and in the best interests of such Co-Borrower.
(c)
SPE Covenants in Co-Borrower Organizational Documents. Each Co-Borrower
covenants and agrees to incorporate the provisions contained in Section 3.1(b)
hereof into such Co-Borrower's organizational documents and each Co-Borrower
agrees not to amend, modify or otherwise change its organizational documents
with respect to the provisions of this Section if any amendment, modification,
or change would adversely affect the ability of such Co-Borrower to perform its
obligations under the Loan Documents.
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Failure of any Co-Borrower to comply with any of the covenants contained in this
Section 3.1 or any other covenants contained in this Agreement shall not affect
the status of such Co-Borrower as a separate legal entity.
ARTICLE IV.
CO-BORROWERS, PROJECTS, PROJECT ADVANCES AND DISBURSEMENTS
Section 4.1.
Co-Borrowers.
(a)
The Parent may request during the Project Draw Period that Project Debt
be made available to a proposed Co-Borrower, which request shall be done in
compliance with the requirements of this Section 4.1.
(b)
No proposed Co-Borrower or its project shall be fully evaluated by the
Lender unless and until Parent shall have delivered to the Lender all customary
due diligence materials requested by the Lender, including, without limitation,
the following:
(i)
an executive summary of the proposed project of such proposed
Co-Borrower;
(ii)
the construction schedule, budget, and the proposed Closing Date Base
Case Model, in form and substance satisfactory to the Lender, which model shall
demonstrate, based on the assumptions contained therein, that (A) the proposed
Co-Borrower will be able to maintain the Minimum Debt Service Coverage Ratio
during the COD Period, (B) the proposed Co-Borrower shall have adequate capital
(based on the maximum amount of the Project Debt to be made available to such
Co-Borrower with respect to its Project and the Parent capital contributions) to
complete construction of such proposed Co-Borrower's project and (C) that such
project will be constructed and able to satisfy the conditions set forth and
described in Sections 7.3 and 7.4; provided, that the Closing Date Base Case
Model shall include the proposed Co-Borrower's good faith estimate of the costs
to be incurred by such proposed Co-Borrower in connection with its project
arising under the Interconnection Agreement;
(iii)
a schedule of Applicable Permits for the proposed Co-Borrower's project
necessary to design, develop, construct, own, operate and maintain such project
(including the sale of electric energy and Renewable Attributes therefrom) and
to perform the proposed Co-Borrower's obligations under the Loan Documents
(hereinafter referred to as the "Project Permit Schedule");
(iv)
true, correct and complete copies of all material Applicable Permits
obtained as of such date, together with a certificate of an Authorized Officer
of the proposed Co-Borrower, certifying that (1) other than as provided in the
Project Permit Schedule, to the proposed Co-Borrower's knowledge there are no
other Permits required or necessary to develop, construct, own, install,
operate, use or maintain the proposed Co-Borrower's project (including to
generate, transmit, deliver or sell electric energy or Renewable Attributes
therefrom), (2) a summary