PROJECT LOAN AGREEMENT NO. 1 - SABANA DE TORRES
This PROJECT LOAN AGREEMENT (this "Agreement"
or this "PLA") is entered into as of July 31, 2026 (the "PLA Date")
and is made by and between:
(i) Energea Portfolio 5 LATAM LP, a limited partnership
organized under the laws of the State of Delaware (together with its permitted
successors and assigns, the "Lender"); and
(ii) KLIMA INVEST S.A.S. (NIT 901859924-6), a sociedad
por acciones simplificada organized under the laws of the Republic of
Colombia (together with its permitted successors and assigns, the "Borrower").
Each of the foregoing is a "Party" and collectively they are the "Parties."
RECITALS
A.
The Project. The 1,32 MWdc / 0,99 MWac distributed-generation solar
project named "Sabana
de Torres," located
at the municipality of Sabana de Torres, Santander, Colombia (the "Project"),
is held one hundred percent (100%) within the
Borrower; being developed under an Engineering, Procurement, and Construction ("EPC") contract, where:
(i) twenty-five percent (25%)
of the interest in the Project is being developed within the Borrower group,
and (ii) the remaining seventy-five percent (75%) has been acquired under the EPC contract, with its payment
remaining pending (otrosí); priced at investment-to-date plus an agreed fee, under which
partial payments have been made. The Advance under this PLA completes the payment of that purchase
price. The Sponsor
and the Guarantor shall cause one hundred
percent (100%) of the Project - the EPC-contract position
and all associated economic rights immediately, and formal title upon
configuration - to be bound into the Borrower and its Patrimonio Autónomo, as set forth in Section 4.7 and Schedule
C.
B.
The Borrower, the Lender, and SOLENIUM
S.A.S. (as Guarantor) are parties to
that certain Master Loan Agreement dated as of July 15, 2026 (the
"MLA"). Capitalized terms used but not defined herein have the meanings
given in the MLA.
C.
The Borrower has requested a Project
Loan for the Project on the terms
set out herein and in the MLA. The
Project is an Operating Project from its COD.
D. The Project is energized and operating
en pruebas, generating and exporting energy; the formal declaration of
commercial operation ("COD") is expected on or about November 2026, in
coordination with FNCE processing. Disbursement of the Advance is aligned with
perfection of the Project into the Borrower and its Patrimonio Autónomo,
as provided in Section 2.4 and Schedule C.
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the Parties agree as follows:
1. INCORPORATION; SINGLE AGREEMENT; LIMITED SUPERSESSION
1.1
Incorporation by Reference. The MLA (including the Hard-Locked Terms under MLA Section 1.2.3) is incorporated herein by reference. This PLA
is a "Loan Document."
1.2
Single Agreement; Hierarchy. As between this PLA and the MLA, platform-level terms are governed
exclusively by the MLA. This PLA may set project-specific amounts,
dates and milestones, eligibility tests, and technical specifications only through its Schedules
(the "PLA Schedules"). As among components of this PLA, the body prevails over
the Schedules and Annexes,
provided that the PLA Schedules control solely for the project-specific values they expressly set, consistent with the MLA.
1.3
Placeholder Schedules; Deferred
Population. One or more PLA Schedules
may, as of the PLA Date, contain placeholders or items "to be completed
post-signing." Such incompleteness does not affect the validity or
enforceability of this PLA. As the Borrower delivers the corresponding
certificates, bank confirmations, or other evidence required under Schedule C,
the relevant PLA Schedules are deemed automatically supplemented by reference
to such evidence, without formal amendment; no such supplementation may amend
any Hard-Locked Term.
1.4
Borrowing Base Integration. The Project forms part of the single Borrowing Base
maintained within the Borrower under MLA Section
2.4; the collateral granted in respect
of the Project secures all obligations under
the Loan Documents.
2. THE PROJECT LOAN
2.1
Amount; Sizing. Subject to the MLA (including its commitment structure under MLA Section
2.2) and this PLA, the Lender may make the Advance(s) for the Project
up to the Project Loan Amount stated in Schedule
A, sized so that, after giving effect thereto, aggregate
principal outstanding under the Facility does not exceed the Advance Rate (68%)
multiplied by the Borrowing Base (MLA Section 2.4).
2.2
Commitment Acknowledgment. Upon execution of this PLA, and for so long as no
Drawstop Event (MLA Section 2.2.5) has occurred
and is continuing, the Lender
shall fund the Advance for the Project
upon satisfaction of the conditions precedent in MLA Article
5 and in this PLA (MLA Section
2.2.3). The Facility
remains uncommitted at the platform
level (MLA Section 2.2.1), and nothing in this PLA obliges the Lender to
enter into any further PLA.
2.3
Use of Proceeds. Proceeds of the Advances for the Project may be
applied only (a) first, to completing the payment of the purchase price for the remaining seventy-five percent (75%) interest
in the Project under the executed purchase
and assignment documents for the EPC contract (investment-to-date plus the agreed fee), paid as directed
by those documents (to the EPC counterparty, except
as the Lender otherwise approves) (MLA Section 2.5.1(a)); (b) to related
closing and perfection costs reasonably incurred (MLA Section 2.5.1(d)); and
(c) to such other uses for the Project as the Lender approves in writing,
including by its confirmation of the relevant Draw Notice (MLA Section
2.5.1(e)). Any portion of an Advance not applied to a Permitted Use within the
Clawback period is returned per MLA Section 2.5.3.
2.4
Drawdown. The Project Loan is disbursed in a single
drawdown of the Project Loan Amount upon satisfaction of the
conditions listed in Part 1 of Schedule
C (the "Perfection Conditions") and clearance of the Approval
Gates (MLA Section 5.3). No retention, holdback,
or escrow applies
under this Agreement; performance and completion protection is provided at the EPC-contract level (the
assigned EPC and equipment warranties and the contractor's performance
security), as further provided in Schedule C.
2.5
Amortization; Tenor. The Project Loan amortizes over a tenor of twenty
(20) years from the amortization start date stated in Schedule A (or as otherwise stated
therein), on a linear amortization profile, with combined
scheduled principal and
interest payable monthly on each Payment Date at the Interest Rate (fixed
18.00% per annum, all-in, in COP); the Lender
reserves the option
to sculpt the amortization profile
where required to support the DSCR covenant
(MLA Section 9.12), as
reflected in Schedule A.
2.6
Prepayment. Voluntary prepayment is permitted per MLA Section
4.4.1, subject to the declining
prepayment premium stated
therein (8.00% of principal prepaid in years 1-5; 5.00% in years 6-10; 3.00% in
years 11-15; 1.00% thereafter), as restated in Schedule A.
3. CONDITIONS TO THE ADVANCE
3.1
Conditions; Perfection Gate. In addition to MLA Sections 5.1 and 5.2 and the Approval Gates
(MLA Section 5.3),
the Advance for the Project is subject to delivery of the items listed
in Part 1 of Schedule C (the Perfection Conditions), in form and substance satisfactory to the Lender.
The items listed
in Part 2 of Schedule
C are Conditions Subsequent under MLA Section 5.8 as applied to this
PLA and are not conditions to disbursement. Any condition under MLA Section 5.1
or 5.2 that is not listed in Part 1 of Schedule
C is, upon the Lender's
written waiver-and-conversion confirmation delivered at or before the Advance (MLA Sections 5.6 and 14.2),
waived solely as a condition precedent to the Advance and converted to a
Condition Subsequent under Part 2 of Schedule C, without waiver, release, or
modification of the underlying obligation. The Lender's obligation to fund the
Advance arises upon the Lender's written confirmation that the Perfection Conditions have been satisfied or waived (such date, the "PLA Effective Date"), and remains
subject at all times to the absence of any continuing
Drawstop Event (MLA Sections 2.2.3 and 2.2.5).
3.2
Interim Covenants. From the PLA Date until the PLA Effective Date, the
Borrower shall: (a) preserve all material permits, site rights, and
interconnection approvals listed in Schedule B; (b) not amend, waive,
terminate, or replace any Material Contract in any manner
materially adverse to the Lender;
(c) not incur
any Indebtedness, grant
any Lien, or open
any bank account in respect of the Project other than as expressly permitted
under the Loan Documents; (d) promptly notify
the Lender of any event that would prevent satisfaction of any Schedule
C item; and (e) cooperate in good faith to
satisfy the Schedule C items as promptly as reasonably practicable.
3.3
Conditions Subsequent;
Consequence. Each item in Part 2 of
Schedule C - and any other item this PLA expressly designates as a Condition
Subsequent - shall be satisfied within sixty (60) Business Days after the
Advance under this PLA (or such longer period as the Lender may agree
in writing, or such other - longer
or shorter - period as this PLA
expressly states for the item). Failure to satisfy any such item by its deadline (as so extended) is an Event
of Default and entitles the Lender to require mandatory
prepayment of the Advances under this PLA, consistent with MLA Section
5.8. Pending satisfaction in full of the Conditions Subsequent, (a) the
Lender's recourse rests on the Project collateral constituted under Part 1 of Schedule
C, the Corporate Guarantee (as broadened for the Interim
Period under MLA Section
10.1.1A), and the Pagarés, and (b) the Parties acknowledge that the Interim
Period under MLA Section 10.1.1A
continues until the Conditions Subsequent - including
the items designated in Part 2 of Schedule
C - have been satisfied in full.
4. PROJECT
REPRESENTATIONS AND COVENANTS
4.1
Project Representations. As of the PLA Date and each Advance: (a) site control for the Project is valid and enforceable;
(b) the permits listed
in Schedule B are in force; (c) interconnection status
is as represented in Schedule
B; (d) the Material
Contracts listed in Schedule B are in full force, with Direct Agreements
delivered where required; (e) no Liens exist on the Project other than in favor
of the Lender; and (f) the Project complies with applicable Colombian
electricity-market regulation and maintains valid interconnection approvals.
4.2
Anti-Fragmentation. The Borrower shall (a) maintain the Project's
electrical independence up to its point of interconnection, with no AC-side
assets shared with any other unit at the site; (b) maintain a distinct frontera
comercial (principal and backup) for the Project at all times; and (c)
promptly notify the Lender of any Operador de Red review, requirement,
or proceeding relating to fraccionamiento.
4.3
FNCE / UPME. The Borrower shall preserve the Project's FNCE incentives and UPME certification per MLA Section 8.8, including any required
UPME certificate modification or transfer so that the trust beneficiary is or becomes
the FNCE titular.
4.4
XM / ASIC; Commercializer. The Borrower shall verify at all times that UNERGY
ENERGÍA DIGITAL S.A.S.
ESP, as its commercial agent, maintain the market-operator registrations
and accounts required for the Project to receive revenues and settlement statements (including XM/ASIC), with all revenues
directed to the Controlled Accounts
pursuant to MLA Section 6.2, and shall maintain the Commercializer or
PPA arrangements listed in Schedule B.
4.5
Reporting. The Borrower shall include the Project in the Monthly
Reporting Package and the quarterly Compliance Certificate per MLA Section 8.1.
4.6
Insurance. The Borrower shall
maintain for the Project the insurance described in Schedule D, with the Lender named as loss payee and additional
insured.
4.7
Title Configuration; FNCE. The Borrower shall complete the whole payment of one
hundred percent (100%) of the Project - title and the re-issuance or transfer
of the FNCE certification and UPME titularidad - and its transfer to the
Patrimonio Autónomo within one hundred twenty (120) days after the
Advance, as such period may be extended by the Lender for documented FNCE /
UPME processing delays beyond the Borrower's control, and shall report progress
monthly as part of the Monthly Reporting Package. Pending such configuration,
the Borrower shall maintain the EPC-contract position and one hundred percent
(100%) of the Project's revenues and associated economic rights. Breach of this Section
is a covenant default subject
to the cure provisions of MLA Section
11.2.5 (and is not a Condition Subsequent under MLA Section 5.8).
5. SECURITY (PROJECT-LEVEL CONFIRMATIONS)
5.1
Contribution; Collateral. The Project (or the relevant
contractual and revenue
rights) shall be, and remain,
contributed to the Borrower's Patrimonio Autónomo; the Security
Documents applicable to the Project comprise (a) the all-assets garantía mobiliaria over the Project's movable assets, receivables, accounts, and revenue
flows, registered in the RGM;
(b) the Derechos Fiduciarios Pledge; (c) collateral assignments of the Material Contracts, warranties, liquidated damages, and insurance; (d) the
account-control agreement over the Controlled Accounts; and (e) the Pagarés (pagarés
en blanco with cartas de instrucciones) of the Borrower and the
Guarantor delivered under the MLA, which remain in full force. No equity
or share pledge
over the Guarantor or any direct
or indirect owner of the Borrower is granted. The foregoing is without limitation to the Conditions
Subsequent set forth in Part 2 of Schedule C of this Agreement.
5.2
Perfection; Renewals. The Borrower shall complete and maintain all RGM filings
for the Project
collateral, renew or re-register such filings at least
every seven (7) years from original registration per article 52 of Ley 1676
de 2013, and deliver evidence of each filing or renewal within ten (10)
Business Days of completion.
5.3
Step-In; Power of Attorney. Upon the occurrence of an Event of Default, the
Borrower hereby grants the Lender an irrevocable special power of attorney (poder
especial irrevocable) authorizing the Lender or its nominee to (a) exercise
the Borrower's rights under the Project's Material Contracts (including EPC and
O&M agreements); (b) request substitution
before any regulatory or permitting authority; and (c) execute,
renew, or maintain
sectoral licenses or permits
in the name of the Borrower or its designee
to preserve the Project. The Borrower shall
execute any additional documents necessary under Colombian law to ensure the validity
and enforceability of this authorization.
6.
EVENTS OF DEFAULT; REMEDIES
6.1
Events of Default and remedies are
as set out in MLA Article 11.
Failure by the Borrower to comply in any material respect with applicable environmental, social, or occupational-safety obligations in respect of the Project
(including under
Ley 99 de 1993 and Decreto
1076 de 2015 and any environmental licenses or permits for the Project),
unremedied for thirty (30) days after written notice by the Lender, constitutes
an Event of Default for purposes of MLA Section 11.2.
7.
MISCELLANEOUS
7.1 Governing Law; Jurisdiction. As set out in MLA Article 16: this PLA is governed
by the laws of the State of Delaware,
with non-exclusive jurisdiction of the Delaware state and federal courts; the
creation, perfection, and enforcement of collateral located in Colombia are
governed exclusively by Colombian law and may be pursued before the competent
Colombian courts or authorities.
7.2
Conflicts. In the event
of conflict between
this PLA and the MLA, the MLA controls except
where this PLA properly
sets project parameters through its Schedules (MLA Sections 1.2.2 and 1.2.3).
7.3
Notices; Counterparts. Notices are delivered per MLA Article 13. This PLA
may be executed in counterparts, including by electronic signature.
[SIGNATURE PAGE TO PROJECT
LOAN AGREEMENT NO. 1 - SABANA DE TORRES]
IN
WITNESS WHEREOF, the undersigned have caused this Project Loan Agreement to be executed
by their duly authorized representatives as of the
PLA Date.
LENDER:
ENERGEA PORTFOLIO 5 LATAM LP
By:
Name: Michael
Paul Silvestrini Title:
Managing Partner
BORROWER:
KLIMA INVEST S.A.S.
By:
Name: Jaibet Paola Santiago
Ribón (C.C. 1.152.203.750) Title: Legal Representative
(representante legal)
GUARANTOR - acknowledgment and confirmation:
The undersigned,
SOLENIUM S.A.S., in its capacity as Guarantor under Article 10 of the MLA,
acknowledges this Project Loan Agreement and confirms that (a) the Project Loan
Amount and the Advance contemplated hereunder constitute Guaranteed Obligations
for the purposes of MLA Sections 10.1.1, 10.1.1A, and 10.2.2; and (b) its
Corporate Guarantee - including the Interim Period full-recourse broadening
under MLA Section 10.1.1A, which continues until the Conditions Subsequent are
satisfied in full - extends to this Project Loan Agreement. This acknowledgment
is confirmatory only: the Corporate Guarantee attaches to each PLA by operation of Article 10 of the MLA, and neither this acknowledgment, nor its absence from
any other PLA, limits, conditions, or qualifies the Corporate Guarantee in any respect.
SOLENIUM S.A.S.
By:
Name: Jaibet Paola Santiago
Ribón (C.C. 1.152.203.750) Title: Legal Representative
(representante legal)
The same individual executes this Agreement
on behalf of the Borrower
and of the Guarantor. Each of the Borrower and the
Guarantor confirms that its corporate authorizations expressly permit its legal representative to act in both capacities in connection with this
Agreement and the Transaction Documents.
SCHEDULE A - PROJECT
ECONOMICS AND PARAMETERS
(1) Project: Sabana de Torres.
(2) Designation: Operating Project
(EPC-contract purchase to 100%; perfection-gated disbursement; no retention).
(3) Project Loan Amount:
COP 4,580,000,000; single
drawdown per Section
2.4.
(4)
Eligible collateral value attributed to the Project
(Borrowing Base input):
as determined by the Lender
in its reasonable discretion pursuant to MLA Section 2.4.2, using the
sizing inputs delivered under MLA Section 8.1.6 and such other information as the Lender
considers appropriate; for the avoidance of doubt, by executing this PLA the Lender confirms its determination pursuant to
MLA Sections 2.4 and 2.4.2 that, after giving effect to the Advance of the
Project Loan Amount, the Advance
Rate and Borrowing
Base requirements of MLA Section
2.4 are satisfied for the Project; haircuts
/ subordination adjustments: None anticipated upon completion of the
EPC-contract purchase.
(5)
Interest Rate: fixed 18.00%
per annum, all-in,
in COP (MLA Article 3).
(6)
Tenor: twenty (20) years; amortization: linear,
monthly, commencing the date of disbursement; sculpting
reserved per MLA / Section
2.5.
(7)
Prepayment premium (MLA Section
4.4.1): 8.00% of principal prepaid in years 1-5; 5.00% in years 6-10; 3.00% in
years 11-15; 1.00% thereafter; no premium on casualty, condemnation, or
insurance-proceeds prepayments applied through the Waterfall.
(8)
Disbursement timing: single
drawdown upon satisfaction of Part 1 (the Perfection Conditions) of Schedule C;
no retention or holdback applies.
SCHEDULE B - PROJECT
DESCRIPTION; PERMITS; MATERIAL
CONTRACTS
(1)
Project description and location: Sabana de Torres
DG solar project,
municipality of Sabana
de Torres, Santander; to reach 100% within the Borrower via the EPC-contract
purchase; energized and operating en pruebas since June 2026 (formal COD
expected on or about November 2026; evidence per Schedule C).
(2)
Capacity: 1,32 MWdc / 0,99 MWac.
(3)
Frontera comercial: Generation point FRT 98004; Consumption point FRT 98005.
(4)
Interconnection: Operador de Red: Electrificadora de Santander S.A. E.S.P. - ESSA.
(5) Material Contracts: EPC: SOLENIUM
S.A.S.; O&M: SOLENIUM S.A.S.; Commercializer / PPA: UNERGY ENERGÍA DIGITAL
S.A.S. ESP; site control (leases
/ easements): contrato de arrendamiento over
the Project site,
held by the third party that held the seventy-five percent (75%)
interest, being assigned to the Borrower / the Patrimonio Autónomo (Schedule
C, Part 2(i)(F)); fiducia mercantil agreement: PA Farallones (Fiduciaria
Davivienda S.A.).
SCHEDULE C - CONDITIONS TO THE ADVANCE
Part 1 -
Conditions Precedent (the Perfection Conditions). The Advance for the
Project is conditioned on delivery or satisfaction, in form and substance satisfactory to the Lender,
of: (a) evidence
that the Project
is held within
the Borrower: the executed
EPC contract, evidencing the investment-to-date-plus-fee price basis and the
arm's-length character of the counterparty, together with evidence of payments
made to date and a statement of the remaining balance to be paid with the Advance
(MLA Section 2.5.1(a)); (b) the Pagarés
(pagarés en blanco
+ cartas de instrucciones) of the Borrower
and the Guarantor, executed in ink, with the physical originals
delivered to the Lender or its Colombian counsel - notarial authentication,
which is not required for their validity, to follow within five (5) Business
Days after the Advance as a Condition Subsequent (MLA Section 5.1.5(e)); (c) to
the extent not previously delivered, the Borrower's asamblea authorization
(MLA Section 5.1.2) and the Guarantor's asamblea authorization and
officer's certificate (MLA Sections 5.1.3 and 5.1.9);
(d) a duly completed Draw Notice, the bank certification for the Borrower's designated receiving account (MLA Schedule 2), and BanRep
external-debt registration completed on the Business Day immediately preceding
disbursement with declaración de cambio arrangements in place, processed
through the receiving
bank's mesa de dinero
(MLA Sections 4.2.2, 5.2(a), and 5.2(b)); (e) representations true and correct
in all material respects, no Default or Event
of Default continuing, and no continuing Drawstop
Event (MLA Sections
2.2.3, 2.2.5, 5.2(c),
and 5.2(d)); (f) compliance
with the Advance Rate and Borrowing Base after giving effect to the Advance,
per the Lender's determination under MLA Sections 2.4 and 2.4.2, as confirmed
in item (4) of Schedule A (MLA Section 5.2(f)); and (g) clearance of the
Approval Gates (MLA Section 5.3). Satisfaction of the Perfection Conditions is
a condition to the Advance; funding remains subject to MLA Section 2.2
(including the absence of any continuing Drawstop Event).
Part 2 -
Conditions Subsequent (MLA Section 5.8 as applied to this PLA; sixty (60)
Business Days after the Advance unless a different period is stated for
an item). The following are Conditions Subsequent and not conditions to
disbursement: (i) Trust and Security Completion - fifteen (15) calendar days
after the Advance (as the Lender may extend in writing): (A) the otrosí to the fiducia mercantil, executed with Fiduciaria Davivienda S.A., ceding one hundred
percent (100%) of the derechos fiduciarios in the Patrimonio Autónomo
"Farallones" from SOLENIUM S.A.S. to the Borrower, so that the Borrower becomes
sole fideicomitente; (B) the contribution (aporte) of the Project by the Borrower into the Patrimonio Autónomo; (C) the all-assets garantía mobiliaria and
the Derechos Fiduciarios Pledge executed (each may be executed at or before the
Advance), with the sociedad fiduciaria's acknowledgment and acceptance
of the irrevocable instructions in favor of the Lender;
(D) RGM registration of such security within
ten (10) Business
Days after execution, with
filing confirmations delivered - the Borrower irrevocably authorizes the Lender
to effect any such registration directly; (E) execution of the otrosí to
the EPC contract among the Borrower, SOLENIUM S.A.S., and the third party that
held the seventy-five percent (75%) interest in the Project, conforming the
completion of the purchase; and (F) site
control: the assignment (cesión) to the Borrower - or, at the Borrower's election, to the Patrimonio Autónomo
- of the lease (contrato
de arrendamiento) over the Project site currently held by that third party,
together with the landowner's consent or acknowledgment and evidence that the cesión
has been submitted for escritura pública and registration; where
registration remains pending with the notary at the end of such period,
delivery of the executed instrument and the notarial filing receipt satisfies
this item, and the Borrower shall deliver the registered escritura promptly upon issuance (MLA Sections 5.1.4,
5.1.5(a), 5.1.5(b), 5.8(a),
and 5.8(b)); (ii) Controlled Accounts
operational, with the account-control agreement executed and payor
instructions and acknowledgments delivered for the Project's Commercializer /
offtakers (MLA Sections 5.1.6, 5.8(c), and 6.2); (iii) the contrato de
comercialización y mandato for the Project, in form approved by the Lender,
together with service of the account-debtor notifications (MLA Section 5.8(f)); (iv) certificates evidencing that the insurance
per Schedule D is in force, and the endorsements naming the Lender as
loss payee and additional insured
(MLA Sections 5.1.8
and 5.8(e)); (v) the Colombian-law perfection opinions (MLA Sections 5.1.9 and 5.8(d)); (vi)
confirmation of the FNCE titular for the Project and of the transfer or
issuance of the UPME certification to the Borrower (MLA Sections 5.1.7 and
8.8); formal title and FNCE / UPME titularidad configuration remain
governed by Section 4.7; (vii) permits, interconnection, and frontera
comercial evidence per Schedule B, and the anti-fragmentation deliverables
(OR boundary document; frontera comercial assignment and activation;
RETIE certificate referencing the Project's AC-side boundary); (viii) operating
evidence for the Project: energization, operación en pruebas generation
and export data, frontera comercial registration and activation, and
revenue-routing evidence, together
with the formal declaration of commercial operation
(COD), delivered promptly
upon issuance (the COD declaration may issue after the sixty (60)-Business-Day period;
the Borrower's obligation is to deliver it promptly upon issuance,
provided the Project
remains operational and generating); (ix) the sizing inputs for the Project current per MLA Section
8.1.6; and (x) collateral assignments of the Material
Contracts, warranties, liquidated damages, and insurance, with required third-party
acknowledgments (MLA Section 5.1.5(d)), including confirmation in the
EPC-contract purchase documentation of the treatment and assignment to the Borrower
of the EPC and equipment warranties, and of the contractor's performance security and any contractual penalties, in each case collaterally assigned
to the Lender;
such EPC-level protections stand in place of any financing-side retention. Failure to satisfy
any Part 2 item by its deadline (as extended in writing by the
Lender) has the consequences stated in Section 3.3 of this PLA and MLA Section
5.8.
SCHEDULE D - INSURANCE
Operational property and business-interruption, and third-party liability, effective from COD (with any residual
construction all-risk coverage through COD).
Unergy-Klima PLA No. 1 - Sabana de
Torres v19 (FINAL for... Unergy-Klima PLA ... 21-jul) (202.pdf 84b6771c1ddfd3b012cd52b55db5cce167b8aff8
MM / DD / YYYY
*
Signed
07 /
31 / 2026
19:27:52 UTC
Sent for signature to Juan Manuel
Londoño (juanmanuel@unergy.io), Jaibet Paola Santiago Ribón (paola@solenium.co) and Mike Silvestrini (mike@energea.com) by integrations@hellosign.com acting on behalf of juan@energea.com
IP: 186.112.186.49
07 / 31 / 2026
20:18:07 UTC
07 /
31 / 2026
20:37:27 UTC
07 / 31 / 2026
20:51:54 UTC
07 / 31 / 2026
20:52:40 UTC
Viewed by Juan Manuel Londoño (juanmanuel@unergy.io) IP: 181.50.200.128
Signed by Juan Manuel Londoño (juanmanuel@unergy.io) IP: 181.50.200.128
Viewed by Jaibet Paola Santiago Ribón (paola@solenium.co) IP: 191.92.144.172
Signed by Jaibet Paola Santiago Ribón (paola@solenium.co) IP: 191.92.144.172
Unergy-Klima PLA No. 1 - Sabana de
Torres v19 (FINAL for... Unergy-Klima PLA ... 21-jul) (202.pdf 84b6771c1ddfd3b012cd52b55db5cce167b8aff8
MM / DD / YYYY
*
Signed
07 / 31 / 2026
20:53:46 UTC
07 / 31 / 2026
20:54:11 UTC
07 / 31 / 2026
20:54:11 UTC
Viewed
by Mike Silvestrini (mike@energea.com) IP: 186.116.93.66
Signed
by Mike Silvestrini (mike@energea.com) IP: 186.116.93.66
The
document has been completed.