Common use of Execution Date Conditions Precedent Clause in Contracts

Execution Date Conditions Precedent. The execution and delivery by the Investor and the Bloom Member of this Agreement on the Execution Date signifies that the following conditions have been satisfied or waived by the Investor and the Bloom Member, as applicable (“Execution Date Conditions Precedent”): (a) Investor has received fully executed copies of this Agreement, the PUMA, the Company ASA, the Facility Company ASA, the Forbearance Agreement and the Facility Company LLC Agreement, and Exelon has received a fully executed copy of the Mitigation Agreement, each in form and substance reasonably satisfactory to such Investor, and each is in full force and effect; (b) Investor has received a legal opinion of [***], as counsel to the Bloom Member with respect to [***], in form and substance reasonably satisfactory to the Investor; (c) Investor has received the Insurance Report, in form and substance reasonably satisfactory to it; (d) Investor has received a tax opinion from [***], which opinion shall be in form and substance reasonably satisfactory to the Investor; (e) Investor has received necessary approval from its internal investment committee, board of directors or other governing body, as applicable, to enter into the [***] Confidential Treatment Requested transactions contemplated hereunder and to make the capital contributions and payments in accordance with Article Two, subject only to the satisfaction or waiver of the conditions set forth in Section 6.2; (f) Investor has received (i) an incumbency certificate dated as of the Execution Date from the Facility Entities, and the Bloom Member, (ii) a good standing certificate of the Facility Entities, and the Bloom Member, each dated as of a recent date, from the applicable Secretary of State, (iii) resolutions of the board of directors, or other equivalent governing body, of the Facility Entities, and the Bloom Member authorizing and approving the execution of this Agreement, the other Investment Documents and the transactions contemplated hereunder certified by a secretary or an assistant secretary as of the Execution Date, and (iv) formation documents certified by a secretary or an assistant secretary as of the Execution Date, in each case, unless otherwise noted, of the Bloom Member and the Facility Entities as are customary for transactions of this type, each of which shall be reasonably satisfactory to the Investor; (g) such Investor has received an affidavit of non-foreign status from the Bloom Member dated the Execution Date that complies with Section 1445 of the Code; (h) the Flow of Funds for the Execution Date shall have been executed and delivered by the Bloom Member to the Investor; (i) such Investor has received the Base Case Model, in form and substance reasonably satisfactory to it; (j) Investor has received copies of searches of all financing statements of public record and of judgment, litigation and tax lien records that relate or pertain to the Facilities, the Company and the Facility Company; (k) Investor has received reasonably satisfactory evidence of the transfer of the membership interests in the Facility Company from the Bloom Member to the Company; (l) Investor has received fully executed copies of the Financing Documents; (m) Investor has received the Independent Engineer Report and a letter executed by the Independent Engineer substantially in the form attached at Exhibit E, permitting the Investor to rely on such Independent Engineer Report, if such Independent Engineer Report is not addressed to the Investor, in each case in form and substance reasonably satisfactory to the Investor; (n) the Bloom Member has received (i) an incumbency certificate dated as of the Execution Date from the Investor, (ii) a good standing certificate of the Investor, each dated as of a recent date, from the applicable Secretary of State, (iii) resolutions of the board of directors, or other equivalent governing body, of the Investor authorizing and approving the execution of this Agreement, the other Investment Documents to which the Investor is a party and the transactions contemplated hereunder certified by a secretary or an assistant secretary as of the Execution Date, and (iv) formation documents certified by a secretary or an assistant secretary as of the Execution Date, in each case, unless otherwise noted, of the Investor as are customary for transactions of this type, each of which shall be reasonably satisfactory to the Bloom Member; (o) the Bloom Member has received a legal opinion of outside or in-house counsel of the Investor with respect to the enforceability of this Agreement, in form and substance reasonably satisfactory to Bloom Member; and (p) Investor has received a fully executed copy of the Bloom Guarantee, in form and substance reasonably satisfactory to the Investor, which is in full force and effect.

Execution Date Conditions Precedent. The execution and delivery by the Investor and the Bloom Member of this Agreement on the Execution Date signifies that the following conditions have been satisfied or waived by the Investor and the Bloom Member, as applicable (“Execution Date Conditions Precedent”): (a) Investor has received fully executed copies of this Agreement, the A&R PUMA, the Company ASA, the Facility Company ASA, the Forbearance Interparty Agreement and the Facility Company LLC Agreement, and Exelon has received a fully executed copy of the Mitigation Agreement, each in form and substance reasonably satisfactory to such Investor, and each is in full force and effect; (b) Investor has received a legal opinion of [***], ] as counsel to the Bloom Member with respect to [***], ] in form and substance reasonably satisfactory to the Investor; (c) Investor has received the Insurance Report, in form and substance reasonably satisfactory to it, and a letter executed by the Insurance Consultant permitting the Investor to rely on such Insurance Report, if such Insurance Report is not addressed to the Investor; (d) Investor has received a tax opinion from [***], ] which opinion shall be in form and substance reasonably satisfactory to the Investor; (e) Investor has received necessary approval from its internal investment committee, board of directors or other governing body, as applicable, to enter into the [***] Confidential Treatment Requested transactions contemplated hereunder and to make the capital contributions and payments in accordance with Article Two, subject only to the satisfaction or waiver of the conditions set forth in Section 6.2; (f) Investor has received (i) an incumbency certificate dated as of the Execution Date from the Facility Entities, and the Bloom Member, (ii) a good standing certificate of the Facility Entities, and the Bloom Member, each dated as of a recent date, from the applicable Secretary of State, (iii) resolutions of the board of directors, or other equivalent governing body, of the Facility Entities, and the Bloom Member authorizing and approving the execution of this Agreement, the other Investment Documents and the transactions contemplated hereunder certified by a secretary or an assistant secretary as of the Execution Date, and (iv) formation documents certified by a secretary or an assistant secretary as of the Execution Date, in each case, unless otherwise noted, of the Bloom Member and the Facility Entities as are customary for transactions of this type, each of which shall be reasonably satisfactory to the Investor;; [***] Confidential Treatment Requested (g) such Investor has received an affidavit of non-foreign status from the Bloom Member dated the Execution Date that complies with Section 1445 of the Code; (h) the Flow of Funds for the Execution Date shall have been executed and delivered by the Bloom Member to the Investor; (i) such Investor has received the Base Case Model, in form and substance reasonably satisfactory to it; (j) Investor has received copies of searches of all financing statements of public record and of judgment, litigation and tax lien records that relate or pertain to the Facilities, the Company and the Facility Company; (k) Investor has received reasonably satisfactory evidence of the transfer of the membership interests in the Facility Company from the Bloom Member to the Company; (l) Investor has received fully executed copies of the Financing Documents; (m) Investor has received the Independent Engineer Report and a letter executed by the Independent Engineer substantially in the form attached at Exhibit EAnnex 7, permitting the Investor to rely on such Independent Engineer Report, if such Independent Engineer Report is not addressed to the Investor, in each case in form and substance reasonably satisfactory to the Investor; (n) the Bloom Member has received (i) an incumbency certificate dated as of the Execution Date from the Investor, (ii) a good standing certificate of the Investor, each dated as of a recent date, from the applicable Secretary of State, (iii) resolutions of the board of directors, or other equivalent governing body, of the Investor authorizing and approving the execution of this Agreement, the other Investment Documents to which the Investor is a party and the transactions contemplated hereunder certified by a secretary or an assistant secretary as of the Execution Date, and (iv) formation documents certified by a secretary or an assistant secretary as of the Execution Date, in each case, unless otherwise noted, of the Investor as are customary for transactions of this type, each of which shall be reasonably satisfactory to the Bloom Member; (o) the Bloom Member has received a legal opinion of outside or in-house counsel of the Investor with respect to the enforceability of this Agreement, [***] in form and substance reasonably satisfactory to Bloom Member; and (p) Investor has received a fully executed copy of the Bloom Guarantee, in form and substance reasonably satisfactory to the Investor, which is in full force and effect.

Execution Date Conditions Precedent. The execution and delivery by obligations of the Investor and the Bloom Class B Member of to consummate the transactions contemplated by this Agreement on the Execution Date signifies that are subject to the following conditions have been satisfied satisfaction of or waived waiver by the Investor and the Bloom Class B Member, as applicable applicable, of each of the following conditions: (“Execution Date Conditions Precedent”): (a) the Investor has received fully executed copies of each of the Principal Facility Documents which has been executed and delivered as of such date, each in form and substance reasonably satisfactory to the Investor, and each such Principal Facility Document is in full force and effect; (b) the Investor has received fully executed copies of this Agreement, the PUMAGuaranty, the Company ASAMESPA, the Facility Company ASAMOMA, the Forbearance Agreement ASA and the Facility Company LLC Agreement, and Exelon has received a fully executed copy of the Mitigation Agreement, each in form and substance reasonably satisfactory to such the Investor, and each is in full force and effect; (bc) the Investor has received (i) a legal opinion of [***]Xxxxxx, as counsel to Xxxxxxxxxx & Xxxxxxxxx LLP, substantially in the Bloom Member with respect to [***]form of Annex 8-A hereto, (ii) a legal opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special California counsel, substantially in the form of Annex 8-B hereto, and substance reasonably satisfactory to (iii) a legal opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special permitting counsel, substantially in the Investorform of Annex 8-C hereto; (cd) the Investor has received the Insurance Report, in form and substance reasonably satisfactory to it, and a letter executed by the Insurance Consultant permitting the Investor to rely on such Insurance Report, if not addressed to the Investor; (de) the Investor has received a tax opinion from [***]Winston & Xxxxxx LLP, which opinion shall be in form and substance reasonably satisfactory to the Investorit; (ef) the Investor has received necessary approval from its internal investment committee, board of directors or other governing body, as applicable, body to enter into the [***] Confidential Treatment Requested transactions contemplated hereunder and to make the capital contributions and payments in accordance with Article Two, subject only to the satisfaction or waiver of the conditions set forth in Section 6.26.2 or Section 6.4, as applicable; (fg) the Investor has received received, as applicable, (i) an incumbency certificate dated as of the Execution Date from the Facility Entities, the Class B Member and the Bloom MemberGuarantor, (ii) from the Class B Member, on behalf of each Facility Entity, a certificate from an authorized officer dated as of the Execution Date to the effect that to such officer’s Knowledge the conditions set forth in Section 6.1 have been satisfied, (iii) a good standing certificate of the Guarantor, the Class B Member and the Facility Entities, and the Bloom Member, each dated as of a recent date, from the applicable Secretary of State, (iiiiv) resolutions of the board Board of directorsDirectors, or other equivalent governing body, of the Facility Entities, the Class B Member and the Bloom Member Guarantor authorizing and approving the execution of this Agreement, the other Investment Documents and the transactions contemplated hereunder certified by a secretary or an assistant secretary as of the Execution Date, Date and (ivv) formation documents certified by a secretary or an assistant secretary as of the Execution Date, in each case, unless otherwise noted, of the Bloom Guarantor, the Class B Member and the Facility Entities as are customary for transactions of this type, each of which shall be reasonably satisfactory to the Investor; (gh) such the Class B Member shall have delivered to the Investor has received an affidavit of non-foreign status from the Bloom Member dated the Execution Date that complies with Section 1445 of the Code; (hi) the Flow of Funds for the Execution Date shall have been executed and delivered by the Bloom Member to the Investor; (i) such Investor has received the Base Case Model, including a compilation report, in form and substance reasonably satisfactory to it; (j) the Investor has received the annual budget for the Facility Company, and the balance sheet of the Facility Company as of the Execution Date; (k) the Investor shall have received copies of searches of all financing statements of public record and of judgment, litigation and tax lien records that relate or pertain to the Facilities, the Company and the Facility Company; (kl) the Investor has received the Appraisal, in form and substance reasonably satisfactory to it; (m) the Investor has received satisfactory evidence of the transfer of the membership interests in the Facility Company from the Bloom Class B Member to the Company;; and (ln) the Investor has received fully executed copies of the Interparty Agreement and the Financing Documents; (m) Investor has received the Independent Engineer Report and a letter Documents that have been executed by the Independent Engineer substantially in the form attached at Exhibit E, permitting the Investor to rely on such Independent Engineer Report, if such Independent Engineer Report is not addressed to the Investor, in each case in form and substance reasonably satisfactory to the Investor; (n) the Bloom Member has received (i) an incumbency certificate dated as of the Execution Date from the Investor, (ii) a good standing certificate of the Investor, each dated as of a recent such date, from the applicable Secretary of State, (iii) resolutions of the board of directors, or other equivalent governing body, of the Investor authorizing and approving the execution of this Agreement, the other Investment Documents to which the Investor is a party and the transactions contemplated hereunder certified by a secretary or an assistant secretary as of the Execution Date, and (iv) formation documents certified by a secretary or an assistant secretary as of the Execution Date, in each case, unless otherwise noted, of the Investor as are customary for transactions of this type, each of which shall be reasonably satisfactory to the Bloom Member; (o) the Bloom Member has received a legal opinion of outside or in-house counsel of the Investor with respect to the enforceability of this Agreement, in form and substance reasonably satisfactory to Bloom Member; and (p) Investor has received a fully executed copy of the Bloom Guarantee, in form and substance reasonably satisfactory to the Investor, which is in full force and effect.

Execution Date Conditions Precedent. The execution and delivery by obligations of the Investor and the Bloom Class B Member of to consummate the transactions contemplated by this Agreement on the Execution Date signifies that are subject to the following conditions have been satisfied satisfaction of or waived waiver by the Investor and the Bloom Class B Member, as applicable applicable, of each of the following conditions: (“Execution Date Conditions Precedent”): (a) the Investor has received fully executed copies of each of the Principal Facility Documents which has been executed and delivered as of such date (including, but not limited to, the documents listed in clauses (ii) and (iii) of the definition of AT&T Power Purchase Agreement), each in form and substance reasonably satisfactory to the Investor, and each such Principal Facility Document is in full force and effect; (b) the Investor has received fully executed copies of this Agreement, the PUMA, the Company ASA, the Facility Company ASA, the Forbearance Agreement and the Facility Company LLC Agreement, the Guaranty and Exelon has received a fully executed copy of the Mitigation Guarantor Account Agreement, each in form and substance reasonably satisfactory to such the Investor, and each is in full force and effect; (bc) the Investor has received (i) a legal opinion of [***]Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP as counsel to the Bloom Member customary corporate matters with respect to [***]the execution and delivery of this Agreement and the other Investment Documents being delivered herewith, in form and substance reasonably satisfactory to the Investor; (cii) Investor has received the Insurance Reporta legal opinion of Xxxxxx Xxxxx LLP, in form and substance reasonably satisfactory to itspecial Delaware counsel; (d) the Investor has received a tax opinion from [***]Winston & Xxxxxx LLP, which opinion shall be in form and substance reasonably satisfactory to the Investorit; (e) the Investor has received necessary approval from its internal investment committee, board of directors or other governing body, as applicable, body to enter into the [***] Confidential Treatment Requested transactions contemplated hereunder and to make the capital contributions and payments in accordance with Article Two, subject only to the satisfaction or waiver of the conditions set forth in Section 6.26.2 or Section 6.4, as applicable; (f) the Investor has received received, as applicable, (i) an incumbency certificate dated as of the Execution Date from the Facility Entities, the Class B Member and the Bloom MemberGuarantor, (ii) from the Class B Member, on behalf of each Facility Entity, a certificate from an authorized officer dated as of the Execution Date to the effect that to such officer’s Knowledge the conditions set forth in Section 6.1 have been satisfied, (iii) a good standing certificate of the Guarantor, the Class B Member and the Facility Entities, and the Bloom Member, each dated as of a recent date, from the applicable Secretary of State, (iiiiv) resolutions of the board Board of directorsDirectors, or other equivalent governing body, of the Facility Entities, the Class B Member and the Bloom Member Guarantor authorizing and approving the execution of this Agreement, the other Investment Documents and the transactions contemplated hereunder certified by a secretary or an assistant secretary as of the Execution Date, Date and (ivv) formation documents certified by a secretary or an assistant secretary as of the Execution Date, in each case, unless otherwise noted, of the Bloom Guarantor, the Class B Member and the Facility Entities as are customary for transactions of this type, each of which shall be reasonably satisfactory to the Investor; (g) such Investor has received an affidavit of non-foreign status from the Bloom Member dated the Execution Date that complies with Section 1445 of the Code; (h) the Flow of Funds for the Execution Date shall have been executed and delivered by the Bloom Member to the Investor; (i) such Investor has received the Base Case Model, including a compilation report, in form and substance reasonably satisfactory to it; (jh) the Investor has received the annual budget for the Facility Company, and the consolidated balance sheet of the Company as of the last day of the month immediately preceding the Execution Date; (i) the Investor has received copies of searches of all financing statements of public record and of judgment, litigation and tax lien records that relate or pertain records; (j) the Investor has received the Appraisal in form and substance reasonably satisfactory to the Facilities, the Company and the Facility Companyit; (k) Investor has received reasonably satisfactory evidence of the transfer of the membership interests in the Facility Company from the Bloom Member to the Company; (l) Investor has received fully executed copies of amendments to the Facility Company LLC Agreement, the Interparty Agreement and the Financing Documents; (ml) the Investor has received fully executed copy of the Omnibus Amendment #2; (m) the Investor has received an update to the Independent Engineer Report and a letter executed by the Independent Engineer substantially in the form attached at Exhibit E, permitting the Investor to rely on such Independent Engineer Report, if such Independent Engineer Report is not addressed to the Investor, in each case in form and substance reasonably satisfactory to the Investor; (n) the Bloom Class B Member shall have delivered to the Investor an affidavit of non-foreign status dated the Execution Date that complies with Section 1445 of the Code; (o) the Investor has received (i) an incumbency certificate evidence that the Class B Member has, by electronic mail, overnight delivery or registered or certified mail, notified AT&T PPA Customer 1 of the partial assignment to the Facility Company of that certain Energy System Use Agreement No. 20130430.072.C dated as of the Execution Date from the InvestorMay 15, (ii) a good standing certificate 2013, by and between AT&T PPA Customer 1 and 2013B and notified AT&T PPA Customer 2 of the Investor, each partial assignment to the Facility Company of that certain Energy System Use Agreement No. 20130430.078.C dated as of May 15, 2013, by and between AT&T PPA Customer 2 and 2013B; (p) the Investor has received evidence that the Class B Member has, by electronic mail, overnight delivery or registered or certified mail to each of AT&T PPA Customer 1 and AT&T PPA Customer 2, submitted a recent date, from request for clarification that the applicable Secretary of State, (iii) resolutions use of the board of directors, or other equivalent governing body, word “lease” in Exhibit C to each of the Investor authorizing and approving AT&T Power Purchase Agreements associated with Facilities in the execution service territory of this AgreementLADWP was unintended and/or a mistake and, in connection therewith, a request for an acknowledgment that a corrected Exhibit C will be substituted; and (q) The Class B Member shall have paid (or caused to be paid) or shall have made arrangements in the other Investment Documents manner reasonably satisfactory to which the Investor is a party and payee for the transactions contemplated hereunder certified by a secretary or an assistant secretary payment of all outstanding amounts due, as of the Execution Date, and (iv) formation documents certified by a secretary or an assistant secretary as of owing to with respect to Transaction Expenses for all services rendered and billed prior to the Execution Date, in each case, unless otherwise noted, of the Investor as are customary for transactions of this type, each of which shall be reasonably satisfactory to the Bloom Member; (o) the Bloom Member has received a legal opinion of outside or in-house counsel of the Investor with respect to the enforceability of this Agreement, in form and substance reasonably satisfactory to Bloom Member; and (p) Investor has received a fully executed copy of the Bloom Guarantee, in form and substance reasonably satisfactory to the Investor, which is in full force and effect.

Execution Date Conditions Precedent. The execution and delivery by the Investor and the Bloom Member of this Agreement on the Execution Date signifies that the following conditions have been satisfied or waived by the Investor and the Bloom Member, as applicable (“Execution Date Conditions Precedent”): (a) Investor has received fully executed copies of this Agreement, the A&R PUMA, the Company ASA, the Facility Company ASA, the Forbearance Interparty Agreement and the Facility Company LLC Agreement, and Exelon has received a fully executed copy of the Mitigation Agreement, each in form and substance reasonably satisfactory to such Investor, and each is in full force and effect; (b) Investor has received a legal opinion of [***], O’Melveny & Xxxxx LLP as counsel to the Bloom Member with respect to [***], the enforceability of this Agreement in form and substance reasonably satisfactory to the Investor; (c) Investor has received the Insurance Report, in form and substance reasonably satisfactory to it, and a letter executed by the Insurance Consultant permitting the Investor to rely on such Insurance Report, if such Insurance Report is not addressed to the Investor; (d) Investor has received a tax opinion from [***]XxXxxxxxx Will & Xxxxx LLP, which opinion shall be in form and substance reasonably satisfactory to the Investor; (e) Investor has received necessary approval from its internal investment committee, board of directors or other governing body, as applicable, to enter into the [***] Confidential Treatment Requested transactions contemplated hereunder and to make the capital contributions and payments in accordance with Article Two, subject only to the satisfaction or waiver of the conditions set forth in Section 6.2; (f) Investor has received (i) an incumbency certificate dated as of the Execution Date from the Facility Entities, and the Bloom Member, (ii) a good standing certificate of the Facility Entities, and the Bloom Member, each dated as of a recent date, from the applicable Secretary of State, (iii) resolutions of the board of directors, or other equivalent governing body, of the Facility Entities, and the Bloom Member authorizing and approving the execution of this Agreement, the other Investment Documents and the transactions contemplated hereunder certified by a secretary or an assistant secretary as of the Execution Date, and (iv) formation documents certified by a secretary or an assistant secretary as of the Execution Date, in each case, unless otherwise noted, of the Bloom Member and the Facility Entities as are customary for transactions of this type, each of which shall be reasonably satisfactory to the Investor; (g) such Investor has received an affidavit of non-foreign status from the Bloom Member dated the Execution Date that complies with Section 1445 of the Code; (h) the Flow of Funds for the Execution Date shall have been executed and delivered by the Bloom Member to the Investor; (i) such Investor has received the Base Case Model, in form and substance reasonably satisfactory to it; (j) Investor has received copies of searches of all financing statements of public record and of judgment, litigation and tax lien records that relate or pertain to the Facilities, the Company and the Facility Company; (k) Investor has received reasonably satisfactory evidence of the transfer of the membership interests in the Facility Company from the Bloom Member to the Company; (l) Investor has received fully executed copies of the Financing Documents; (m) Investor has received the Independent Engineer Report and a letter executed by the Independent Engineer substantially in the form attached at Exhibit EAnnex 7, permitting the Investor to rely on such Independent Engineer Report, if such Independent Engineer Report is not addressed to the Investor, in each case in form and substance reasonably satisfactory to the Investor; (n) the Bloom Member has received (i) an incumbency certificate dated as of the Execution Date from the Investor, (ii) a good standing certificate of the Investor, each dated as of a recent date, from the applicable Secretary of State, (iii) resolutions of the board of directors, or other equivalent governing body, of the Investor authorizing and approving the execution of this Agreement, the other Investment Documents to which the Investor is a party and the transactions contemplated hereunder certified by a secretary or an assistant secretary as of the Execution Date, and (iv) formation documents certified by a secretary or an assistant secretary as of the Execution Date, in each case, unless otherwise noted, of the Investor as are customary for transactions of this type, each of which shall be reasonably satisfactory to the Bloom Member; (o) the Bloom Member has received a legal opinion of outside or in-house counsel of the Investor with respect to the enforceability of this Agreement, Agreement in form and substance reasonably satisfactory to Bloom Member; and (p) Investor has received a fully executed copy of the Bloom Guarantee, in form and substance reasonably satisfactory to the Investor, which is in full force and effect.

Execution Date Conditions Precedent. The execution and delivery by the Investor and the Bloom Member of this Agreement on the Execution Date signifies that the following conditions have been satisfied or waived by the Investor and the Bloom Member, as applicable (“Execution Date Conditions Precedent”): (a) Investor has received fully executed copies of this Agreement, the PUMA, the Company ASA, the Facility Company ASA, the Forbearance Agreement and the Facility Company LLC Agreement, and Exelon has received a fully executed copy of the Mitigation Agreement, each in form and substance reasonably satisfactory to such Investor, and each is in full force and effect; (b) Investor has received a legal opinion of [***]O’Melveny & Xxxxx LLP, as counsel to the Bloom Member with respect to [***]the enforceability of this Agreement, in form and substance reasonably satisfactory to the Investor; (c) Investor has received the Insurance Report, in form and substance reasonably satisfactory to it; (d) Investor has received a tax opinion from [***]XxXxxxxxx Will & Xxxxx LLP, which opinion shall be in form and substance reasonably satisfactory to the Investor; (e) Investor has received necessary approval from its internal investment committee, board of directors or other governing body, as applicable, to enter into the [***] Confidential Treatment Requested transactions contemplated hereunder and to make the capital contributions and payments in accordance with Article Two, subject only to the satisfaction or waiver of the conditions set forth in Section 6.2; (f) Investor has received (i) an incumbency certificate dated as of the Execution Date from the Facility Entities, and the Bloom Member, (ii) a good standing certificate of the Facility Entities, and the Bloom Member, each dated as of a recent date, from the applicable Secretary of State, (iii) resolutions of the board of directors, or other equivalent governing body, of the Facility Entities, and the Bloom Member authorizing and approving the execution of this Agreement, the other Investment Documents and the transactions contemplated hereunder certified by a secretary or an assistant secretary as of the Execution Date, and (iv) formation documents certified by a secretary or an assistant secretary as of the Execution Date, in each case, unless otherwise noted, of the Bloom Member and the Facility Entities as are customary for transactions of this type, each of which shall be reasonably satisfactory to the Investor; (g) such Investor has received an affidavit of non-foreign status from the Bloom Member dated the Execution Date that complies with Section 1445 of the Code; (h) the Flow of Funds for the Execution Date shall have been executed and delivered by the Bloom Member to the Investor; (i) such Investor has received the Base Case Model, in form and substance reasonably satisfactory to it; (j) Investor has received copies of searches of all financing statements of public record and of judgment, litigation and tax lien records that relate or pertain to the Facilities, the Company and the Facility Company; (k) Investor has received reasonably satisfactory evidence of the transfer of the membership interests in the Facility Company from the Bloom Member to the Company; (l) Investor has received fully executed copies of the Financing Documents; (m) Investor has received the Independent Engineer Report and a letter executed by the Independent Engineer substantially in the form attached at Exhibit E, permitting the Investor to rely on such Independent Engineer Report, if such Independent Engineer Report is not addressed to the Investor, in each case in form and substance reasonably satisfactory to the Investor; (n) the Bloom Member has received (i) an incumbency certificate dated as of the Execution Date from the Investor, (ii) a good standing certificate of the Investor, each dated as of a recent date, from the applicable Secretary of State, (iii) resolutions of the board of directors, or other equivalent governing body, of the Investor authorizing and approving the execution of this Agreement, the other Investment Documents to which the Investor is a party and the transactions contemplated hereunder certified by a secretary or an assistant secretary as of the Execution Date, and (iv) formation documents certified by a secretary or an assistant secretary as of the Execution Date, in each case, unless otherwise noted, of the Investor as are customary for transactions of this type, each of which shall be reasonably satisfactory to the Bloom Member; (o) the Bloom Member has received a legal opinion of outside or in-house counsel of the Investor with respect to the enforceability of this Agreement, in form and substance reasonably satisfactory to Bloom Member; and (p) Investor has received a fully executed copy of the Bloom Guarantee, in form and substance reasonably satisfactory to the Investor, which is in full force and effect.

Execution Date Conditions Precedent. The execution and delivery by obligations of the Investor and the Bloom Class B Member of to consummate the transactions contemplated by this Agreement on the Execution Date signifies that are subject to the following conditions have been satisfied satisfaction of or waived waiver by the Investor and the Bloom Class B Member, as applicable applicable, of each of the following conditions: (“Execution Date Conditions Precedent”): (a) the Investor has received fully executed copies of each of the Principal Facility Documents which has been executed and delivered as of such date (including, but not limited to, the documents listed in clauses (ii) and (iii) of the definition of [***] Power Purchase Agreement), each in form and substance reasonably satisfactory to the Investor, and each such Principal Facility Document is in full force and effect; (b) the Investor has received fully executed copies of this Agreement, the PUMA, the Company ASA, the Facility Company ASA, the Forbearance Agreement and the Facility Company LLC Agreement, the Guaranty and Exelon has received a fully executed copy of the Mitigation Guarantor Account Agreement, each in form and substance reasonably satisfactory to such the Investor, and each is in full force and effect; (bc) the Investor has received (i) a legal opinion of [***]Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP as counsel to the Bloom Member customary corporate matters with respect to [***]the execution and delivery of this Agreement and the other Investment Documents being delivered herewith, in form and substance reasonably satisfactory to the Investor; (cii) Investor has received the Insurance Reporta legal opinion of Xxxxxx Xxxxx LLP, in form and substance reasonably satisfactory to itspecial Delaware counsel; (d) the Investor has received a tax opinion from [***]Winston & Xxxxxx LLP, which opinion shall be in form and substance reasonably satisfactory to the Investorit; (e) the Investor has received necessary approval from its internal investment committee, board of directors or other governing body, as applicable, body to enter into the [***] Confidential Treatment Requested transactions contemplated hereunder and to make the capital contributions and payments in accordance with Article Two, subject only to the satisfaction or waiver of the conditions set forth in Section 6.26.2 or Section 6.4, as applicable; (f) the Investor has received received, as applicable, (i) an incumbency certificate dated as of the Execution Date from the Facility Entities, the Class B Member and the Bloom MemberGuarantor, (ii) from the Class B Member, on behalf of each Facility Entity, a certificate from an authorized officer dated as of the Execution Date to the effect that to such officer’s Knowledge the conditions set forth in Section 6.1 have been satisfied, (iii) a good standing certificate of the Guarantor, the Class B Member and the Facility Entities, and the Bloom Member, each dated as of a recent date, from the applicable Secretary of State, (iiiiv) resolutions of the board Board of directorsDirectors, or other equivalent governing body, of the Facility Entities, the Class B Member and the Bloom Member Guarantor authorizing and approving the execution of this Agreement, the other Investment Documents and the transactions contemplated hereunder certified by a secretary or an assistant secretary as of the Execution Date, Date and (ivv) formation documents certified by a secretary or an assistant secretary as of the Execution Date, in each case, unless otherwise noted, of the Bloom Guarantor, the Class B Member and the Facility Entities as are customary for transactions of this type, each of which shall be reasonably satisfactory to the Investor; (g) such Investor has received an affidavit of non-foreign status from the Bloom Member dated the Execution Date that complies with Section 1445 of the Code; (h) the Flow of Funds for the Execution Date shall have been executed and delivered by the Bloom Member to the Investor; (i) such Investor has received the Base Case Model, including a compilation report, in form and substance reasonably satisfactory to it; (jh) the Investor has received the annual budget for the Facility Company, and the consolidated balance sheet of the Company as of the last day of the month immediately preceding the Execution Date; (i) the Investor has received copies of searches of all financing statements of public record and of judgment, litigation and tax lien records that relate or pertain records; (j) the Investor has received the Appraisal in form and substance reasonably satisfactory to the Facilities, the Company and the Facility Companyit; (k) Investor has received reasonably satisfactory evidence of the transfer of the membership interests in the Facility Company from the Bloom Member to the Company; (l) Investor has received fully executed copies of amendments to the Facility Company LLC Agreement, the Interparty Agreement and the Financing Documents; (ml) the Investor has received fully executed copy of the Omnibus Amendment #2; (m) the Investor has received an update to the Independent Engineer Report and a letter executed by the Independent Engineer substantially in the form attached at Exhibit E, permitting the Investor to rely on such Independent Engineer Report, if such Independent Engineer Report is not addressed to the Investor, in each case in form and substance reasonably satisfactory to the Investor; (n) the Bloom Class B Member shall have delivered to the Investor an affidavit of non-foreign status dated the Execution Date that complies with Section 1445 of the Code; (o) the Investor has received (i) an incumbency certificate evidence that the Class B Member has, by electronic mail, overnight delivery or registered or certified mail, notified [***] PPA Customer 1 of the partial assignment to the Facility Company of that certain Energy System Use Agreement No. 20130430.072.C dated as of the Execution Date from the InvestorMay 15, (ii) a good standing certificate 2013, by and between [***] PPA Customer 1 and 2013B and notified [***] PPA Customer 2 of the Investor, each partial assignment to the Facility Company of that certain Energy System Use Agreement No. 20130430.078.C dated as of May 15, 2013, by and between [***] PPA Customer 2 and 2013B; (p) the Investor has received evidence that the Class B Member has, by electronic mail, overnight delivery or registered or certified mail to each of [***] PPA Customer 1 and [***] PPA Customer 2, submitted a recent date, from request for clarification that the applicable Secretary of State, (iii) resolutions use of the board of directors, or other equivalent governing body, word “lease” in Exhibit C to each of the Investor authorizing and approving [***] Power Purchase Agreements associated with Facilities in the execution service territory of this AgreementLADWP was unintended and/or a mistake and, in connection therewith, a request for an acknowledgment that a corrected Exhibit C will be substituted; and (q) The Class B Member shall have paid (or caused to be paid) or shall have made arrangements in the other Investment Documents manner reasonably satisfactory to which the Investor is a party and payee for the transactions contemplated hereunder certified by a secretary or an assistant secretary payment of all outstanding amounts due, as of the Execution Date, and (iv) formation documents certified by a secretary or an assistant secretary as of owing to with respect to Transaction Expenses for all services rendered and billed prior to the Execution Date, in each case, unless otherwise noted, of the Investor as are customary for transactions of this type, each of which shall be reasonably satisfactory to the Bloom Member; (o) the Bloom Member has received a legal opinion of outside or in-house counsel of the Investor with respect to the enforceability of this Agreement, in form and substance reasonably satisfactory to Bloom Member; and (p) Investor has received a fully executed copy of the Bloom Guarantee, in form and substance reasonably satisfactory to the Investor, which is in full force and effect.