Draw Procedures Clause Samples

Draw Procedures. Borrowers shall make periodic Draw requests at such frequency as Lender, in its sole discretion, may allow, which shall cover all amounts being requested hereunder, by providing Lender with all necessary Draw Affidavits, accompanied by all information, authorizations, and documents as Lender may request. If Lender is satisfied, based on its own inspections and other reliable information, that the development of the Project is progressing satisfactorily and in conformance with all applicable Laws and other requirements, and all other conditions to Draws set forth in this Agreement have been satisfied, including each of the conditions set forth in Section 4 above, Lender will disburse the requested Draw into an account of Borrowers. Lender shall not be required to fund any Draw unless, on the date such Draw is requested and to be made, Borrowers has fulfilled the following requirements to the satisfaction of Lender: (i) all other funds that are to be contributed or obtained from parties other than Lender and Borrowers have been funded as is provided for in the Budget; (ii) all representations and warranties contained herein or in any of the other applicable Loan Documents shall be true and correct; and

Draw Procedures. Issuing Bank shall require each Lender in respect of the LC Loans, and its participants and permitted assignees pursuant to Sections 12.14 and 12.15 of the Financing Agreement, respectively, to severally pay to Issuing Bank its respective Proportionate Share of all or any portion of any Drawing Payment made or to be made by Issuing Bank under any Letter of Credit by contacting Administrative Agent telephonically (promptly confirmed in writing) at any time after Issuing Bank has received notice of or request for such Drawing, and specifying the amount of such Drawing, such Lender’s Proportionate Share thereof, and the date on which such Drawing is to be made or was made and Administrative Agent shall promptly notify each Lender thereof; provided, however, that Issuing Bank shall not request such Lenders to make any payment in connection with any portion of a Drawing for which Issuing Bank has received a Reimbursement Payment from Borrower. Upon receipt of any such request for payment from Issuing Bank, such Lender shall pay to Issuing Bank such Lender’s Proportionate Share of the unreimbursed portion of such Drawing, together with interest thereon at a per annum rate equal to the Federal Funds Effective Rate from the date of such Drawing to the date on which such Lender makes payment. Such Lender’s obligation to make each such payment to Issuing Bank shall be absolute, unconditional and irrevocable, and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Default or Event of Default, or the failure of any other Lender to make any payment hereunder, and such Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. In the event that any Lender fails to make available to Issuing Bank the amount of its Proportionate Share in such LC Loan, Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate plus 3.00% (without any right to indemnification by such Lender from Borrower in respect of such interest). If any Reimbursement Payment is made by Borrower to Issuing Bank, Issuing Bank shall pay to such Lender which has paid its Proportionate Share of the Drawing such Lender’s Proportionate Share of the Reimbursement Payment and then retain the balance of such Reimbursement Payment.

Draw Procedures. The Loan Documents contain provisions relating to how and when the proceeds of the Loans are to be disbursed to or for the benefit of Borrower. Except as specifically and expressly modified by this Agreement, the requirements and conditions for disbursing funds under those Loan Documents are not superseded by this Agreement. The Lenders and Borrower agree, however, that the following unified draw procedures shall apply:

Draw Procedures. All Draws shall be made from time to time upon written application of the Contractor pursuant to a Draw Request. The Contractor shall submit Draw Requests to the City in accordance with the Approved Draw Schedule attached hereto as Exhibit G-1, covering work performed since the prior Draw Request. Each Draw Request shall constitute a representation and warranty by the Contractor to the City that (a) the work performed and the materials supplied as of the date thereof are in accordance with the Construction Documents, this Agreement, (b) the work and materials for which payment is requested have been physically incorporated into the Project Scope, (c) the value is as stated, (d) the work and materials conform with all applicable rules and regulations of the public authorities having jurisdiction, (e) payment for the items described in such Draw Request has been made by the Contractor, (f) such Draw Request is consistent with this Agreement, and (g) no Event of Default or event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default has occurred and is continuing.

Draw Procedures. (a) The Company shall provide written notice (each such notice, a “Draw Notice”) to the Purchaser of its request to draw on the Commitment, and accordingly to sell Notes to the Purchaser. The Draw Notice shall specify the principal amount of Notes requested to be sold by the Company and purchased by the Purchaser(which amount shall be at least $200.0 million and integral multiples of $1.0 million in excess thereof (or, if less, the Remaining Commitment) and no greater than the then Remaining Commitment, such amount of Notes the “Draw Amount”) and the requested issuance date for such Notes. The Draw Notice shall also set forth the amount of cash and cash equivalents on the balance sheet of Holdings calculated in accordance with GAAP as of the most recent month-end for which internal financial statements are available less the principal amount of letters of credit drawn and unreimbursed under the LC Facility as of the date of the Draw Notice (the “Net Liquidity Amount”). Unless otherwise agreed in writing by the Purchaser, the Company shall only be entitled to deliver a Draw Notice if at the time of delivery of the Draw Notice the Net Liquidity Amount is, or prior to the applicable Closing is reasonably expected to be, less than $1.0 billion. The principal amount of the Notes specified in any Draw Notice shall be no less than $200.0 million and, if greater than $200.0 million, no greater than an amount sufficient to cause, or reasonably be expected to cause, the Net Liquidity Amount to equal $1.0 billion on a pro forma basis after giving effect to the receipt of proceeds from the issuance of the applicable Notes. Unless otherwise agreed in writing by the Purchaser, the Company shall only be entitled to deliver one Draw Notice during any four (4)-month period. Notwithstanding anything herein to the contrary, prior to April 1, 2020 the Purchaser shall only be obligated to purchase up to $300.0 million aggregate principal amount of Notes from the Company. (b) The Purchaser may deliver a notice (a “Syndication Notice”) to the Company within thirty (30) days of receipt of the Draw Notice notifying the Company that the Purchaser intends to engage an investment bank or investment banks to offer and sell the Notes in the amount of the Draw Amount or any portion thereof to third-party investors pursuant to Rule 144A, Rule 4(a)(2) or Regulation D (a “Syndicated Private Placement Offering”). In the event that the Purchaser delivers a Syndication Notice, the marketing p...

Draw Procedures. Subject to compliance by Borrower with all of the terms, provisions and conditions of this Agreement, all advances of the Note Funding shall be made as provided by the following procedures:

Draw Procedures. The Company shall provide written notice (each such notice, a “Draw Notice”) to the Purchaser of its request to draw on the Commitment or any portion thereof, and accordingly, to sell Notes to the Purchaser. The Draw Notice shall specify (i) the principal amount of Notes requested to be sold by the Company and purchased by the Purchaser (which amount shall be at least $50.0 million) and (ii) the requested issuance date for such Notes. During the Draw Period, the Company shall not be entitled to deliver a Draw Notice within 30 days of the most recently delivered Draw Notice.

Draw Procedures. Upon the satisfaction of the following conditions and requirements (which, together with the requirements set forth in paragraph 5 shall be referred to herein as the "Draw Procedures"), as of the time of any draw request from GB, Escrow Agent shall disburse to GB from the Escrow Amount the sum requested by the draw request, V.for application by GB in the manner required by the Construction Management Agreement and the Construction Contract: (a) Each draw request shall be submitted to GB by Contractor on AIA forms, together with such supporting evidence as is required by the Construction Contract. GB shall deliver to Escrow Agent (with a copy to Armor), a copy of such draw request, together with the supporting documentation required herein or by the Construction Contract with a letter from GB stating that GB has reviewed and approved the draw request as required by the terms of the Construction Management Agreement. The draw request shall be executed by the Architect to certify: (i) that the construction of the Project theretofore completed has been performed in accordance with the applicable plans and specifications; (ii) the amount of work that has been theretofore completed for each item for which a draw request has been submitted; and (iii) the remaining amount estimated to be incurred to complete each item of the improvements as set forth in the Construction Contract. (b) GB shall deliver to Escrow Agent (with a copy to Armor) a waiver of lien rights through the date of the draw request from the Contractor and from all subcontractors in connection with the portion of Project which theretofore has been constructed. (c) GB shall deliver to Escrow Agent (with a copy to Armor) a title check down from Commonwealth Land Title Insurance Company showing that no liens have been filed against the Property pursuant to the Notice of Commencement to be recorded with respect to the Project. (d) Escrow Agent shall make disbursements no more frequently than once a month and each draw request shall be submitted to Escrow Agent at least eight (8) business days prior to the date of the requested advance.

Draw Procedures