Subsequent Fundings Clause Samples

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 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. 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 3/5ths of the Loan Amount. On the second Subsequent Funding Date, the WCMA Line of Credit will be reduced to an amount equal to 2/5ths of the Loan Amount; and on the third Subsequent Funding Date the WCMA Line of Credit will be reduced to an amount equal to 1/5th of the Loan Amount.

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. (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. (a) In the event it is determined by the Manager that funds are required (i) in connection with any of the purposes set forth in Section 2.4, (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, then the Manager shall give written notice (a “Call Notice”) to each of the Members specifying the aggregate amount of the funds required (the “Call Amount”) and each Member’s Percentage Interest at such time. Each of the Members shall have the right, but not the obligation, within ten (10) days after delivery of the Call Notice, to fund any such further Capital Contributions in an amount equal to its respective Percentage Interest (at such time) of such Call Amount. Promptly thereafter, the Majority Member shall make an additional Capital Contribution equal to the positive difference of such Call Amount minus the portion thereof that was actually funded by Attollo, and the Members’ Percentage Interests shall be adjusted accordingly. (b) In the event it is determined by the Manager that funds are required to pay for Necessary Expenses, then in lieu of issuing a Call Notice pursuant to Section 5.2(a), the Manager may elect (in its sole discretion) to give written notice (a “Special Call Notice”) to each of the Members specifying the aggregate amount of the funds required (the “Special Call Amount”) and each Member’s Percentage Interest at such time. Each of the Members shall have the right, but not the obligation, within ten (10) days after delivery of the Special Call Notice, to fund any such further Capital Contributions in an amount equal to its respective Percentage Interest (at such time) of such Special Call Amount. Promptly thereafter, the Majority Member shall make an additional Capital Contribution equal to the positive difference of such Special Call Amount minus the portion thereof that was actually funded by Attollo. Capital Contributions funded pursuant to this Section 5.2(b) shall be known as “Special Contributions” and shall not affect a Member’s Percentage Interest. (c) No Member shall be required to make a Capital Contribution except as provided in this Agreement.

Subsequent Fundings. (a) Each of the Members hereby acknowledges and agrees that the Earn-Out Distributions shall, to the extent required, be distributed (and, pursuant to Section 6.8(e), be deemed to have been distributed) to the PAV Member in accordance with the provisions of Section 6.8. To accomplish the foregoing, the Manager shall require that the Members make further Capital Contributions pursuant to this Section 5.2(a) in such amounts as necessary to allow the Company to distribute the entire amount of such Earn-Out Distributions (taking into account the provisions of Section 6.8(e)) required pursuant to Section 6.8 (if any). If Earn-Out Distributions are required to be made by the Company pursuant to Section 6.8, then, within ten (10) days after written notice from the Manager, (i) the Majority Member shall make a further Capital Contribution in an amount equal to seventy-five percent (75%) of such Earn-Out Distribution and (ii) as of the date that the Majority Member actually funds the foregoing amount, the PAV Member shall be deemed to have made a further Capital Contribution in an amount equal to twenty-five percent (25%) of such Earn-Out Distribution, which Capital Contributions shall be distributed (or, in the case of the PAV Member’s deemed Capital Contribution, deemed to have been distributed) in accordance with Section 6.8. (b) Upon the closing of the acquisition of any Investment Opportunity in accordance with the terms hereof, (i) as set forth in Section 10.1(d), each Member will receive credit for having made a Capital Contribution in the amount of all Outstanding Pursuit Costs funded by such Member prior to the date of such closing, and (ii) each Member shall make additional Capital Contributions (or, if applicable, receive a portion of the other Member’s Capital Contributions as a special Distribution) in the amounts necessary so that upon the consummation of the acquisition of such Investment Opportunity, each Member shall have funded its Contribution Percentage of the sum of all Outstanding Pursuit Costs and additional closing costs required in connection with the acquisition of such Investment Opportunity. (c) In the event it is determined by the Manager that funds are required other than in connection with the purposes set forth in Sections 5.2(a) and 5.2(b), but rather (i) to pay for fees, costs or expenses payable by the Company pursuant to this Agreement or (ii) otherwise to meet the Company’s then existing obligations, then within ten (10) days af...

Subsequent Fundings. Upon the terms and subject to the conditions herein set forth, provided that the Termination Date shall not have occurred, the Company may, at its option, or the Bank Investors shall (in accordance with Section 5.9 hereof), if so requested by the Company, 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, on the Business Day by 12:00 p.m. (New York time) prior to the related Subsequent Funding Date, provide the Agent with a written notice in substantially the form of Exhibit C (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). Subsequent Fundings shall not occur more than twice per week. The Agent will promptly notify the Company or each of the Bank Investors, as the case may be, of the Agent's receipt of any Subsequent Funding Notice to be made to the Agent on behalf of such Person. To the extent that any such Subsequent Funding is requested of the Agent on behalf of the Company, the Company shall instruct the Agent to accept or reject such offer by notice given to the Issuer and the Agent by telephone or telecopy by no later than the close of its business on the Business Day following its receipt of any such request. The parties hereto understand that in no event shall the Net Investment be held by the Agent on behalf of the Company and the Bank Investors simultaneously, except in the case of an assignment to a Bank Investor pursuant to Section 5.9(f) hereof.

Subsequent Fundings. From time to time following the Closing Date, and subject to the conditions set forth in Section 2.2.3 and Section 3.2, subsequent issuances of Notes shall be accompanied by additional rights to the Company’s Monetization Revenues that shall increase the economics of the Revenue Stream as specified pursuant to the terms hereof. Amounts representing the purchase price of any such subsequently issued Notes and rights shall be allocated pursuant to the rules of Treas. Reg. section 1.1273-2(h), provided that such allocation shall be reasonably acceptable to the Issuer and the Purchasers. Irrespective of such allocation, such subsequent acquisitions of rights to the Company’s Monetization Revenues shall increase the Revenue Stream Basis by an amount equal to 5% of the total amount funded with respect to the Notes and Revenue Stream on such subsequent issue date (calculated prior to taking into account any Structuring Fee payable in connection with such funding).