|NRG ENERGY, INC. filed this Form 10-K on 03/01/2018|
NRG ENERGY, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE ACCORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934.
applicable Affiliate to) at Purchaser’s request and without creating any agency relationship or agency liability in respect thereof: (i) perform such obligations to the maximum extent practicable, or (ii) otherwise take such actions as may be reasonably requested from time to time.
(d) From and after the Closing, Purchaser shall have the right, subject to Purchaser giving Seller prior written notice and an opportunity to participate, to contact and have discussions with each beneficiary of a Retained Support Obligation for purposes of enforcing its rights (and Seller’s obligations) under this Section 7.15.
(e) Seller shall and shall cause its Affiliates to comply with any obligations of Seller set forth in Section 8.04 with respect to any Continuing Support Obligations.
Section 7.16 Financing Cooperation. Seller shall, and shall cause its Affiliates, including, as applicable, any Company Entity, and its and their respective Representatives to, use its and their reasonable best efforts to provide to Purchaser such cooperation and assistance as is reasonably requested by Purchaser in connection with any debt financing of Purchaser, in each case at Purchaser’s sole expense.
Section 7.17 Patriot Sale Transaction; Development.
(a) Seller shall be solely and completely responsible for any and all costs associated with the development of Patriot Wind including the total amount of capital expenditures and other Project Construction Costs in respect of Patriot Wind from the Lock Box Date until the closing of the Patriot Sale Transaction or the repurchase of Patriot Wind by Seller pursuant to Section 2.06(d). Notwithstanding anything to the contrary in this Agreement, the Company Entities shall not, and Seller shall not use funds in the Lock Box Account (or that would otherwise be appropriate for deposit into the Lock Box Account) to, pay any Project Construction Costs in respect of Patriot Wind. Seller shall not enter or permit a Renew Subsidiary to enter into the Patriot PSA without Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed). Seller shall, pursuant to a Seller guaranty reasonably acceptable to Purchaser, provide credit support in respect of those payment and performance obligations of the applicable Renew Subsidiary set forth in the Patriot PSA which credit support shall be a Retained Support Obligation. In addition, Seller shall, subject to Section 8.12, indemnify and hold harmless Purchaser from any Losses incurred in respect of the development or ownership of Patriot Wind.
(b) During the Interim Period, Seller shall use commercially reasonable efforts to enter into a project administration agreement with Renew pursuant to which, if the Patriot Sale Transaction has not closed prior to the Closing, Seller shall have the right to manage Renew’s ongoing development and construction of Patriot Wind consistent with its role as the financial sponsor of Patriot Wind. The execution and delivery of any such agreement shall be subject to Purchaser’s prior written consent (not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed, that Purchaser will be permitted to condition its consent upon (i) none of the Company Entities having any post-closing liability to the purchaser of Patriot Wind including in respect of purchase price adjustments and indemnities, and (ii) the Patriot Termination Date being no later than one hundred eighty (180) days after the Closing).
Section 7.18 Completion of Buckthorn Solar and Buckthorn Wind.
(a) Following the Lock Box Date, Seller shall proceed diligently and in good faith to achieve commercial operation for Buckthorn Solar and Buckthorn Wind (which shall be certified by the independent engineer for such projects) and shall be responsible for and shall promptly pay all remaining Project Construction Costs in respect of Buckthorn Solar or Buckthorn Wind, including, for the avoidance of doubt, all amounts payable under the Wind Turbine Supply Agreement, dated as of November 4, 2016, between Buckthorn Wind Project, LLC, as buyer, and Vestas-American Wind Technology, Inc., as supplier. Notwithstanding anything to the contrary in this Agreement, the Company Entities shall not, and Seller shall