Common use of Conditions to Subsequent Advances Clause in Contracts

Conditions to Subsequent Advances. L▇▇▇▇▇’s obligations hereunder to make any subsequent Advances are conditioned upon the following, each in form and substance satisfactory to Lender: (i) L▇▇▇▇▇’s timely receipt of an Advance Request, together with all required supporting documentation; (ii) Written evidence that B▇▇▇▇▇▇▇ has contributed a portion of B▇▇▇▇▇▇▇’s Equity in the amount of $3,320,000.00 toward the construction of the Improvements of the Property; (iii) Borrower’s deposit with Lender of a portion of the Guaranty Cash Collateral Reserve in the amount of $2,490,000.00; (iv) The Equity Reserve of $1,480,000.00 shall be on deposit with Lender; (v) The Debt Service Reserve shall remain on deposit with Lender in the amount of $1,950,000.00; (vi) If requested by L▇▇▇▇▇, the Title Company shall issue an endorsement to the Title Insurance Policy continuing the effective date of the Title Insurance Policy through the date of the Advance, insuring that there has been no change in the status of the title to the Property and increasing the amount of the Title Insurance Policy by the amount of the Advance being made in connection therewith; (vii) L▇▇▇▇▇’s receipt of a satisfactory inspection report from Inspector; (viii) Lender shall be satisfied that there has been no material adverse change in the financial condition, properties or prospects of Borrower; (ix) Borrower shall provide Lender copies of (a) Builder’s Risk Insurance, pursuant to Section 5.17 below and prior to any commencement of construction or acquisition of any materials to be used in connection with the Project; (b) copies of all remaining contracts with sub-contractors; and (c) all permits, management agreements and bonds further required herein in Section 5.13 and 5.20 herein; and (x) L▇▇▇▇▇’s receipt of such other documents, instruments, information, agreements and certificates as Lender or the Title Company may reasonably require. (xi) Borrower shall deliver a building permit in connection with the Improvements to Lender; (xii) Borrower shall deliver a certified copy of a construction contract with a general Contractor acceptable to Lender and providing for a fixed-price or guaranteed maximum price in an amount not greater than the amount allocated to construction in the Budget and otherwise containing terms and conditions acceptable to Lender, together with Contractor’s completion schedule and schedule of values (the “Construction Contract”); (xiii) Evidence that the Retainage Escrow Account has been established. (xiv) All of the requirements set forth herein in Section 2.6(c) shall be deemed post-closing obligations of Borrower and shall be satisfied upon L▇▇▇▇▇’s request and any Request for Advance may be delayed as a result of B▇▇▇▇▇▇▇’s failure to comply with same. Subject to the fulfillment of the requirements of Section 2.6(b)(iii)-(v) and this Section 2.6(c) Lender shall fund each Advance not later than the 25th day of each calendar month.

Conditions to Subsequent Advances. L▇▇▇▇▇’s obligations hereunder to Notwithstanding any other --------------------------------- provision of this Agreement or any of the other Loan Documents, and without affecting in any manner the rights of Lender under the other Sections of this Agreement, it is understood and agreed that Lender will not make any advance or permit any drawing under Section 2 of this Agreement, other than the Initial Advance, unless and until each of the following conditions has been satisfied at the time of any subsequent Advances are conditioned upon the followingadvance or draw, each all in form and substance satisfactory to Lender: (iA) L▇▇▇▇▇’s timely receipt of an Advance Request, together with all required supporting documentationThe Assignment shall have been executed and delivered by Guarantor to Lender and acknowledged by the company issuing such life insurance policy; (iiB) Written Copies shall have been delivered to Lender of all filing receipts or acknowledgments issued by any governmental authority to evidence that B▇▇▇▇▇▇▇ has contributed a portion any and all filings or recordations necessary to perfect the Liens of B▇▇▇▇▇▇▇’s Equity Lender in the amount of $3,320,000.00 toward Collateral and evidence in a form acceptable to Lender that such Liens constitute valid and perfected security interests and Liens, having the construction of the Improvements of the PropertyLien priority specified in Section 5.2.(B) hereof; (iiiC) Borrower’s deposit with Lender No Default or Event of a portion of the Guaranty Cash Collateral Reserve in the amount of $2,490,000.00Default shall exist; (ivD) The Equity Reserve Each of $1,480,000.00 the conditions precedent set forth in the other Loan Documents shall be on deposit with Lenderhave been satisfied; (vE) The Debt Service Reserve No action, proceeding, investigation, regulation or legislation shall remain on deposit with Lender have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of this Agreement or the amount consummation of $1,950,000.00the transactions contemplated hereby or which, in Lender's sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or any of the other Loan Documents; (vi) If requested by L▇▇▇▇▇, the Title Company shall issue an endorsement to the Title Insurance Policy continuing the effective date of the Title Insurance Policy through the date of the Advance, insuring that there has been no change in the status of the title to the Property and increasing the amount of the Title Insurance Policy by the amount of the Advance being made in connection therewith; (vii) L▇▇▇▇▇’s receipt of a satisfactory inspection report from Inspector; (viii) Lender shall be satisfied that there has been no material adverse change in the financial condition, properties or prospects of Borrower; (ixF) Borrower shall provide have delivered evidence to Lender copies that Borrower has qualified and is in good standing as a foreign limited partnership in those states where the conduct of (a) Builder’s Risk Insurance, pursuant Borrower's business activities or the ownership of its Properties necessitates qualification in order to Section 5.17 below and prior to any commencement of construction avoid a material forfeiture or acquisition of any materials to be used in connection with the Project; (b) copies of all remaining contracts with sub-contractors; and (c) all permits, management agreements and bonds further required herein in Section 5.13 and 5.20 hereinliability or a material adverse consequence; and (xG) L▇▇▇▇▇’s receipt of such other documents, instruments, information, agreements and certificates as Lender or the Title Company may reasonably require. (xi) Borrower shall deliver a building permit in connection with the Improvements to Lender; (xii) Borrower shall deliver a certified copy of a construction contract with a general Contractor acceptable to Lender and providing for a fixed-price or guaranteed maximum price in an amount not greater than the amount allocated to construction A Draw Notice in the Budget and otherwise containing terms and conditions acceptable to Lender, together with Contractor’s completion schedule and schedule form of values (the “Construction Contract”); (xiii) Evidence that the Retainage Escrow Account has been established. (xiv) All of the requirements set forth herein in Section 2.6(c) shall be deemed post-closing obligations of Borrower and shall be satisfied upon L▇▇▇▇▇’s request and any Request for Advance may be delayed as a result of B▇▇▇▇▇▇▇’s failure to comply with same. Subject to the fulfillment of the requirements of Section 2.6(b)(iii)-(v) and this Section 2.6(c) Lender shall fund each Advance not later than the 25th day of each calendar month.Exhibit B. ---------

Conditions to Subsequent Advances. LThe obligation of Lender to make each Advance hereunder subsequent to the Initial Advance shall be subject to the prior or simultaneous occurrence or satisfaction of each of the following conditions: (a) the Loan Documents shall be and remain outstanding and enforceable in accordance with their terms, all as required hereunder; (b) Borrower shall have provided and funded the Total Borrower Equity pursuant to Section 2.6 hereof to the full satisfaction of Lender including, without limitation, the entirety of the Initial Tax Increment Financing Proceeds; (c) Lender shall have received a title report dated within two (2) days of the requested Advance from the Title Company showing no state of facts objectionable to Lender, including an endorsement showing that title to the Land is vested in Borrower and that no claim for mechanics' or materialmen's liens has been filed against the Mortgaged Property, except for a Contested Item; (d) the representations and warranties made by Borrower, as contained in this Agreement and in all other Loan Documents shall be true and correct as of the date of each Advance; and if requested by Lender, Borrower shall give to Lender a certificate to that effect; (e) the covenants made by Borrower to Lender, as contained in this Agreement and in all other Loan Documents shall have been fully complied with, except to the extent such compliance may be limited by the passage of time or the completion of construction of the Improvements; (f) Lender shall have received and approved (i) to the extent not already provided, a fully executed counterpart of each Construction Contract or copy thereof (to be dated after the date of recordation of the Lien Instrument); and (ii) a report of any changes, replacements, substitutions, additions or other modification in the list of contractors, subcontractors and materialmen involved or expected to be involved in the construction of the Improvements; (g) Lender shall have received from Borrower a properly executed and completed Draw Request on the Draw Request Form for such Advance, completed, executed and certified to by Borrower, stating (i) that the requested amount does not exceed the then unpaid cost of construction of the Improvements since the last certificate furnished hereunder (less any retainage required pursuant to Section 3.1(f) hereof), (ii) that said construction was performed in accordance with the Plans, (iii) that, in the opinion of Borrower, Completion can reasonably be expected to occur on or before the Completion Date for an additional cost not in excess of the amount then available under the Loan, and (iv) such other information as Lender may reasonably require from time to time; (h) Borrower shall have furnished to Lender, from each contractor, subcontractor and materialman, an invoice, lien waiver and such other instruments and documents as Lender may from time to time specify, in form and content, and containing such certifications, approvals and other data and information, as Lender may require. The invoice, lien waiver and other documents shall cover and be based upon work actually completed or materials actually furnished. The lien waiver of each contractor, subcontractor and materialman shall be received by Lender simultaneously with the making of any Advance hereunder for the benefit of such contractor, subcontractor or materialman; (i) Borrower shall have satisfied the retainage requirements described in Section 3.1(f) hereof; (j) the Improvements shall not have been materially injured, damaged or destroyed by fire or other casualty, nor shall any part of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereof; (k) satisfaction of each of the conditions contained in Section 3.2 hereof; (l) no Event of Default or any event, circumstance or action which, with the giving of notice, passage of time or failure to cure would give rise to an Event of Default has occurred and is then existing; (m) no Material Adverse Change shall have occurred; (n) all work typically done at the stage of construction when the Advance is requested shall have been done, and all materials, supplies, chattels and fixtures typically furnished or installed at such stage of construction shall have been furnished or installed; provided, however, that if a Force Majeure Event has occurred, and so long as Borrower is projected to satisfy Section 5.12, any delay in construction work resulting therefrom shall be taken into account in the evaluation of the adequacy of work done on the date the Advance is requested; (o) all personal property not yet incorporated into the Improvements but which is to be paid for out of such Advance, must then be situated upon the Land, secured in a method acceptable to Lender, and Lender shall have received evidence thereof; provided, however, Borrower shall be entitled to store personal property or construction materials offsite so long as (i) the value of such offsite stored materials does not, at any point in time, exceed $250,000.00, (ii) Lender has approved, such approval not to be unreasonably withheld, the location and storage arrangements with respect to such offsite personal property or construction materials so as to assure Lender's ongoing lien priority with respect to such items, (iii) such offsite stored materials are insured for the full value thereof against theft and destruction under insurance policies designating Lender as co-loss payee, as evidenced by insurance binders, certificates, or endorsements reasonably satisfactory to Lender, and (iv) Borrower, upon payment for such offsite stored materials, will have absolute title to the offsite stored materials as evidenced by appropriate bills of sale and payment receipts; (p) at the request of Lender with respect to any Advance occurring after the foundation for the Improvements has been poured and established, Borrower shall provide an updated Survey approved in writing by Lender and confirming that the location of the new foundation is within the boundaries of the Land and in satisfaction of all setback and other Legal Requirements and consistent with the Plans; (q) Borrower shall have complied with all requirements of the Inspecting Person and all Governmental Authorities; (r) Borrower shall have satisfied any and all requirements imposed pursuant to the Economic Incentive Agreements including, without limitation, those imposed by the Apple Valley Economic Development Authority, Minnesota or the City of Apple Valley, Minnesota, to Lender's reasonable satisfaction; (s) Borrower shall have delivered verification to Lender that the City of Apple Valley, Minnesota, has approved the transfer of that certain Business Subsidy Agreement dated as of July 10, 2014, by and between the Apple Valley Economic Development Authority, Minnesota, and IMH Special; (t) Lender shall have received written verification acceptable to Lender that Guarantor has satisfied the Liquidity Covenant, as defined in (i) Section 3.9 of the Guaranty-Carve-Out, (ii) Section 3.9 of the Guaranty-Completion or (iii) Section 3.9 of that certain Guaranty-Repayment; and (u) Borrower shall have (i) delivered to Lender written verification acceptable to Lender that the Fontana/▇▇▇▇▇’s obligations hereunder to make any subsequent Advances are conditioned upon ▇▇/Retail Confessions of Judgment have been fully satisfied and unconditionally released, (ii) caused evidence of the following, each in form and substance satisfactory to Lender: (i) Lrelease of the Fontana/▇▇▇▇▇’s timely receipt ▇▇/Retail Confessions of an Advance RequestJudgment to be recorded in the real property records of Dakota County, together Minnesota, and (iii) obtained any endorsements for the Title Insurance with all required supporting documentation; (ii) Written evidence that Brespect to the Fontana Parcel, the ▇▇▇▇▇▇▇ has contributed a portion Parcel, and the Retail Parcel as may be reasonably required by Lender in connection with the release of Bthe Fontana/▇▇▇▇▇▇▇’s Equity in the amount /Retail Confessions of $3,320,000.00 toward the construction of the Improvements of the Property; (iii) Borrower’s deposit with Lender of a portion of the Guaranty Cash Collateral Reserve in the amount of $2,490,000.00; (iv) The Equity Reserve of $1,480,000.00 shall be on deposit with Lender; (v) The Debt Service Reserve shall remain on deposit with Lender in the amount of $1,950,000.00; (vi) If requested by L▇▇▇▇▇, the Title Company shall issue an endorsement to the Title Insurance Policy continuing the effective date of the Title Insurance Policy through the date of the Advance, insuring that there has been no change in the status of the title to the Property and increasing the amount of the Title Insurance Policy by the amount of the Advance being made in connection therewith; (vii) L▇▇▇▇▇’s receipt of a satisfactory inspection report from Inspector; (viii) Lender shall be satisfied that there has been no material adverse change in the financial condition, properties or prospects of Borrower; (ix) Borrower shall provide Lender copies of (a) Builder’s Risk Insurance, pursuant to Section 5.17 below and prior to any commencement of construction or acquisition of any materials to be used in connection with the Project; (b) copies of all remaining contracts with sub-contractors; and (c) all permits, management agreements and bonds further required herein in Section 5.13 and 5.20 herein; and (x) L▇▇▇▇▇’s receipt of such other documents, instruments, information, agreements and certificates as Lender or the Title Company may reasonably requireJudgment. (xi) Borrower shall deliver a building permit in connection with the Improvements to Lender; (xii) Borrower shall deliver a certified copy of a construction contract with a general Contractor acceptable to Lender and providing for a fixed-price or guaranteed maximum price in an amount not greater than the amount allocated to construction in the Budget and otherwise containing terms and conditions acceptable to Lender, together with Contractor’s completion schedule and schedule of values (the “Construction Contract”); (xiii) Evidence that the Retainage Escrow Account has been established. (xiv) All of the requirements set forth herein in Section 2.6(c) shall be deemed post-closing obligations of Borrower and shall be satisfied upon L▇▇▇▇▇’s request and any Request for Advance may be delayed as a result of B▇▇▇▇▇▇▇’s failure to comply with same. Subject to the fulfillment of the requirements of Section 2.6(b)(iii)-(v) and this Section 2.6(c) Lender shall fund each Advance not later than the 25th day of each calendar month.

Conditions to Subsequent Advances. L▇▇▇▇▇’s obligations hereunder Neither the Lender nor CDC shall be obligated to make any consent to subsequent Advances are conditioned upon unless and until: a. The Borrower shall have complied with all conditions precedent for Advances set forth in the followingAgStar Loan Documents, each the CDC Loan Documents and/or the Bond Documents. b. The Borrower and, if requested by Lender or CDC, the Prime Contractor and Inspecting Engineer, shall have executed, or caused to be executed, and delivered to Lender and CDC a Draw Request as described in Section 2.3(d) above and provided the data therein referred to. c. Lender and CDC shall have received: (1) an endorsement (if permitted or required by virtue of the form thereof) to the Title Insurance increasing the coverage thereof to the full amount of the sum advanced and substance reflecting no changes in the status of title or the Title Insurance since the previous Advance, or if such endorsement cannot be obtained or if the Title Insurance is a binder, an abstractor’s certificate or other evidence satisfactory to Lender: (i) L▇▇▇▇▇’s timely receipt of an Advance Request, together with all required supporting documentation; (ii) Written evidence Lender and CDC from the Title Company reflecting that B▇▇▇▇▇▇▇ has contributed a portion of B▇▇▇▇▇▇▇’s Equity there have been no such changes in the amount status of $3,320,000.00 toward title or the Title Insurance; (2) if requested by Lender or CDC, certificate from the Prime Contractor that, in its opinion, the construction of the Improvements of the Property; (iii) Borrower’s deposit with Lender of a portion of the Guaranty Cash Collateral Reserve in the amount of $2,490,000.00; (iv) The Equity Reserve of $1,480,000.00 shall be on deposit with Lender; (v) The Debt Service Reserve shall remain on deposit with Lender in the amount of $1,950,000.00; (vi) If requested by L▇▇▇▇▇, the Title Company shall issue an endorsement to the Title Insurance Policy continuing the effective date of the Title Insurance Policy through the date of the Advance, insuring that there Project theretofore performed has been no change in substantial accordance with the status Plans and Specifications; (3) at the request of the title to the Property Lender or CDC, lien waivers or release from all contractors, subcontractors, laborers, and increasing the amount of the Title Insurance Policy by the amount of the Advance being made in connection therewith; (vii) L▇▇▇▇▇’s receipt of a satisfactory inspection report from Inspector; (viii) Lender shall be satisfied that there has been no material adverse change in the financial condition, properties materialmen employed or prospects of Borrower; (ix) Borrower shall provide Lender copies of (a) Builder’s Risk Insurance, pursuant to Section 5.17 below and prior to any commencement of construction or acquisition of any furnishing materials to be used in connection with the Project; (b) copies construction of all remaining contracts with sub-contractorsthe Project as specified in Section 2.2(d); and (c4) all permits, management agreements and bonds further required herein in Section 5.13 and 5.20 herein; and (x) L▇▇▇▇▇’s receipt of such other documents, instruments, information, agreements certifications or evidence of cost and certificates completion as Lender or the Title Company CDC may reasonably requirerequest. (xi) d. All amounts deposited by the Borrower shall deliver a building permit in connection with the Improvements to Lender; (xii) Borrower shall deliver a certified copy of a construction contract with a general Contractor acceptable to Lender and providing for a fixed-price or guaranteed maximum price in an amount not greater than the amount allocated to construction in the Budget and otherwise containing Disbursing Account from time to time, are disbursed for Eligible Project Costs and/or Equipment Costs pursuant to the terms and conditions acceptable of this Article II. e. In the case of Draw Requests to Lenderbe funded by Tax Credit Funds, together with Contractorunless and until Borrower’s completion schedule and schedule of values (the “Construction Contract”); (xiii) Evidence that the Retainage Escrow Account Equity has been establishedfully disbursed. (xiv) All f. In the case of Draw Requests to be funded by Lender’s Advances, unless and until Borrower’s Equity and the requirements set forth herein in Section 2.6(c) shall be deemed post-closing obligations of Borrower and shall be satisfied upon L▇▇▇▇▇’s request and any Request for Advance may be delayed as a result of B▇▇▇▇▇▇▇’s failure to comply with same. Subject to the fulfillment of the requirements of Section 2.6(b)(iii)-(v) and this Section 2.6(c) Lender shall fund each Advance not later than the 25th day of each calendar monthTax Credit Funds have been fully disbursed.

Conditions to Subsequent Advances. L▇▇▇▇▇’s obligations hereunder The obligation of the Note Purchaser to make fund any subsequent Advances are conditioned upon Advance with respect to Additional Receivables shall be subject to the followingreceipt by the Note Purchaser of the following items on or prior to the related Funding Date, each in form and substance satisfactory to Lenderthe Note Purchaser: (a) an updated Schedule of Receivables and the Issuer shall have delivered to the Trustee an Assignment and shall have indicated in its computer files such the Receivables have been transferred to the Issuer and, within five (5) Business Days thereafter, the Issuer shall have delivered a computer printout, computer file or microfiche list containing a true and complete list of all Receivables to be purchased on the related Funding Date, identified by account number and the aggregate amount of the Receivables, as of the Funding Date, which computer printout, computer file or microfiche list shall be as of the date of such Assignment and shall be incorporated into and made a part of such Assignment and the Sale and Servicing Agreement; (b) the Custodian shall have delivered to the Note Purchaser a Custodial Receipt with respect to the Receivable Files for the Additional Receivables to be purchased on such Funding Date in substantially the form attached as Exhibit A to the Sale and Servicing Agreement; (c) the amount on deposit in the Reserve Account shall equal or exceed the Required Reserve Account Amount, taking into account the application of the proceeds of the proposed Advance on such Funding Date; (d) all limitations specified in Section 2.02 of this Agreement and the conditions set forth in Section 2.1(b) of the Sale and Servicing Agreement shall have been satisfied with respect to the making of such Advance; (e) no later than two (2) Business Days prior to the requested Funding Date, the Note Purchaser shall have received a properly completed Borrowing Base Certificate from the Servicer in the form of Exhibit A hereto and after giving effect to such Advance, the Borrowing Base Deficiency shall be zero; (f) no later than two (2) Business Days prior to the requested Funding Date, the Note Purchaser shall have received a properly completed and executed Advance Request pursuant to Section 2.03 hereof; (g) the Servicer shall have delivered to the Note Purchaser the Servicer’s Certificate for the immediately preceding Accrual Period pursuant to Section 4.9 of the Sale and Servicing Agreement; (h) an Officer’s Certificate from the Originator which certifies that: (i) the representations and warranties made by the ▇▇▇▇ Parties in the Basic Documents are true and correct as of the date of such requested Advance, with the same effect as though made on the date of such Advance; (ii) the ▇▇▇▇ Parties are in compliance with all covenants made by each such party in the Basic Documents (iii)such Advance will not cause there to be more than two Advances made in a calendar week; (iv) after giving effect to such Advance, the Invested Amount of the Note will not exceed the Maximum Invested Amount; (v) after giving effect to such Advance, the Borrowing Base Deficiency shall be equal to zero; (vi) Facility Termination Date shall not have occurred or will not occur as a result of making such Advance; and (vii) before and after giving effect to any addition of Receivables, no Event of Default, Funding Termination Event or Servicer Termination Event shall have occurred, or event, which with the giving of notice, the lapse of time or both shall constitute an Event of Default, Funding Termination Event or Servicer Termination Event, shall have occurred. or will occur as a result of the purchase of the Additional Receivables or the Advance by the Note Purchaser; (i) Lan Officer’s Certificate of the Servicer which provides that (i) after giving effect to the Advance, the weighted average of the aggregate Amount Financed under the Receivables over the aggregate “value” of such Financed Equipment (as determined by reference to the Standard Trade Price for new Financed Equipment and the Green Guide for used Financed Equipment), shall not exceed 95%, (ii) after giving affect to the Advance, there will be not less than 300 Obligors with Receivables in the pool of Receivables and (iii) the weighted average maturity of the outstanding Receivables shall not exceed 54 months; (j) except to the extent such information has previously been provided by the Originator, the Note Purchaser shall have received from the Originator (i) a state by state survey of the license and other regulatory requirements in each of the states in which the related Receivables were originated, which shall be in form and substance satisfactory to the Note Purchaser and its counsel, (ii) copies of all certificates and licenses required to be obtained by the Originator or the Servicer in order to do business in each of the states in which such Receivables were originated, and (iii) an Opinion of Counsel from ▇▇▇▇▇’s timely receipt of an Advance Request, together with all required supporting documentation; (ii) Written evidence that B▇ & ▇▇▇▇▇▇▇ has contributed a portion of B▇▇▇▇▇▇▇’s Equity LLP, with respect to the licensing, permitting and other regulatory requirements as set forth in the amount of $3,320,000.00 toward related survey and the construction of the Improvements of the Property; (iii) BorrowerOriginator’s deposit with Lender of a portion of the Guaranty Cash Collateral Reserve in the amount of $2,490,000.00; (iv) The Equity Reserve of $1,480,000.00 shall be on deposit with Lender; (v) The Debt Service Reserve shall remain on deposit with Lender in the amount of $1,950,000.00; (vi) If requested by L▇▇▇▇▇, the Title Company shall issue an endorsement to the Title Insurance Policy continuing the effective date of the Title Insurance Policy through the date of the Advance, insuring that there has been no change in the status of the title to the Property and increasing the amount of the Title Insurance Policy by the amount of the Advance being made in connection compliance therewith; (viik) L▇▇▇▇▇’s receipt of a satisfactory inspection report from Inspector; (viii) Lender the Issuer shall be satisfied that there has been no material adverse change in have delivered to the financial condition, properties or prospects of Borrower; (ix) Borrower shall provide Lender copies of (a) Builder’s Risk Insurance, pursuant to Section 5.17 below Note Purchaser such other documents and prior to any commencement of construction or acquisition of any materials to be used in connection with opinions as the Project; (b) copies of all remaining contracts with sub-contractors; and (c) all permits, management agreements and bonds further required herein in Section 5.13 and 5.20 hereinNote Purchaser may reasonably request; and (xl) L▇▇▇▇▇’s receipt of such other documents, instruments, information, agreements and certificates as Lender or (A) the Title Company may reasonably require. Hedge Agreement (xi) Borrower shall deliver a building permit in connection with the Improvements to Lender; (xii) Borrower shall deliver a certified copy of a construction contract with a general Contractor acceptable to Lender and providing for a fixed-price or guaranteed maximum price in an amount not greater than the amount allocated to construction in the Budget and otherwise containing terms and conditions acceptable to Lender, together with Contractor’s completion schedule and schedule of values (the “Construction Contract”); (xiii) Evidence that the Retainage Escrow Account has been established. (xiv) All of the requirements set forth herein in Section 2.6(ci) shall be deemed post-closing obligations in full force and effect and no termination event thereunder shall have occurred, (ii) shall provide that notional amount of Borrower the Hedge Agreement shall not begin to amortize prior to the three month anniversary of the Closing Date and (iii) shall include an amortization schedule which shall be satisfied upon L▇▇▇▇▇’s request calculated assuming zero losses and any Request for Advance may be delayed as zero prepayments; and (B) the Hedge Counterparty shall have a result of B▇▇▇▇▇▇▇’s failure to comply with same. Subject rating at least equal to the fulfillment then current S &P rating on Note. The giving of any notice pursuant to Section 2.03 shall constitute a representation and warranty by the Issuer and the Servicer that all conditions precedent to such Advance have been satisfied. During the period beginning on the Cutoff Date for the Receivables to be sold to be purchased and the related Funding Date, as applicable, there shall have occurred none of the requirements following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the NASDAQ; (ii) a suspension or material limitation in trading in the securities of Section 2.6(b)(iii)-(vthe Originator or an Affiliate thereof, if applicable; (iii) and a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (v) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the Note Purchaser judgment makes it impracticable or inadvisable to proceed with the related Advance or any other transaction contemplated by this Section 2.6(c) Lender shall fund each Advance not later than the 25th day of each calendar monthAgreement.