Amendments to the Note Purchase Agreement. The Note Purchase Agreement is hereby amended as follows:
(a) the definitions of "Agreement Condition" and "Build-Out Agreement" are hereby deleted from Section 1.01 of the Note Purchase Agreement;
(b) Section 2.01 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Amendments to the Note Purchase Agreement. Upon the execution and delivery of this Amendment and satisfaction of the conditions precedent set forth herein, the definition of “Maximum Note Principal Balance” in Section 1.01 of the Note Purchase Agreement is hereby amended and restated in its entirety as follows:
Amendments to the Note Purchase Agreement i. The following definition of the capitalized term “Date Certain” in Schedule B to the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Amendments to the Note Purchase Agreement i. Section 4.2.7 is hereby amended and restated in its entirety to read as follows:
Amendments to the Note Purchase Agreement. (a) Section 1.1 of the Note Purchase Agreement is hereby amended by amending and restating the following definition in its entirety:
Amendments to the Note Purchase Agreement. Effective on the effective date of this Amendment, the Note Purchase Agreement is amended as follows:
(A) A new Section 1.6B is added to the Note Purchase Agreement to read as follows:
Amendments to the Note Purchase Agreement. Pursuant to Section 17.1(a) of the Note Purchase Agreement, the Purchasers agree that:
(a) Section 4.2.1(c) of the Note Purchase Agreement is hereby amended by deleting the text of such Section in its entirety and replacing such text with the following: “At least two Business Days prior to the proposed date of a Drawdown consisting in whole or in part of proceeds of the Notes, the Company shall have provided each of the Holders (with a copy to the Independent Engineer) with a certificate confirming that COD has occurred with respect to the Systems being funded under the requested Drawdown and signed by an authorized representative of the Company, substantially in the form of Exhibit 4.2.1(c) (the “Company’s COD Certificate”).”
(b) Section 4.2.1(d) of the Note Purchase Agreement is hereby amended by deleting the text of such Section in its entirety and replacing such text with the following: “At least one Business Day prior to the proposed date of a Drawdown consisting in whole or in part of proceeds of the Notes, the Independent Engineer shall have provided each of the Holders with a certificate dated the date of delivery of such certificate, confirming that COD has occurred with respect to the Systems being funded under the requested Drawdown, substantially in the form of Exhibit 4.2.1(d) (the “Independent Engineer’s COD Certificate”).”
(c) Section 4.2.8 of the Note Purchase Agreement is hereby amended by deleting the text of such Section in its entirety and replacing such text with the following:
Amendments to the Note Purchase Agreement. 1.1 AMENDMENT TO SECTION 1.1:
Amendments to the Note Purchase Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 below, and effective as of such date, the parties hereto agree that the Note Purchase Agreement is hereby amended as follows:
(a) Section 10.1(l) of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Amendments to the Note Purchase Agreement. As of the Effective Date (defined below), subject to the satisfaction of the conditions precedent set forth in Section 5 below, the Note Purchase Agreement is hereby amended as follows:
3.1. As of the date of this Amendment and Supplemental Indenture, the Note Purchase Agreement, including all exhibits and schedules, is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth on the pages of the Note Purchase Agreement attached as Appendix A hereto.
3.2. Upon the Effective Date (as defined below), Banner Trust shall be a party to the Note Purchase Agreement as a “Conduit Purchaser” and a “TD Bank Owner,” in each case for the Ownership Group consisting of the TD Bank Owners, and the information related to Banner Trust as a Conduit Purchaser for such Ownership Group shall be identified in Schedule I to the conformed version of the Note Purchase Agreement attached as Appendix A hereto. The Ownership Group relating to the TD Bank Owners, including Banner Trust, shall be deemed to have the Ownership Group Commitment and Ownership Group Percentage specified in Schedule I to the conformed version of the Note Purchase Agreement attached as Appendix A hereto. As of the Amendment Date, Banner Trust shall (A) be a party to the Note Purchase Agreement and the other Transaction Documents to which the Owners are a party, (B) be a “Conduit Purchaser” and a “TD Bank Owner” for all purposes of the Note Purchase Agreement and the other Transaction Documents to which the Owners are a party, and (C) have the rights and obligations of a Conduit Purchaser under the Note Purchase Agreement and the other Transaction Documents to which the Owners are a party.
