Conditions Precedent to Conversion. The conversion of all or a portion of the Variable Facility Commitment to the Fixed Facility Commitment is subject to the satisfaction of the following conditions precedent on or before the Closing Date:
(a) After giving effect to the requested conversion, the Coverage and LTV Tests will be satisfied;
(b) Prepayment by the Borrower in full of any Variable Advances Outstanding which the Borrower has designated for payment, together with any associated prepayment premiums and other amounts due with respect to the prepayment of such Variable Advances;
(c) The receipt by the Lender of an endorsement to each Title Insurance Policy, amending the effective date of the Title Insurance Policy to the Closing Date and showing no additional exceptions to coverage other than the exceptions shown on the Initial Closing Date and other exceptions approved by the Lender;
(d) Receipt by the Lender of one or more counterparts of each Conversion Document, dated as of the Closing Date, signed by each of the parties (other than the Lender) who is a party to such Conversion Document; and
(e) The satisfaction of all applicable General Conditions set forth in Article XI.
Conditions Precedent to Conversion. The right of the Borrower to convert all or a portion of the Revolving Facility Credit Commitment to the Base Facility Credit Commitment and the obligation of the Lender to deliver the Conversion Documents on the Closing Date are subject to the satisfaction of the following conditions precedent on or before the Closing Date:
(a) after giving effect to the requested conversion:
(i) the Aggregate Debt Service Coverage Ratio for the Trailing 12 Month Period is not less than the Minimum Aggregate Debt Service Coverage Ratio for the Trailing 12 Month Period;
(ii) the Aggregate Debt Service Coverage Ratio for the Trailing Three Month Period is not less than the Minimum Aggregate Debt Service Coverage Ratio for the Trailing Three Month Period; and
(iii) the Aggregate Loan to Value Ratio for the Trailing 12 Month Period is not greater than the Maximum Aggregate Loan to Value Ratio for the Trailing 12 Month Period.
(b) Payment by the Borrower in full of any Revolving Facility Advances Outstanding which the Borrower is obligated to pay under Section 5.03(c);
(c) If requested by the Lender, the receipt by the Lender of an endorsement to each Title Insurance Policy, amending the effective date of the Title Insurance Policy to the Closing Date and showing no additional exceptions to coverage other than the exceptions shown on the Initial Closing Date and other exceptions approved by the Lender;
(d) Receipt by the Lender of one or more counterparts of each Conversion Document, dated as of the Closing Date, signed by each of the parties (other than the Lender) who is a party to such Conversion Document; and
(e) The satisfaction of all General Conditions set forth in Article XI.
Conditions Precedent to Conversion. The conversion of all or a portion of the Variable Loan to a Fixed Loan is subject to the satisfaction of the following conditions precedent on or before the Closing Date:
(a) Receipt by Lender of the fully executed Conversion Request;
(b) After giving effect to the requested conversion, the Coverage and LTV Tests will be satisfied;
(c) If required by Lender, receipt by Lender of an endorsement to each Title Insurance Policy, amending the effective date of the Title Insurance Policy to the Closing Date and showing no additional exceptions to coverage other than the exceptions shown on the Initial Closing Date, Permitted Liens and other exceptions approved by Lender; and
(d) Receipt by Lender of one (1) or more executed, original counterparts of all Conversion Documents, dated as of the Closing Date, each of which shall be in full force and effect and in form and substance reasonably satisfactory to Lender in all respects.
Conditions Precedent to Conversion. The conversion of all or a portion of the Variable Facility Commitment to the Fixed Facility Commitment is subject to the satisfaction of the following conditions precedent on or before the Closing Date:
(a) After giving effect to the requested conversion, the Coverage and LTV Tests will be satisfied;
(b) Prepayment by Borrower in full of any Variable Advances Outstanding which Borrower has designated for payment, together with other amounts due with respect to the prepayment of such Variable Advances; and
(c) Receipt by Lender of one or more counterparts of each Conversion Document, dated as of the Closing Date, signed by each of the parties (other than Lender) to such Conversion Document.
Conditions Precedent to Conversion. The Project Debt of a Co-Borrower shall Convert to a term loan upon the satisfaction of the conditions precedent set forth in this Section 7.4:
(a) Lender shall have received a Conversion Date Base Case Model in form and substance reasonably satisfactory to it that demonstrates, among other matters, that the Co-Borrower will maintain the Minimum Debt Service Coverage Ratio through the Maturity Date.
(b) Such Co-Borrower shall have repaid to the Lender the principal amount of the Project Debt that may be required to meet the Minimum Debt Service Coverage Ratio, plus all accrued and unpaid Fees that may be due and owing. Such Co-Borrower shall have executed such amendments to the Note as may be deemed necessary by the Lender to reflect an amortization schedule over a period of time equal to the term of the PPA less two years, with a balloon payment of all outstanding principal and interest on the Maturity Date.
(c) Lender shall have received a certificate from the Parent, on behalf of such Co-Borrower, dated the date such Project Debt is proposed to be Converted, certifying that:
(i) each representation and warranty of the applicable Co-Borrower set forth in the Loan Documents is true and correct in all material respects as if made on such date (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date);
(ii) no Default or Event of Default has occurred and is continuing for such Co-Borrower or with regard to the Parent or the Sponsor Guaranty, or will result from the Conversion; and
(iii) each Project Document (other than those that have been fully and finally performed or have terminated in accordance with the terms thereof) and each Applicable Permit, in each case, with respect to the applicable Project, remains in full force and effect and no defaults have occurred and are continuing under any Project Document the effect of which could reasonably be expected to have a Material Adverse Effect.
(d) Such Co-Borrower shall have obtained and delivered to the Lender copies of all material Applicable Permits required for the ownership and operation of such Co-Borrower’s Project but not previously delivered by such Co-Borrower to the Lender in form and substance reasonably satisfactory to the Lender and a certificate executed by an Authorized Officer, in form and substance reasonably satisfactory to the Lender, certifying that all such Applicable Per...
Conditions Precedent to Conversion. The Conversion is subject to the satisfaction of the following conditions (collectively, the “Conversion Conditions”):
2.2.1 Receipt by Investor of evidence that merger control clearance by the German Federal Cartel Office (the “Bundeskartellamt”) has been obtained or such clearance is deemed to have been obtained under the German Act Against Restraints of Competition (“GWB”), in particular because of lapse, expiration or termination of the waiting period or because jurisdiction has been declined, without the transactions contemplated hereby having been prohibited by the Bundeskartellamt.
2.2.2 Expiration of all applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Acts of 1976, as amended (the “HSR Act”). The Company and Investor shall each use their commercially reasonable efforts to obtain the required approvals, consents, actions or nonactions, and/or the expiration or termination of applicable waiting periods under the HSR Act and GWB with respect to the Agreement, including using commercially reasonable efforts to make an appropriate response as promptly as reasonably practicable to any requests for additional information or documents by such government regulator. The Company and Investor shall cooperate with one another in connection with any such filing and in connection with resolving any investigation or other inquiry of any government regulator to achieve the satisfaction of the Conversion Conditions as soon as practicable after the Effective Date. The Company and Investor shall jointly determine and direct the strategy and process by which the parties will seek required approvals. To the extent not prohibited by law, the Company and Investor each shall furnish to the other party information reasonably required to resolve and respond to any such investigation, shall give each other reasonable prior notice of any communication with any government regulator and permit representatives of the other party to attend any such meeting or teleconference, and shall provide reasonable opportunity to review in advance and comment on drafts of filings and submissions. For the avoidance of doubt, neither the Company nor Investor shall be obliged to accept any remedies (i.e., conditions, obligations or other requirements, including, but not limited to any requirement to sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of its business, conduct, restrict operate, invest or othe...
Conditions Precedent to Conversion. Holder shall not be entitled to exercise its right to convert this Note as set forth in Section 3.3 unless and until: (a) Maker has become Current, (b) a period of forty-five (45) calendar days has elapsed since the date Maker became Current, (c) Maker has continued to be Current since the date Maker became Current and (d) Maker is Current when Holder exercises its right to convert this Note.
Conditions Precedent to Conversion. The conversion of the Senior Unsecured Bridge Loans into Senior Unsecured Term Loans on the Conversion Date is subject to no event of default in effect with respect to a payment or bankruptcy event of default of the Company. Issuer: The Company, in its capacity as the issuer of the Senior Unsecured Exchange Notes, is referred to as the “Issuer”.
Conditions Precedent to Conversion. Lender shall not be obligated to make the final Advance or complete Conversion until each of the following conditions has been received or satisfied, all in form and substance satisfactory to Lender:
Conditions Precedent to Conversion. The conversion of all or a portion of any Variable Advance to a Fixed Advance is subject to the satisfaction of the following conditions precedent on or before the Closing Date:
(a) After giving effect to the requested conversion, the Coverage and LTV Tests will be satisfied;
(b) To the extent not rate locked or spread locked prior to closing pursuant to an early rate lock certificate, delivery by Lender to Borrower of the Rate Form for the extended Advance;
(c) Prepayment by Borrower in full of any Variable Advances Outstanding which Borrower has designated for payment, together with other amounts due with respect to the prepayment of such Variable Advances; and
(d) Receipt by Lender of one or more counterparts of each Conversion Document, dated as of the Closing Date, signed by each of the parties (other than Lender) to such Conversion Document.
