Common use of Financial Model Clause in Contracts

Financial Model. Deliver to the Purchasers, the Agent and the Consultants: (1) No less than sixty (60) days prior to the end of each Fiscal Year after the Conversion Date, a proposed updated Financial Model, together with the underlying assumptions, containing projections of Cash Flow, Operation and Maintenance Expenses (including each Operating Budget Category), Maintenance Capital Expenses and Cash Flow Available for Debt Service, in each case on a quarterly basis, with respect to the Project and each Plant for the two (2) immediately succeeding Fiscal Years. If the Agent does not approve the updated Financial Model proposed by the Company, on behalf of the Loan Parties, within thirty (30) days following receipt thereof, the Agent shall instruct the Consultants, so long as such Consultant was engaged by Agent or Company, to prepare and agree on an updated Financial Model (and such updated Financial Model prepared by the Consultants shall be binding on the Agent and the Company). (2) If the actual Cash Flow for any Fiscal Quarter after the Conversion Date is ninety percent (90%) or less of the projections for such period set forth in the then-current Financial Model or if either of the Operation and Maintenance Expenses or Maintenance Capital Expenses is greater than or equal to one hundred ten percent (110%) of the projections for such period set forth in the then-current Financial Model, the Company shall, no less than thirty (30) days prior to the end of the immediately following Fiscal Quarter, deliver to the Agent, the Purchasers, and the Consultants a proposed updated Financial Model, together with the underlying assumptions, containing projections of Cash Flow, Operation and Maintenance Expenses (including each Operating Budget Category), Maintenance Capital Expenses and Cash Flow Available for Debt Service, in each case on a quarterly basis, with respect to the Project and each Plant through the end of the immediately following Fiscal Year. If the Required Purchasers do not approve the updated Financial Model proposed by the Company, on behalf of the Loan Parties, within fifteen (15) days following receipt thereof, the Agent shall instruct the Consultants, so long as such Consultant was engaged by Agent or Company, to prepare and agree on an updated Financial Model (and such updated Financial Model prepared by the Consultants shall be binding on the Required Purchasers and the Company). Note and Equity Purchase Agreement 67 All costs incurred in connection with the preparation and review of updated Financial Models under this Section 7.1(v) shall be for the account of the Company.

Financial Model. Deliver to the Purchasers, the Agent and the Consultants: (1i) No less than sixty forty-five (6045) days prior to the end of each Fiscal Year after Year, the Conversion Date, Borrower shall deliver the Administrative Agent a proposed updated Financial Model, together with the underlying assumptions, containing projections of Cash Flow, Operation and Maintenance Expenses (including each Operating Budget Category), Maintenance Capital Expenses ) and Cash Flow Available for Debt Service, in each case on a quarterly basis, with respect to the Project and each Plant for the two (2) immediately succeeding Fiscal YearsYear. If the Administrative Agent does not approve the updated Financial Model proposed by the Company, on behalf of the Loan Parties, Borrower within thirty (30) days following receipt thereof, the Agent shall instruct the Consultantsthereof (and, so long as such Consultant was engaged by no Event of Default has occurred and is continuing, after consultation and no less than ten (10) days of good faith negotiations with the Borrower), the Administrative Agent or Company, may instruct the Consultants to prepare and agree on an updated Financial Model based on the reasonable professional judgment of the Consultants (and such updated Financial Model prepared by the Consultants shall be binding on the Agent Lenders and the CompanyBorrower). (2ii) If in any Fiscal Year (A) the actual Cash Flow for any the completed Fiscal Quarter after Quarters in such Fiscal Year (or, in the Conversion case of the Fiscal Year in which the Closing Date occurs, the period from the Closing Date to the end of the most recent completed Fiscal Quarter) (such period, the “Specified Period”) is ninety percent (90%) or less of the projections for such period set forth in the then-current Financial Model Model, or if either of the (B) Operation and Maintenance Expenses or Maintenance Capital Expenses is greater than or equal to one hundred for the Specified Period are, in the aggregate, ten percent (11010%) of or more above the projections for such period set forth in the then-current Financial Model, the Company Borrower shall, no less than thirty (30) days prior to the end of the immediately following Fiscal Quarter, deliver to the Agent, the Purchasers, and the Consultants Administrative Agent a proposed updated Financial Model, together with the underlying assumptions, containing projections of Cash Flow, Operation and Maintenance Expenses (including each Operating Budget Category), Maintenance Capital Expenses ) and Cash Flow Available for Debt Service, in each case on a quarterly basis, with respect to the Project and each Plant through the end of the immediately following Fiscal Year. . (iii) If the Required Purchasers do Administrative Agent does not approve the updated Financial Model proposed by the Company, on behalf of the Loan Parties, Borrower pursuant to Section 7.01(t)(ii) within fifteen (15) days following receipt thereof, the Agent shall instruct the Consultantsthereof (and, so long as such Consultant was engaged by no Event of Default has occurred and is continuing, after consultation with the Borrower), the Administrative Agent or Company, may instruct the Consultants to prepare and agree on an updated Financial Model based on the reasonable professional judgment of the Consultants (and such updated Financial Model prepared by the Consultants shall be binding on the Required Purchasers Lenders and the CompanyBorrower). Note and Equity Purchase Agreement 67 . (iv) All costs incurred in connection with the preparation and review of updated Financial Models under this Section 7.1(v7.01(t) shall be for the account of the CompanyBorrower.

Financial Model. Deliver to the Purchasers, the Agent and the Consultants: (1i) No less than sixty forty-five (6045) days prior to the end of each Fiscal Year after Year, the Conversion Date, Borrower shall deliver to the Administrative Agent a proposed updated Financial Model, together with the underlying assumptions, containing projections of Cash Flow, Operation and Maintenance Expenses (including each Operating Budget Category), Maintenance Capital Expenses and Cash Flow Available for Debt Service, in each case on a quarterly basis, with respect to the Project and each Plant for the two (2) immediately succeeding Fiscal YearsYear. If the Administrative Agent does not approve (which approval will not be unreasonably withheld, conditioned or delayed) the updated Financial Model proposed by the Company, on behalf of the Loan Parties, Borrower within thirty (30) days following receipt thereof, the Agent shall instruct the Consultantsthereof (and, so long as such Consultant was engaged by no Event of Default has occurred and is continuing, after consultation and no less than ten (10) days of good faith negotiations with the Borrower), the Administrative Agent or Company, may instruct the Consultants to prepare and agree on an updated Financial Model based on the reasonable professional judgment of the Consultants (and such updated Financial Model prepared by the Consultants shall be binding on the Agent Lenders and the CompanyBorrower). (2ii) If in any Fiscal Year (A) the actual Cash Flow for any the completed Fiscal Quarter after Quarters in such Fiscal Year (or, in the Conversion case of the Fiscal Year in which the Closing Date occurs, the period from the Closing Date to the end of the most recent completed Fiscal Quarter) (such period, the “Specified Period”) is ninety percent (90%) or less of the projections for such period set forth in the then-current Financial Model or if either of the without a corresponding reduction in Operation and Maintenance Expenses or and Maintenance Capital Expenses is greater than for such period, or equal to one hundred (B) Operation and Maintenance Expenses and Maintenance Capital Expenses for the Specified Period are, in the aggregate, ten percent (11010%) of or more above the projections for such period set forth in the then-current Financial ModelModel without a corresponding reduction in Operation and Maintenance Expenses and Maintenance Capital Expenses for such period, the Company Borrower shall, no less than thirty (30) days prior to the end of the immediately following Fiscal Quarter, deliver to the Agent, the Purchasers, and the Consultants Administrative Agent a proposed updated Financial Model, together with the underlying assumptions, containing projections of Cash Flow, Operation and Maintenance Expenses (including each Operating Budget Category), Maintenance Capital Expenses and Cash Flow Available for Debt Service, in each case on a quarterly basis, with respect to the Project and each Plant through the end of the immediately following Fiscal Year. ; provided that if (x) the Historical Debt Service Coverage Ratio calculated as of the most recent Quarterly Payment Date exceeds 4.0x and (y) the Borrower delivers to the Administrative Agent a certificate certifying that the Prospective Debt Service Coverage Ratio calculated as of such most recent Quarterly Payment Date exceeds 4.0x, then, notwithstanding the deviation from the Financial Model described in item (A) or (B) above, as applicable, the Borrower shall not be required to deliver an updated Financial Model pursuant to this Section 7.01(t). (iii) If the Required Purchasers do Administrative Agent does not approve the updated Financial Model proposed by the Company, on behalf of the Loan Parties, Borrower pursuant to Section 7.01(t)(ii) above within fifteen (15) days following receipt thereof, the Agent shall instruct the Consultantsthereof (and, so long as such Consultant was engaged by no Event of Default has occurred and is continuing, after consultation with the Borrower), the Administrative Agent or Company, may instruct the Consultants to prepare and agree on an updated Financial Model based on the reasonable professional judgment of the Consultants (and such updated Financial Model prepared by the Consultants shall be binding on the Required Purchasers Lenders and the CompanyBorrower). Note and Equity Purchase Agreement 67 . (iv) All costs incurred in connection with the preparation and review of updated Financial Models under this Section 7.1(v7.01(t) shall be for the account of the CompanyBorrower.

Financial Model. Deliver to the Purchasers, the Agent and the Consultants: (1i) No less than sixty (60) days prior to the end of each Fiscal Year after the Conversion Date, the Borrowers shall deliver to the Lenders, the Administrative Agent and the Consultants a proposed updated Financial Model, together with the underlying assumptions, containing projections of Cash Flow, Operation and Maintenance Expenses (including each Operating Budget Category), Maintenance Capital Expenses and Cash Flow Available for Debt Service, in each case on a quarterly basis, with respect to the Project and each Plant for the two (2) immediately succeeding Fiscal Years. If the Agent does Required Lenders do not approve the updated Financial Model proposed by the Company, on behalf of the Loan Parties, Borrower within thirty (30) days following receipt thereof, the Administrative Agent shall instruct the Consultants, so long as such Consultant was engaged by Agent or Company, Consultants to prepare and agree on an updated Financial Model (and such updated Financial Model prepared by the Consultants shall be binding on the Agent Lenders and the CompanyBorrowers). (2ii) If the actual Cash Flow for any Fiscal Quarter after the Conversion Date is ninety percent (90%) or less of the projections for such period set forth in the then-current Financial Model or if either of the Operation and Maintenance Expenses or Maintenance Capital Expenses is greater than or equal to one hundred ten percent (110%) of the projections for such period set forth in the then-current Financial Model, the Company Borrowers shall, no less than thirty (30) days prior to the end of the immediately following Fiscal Quarter, deliver to the Administrative Agent, the Purchasers, Lenders and the Consultants a proposed updated Financial Model, together with the underlying assumptions, containing projections of Cash Flow, Operation and Maintenance Expenses (including each Operating Budget Category), Maintenance Capital Expenses and Cash Flow Available for Debt Service, in each case on a quarterly basis, with respect to the Project and each Plant through the end of the immediately following Fiscal Year. If the Required Purchasers Lenders do not approve the updated Financial Model proposed by the Company, on behalf of the Loan Parties, Borrower within fifteen (15) days following receipt thereof, the Administrative Agent shall instruct the Consultants, so long as such Consultant was engaged by Agent or Company, Consultants to prepare and agree on an updated Financial Model (and such updated Financial Model prepared by the Consultants shall be binding on the Required Purchasers Lenders and the CompanyBorrowers). Note and Equity Purchase Agreement 67 . (iii) All costs incurred in connection with the preparation and review of updated Financial Models under this Section 7.1(v7.01(v) shall be for the account of the CompanyBorrowers.

Financial Model. Deliver to the Purchasers, the Agent and the Consultants: (1i) No less than sixty forty-five (6045) days prior to the end of each Fiscal Year after the Conversion Date, a proposed updated Financial Model, together (commencing with the underlying assumptionsFiscal Year ended September 30, containing projections of Cash Flow, Operation and Maintenance Expenses (including each Operating Budget Category2008), Maintenance Capital Expenses and Cash Flow Available for Debt Service, in each case on a quarterly basis, with respect to the Project and each Plant for the two (2) immediately succeeding Fiscal Years. If the Agent does not approve the updated Financial Model proposed by the Company, on behalf of the Loan Parties, within thirty (30) days following receipt thereof, the Agent Borrower shall instruct the Consultants, so long as such Consultant was engaged by Agent or Company, to prepare and agree on an updated Financial Model (and such updated Financial Model prepared by the Consultants shall be binding on the Agent and the Company). (2) If the actual Cash Flow for any Fiscal Quarter after the Conversion Date is ninety percent (90%) or less of the projections for such period set forth in the then-current Financial Model or if either of the Operation and Maintenance Expenses or Maintenance Capital Expenses is greater than or equal to one hundred ten percent (110%) of the projections for such period set forth in the then-current Financial Model, the Company shall, no less than thirty (30) days prior to the end of the immediately following Fiscal Quarter, deliver to the AgentLenders, the Purchasers, Administrative Agent and the Consultants a proposed updated Financial Model, together with the underlying assumptions, containing projections of Cash Flow, Operation and Maintenance Expenses (including each Operating Budget Category), Maintenance Capital Expenses and Cash Flow Available for Debt Service, in each case on a quarterly basis, with respect to the Project and each Plant through the end of for the immediately following succeeding Fiscal Year. If the Required Purchasers do Administrative Agent does not approve the updated Financial Model proposed by the Company, on behalf of the Loan Parties, Borrower within fifteen thirty (1530) days following receipt thereof, the Agent shall instruct the Consultantsthereof (and, so long as such Consultant was engaged by no Default or Event of Default has occurred and is continuing, after consultation and no less than ten (10) days of good faith negotiations with the Borrower), the Administrative Agent or Company, may instruct the Consultants to prepare and agree on an updated Financial Model based on the reasonable professional judgment of the Consultants (and such updated Financial Model prepared by the Consultants shall be binding on the Required Purchasers Lenders and the CompanyBorrower). Note . (ii) If in any Fiscal Year (A) the actual Cash Flow for the completed Fiscal Quarters in such Fiscal Year (or, in the case of the Fiscal Year in which the Closing Date occurs, the period from the Closing Date to the end of the most recent completed Fiscal Quarter) (such period, the “Specified Period”) is ninety percent (90%) or less of the projections for such period set forth in the then-current Financial Model, or (B) Operation and Equity Purchase Agreement 67 Maintenance Expenses and Maintenance Capital Expenses for the Specified Period are, in the aggregate, ten percent (10%) or more above the projections for such period set forth in the then-current Financial Model, the Borrower shall, no less than thirty (30) days prior to the end of the immediately following Fiscal Quarter, deliver to the Administrative Agent, the Lenders and the Consultants a proposed updated Financial Model, together with the underlying assumptions, containing projections of Cash Flow, Operation and Maintenance Expenses (including each Operating Budget Category), Maintenance Capital Expenses and Cash Flow Available for Debt Service, in each case on a quarterly basis, with respect to the Project through the end of the immediately following Fiscal Year; provided that if (x) the Historical Debt Service Coverage Ratio calculated as of the most recent Quarterly Payment Date exceeds 4.0x and (y) the Borrower delivers to the Administrative Agent a certificate certifying that the Prospective Debt Service Coverage Ratio calculated as of such most recent Quarterly Payment Date exceeds 4.0x notwithstanding the deviation from the Financial Model described in item (A) or (B) above, as applicable, the Borrower shall not be required to deliver an updated Financial Model pursuant to this Section 7.01(t). (iii) If the Administrative Agent does not approve the updated Financial Model proposed by the Borrower pursuant to Section 7.01(t)(ii) above within fifteen (15) days following receipt thereof (and, so long as no Default or Event of Default has occurred and is continuing, after consultation with the Borrower), the Administrative Agent may instruct the Consultants to prepare an updated Financial Model based on the reasonable professional judgment of the Consultants (and such updated Financial Model prepared by the Consultants shall be binding on the Lenders and the Borrower). (iv) All costs incurred in connection with the preparation and review of updated Financial Models under this Section 7.1(v7.01(t) shall be for the account of the CompanyBorrower.

Financial Model. Deliver to the Purchasers, the Agent and the Consultants: (1i) No less than Within sixty (60) days after the Effective Date (which period may be extended by an additional thirty (30) days with the prior written approval of the Administrative Agent), and thereafter no less than forty-five (45) days prior to the end of each Fiscal Year after the Conversion Date, a proposed updated Financial Model, together with the underlying assumptions, containing projections of Cash Flow, Operation and Maintenance Expenses (including each Operating Budget Category), Maintenance Capital Expenses and Cash Flow Available for Debt Service, in each case on a quarterly basis, with respect to the Project and each Plant for the two (2) immediately succeeding Fiscal Years. If the Agent does not approve the updated Financial Model proposed by the Company, on behalf of the Loan Parties, within thirty (30) days following receipt thereofYear, the Agent Borrower shall instruct the Consultants, so long as such Consultant was engaged by Agent or Company, to prepare and agree on an updated Financial Model (and such updated Financial Model prepared by the Consultants shall be binding on the Agent and the Company). (2) If the actual Cash Flow for any Fiscal Quarter after the Conversion Date is ninety percent (90%) or less of the projections for such period set forth in the then-current Financial Model or if either of the Operation and Maintenance Expenses or Maintenance Capital Expenses is greater than or equal to one hundred ten percent (110%) of the projections for such period set forth in the then-current Financial Model, the Company shall, no less than thirty (30) days prior to the end of the immediately following Fiscal Quarter, deliver to the AgentLenders, the Purchasers, Administrative Agent and the Consultants a proposed updated Financial Model, together with the underlying assumptions, containing projections of Cash Flow, Operation and Maintenance Expenses (including each Operating Budget Category), Maintenance Capital Expenses and Cash Flow Available for Debt Service, in each case on a quarterly basis, with respect to the Project and each Plant through the end of for the immediately following succeeding Fiscal Year. If the Required Purchasers do Administrative Agent does not approve the updated Financial Model proposed by the Company, on behalf of the Loan Parties, Borrower within fifteen thirty (1530) days following receipt thereof, the Agent shall instruct the Consultantsthereof (and, so long as such Consultant was engaged by no Default or Event of Default has occurred and is continuing, after consultation and no less than ten (10) days of good faith negotiations with the Borrower), the Administrative Agent or Company, may instruct the Consultants to prepare and agree on an updated Financial Model based on the reasonable professional judgment of the Consultants (and such updated Financial Model prepared by the Consultants shall be binding on the Required Purchasers Lenders and the CompanyBorrower). Note . (ii) If in any Fiscal Year (A) the actual Cash Flow for the completed Fiscal Quarters in such Fiscal Year (or, in the case of the Fiscal Year in which the Effective Date occurs, the period from the Effective Date to the end of the most recent completed Fiscal Quarter) (such period, the “Specified Period”) is ninety percent (90%) or less of the projections for such period set forth in the then-current Financial Model, or (B) Operation and Equity Purchase Agreement 67 Maintenance Expenses and Maintenance Capital Expenses for the Specified Period are, in the aggregate, ten percent (10%) or more above the projections for such period set forth in the then-current Financial Model, the Borrower shall, no less than thirty (30) days prior to the end of the immediately following Fiscal Quarter, deliver to the Administrative Agent, the Lenders and the Consultants a proposed updated Financial Model, together with the underlying assumptions, containing projections of Cash Flow, Operation and Maintenance Expenses (including each Operating Budget Category), Maintenance Capital Expenses and Cash Flow Available for Debt Service, in each case on a quarterly basis, with respect to the Project through the end of the immediately following Fiscal Year; provided that if (x) the Historical Debt Service Coverage Ratio calculated as of the most recent Quarterly Payment Date exceeds 4.0x and (y) the Borrower delivers to the Administrative Agent a certificate certifying that the Prospective Debt Service Coverage Ratio calculated as of such most recent Quarterly Payment Date exceeds 4.0x notwithstanding the deviation from the Financial Model described in item (A) or (B) above, as applicable, the Borrower shall not be required to deliver an updated Financial Model pursuant to this Section 7.01(s). (iii) If the Administrative Agent does not approve the updated Financial Model proposed by the Borrower pursuant to Section 7.01(s)(ii) above within fifteen (15) days following receipt thereof (and, so long as no Default or Event of Default has occurred and is continuing, after consultation with the Borrower), the Administrative Agent may instruct the Consultants to prepare an updated Financial Model based on the reasonable professional judgment of the Consultants (and such updated Financial Model prepared by the Consultants shall be binding on the Lenders and the Borrower). (iv) All costs incurred in connection with the preparation and review of updated Financial Models under this Section 7.1(v7.01(s) shall be for the account of the CompanyBorrower.