding Date, the WCMA Line of Credit will be reduced to an amount equal to two-fifths of the Loan Amount; and on the third Subsequent Funding Date the WCMA Line of Credit will be reduced to an amount equal to one-fifth of the Loan Amount.
Subsequent Fundings. (a) In addition to the Initial Capital Contributions set forth in Section 5.1, in the event it is determined by the Members acting pursuant to a Member Consent that funds in excess of the Initial Capital Contributions, are required (i) in connection with any of the purposes set forth in Section 2.5, (ii) to pay for fees, costs or expenses payable by the Company pursuant to this Agreement or (iii) otherwise to meet the Company's then existing obligations and, in each case, funds are not otherwise available from Company revenues, within 10 days after notice of a Member Consent authorizing such additional capital contributions, each of the Members shall make further Capital Contributions pro rata in accordance with their respective Sharing Percentages, which amounts shall be set forth in the books and records of the Company. The Tanger Member acknowledges that it does not have the right, without a Member Consent executed and delivered by the Blackstone Member, to make any further Capital Contributions or to loan any funds to the Company in order for the Company to distribute a Minimum Primary Return pursuant to this Agreement.
(b) No Member shall be required to make a Capital Contribution except as provided in this Article V. No Member shall have any obligation to restore any negative balance in the Member's Capital Account upon liquidation of the Company. No Member shall be entitled to withdraw all or any part of its Capital Contributions except as expressly provided in this Agreement. No interest shall be payable by the Company on the Capital Contributions of any Member except as otherwise provided herein. In no event shall any Member be entitled to demand any property from the Company other than cash.
(c) If any Member shall fail to timely make a Capital Contribution required pursuant to Section 5.2 (such Member is hereinafter referred to as a "Non-Contributing Member") and such default is not cured within 10 days of the due date for such Capital Contribution, then any other Member (a "Contributing Member") may fund all or part of such Capital Contribution and any amounts funded by a Contributing Member on behalf of a Non-Contributing Member shall be made directly to the Company but shall be treated as (i) a non-recourse demand loan (except to the extent of the Non-Contributing Member's Interest) made by the Contributing Member to the Non-Contributing Member (bearing interest at a fluctuating rate of interest equal to the greater of (A) 20% per annum and (...
Subsequent Fundings. (a) In addition to the Initial Capital Contributions set forth in Section 5.1, in the event it is determined by Blackstone Member that funds in excess of the Initial Capital Contributions, are required (i) in connection with any of the purposes set forth in Section 2.5, (ii) to pay for fees, costs or expenses payable by the Company pursuant to this Agreement or (iii) otherwise to meet the Company's then existing obligations and, in each case, funds are not otherwise available from Company revenues, within 10 Business Days after notice from Blackstone Member, each of the Members shall make further Capital Contributions pro rata in accordance with their respective Sharing Percentages, which amounts shall be set forth in the books and records of the Company.
(b) No Member shall be required to make a Capital Contribution except as provided in this Article V. No Member shall have any obligation to restore any negative balance in the Member's Capital Account upon liquidation of the Company or the liquidation of a Member's interest in the Company. No Member shall be entitled to withdraw all or any part of its Capital Contributions except as expressly provided in this Agreement. No interest shall be payable by the Company on the Capital Contributions of any Member except as otherwise provided herein. In no event shall any Member be entitled to demand any property from the Company other than cash.
Subsequent Fundings. If the original principal amount of the Initial Funding is less than $8.0 million, the Company may, in its sole discretion, notify the Lender in writing that it desires to borrow some or all of the remaining balance through the issuance of up to three additional Notes in up to three Subsequent Fundings. To be valid, any such notification must (i) be given within one year after the Initial Funding Date and (ii) specify the amount being borrowed (which amount shall not (A) exceed $8.0 million minus the original principal amount(s) of the previously issued Note(s) or (B) be less than the lesser of $1.0 million or the remaining amount available to be drawn hereunder). If any such notification is received by the Lender, within 21 days after that receipt (or such other date as the parties may mutually agree in writing), the parties shall thereafter be obligated to complete that Subsequent Funding, so long as there is no existing or anticipated default by the Company under any of the existing Transaction Documents (as defined below); provided, however, that the Company may withdraw any notification by written notice to the Lender at least three days prior to the date that has been set to complete that Subsequent Funding. At each Subsequent Funding the Lender shall purchase a Note from the Company in the principal amount designated by the Company in the notification, and the Company agrees to sell that Note to the Lender. Out of the Purchase Price for any such Note there shall be paid to the Lender (i) non-refundable pre-paid pro-rated interest as provided in such Note and (ii) such other amounts, including the fees and expenses of the Lender, as the Company and the Lender agree shall be included in disbursement instructions (the “Subsequent Disbursement Instructions”) substantially similar to the Initial Disbursement Instructions (to the extent appropriate). The disbursements listed in the Subsequent Disbursement Instructions shall be made as specified therein. On or before the date of each Subsequent Funding, (i) the Company shall have delivered to the Escrow Agent originals of (A) the Note being sold pursuant to such Subsequent Funding, (B) the Subsequent Disbursement Instructions and (C) such other items as may be required by this Agreement or any of the other Closing Documents (collectively, the “Subsequent Funding Documents”), each duly authorized and executed by the Company and/or any other parties thereto (other than the Lender), and (ii) the Lender shall ...
Subsequent Fundings. Within one (1) Business Day after the Company’s receipt of a monthly Payment Notice under the CapEx Agreement (each, a “Monthly Payment Notice”), the Company shall advise Southern of the number of New Systems covered by the Monthly Payment Notice, provide Southern with a notice of required funding in the form attached to this Agreement as Exhibit B (the “Funding Notice”), which shall include (i) a copy of the Monthly Payment Notice and (ii) a request for a capital contribution from Southern equal to the amount set forth in the Monthly Payment Notice (the “Monthly Contribution”); provided, however, that once Southern has funded an amount equal to the “Maximum Aggregate Southern Portfolio Purchase Price” (as defined in the CapEx Agreement) (taking into consideration any contributions by any Affiliate of Southern to 2016 ESA Project Company, LLC), should the Class B Member advise Bloom that it is ceasing purchases under the CapEx Agreement, then the funding obligations under this Section 2.2(b) shall also cease, as long as full funding has occurred for all New Systems ordered under the CapEx Agreement. Subject to the foregoing, four (4) Business Days following receipt of the Funding Notice, (x) Southern will make a Capital Contribution in immediately available funds in an amount equal to the Monthly Contribution (each, a “Subsequent Funding”), up to the overall maximum amount equal to the Maximum Aggregate Southern Portfolio Purchase Price as detailed in a flow of funds memorandum prepared in connection with each Subsequent Funding and in accordance with Section 2.4 below, and (y) DSGH will cause the Company to use such Capital Contribution in accordance with the flow of funds and will take, and will cause the Company to take, such actions as are contemplated under the Transaction and Project Documents on such date. The date each Subsequent Funding is due will be a “Subsequent Funding Date”.
Subsequent Fundings. Upon the terms and subject to the ------------------- conditions herein set forth, provided that the Termination Date shall not have occurred, the Company shall make a subsequent advance from time to time (each, a "Subsequent Funding") to the Issuer on or after the Initial Funding Date. In ------------------ connection with each Subsequent Funding, the Issuer shall provide the Agent with a written notice in substantially the form of Exhibit B (a "Subsequent Funding ------------------ Notice") setting forth the amount of the proposed Subsequent Funding, which ------ shall be at least $1,000,000 and integral multiples of $100,000 in excess thereof (or, to the extent that the then available unused portion of the Facility Limit is less than such amount, such amount). The Subsequent Funding Notice shall be provided to the Agent no later than 10:00 a.m. (New York time) (i) on the related Subsequent Funding Date for Fundings of up to and including $50 million and (ii) on the Business Day prior to the related Subsequent Funding Date for Fundings in excess of $50 million. Subsequent Fundings shall not occur more than twice per week. The Agent will promptly notify the Company of the Agent's receipt of any Subsequent Funding Notice to be made to the Agent on its behalf.
