Common use of Conditions Precedent to Extension Elections Clause in Contracts

Conditions Precedent to Extension Elections. It shall be a condition to each applicable extension of the Series 2019-1 Class A-1 Notes Renewal Date that, in the case of Section 3.6(b)(i), on the Quarterly Payment Date occurring in September 2024, or in the case of Section 3.6(b)(ii), on the Quarterly Payment Date occurring in September 2025 (a) either (x) the rating assigned to the Series 2019-1 Class A-2 Notes by S&P Global Ratings has not been downgraded below “BBB” or withdrawn or (y) if such rating has been downgraded below “BBB” or withdrawn, such downgrade or withdrawal was caused primarily by the bankruptcy, insolvency or other financial difficulty experienced by any entity other than an Affiliate of TWC and (b) all Class A-1 Extension Fees shall have been paid on or prior to such Quarterly Payment Date. Any notice given pursuant to Section 3.6(b)(i) or (ii) of this Series Supplement shall be irrevocable; provided that if the conditions set forth in this Section 3.6(b)(iii) are not met as of the applicable extension date, the election set forth in such notice shall automatically be deemed ineffective. For the avoidance of doubt, no consent of the Trustee, the Control Party, the Series 2019-1 Class A-1 Administrative Agent or any Noteholder shall be necessary for the effectiveness of the Series 2019-1 Extension Elections.

Conditions Precedent to Extension Elections. It shall be a condition to each applicable extension of the Series 20192021-1 Class A-1 Notes Renewal Date that, in the case of Section 3.6(b)(i), on the Quarterly Payment Date occurring in September 20242026, or in the case of Section 3.6(b)(ii), on the Quarterly Payment Date occurring in September 2025 2027 (a) either (x) the rating assigned to the Series 20192021-1 Class A-2 Notes by S&P Global Ratings has not been downgraded below “BBB” or withdrawn or (y) if such rating has been downgraded below “BBB” or withdrawn, such downgrade or withdrawal was caused primarily by the bankruptcy, insolvency or other financial difficulty experienced by any entity other than an Affiliate of TWC and (b) all Class A-1 Extension Fees shall have been paid on or prior to such Quarterly Payment Date. Any notice given pursuant to Section 3.6(b)(i) or (ii) of this Series Supplement shall be irrevocable; provided that if the conditions set forth in this Section 3.6(b)(iii) are not met as of the applicable extension date, the election set forth in such notice shall automatically be deemed ineffective. For the avoidance of doubt, no consent of the Trustee, the Control Party, the Series 20192021-1 Class A-1 Administrative Agent or any Noteholder shall be necessary for the effectiveness of the Series 20192021-1 Extension Elections.

Conditions Precedent to Extension Elections. It shall be a condition to each applicable extension the extensions of the Series 2019-1 Class A-1 Notes Renewal Date that, in the case of Section 3.6(b)(i), on the Quarterly Payment Date occurring in September August 2024, or in the case of Section 3.6(b)(ii), on the Quarterly Payment Date occurring in September August 2025 (a) either (x) the rating assigned to the Series 2019-1 Class A-2 Notes by S&P Global Ratings has not been downgraded below “BBB” or withdrawn or (y) if such rating has been downgraded below “BBB” or withdrawn, such downgrade or withdrawal was caused primarily by the bankruptcy, insolvency or other financial difficulty experienced by any entity other than an Affiliate of TWC DBI and (b) all Class A-1 Extension Fees shall have been paid on or prior to such Quarterly Payment Date. Any notice given pursuant to Section 3.6(b)(i) or (ii) of this Series Supplement shall be irrevocable; provided that if the conditions set forth in this Section 3.6(b)(iii) are not met as of the applicable extension date, the election set forth in such notice shall automatically be deemed ineffective. For the avoidance of doubt, no consent of the Trustee, the Control Party, Trustee or the Series 2019-1 Class A-1 Administrative Agent or any Noteholder shall be necessary for the effectiveness of the Series 2019-1 Extension Elections.

Conditions Precedent to Extension Elections. It shall be a condition to each applicable extension the effectiveness of the Series 20192018-1 Class A-1 Notes Renewal Date Extension Elections that, in the case of Section 3.6(b)(i)the Series 2018-1 First Extension Election, on the Quarterly Payment Date occurring in September 2024December 2021 or, or in the case of Section 3.6(b)(ii)the Series 2018-1 Second Extension Election, on the Quarterly Payment Date occurring in September 2025 December 2022, that (a) either the DSCR is greater than or equal to 2.25:1.00 (xcalculated as of the most recent Quarterly Calculation Date), (b) the rating assigned to the Series 20192018-1 Class A-2 A-1 Notes by S&P Global Ratings the Rating Agency has not been downgraded below “BBB” (or the structured finance equivalent) or withdrawn or (y) if such rating has been downgraded below “BBB” or withdrawn, such downgrade or withdrawal was caused primarily by the bankruptcy, insolvency or other financial difficulty experienced by any entity other than an Affiliate of TWC and (bc) all Class A-1 Extension Fees shall have been paid on or prior to such Quarterly Payment Date. Any notice given pursuant to Section 3.6(b)(i) or (ii) of this Series Supplement shall be irrevocable; provided that if the conditions set forth in this Section 3.6(b)(iii) are not met as of the applicable extension date, the election set forth in such notice shall automatically be deemed ineffective; provided that if, notwithstanding the notice certifying the satisfaction of the relevant conditions set forth in this Section 3.6(b)(iii) for any extension, the conditions set forth in this Section 3.6(b)(iii) are not met as of the applicable extension date, the election set forth in such notice shall automatically be deemed ineffective and such extension shall automatically be deemed null and of no force and effect. For the avoidance of doubt, no consent of the Trustee, the Control Party, the Controlling Class Representative, the Series 20192018-1 Class A-1 Administrative Agent Agent, any Noteholder or any Noteholder other Secured Party shall be necessary for the effectiveness of the Series 20192018-1 First Extension ElectionsElection or the Series 2018-1 Second Extension Election.

Conditions Precedent to Extension Elections. It shall be a condition to each applicable extension of the Series 20192022-1 Class A-1 Notes Renewal Date that, in the case of Section 3.6(b)(i)) of this Series Supplement, on the Quarterly Payment Date occurring in September 2024December 2026, or in the case of Section 3.6(b)(ii)) of this Series Supplement, on the Quarterly Payment Date occurring in September 2025 December 2027 (a) the DSCR is greater than or equal to 2.00x (calculated with respect to the most recently ended Quarterly Collection Period); (b) either (x) the rating assigned to the Series 20192022-1 Class A-2 Notes by (x) S&P Global Ratings has not been downgraded below “BBB-” or withdrawn and (y) by KBRA has not been downgraded below “BBB” or withdrawn or (y) if such rating has been downgraded below “BBB” or withdrawn, such downgrade or withdrawal was caused primarily by the bankruptcy, insolvency or other financial difficulty experienced by any entity other than an Affiliate of TWC ; and (bc) all Class A-1 Extension Fees shall have been paid on or prior to such Quarterly Payment Date. Any notice given pursuant to Section 3.6(b)(i) or (ii) of this Series Supplement shall be irrevocable; provided that if the conditions set forth in this Section 3.6(b)(iii) are not met as of the applicable extension date, the election set forth in such notice shall automatically be deemed ineffective. For the avoidance of doubt, no consent of the Trustee, the Control Party, the Series 2019-1 Class A-1 Administrative Agent or any Noteholder shall be necessary for the effectiveness of the Series 20192022-1 Extension Elections.

Conditions Precedent to Extension Elections. It shall be a condition to each applicable extension the effectiveness of the Series 20192020-1 Class A-1 Notes Renewal Date Extension Elections that, in the case of Section 3.6(b)(i)the Series 2020-1 First Extension Election, on the Quarterly Payment Date occurring in September 2024December 2025 or, or in the case of Section 3.6(b)(ii)the Series 2020-1 Second Extension Election, on the Quarterly Payment Date occurring in September 2025 December 2026, that (a) either the DSCR is greater than or equal to 2.25:1.00 (xcalculated as of the most recent Quarterly Calculation Date), (b) the rating assigned to the Series 20192020-1 Class A-2 A-1 Notes by S&P Global Ratings the Rating Agency has not been downgraded below “BBB” (or the structured finance equivalent) or withdrawn or (y) if such rating has been downgraded below “BBB” or withdrawn, such downgrade or withdrawal was caused primarily by the bankruptcy, insolvency or other financial difficulty experienced by any entity other than an Affiliate of TWC and (bc) all Class A-1 Extension Fees shall have been paid on or prior to such Quarterly Payment Date. Any notice given pursuant to Section 3.6(b)(i) or (ii) of this Series Supplement shall be irrevocable; provided that if the conditions set forth in this Section 3.6(b)(iii) are not met as of the applicable extension date, the election set forth in such notice shall automatically be deemed ineffective; provided that if, notwithstanding the notice certifying the satisfaction of the relevant conditions set forth in this Section 3.6(b)(iii) for any extension, the conditions set forth in this Section 3.6(b)(iii) are not met as of the applicable extension date, the election set forth in such notice shall automatically be deemed ineffective and such extension shall automatically be deemed null and of no force and effect. For the avoidance of doubt, no consent of the Trustee, the Control Party, the Controlling Class Representative, the Series 20192020-1 Class A-1 Administrative Agent Agent, any Noteholder or any Noteholder other Secured Party shall be necessary for the effectiveness of the Series 20192020-1 First Extension ElectionsElection or the Series 2020-1 Second Extension Election.

Conditions Precedent to Extension Elections. It shall be a condition to each applicable extension the extensions of the Series 20192017-1 Class A-1 Notes Renewal Date that, in the case of Section 3.6(b)(i), on the Quarterly Payment Date occurring in September 2024November 2022, or in the case of Section 3.6(b)(ii), on the Quarterly Payment Date occurring in September 2025 November 2023 (a) either (x) the rating assigned to the Series 20192017-1 Class A-2 Notes by S&P Global Ratings has not been downgraded below “BBB” or withdrawn or (y) if such rating has been downgraded below “BBB” or withdrawn, such downgrade or withdrawal was caused primarily by the bankruptcy, insolvency or other financial difficulty experienced by any entity other than an Affiliate of TWC DBI and (b) all Class A-1 Extension Fees shall have been paid on or prior to such Quarterly Payment Date. Any notice given pursuant to Section 3.6(b)(i) or (ii) of this Series Supplement shall be irrevocable; provided that if the conditions set forth in this Section 3.6(b)(iii) are not met as of the applicable extension date, the election set forth in such notice shall automatically be deemed ineffective. For the avoidance of doubt, no consent of the Trustee, Trustee or the Control Party, the Series 2019-1 Class A-1 Administrative Agent or any Noteholder shall be necessary for the effectiveness of the Series 20192017-1 Extension Elections.

Conditions Precedent to Extension Elections. It shall be a condition to each applicable extension of the Series 20192018-1 Class A-1 Notes Renewal Date that, in the case of Section 3.6(b)(i), on the Quarterly Payment Date occurring in September 2024March 2023, or in the case of Section 3.6(b)(ii), on the Quarterly Payment Date occurring in September 2025 March 2024 (a) either (x) the rating assigned to the Series 20192018-1 Class A-2 Notes by S&P Global Ratings has not been downgraded below “BBB” or withdrawn or (y) if such rating has been downgraded below “BBB” or withdrawn, such downgrade or withdrawal was caused primarily by the bankruptcy, insolvency or other financial difficulty experienced by any entity other than an Affiliate of TWC and (b) all Class A-1 Extension Fees shall have been paid on or prior to such Quarterly Payment Date. Any notice given pursuant to Section 3.6(b)(i) or (ii) of this Series Supplement shall be irrevocable; provided that if the conditions set forth in this Section 3.6(b)(iii) are not met as of the applicable extension date, the election set forth in such notice shall automatically be deemed ineffective. For the avoidance of doubt, no consent of the Trustee, the Control Party, the Series 2019-1 Class A-1 Administrative Agent or any Noteholder shall be necessary for the effectiveness of the Series 20192018-1 Extension Elections.

Conditions Precedent to Extension Elections. It shall be a condition to each applicable extension of the Series 20192018-1 Class A-1 Notes Renewal Date that, in the case of Section 3.6(b)(i), on the Quarterly Payment Date occurring in September 20242023, or in the case of Section 3.6(b)(ii), on the Quarterly Payment Date occurring in September 2025 2024 (a) the DSCR is greater than or equal to 2.00x (calculated with respect to the most recently ended Quarterly Collection Period); (b) either (x) the rating assigned to the Series 20192018-1 Class A-2 Notes by (x) S&P Global Ratings has not been downgraded below “BBB-” or withdrawn and (y) by KBRA has not been downgraded below “BBB” or withdrawn or (y) if such rating has been downgraded below “BBB” or withdrawn, such downgrade or withdrawal was caused primarily by the bankruptcy, insolvency or other financial difficulty experienced by any entity other than an Affiliate of TWC ; and (bc) all Class A-1 Extension Fees shall have been paid on or prior to such Quarterly Payment Date. Any notice given pursuant to Section 3.6(b)(i) or (ii) of this Series Supplement shall be irrevocable; provided that if the conditions set forth in this Section 3.6(b)(iii) are not met as of the applicable extension date, the election set forth in such notice shall automatically be deemed ineffective. For the avoidance of doubt, no consent of the Trustee, the Control Party, the Series 2019-1 Class A-1 Administrative Agent or any Noteholder shall be necessary for the effectiveness of the Series 20192018-1 Extension Elections.

Conditions Precedent to Extension Elections. It shall be a condition to each applicable extension the effectiveness of the Series 20192020-1 Class A-1 Notes Renewal Date Extension Elections that, in the case of Section 3.6(b)(i)the Series 2020-1 First Extension Election, on the Quarterly Payment Date occurring in September 2024July 2025, or and in the case of Section 3.6(b)(ii)the Series 2020-1 Second Extension Election, on the Quarterly Payment Date occurring in September 2025 July 2026: (a) either the DSCR is greater than or equal to 2.75x (xcalculated as of the most recent Quarterly Calculation Date), (b) the rating assigned to the Series 20192020-1 Class A-2 Notes by S&P Global Ratings (x) KBRA has not been downgraded below “BBBBBB-” or withdrawn or and (y) if such rating S&P has not been downgraded below “BBBBBB-” (or, in each case, the structured finance equivalent) or withdrawn, such downgrade withdrawn by KBRA or withdrawal was caused primarily by the bankruptcy, insolvency or other financial difficulty experienced by any entity other than an Affiliate of TWC S&P and (bc) all Class A-1 Extension Fees shall have been paid on or prior to such Quarterly Payment Date. Any notice given pursuant to Section 3.6(b)(i) or (ii) of this Series Supplement shall be irrevocable; provided that if the conditions set forth in this Section 3.6(b)(iii) are not met as of the applicable extension date, the election set forth in such notice shall automatically be deemed ineffective. For the avoidance of doubt, no consent of the Trustee, the Control Party, the Controlling Class Representative, the Series 20192020-1 Class A-1 Administrative Agent Agent, any Noteholder or any Noteholder other Secured Party shall be necessary for the effectiveness of the Series 20192020-1 First Extension ElectionsElection or the Series 2020-1 Second Extension Election.