Common use of Project Debt Financing Clause in Contracts

Project Debt Financing. Each JV Entity and each of its related Project Companies, and FR Holdings with respect to assisting the JV Entities and Project Companies, shall use commercially reasonable efforts to obtain a commitment in a timely manner from one or more financial institutions or other third-parties to provide the Project Debt Financing for each of the Projects accepted to the Registry up to the maximum amount contemplated in the Business Plan. The Parties will cooperate with each other in connection with the financing of the Projects in order to keep SunEdison apprised as to the debt financing process and material loan terms and the JV Entities shall promptly respond to any inquiries from SunEdison as to the status of any efforts to obtain Project Debt Financing; provided, however, that notwithstanding SunEdison’s agreement to cooperate with the JV Entities in connection with the Project Debt Financing, the JV Entities shall have the sole and exclusive responsibility for obtaining the Project Debt Financing for each Project and the JV Entities shall be obligated to purchase a Project once accepted to the Registry without regard to the availability or lack of availability of Project Debt Financing for such Project, subject to the aggregate amount of Unused Capital Commitments.