Common use of Conditions Precedent to Conversion Clause in Contracts

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 Permits are in full force and effect, including, if needed, filing with FERC a notice of self-certification of QF status for applicable Project, and thereby obtaining QF status for such Project. (e) Such Co-Borrower shall have obtained and delivered to the Lender fully executed copies of all Project Documents required for the ownership and operation of such Co-Borrower’s 7257764v.2 Project but not previously delivered by such Co-Borrower to the Lender, in form and substance reasonably satisfactory to the Lender. (f) Evidence satisfactory to the Independent Engineer that all material work in connection with the applicable Project requiring inspection by any Governmental Authorities having jurisdiction has been duly inspected and approved in all material respects by such authorities and that any Governmental Approvals required to be issued in connection therewith have been issued by such Governmental Authorities. (g) Such Co-Borrower shall have obtained and delivered to the Lender (i) a report from the Independent Engineer covering the technical and economic feasibility of the applicable Project (including a review of transmission, engineering design, equipment selection, site characteristics, Project Documents, status of permits and licenses, ability of the Project to meet regulatory and contractual requirements, ability to maintain the Minimum Debt Service Coverage Ratio for all periods until the Maturity Date, completion of acceptance tests and the net production forecast for the Project); and (ii) a certificate of the Independent Engineer which confirms that the applicable Project has achieved COD in accordance with the terms, conditions, and provisions of the Project Documents and Applicable Permits, in each case, with respect to such Project. (h) If such Co-Borrower owns or leases real property (as compared to a license for access to the Project Site) the applicable Co-Borrower shall deliver to the Lender: (i) a current or currently certified survey of the proposed applicable Project certified by a surveyor licensed in the applicable jurisdiction to have been prepared in accordance with the then effective Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys; (ii) a “Phase I” environmental site assessment of the applicable Project not more than twelve (12) months old, which report has been prepared by an environmental engineering firm reasonably acceptable to the Lender, and any other environmental assessments or other reports relating to the Co-Borrower’s Project, including, without limitation, any “Phase II” environmental site assessment prepared or recommended by such environmental engineering firm to be prepared for such Co-Borrower’s Project, and such Environmental Reports do not show any current Recognizable Environmental Conditions (as defined in ASTM E1527-05) other than Recognizable Environmental Conditions that are easily remedied, and the cost of such remedy is known and immaterial; (iii) a copy of an endorsement to the title policy with respect to the Mortgaged Premises, if any, on which the applicable Project is being developed, dating down such title policy to the date of Conversion, insuring the continuing first priority Lien of the Mortgage (except, as to the priority of such Lien, for any Permitted Liens that, pursuant to Applicable Law, are entitled to a higher priority than the Lien of the Mortgage), setting forth no exceptions other than (x) Permitted Liens or (y) matters otherwise approved by the Lender, and otherwise in form and substance reasonably satisfactory to the Lender; and (iv) an executed Mortgage in favor of Lender. (i) Delivery to the Lender of an Annual Operating Budget with respect to the Project as part of the Closing Date Base Case Model. 7257764v.2 (j) The Lender shall have received a certificate, dated as of the Conversion Date, duly executed by an Authorized Officer of such Co-Borrower, in form and substance satisfactory to the Lender, confirming that all insurance premium payments due and payable as of the Conversion date have been paid and that the insurance complies with the requirements of this Agreement. (k) There has not been filed with or served upon such Co-Borrower with respect to the applicable Project or any part thereof any notice of any Lien or claim of any Lien (other than Permitted Liens) that has not been released or for which a bond has not been obtained. (l) Such Co-Borrower shall have funded (i) all deposits required to be made on or before the Conversion Date pursuant to the applicable Depository Agreement, and (ii) each reserve account as required or permitted under the applicable Depository Agreement. (m) Delivery to the Lender of evidence to its satisfaction that the applicable Project is eligible to produce Renewable Attributes under the Applicable Law of the State in which such Project is located and all conditions precedent to the delivery of the output of the Project under the PPA have been satisfied. (n) Delivery to the Lender of executed agreements in form and substance reasonably satisfactory to the Lender regarding the supply of spare parts from such of the Sponsor’s present and future partners and licensees and such other affiliates of Sponsor as may be necessary for Lender or a replacement operator to operate and maintain the Project.

Conditions Precedent to Conversion. The Project Debt Borrower's right to convert, ---------------------------------- renew and extend the outstanding, unpaid principal amount of the Acquisition and Construction Loan into a Co-Term Loan on the Conversion Date in accordance with this Section 2.07 is expressly subject to the separate satisfaction as of the ------------ Conversion Date of each of the following conditions: (1) No Event of Default shall exist under this Agreement or any of the Loan Documents; (2) Borrower shall Convert to a term loan upon the satisfaction be in compliance with each of the conditions precedent requirements set forth in Sections 2.02 through 2.06 and in Article III of this Agreement; -------------------------- ----------- (3) Borrower shall have executed and delivered to Bank a fully completed Term Note in the form attached hereto as Exhibit "E" in renewal and extension, but not novation or discharge of, the Acquisition and Construction Loan Note, in an aggregate original principal amount equal to the outstanding principal balance of the Acquisition and Construction Loan Note; (4) Bank shall have received a report from Borrower, and if Bank has required the services of an Inspecting Consultant, then also from Bank's Inspecting Consultant, certifying that all Construction Funds theretofore disbursed to Borrower have been used in accordance with the Budget, and that the Improvements have been acquired, installed, constructed and completed satisfactorily in accordance with the Plans and Specifications and the terms of the Construction Contract; (5) Bank shall have received a copy of all Certificates of Occupancy necessary to occupy the Project from the appropriate governmental authority indicating that the Improvements have been completed and have been approved for occupancy; (6) The Work under the Construction Contract shall have reached Substantial Completion and a certificate of completion shall have been provided to the Bank from the Contractor indicating that the Improvements have been constructed and completed in accordance with the Plans and Specifications and that the Improvements are open and operating as designed; (7) All representations and warranties of Borrower set forth in this Section 7.4: (a) Lender Agreement remain true and correct and Bank shall have received a Conversion Date Base Case Model in form any and substance reasonably satisfactory to it that demonstratesall additional documents, 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 certificates and unpaid Fees that may be due and owing. Such Co-Borrower shall have executed such amendments to the Note instruments 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 Conversionreasonably requested; and (iii) each Project Document (other than those that have been fully and finally performed or have terminated in accordance with 8) In 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 event 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 Permits are in full force and effect, including, if needed, filing with FERC a notice of self-certification of QF status for applicable Project, and thereby obtaining QF status for such Project. (e) Such Co-Borrower shall have obtained and delivered to the Lender fully executed copies of all Project Documents required for the ownership and operation of such Co-Borrower’s 7257764v.2 Project but not previously delivered by such Co-Borrower to the Lender, in form and substance reasonably satisfactory to the Lender. (f) Evidence satisfactory to the Independent Engineer that all material work in connection with the applicable Project requiring inspection by any Governmental Authorities having jurisdiction has been duly inspected and approved in all material respects by such authorities and that any Governmental Approvals required to be issued in connection therewith have been issued by such Governmental Authorities. (g) Such Co-Borrower shall have obtained and delivered to the Lender (i) a report from the Independent Engineer covering the technical and economic feasibility portion of the applicable Project (including a review of transmission, engineering design, equipment selection, site characteristics, Project Documents, status of permits and licenses, ability of the Project to meet regulatory and contractual requirements, ability to maintain the Minimum Debt Service Coverage Ratio for all periods until the Maturity Date, completion of acceptance tests and the net production forecast for the Project); and (ii) a certificate of the Independent Engineer which confirms that the applicable Project has achieved COD in accordance with the terms, conditions, and provisions of the Project Documents and Applicable Permits, in each case, with respect to such Project. (h) If such Co-Borrower owns or leases real property (as compared to a license for access to the Project Site) the applicable Co-Borrower shall deliver to the Lender: (i) a current or currently certified survey of the proposed applicable Project certified by a surveyor licensed in the applicable jurisdiction to have been prepared in accordance with the then effective Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys; (ii) a “Phase I” environmental site assessment of the applicable Project not more than twelve (12) months old, which report has been prepared by an environmental engineering firm reasonably acceptable to the Lender, and any other environmental assessments or other reports relating to the Co-Borrower’s Project, Improvements including, without limitation, any “Phase II” environmental site assessment prepared or recommended by such environmental engineering firm furniture, fixtures and Equipment, are to be prepared for such Co-leased by Borrower from third parties, Borrower’s Project, before executing any lease regarding same, shall have granted to Bank a security interest in the lease and such Environmental Reports do not show any current Recognizable Environmental Conditions (as defined in ASTM E1527-05) other than Recognizable Environmental Conditions that are easily remediedshall have obtained from the lessor an agreement to recognize Bank, and the cost after an Event of such remedy is known and immaterial; (iii) a copy of an endorsement to the title policy with respect to the Mortgaged Premises, if any, on which the applicable Project is being developed, dating down such title policy to the date of Conversion, insuring the continuing first priority Lien of the Mortgage (exceptDefault, as lessee thereunder should Bank elect to the priority of such Lien, for any Permitted Liens that, pursuant to Applicable Law, are entitled to a higher priority than the Lien of the Mortgage), setting forth no exceptions other than (x) Permitted Liens or (y) matters otherwise approved by the Lender, and otherwise in form and substance reasonably satisfactory to the Lender; and (iv) an executed Mortgage in favor of Lender. (i) Delivery to the Lender of an Annual Operating Budget with respect to the Project as part of the Closing Date Base Case Model. 7257764v.2 (j) The Lender shall have received a certificate, dated as of the Conversion Date, duly executed by an Authorized Officer of such Co-Borrower, in form and substance satisfactory to the Lender, confirming that all insurance premium payments due and payable as of the Conversion date have been paid and that the insurance complies with the requirements of this Agreement. (k) There has not been filed with or served upon such Co-Borrower with respect to the applicable Project or any part thereof any notice of any Lien or claim of any Lien (other than Permitted Liens) that has not been released or for which a bond has not been obtained. (l) Such Co-Borrower shall have funded (i) all deposits required to be made on or before the Conversion Date pursuant to the applicable Depository Agreement, and (ii) each reserve account as required or permitted under the applicable Depository Agreement. (m) Delivery to the Lender of evidence to its satisfaction that the applicable Project is eligible to produce Renewable Attributes under the Applicable Law of the State in which such Project is located and all conditions precedent to the delivery of the output of the Project under the PPA have been satisfied. (n) Delivery to the Lender of executed agreements in form and substance reasonably satisfactory to the Lender regarding the supply of spare parts from such of the Sponsor’s present and future partners and licensees and such other affiliates of Sponsor as may be necessary for Lender or a replacement operator to operate and maintain the Projectlease.