SUBSIDIARIES (BUT NOT THE
BORROWER) AS PART OF TRANSACTIONS THAT ARE PERMITTED ACQUISITIONS PROVIDED THAT
FOLLOWING SUCH MERGER THE TARGET ENTITY BECOMES A WHOLLY-OWNED SUBSIDIARY OF
BORROWER), CONSOLIDATION, REORGANIZATION OR LIQUIDATION OR TRANSFER OR OTHERWISE
DISPOSE OF ALL OR A SUBSTANTIAL PORTION OF THEIR PROPERTIES, EXCEPT FOR (A) SUCH
TRANSACTIONS THAT OCCUR BETWEEN WHOLLY-OWNED SUBSIDIARIES OR BETWEEN BORROWER
AND A WHOLLY-OWNED SUBSIDIARY AND (B) MERGERS SOLELY TO CHANGE THE JURISDICTION
OF ORGANIZATION OF A SUBSIDIARY GUARANTOR, PROVIDED THAT, IN ANY EVENT, APPROVAL
IN ADVANCE BY THE REQUIRED LENDERS SHALL BE REQUIRED FOR TRANSFER OR DISPOSITION
IN ANY QUARTER OF ASSETS WITH AN AGGREGATE VALUE GREATER THAN 10% OF TOTAL ASSET
VALUE, OR ANY MERGER RESULTING IN AN INCREASE TO THE TOTAL ASSET VALUE OF MORE
THAN 35%.
6.13
DELIVERY AND RELEASE OF
SUBSIDIARY GUARANTIES.
BORROWER SHALL CAUSE EACH OF ITS EXISTING SUBSIDIARIES
(OTHER THAN A SUBSIDIARY WHICH IS A SINGLE-PURPOSE ENTITY WHICH OWNS ONLY
47
PROJECTS SUBJECT TO SECURITIZED INDEBTEDNESS AND WHICH HAS RESTRICTIONS ON THE
CREATION OF ADDITIONAL INDEBTEDNESS AND OTHER SAFEGUARDS TYPICALLY IMPOSED ON
SUCH SINGLE-PURPOSE ENTITIES IN SECURITIZED FINANCINGS) TO EXECUTE AND DELIVER
TO THE ADMINISTRATIVE AGENT THE SUBSIDIARY GUARANTY.
WITHIN 10 DAYS AFTER THE
LATER OF THE DATE BORROWER FORMS OR ACQUIRES ANY SUBSIDIARY OR THE DATE SUCH
SUBSIDIARY FIRST OWNS A PROJECT, BORROWER SHALL CAUSE SUCH SUBSIDIARY (OTHER
THAN SUBSIDIARIES EXCLUDED UNDER THE PARENTHETICAL IN THE PRECEDING SENTENCE) TO
EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT A JOINDER IN THE SUBSIDIARY
GUARANTY, TOGETHER WITH SUPPORTING ORGANIZATIONAL AND AUTHORITY DOCUMENTS AND
OPINIONS SIMILAR TO THOSE PROVIDED WITH RESPECT TO THE BORROWER UNDER
SECTION 4.1 HEREOF.
IF A SUBSIDIARY THAT IS INITIALLY NOT REQUIRED TO DELIVER A
SUBSIDIARY GUARANTY UNDER THE PARENTHETICAL IN THE FIRST SENTENCE IS LATER NOT
PRECLUDED FROM DOING SO, THEN BORROWER SHALL CAUSE SUCH SUBSIDIARY TO DELIVER A
JOINDER TO GUARANTY (IN THE FORM ATTACHED AS EXHIBIT A TO THE FORM OF SUBSIDIARY
GUARANTY ATTACHED HERETO AS EXHIBIT F) AND SUCH SUPPORTING DOCUMENTS AND
OPINIONS AT THAT TIME.
IF A SUBSIDIARY GUARANTOR HAS SOLD ITS PROJECTS AND HAS
LIQUIDATED ALL OF ITS OTHER ASSETS AND APPLIED ALL OF THE PROCEEDS OF SUCH
LIQUIDATION IN ACCORDANCE WITH THE TERMS OF THE LOAN DOCUMENTS AND ITS
ORGANIZATIONAL DOCUMENTS, SUCH SUBSIDIARY GUARANTOR SHALL BE RELEASED FROM THE
SUBSIDIARY GUARANTY OR FROM ANY OTHER LIABILITY IT MAY HAVE UNDERTAKEN WITH
RESPECT TO THE OBLIGATIONS.
6.14
SALE AND LEASEBACK.
THE
BORROWER WILL NOT, NOR WILL IT PERMIT ANY OF ITS SUBSIDIARIES TO, SELL OR
TRANSFER A SUBSTANTIAL PORTION OF ITS PROPERTY IN ORDER TO CONCURRENTLY OR
SUBSEQUENTLY LEASE SUCH PROPERTY AS LESSEE.
6.15
ACQUISITIONS AND
INVESTMENTS.
THE BORROWER WILL NOT, NOR WILL IT PERMIT ANY SUBSIDIARY TO, MAKE
OR SUFFER TO EXIST ANY INVESTMENTS (INCLUDING WITHOUT LIMITATION, LOANS AND
ADVANCES TO, AND OTHER INVESTMENTS IN, SUBSIDIARIES), OR COMMITMENTS THEREFOR,
OR BECOME OR REMAIN A PARTNER IN ANY PARTNERSHIP OR JOINT VENTURE, OR TO MAKE
ANY ACQUISITION OF ANY PERSON, EXCEPT:
(I)
CASH EQUIVALENTS AND MARKETABLE
SECURITIES;
(II)