Common use of Material Project Documents Clause in Contracts

Material Project Documents. The Borrower shall (and shall cause each Borrower Party to) not (i) cancel or terminate any Material Project Document to which it is a party or consent to or accept any cancellation or termination of any such Material Project Document, (ii) sell, assign (other than pursuant to the Security Documents) or otherwise dispose of (by operation of law or otherwise) any part of its interest in any Material Project Document to which it is a party or consent to any assignment by the other party thereto, (iii) waive any material default under, or material breach of, any Material Project Document to which it is a party or waive, fail to enforce, forgive, compromise, settle, adjust or release any material right, interest or entitlement, howsoever arising, under, or in respect of any such Material Project Document or in any way vary, or consent or agree to the variation of, any material provision of such Material Project Document or of the performance of any material covenant or obligation by any other Person or consent to any assignment by any other Person under any such Material Project Document, (iv) petition, request or take any other legal or administrative action that seeks, or may be expected, to materially impair any Borrower Party’s rights under any Material Project Document to which it is a party or seeks to amend, modify or supplement any such Material Project Document in any material respect, (v) amend, supplement or modify in any material respect any Material Project Document (in each case as in effect when originally delivered to and accepted by the Administrative Agent) to which it is a party or (vi) enter into any new agreement or instrument replacing or supplementing any Material Project Document; in each case of clauses (i) through (vi) above without first obtaining, in the case of the Power Purchase Agreements and the Tax Equity Documents, the prior written approval of all Lenders, and in the case of each other Material Project Document, the prior written approval of the Required Lenders. For the avoidance of doubt, change orders under the EPC Agreements shall be governed exclusively by Section 6.9. Upon the execution of any Tax Equity Document with respect to a Project and upon the request of the Borrower, the Lenders will use commercially reasonable efforts to enter into an agreement with the Tax Equity Investor containing the terms set forth on Exhibit F.

Material Project Documents. The Borrower shall (and shall cause each Borrower Party to) not (i) cancel or terminate any Material Project Document to which it is a party or consent to or accept any cancellation or termination of any such Material Project Document, (ii) sell, assign (other than pursuant to the Security Documents) or otherwise dispose of (by operation of law or otherwise) any part of its interest in any Material Project Document to which it is a party or consent to any assignment by the other party thereto, (iii) waive any material default under, or material breach of, any Material Project Document to which it is a party or waive, fail to enforce, forgive, compromise, settle, adjust or release any material right, interest or entitlement, howsoever arising, under, or in respect of any such Material Project Document or in any way vary, or consent or agree to the variation of, any material provision of such Material Project Document or of the performance of any material covenant or obligation by any other Person or consent to any assignment by any other Person under any such Material Project Document, (iv) petition, request or take any other legal or administrative action that seeks, or may be expected, to materially impair any Borrower Partythe Borrower’s rights under any Material Project Document to which it is a party or seeks to amend, modify or supplement any such Material Project Document in any material respect, (v) amend, supplement or modify in any material respect any Material Project Document (in each case as in effect when originally delivered to and accepted by the Administrative Agent) to which it is a party or (vi) enter into any new agreement or instrument replacing or supplementing any Material Project Document; in each case of clauses (i) through (vi) above without first obtaining, in the case of the SCE Power Purchase Agreements and the Tax Equity DocumentsAgreement, the prior written approval of all Lenders, and in the case of each other Material Project Document, the prior written approval of the Required Lenders, provided that the Borrower may execute the Second Interconnection Agreement Amendment, the CCSF Agreement and the agreements contemplated by Schedule 5.2(d) without approval of the Administrative Agent or the Lenders. For the avoidance of doubt, change orders under the EPC Agreements Agreement shall be governed exclusively by Section 6.9. Upon the execution of any Tax Equity Document with respect to a Project and upon the request of the Borrower, the Lenders will use commercially reasonable efforts to enter into an agreement with the Tax Equity Investor containing the terms set forth on Exhibit F..

Material Project Documents. (a) The Borrower shall (and shall cause each Borrower Party to) not not: (i) cancel or terminate any Material Project Document to which it is a party or consent to or accept any cancellation or termination of any such Material Project Document, (ii) sell, transfer, assign (other than pursuant to the Security Documents) or otherwise dispose of (by operation of law or otherwise) or consent to any part such sale, transfer, assignment or disposition of its interest in or rights or obligations under any Material Project Document except assignments pursuant to the Senior Security Documents; (ii) consent to any sale, transfer, assignment or disposition of any Material Project Party’s interest in or rights or obligations under any Material Project Document (if the Borrower has such consent rights under the applicable Material Project Document) except for (A) as could not reasonably be expected to have a Material Adverse Effect, (B) any assignments and transfers permitted or contemplated in the T5 Collateral Documents, and (C) assignments by a counterparty to its Affiliate as contemplated in, and in accordance with the terms of, the applicable Material Project Document; (iii) approve any Major Decision; (iv) initiate or settle an arbitration proceeding under any Material Project Document unless the initiation or settlement of such arbitration proceeding could not reasonably be expected to have a Material Adverse Effect or an Event of Default; or (v) agree to any amendment or modification, or waiver of, or waiver relating to any Material Project Document to which it is a party that could reasonably be expected to have a Material Adverse Effect; provided, that (A) Change Orders not prohibited by Section 8.12(d) shall in any case be permitted and (B) amendments or consent modifications to, or waivers under, Credit Agreement Designated Offtake Agreements as permitted under Section 8.12(b) shall in any case be permitted. (b) The Borrower shall not agree to: (i) any amendment or modification of the price or quantity provisions of any Credit Agreement Designated Offtake Agreement: (A) if such amendment or modification results in a breach of Section 8.13(a); and (B) unless after giving effect to any assignment by the other party theretosuch amendment or modification, (iiiexcluding principal amounts and commitments in respect of any Working Capital Debt) waive the Credit Agreement Projected DSCR for the period starting from the first Quarterly Payment Date for the repayment of principal after the date of such amendment or modification to the end of the calendar year in which such Quarterly Payment Date occurs, and for each calendar year thereafter through the Latest Qualified Term of the Credit Agreement Designated Offtake Agreements in effect at such time, is at least 1.40:1.00; or (ii) any material default under, amendment or material breach of, modification of any Credit Agreement Designated Offtake Agreement that: (A) could reasonably be expected to have a Material Adverse Effect; (B) would not be on Market Terms with respect to the Borrower; or (C) would otherwise be materially inconsistent with the terms of the T5 Financing Documents. (c) Unless required or contemplated by (x) a Material Project Document to which it is a party (including any replacement or waive, fail to enforce, forgive, compromise, settle, adjust or release any material right, interest or entitlement, howsoever arising, under, or in respect of any such substitute Material Project Document or in and any way varyguarantee thereof), (y) this Agreement, or consent or agree to (z) any other T5 Financing Document, the variation of, Borrower shall not enter into any material provision of such Additional Material Project Document or without the prior written consent of the performance Majority Construction/Term Lenders; provided, that such consent will not be required if such Additional Material Project Document is: (i) substantially in the form of such agreement (or an equivalent agreement) in place as of the Closing Date; (ii) a Credit Agreement Designated Offtake Agreement (and any material covenant guaranty thereof) that meets the conditions in Section 7.5 or obligation by any other Person Offtake Agreement permitted by Section 8.13; (iii) entered into by the Borrower in connection with a Capital Improvement permitted by Section 8.14 and Section 5.14 (Capital Improvements) of the Common Terms Agreement; and (iv) the Honeywell License Agreement. (d) The Borrower shall not, nor shall it permit the T5 CASA Advisor to, except for Change Orders specified in Schedule 8.12(d), without the consent of the T5 Administrative Agent (upon the approval of the Majority Construction/Term Lenders in consultation with the Independent Engineer), initiate or consent to any assignment by any other Person Change Order or Change Directive (as defined in the T5 EPC Contract) that: (i) increases the aggregate contract price payable under any such Material Project Documentthe T5 EPC Contract as of the Closing Date; provided, that: (ivA) petitionthe Borrower may, request or take any other legal or administrative action that seekssubject to the remainder of this Section 8.12(d), or may be expected, to materially impair any Borrower Party’s rights under any Material Project Document to which it is a party or seeks to amend, modify or supplement any such Material Project Document in any material respect, (v) amend, supplement or modify in any material respect any Material Project Document (in each case as in effect when originally delivered to and accepted by the Administrative Agent) to which it is a party or (vi) enter into any new agreement Change Order or instrument replacing make payment of any claim under the T5 EPC Contract, if (1) the T5 Administrative Agent has received an IE Confirming Certificate and (2) the amount of such Change Order is equal to or supplementing any Material Project Document; in each case of clauses less than $50,000,000 (i) through (vi) above without first obtainingtaking into account increases and decreases within such Change Order on a net basis and calculated, in the case of a Change Order arising due to loss or damage to Project assets, after taking into account insurance proceeds reasonably expected to be available under its insurance policies to cover such loss or damage and permitted to be so applied in accordance with the Power Purchase Agreements and terms of the Tax Equity T5 Financing Documents) so long as the aggregate amount of all Change Orders under this clause (A) (taken together on a net basis) does not exceed the amount of the then-remaining Contingency in the then current Base Case Forecast; (B) if the T5 EPC Contractor requests a Required EPC Change Order to which it is entitled under the terms of the T5 EPC Contract then, subject to the remainder of this Section 8.12(d), the prior written approval Borrower shall be entitled to authorize such change without first obtaining the consent of the T5 Administrative Agent if the amount of such change is within the remaining Contingency set forth in the Construction Budget and Schedule, or to the extent that such amount exceeds such remaining Contingency, (x) the aggregate commitment under the T5 Equity Contribution Agreement has been irrevocably and unconditionally increased in the amount at least sufficient to cover such excess amount or (y) the Borrower certifies to the T5 Administrative Agent that it reasonably expects to have (on the basis of all Lendersavailable funds, including Senior Secured Debt Commitments, cash on deposit in the T5 Construction Account or the Distribution Account, committed equity, and projected Contracted Revenues under the Credit Agreement Designated Offtake Agreements) sufficient funds in addition to those already set forth in the then current Construction Budget and Schedule for such excess amount; and (C) the Borrower may enter into any Change Order under the T5 EPC Contract for amounts in excess of the amounts specified in Section 8.12(d)(i)(A) but subject to the remainder of this Section 8.12(d); provided, that, with respect to this Section 8.12(d)(i)(C), (1) the T5 Administrative Agent has received an IE Confirming Certificate and (2) the amount of such change is within the remaining Contingency set forth in the Construction Budget and Schedule, or to the extent that such amount exceeds such remaining Contingency, (x) the aggregate commitment under the T5 Equity Contribution Agreement has been irrevocably and unconditionally increased in the amount at least sufficient to cover such excess amount or (y) the Borrower certifies to the T5 Administrative Agent that it reasonably expects to have (on the basis of all available funds, including Senior Secured Debt Commitments, cash on deposit in the T5 Construction Account or the Distribution Account, and committed equity) sufficient funds in addition to those already set forth in the then current Construction Budget and Schedule for such excess amount; (ii) extends any Guaranteed Substantial Completion Date under and as defined in the T5 EPC Contract to a date that could reasonably be expected to result in the failure by the Borrower to achieve Substantial Completion under the T5 EPC Contract by the Date Certain; (iii) except as otherwise permitted pursuant to the terms hereof or as a result of a Required EPC Change Order (provided, that the Independent Engineer concurs (which concurrence shall not be unreasonably withheld, conditioned or delayed) to the Borrower’s consent to such Change Order pursuant to the T5 EPC Contract), modifies the Performance Guarantees of the T5 EPC Contractor pursuant to the T5 EPC Contract or the criteria or procedures for the conduct or measuring of the results of the performance tests under the T5 EPC Contract, in each case in a manner that could reasonably be expected to have a material adverse effect on the Borrower’s ability to meet its LNG delivery obligations under each of each its then-existing Credit Agreement Designated Offtake Agreements or otherwise have a material adverse effect on the ability of the Borrower to achieve the Term Conversion Date by the Date Certain; (iv) adjusts the payment schedule under the T5 EPC Contract or provides a bonus to be paid to the T5 EPC Contractor thereunder, other than if such changes are made to track changes in the payment schedule as a result of any Change Order that is (1) permitted under this Section 8.12(d) or (2) a Required EPC Change Order; (v) causes any material component or material design feature or aspect of the Project to materially deviate in any fundamental manner from the description thereof set forth in the schedules, exhibits, appendices or annexes to the T5 EPC Contract (other than as the result of a Change Order which is permitted by Section 8.12(d)(i) above, any Required EPC Change Order, or otherwise permitted by this Agreement); (vi) (A) reduces the per-day nominal dollar value of any of the delay liquidated damages provisions or the per-percentage shortfall nominal dollar value of any of the performance liquidated damage provisions under the T5 EPC Contract or (B) waives or otherwise releases the T5 EPC Contractor from any liability to pay any such delay or performance liquidated damages which would otherwise be due and owing under the T5 EPC Contract (provided, that a Required EPC Change Order that the T5 EPC Contractor is entitled to under the T5 EPC Contract that modifies a Guaranteed Substantial Completion Date (as defined in the T5 EPC Contract) and that is in compliance with Section 8.12(d)(ii) shall not be deemed to violate this clause (B)); (vii) waives or results in an adverse modification of the specific provisions under the T5 EPC Contract setting forth the terms of default, termination, or suspension or constitutes a waiver by the Borrower of any event that, with the giving of notice or the lapse of time or both, would entitle the Borrower to terminate the T5 EPC Contract; (viii) except as a result of a Required EPC Change Order, impairs the ability of the Project to satisfy the Minimum Acceptance Criteria or the Performance Guarantees under the T5 EPC Contract; (ix) results in the revocation or adverse modification of any Material Government Approval that could reasonably be expected to (A) impair the ability of the Project to satisfy the Minimum Acceptance Criteria or the Performance Guarantees under the T5 EPC Contract or to achieve Substantial Completion under and as defined in the T5 EPC Contract by the Term Conversion Date or (B) materially adversely affect the Borrower’s ability to satisfy its obligations under its Credit Agreement Designated Offtake Agreements; and (x) cause the Borrower or the Project not to comply with Section 7.4(b). (e) Notwithstanding anything to the contrary in the Common Terms Agreement or any other T5 Financing Document, any Guaranteed Substantial Completion Date (as defined in the prior written approval of the Required Lenders. For the avoidance of doubt, change orders under the T5 EPC Agreements Contract) shall not be governed exclusively modified by Section 6.9. Upon any Change Order unless the execution of any Tax Equity Document with respect to a Project and upon such Change Order is permitted hereby or has been approved by the request of the Borrower, the Lenders will use commercially reasonable efforts to enter into an agreement with the Tax Equity Investor containing the terms set forth on Exhibit F.Majority Construction/Term Lenders.

Material Project Documents. The Borrower (a) No Credit Party shall (and or shall cause each Borrower Party permit any Subsidiary to) not (i) cancel enter into or terminate become a party to any Material Project Document (with any series of related Material Project Documents entered into as part of a single transaction or series of related transactions to which it is be considered as one Material Project Document for purposes of this Section 5.22) without the prior written consent of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided that the Required Lenders shall be deemed to have consented to any Credit Party’s, or their respective Subsidiaries’, entry into, or agreement to become a party to, a Project Contract related to a Bonded Project and any Project Contract which would not otherwise constitute a Material Project Document. (b) No Credit Party shall (i) amend or otherwise modify, in any material respect, any Material Project Document, except in the Ordinary Course of Business or to the extent required by the applicable Material Project Document in the Ordinary Course of Business, or (ii) grant any material waiver or consent under any Material Project Document without prior written consent of the Required Lenders; provided that any waiver or consent requiring the amendment or modification of either the Approved Budget or Milestone Schedule shall be deemed material; provided further that the Borrower Representative shall deliver to the Lenders prior written notice of any such amendment modification, waiver or consent to or accept any cancellation Material Project Document; (c) Other than upon any scheduled expiration or termination of any such Material Project Document, (ii) sell, assign (other than pursuant to the Security Documents) or otherwise dispose of (by operation of law or otherwise) any part of its interest in any Material Project Document to which it is a party or consent to any assignment by in accordance with the other party thereto, (iii) waive any material default under, or material breach of, any Material Project Document to which it is a party or waive, fail to enforce, forgive, compromise, settle, adjust or release any material right, interest or entitlement, howsoever arising, under, or in respect of any such Material Project Document or in any way vary, or consent or agree to the variation of, any material provision terms of such Material Project Document in the Ordinary Course of Business, no Credit Party shall terminate or of permit the performance termination of any material covenant or obligation by any other Person or consent to any assignment by any other Person under any such Material Project Document. (d) No Credit Party shall (or shall permit any Subsidiary to) (i) assign (other than as collateral security under the Financing Documents or any First Lien Credit Facility) or permit the assignment, (iv) petitionin whole or in part, request or take any other legal or administrative action that seeks, or may be expected, to materially impair any Borrower of either such Credit Party’s or the relevant counterparty’s rights and obligations under any Material Project Document to which it is a party or seeks to amend, modify or supplement any such Material Project Document in any material respect, (v) amend, supplement or modify in any material respect any Material Project Document (in each case as in effect when originally delivered to and accepted by the Administrative Agent) to which it is a party or (viii) enter into surrender, waive, settle, release or surrender any new agreement contractual rights or instrument replacing or supplementing litigation claims (including in tort) under any Material Project Document; in each case of clauses (i) through (vi) above without first obtaining, in the case of the Power Purchase Agreements and the Tax Equity Documents, the prior written approval of all Lenders, and in the case of each other Material Project Document, the prior written approval of the Required Lenders. For the avoidance of doubt, change orders under the EPC Agreements shall be governed exclusively by Section 6.9. Upon the execution of any Tax Equity Document with respect to a Project and upon the request of the Borrower, the Lenders will use commercially reasonable efforts to enter into an agreement with the Tax Equity Investor containing the terms set forth on Exhibit F..

Material Project Documents. The Borrower shall (and shall cause each Borrower Party to) not (i) cancel No Credit Party shall (or terminate shall permit any Subsidiary to) enter into or become a party to any Material Project Document (with any series of related Material Project Documents entered into as part of a single transaction or series of related transactions to which it is be considered as one Material Project Document for purposes of this Section 5.22) without the prior written consent of the Agent (not to be unreasonably withheld, conditioned or delayed); provided that the Agent shall be deemed to have consented to any Credit Party’s, or their respective Subsidiaries’, entry into, or agreement to become a party to, a Project Contract related to a Bonded Project and any Project Contract which would not otherwise constitute a Material Project Document. (ii) No Credit Party shall (i) amend or otherwise modify, in any material respect, any Material Project Document, except in the Ordinary Course of Business or to the extent required by the applicable Material Project Document in the Ordinary Course of Business, or (ii) grant any material waiver or consent under any Material Project Document without prior written consent of the Required Lenders; provided that any waiver or consent requiring the amendment or modification of either the then-applicable Cash Flow Projection or Milestone Schedule shall be deemed material; provided further that the Borrower MACROBUTTON DocID \\4133-3995-7584 v6 MidCap / Shimmick / Credit, Security and Guaranty Agreement Representative shall deliver to the Lenders prior written notice of any such amendment modification, waiver or consent to or accept any cancellation Material Project Document; (iii) Other than upon any scheduled expiration or termination of any such Material Project Document, (ii) sell, assign (other than pursuant to the Security Documents) or otherwise dispose of (by operation of law or otherwise) any part of its interest in any Material Project Document to which it is a party or consent to any assignment by in accordance with the other party thereto, (iii) waive any material default under, or material breach of, any Material Project Document to which it is a party or waive, fail to enforce, forgive, compromise, settle, adjust or release any material right, interest or entitlement, howsoever arising, under, or in respect of any such Material Project Document or in any way vary, or consent or agree to the variation of, any material provision terms of such Material Project Document in the Ordinary Course of Business, no Credit Party shall terminate or of permit the performance termination of any material covenant or obligation by any other Person or consent to any assignment by any other Person under any such Material Project Document, . (iv) petitionNo Credit Party shall (or shall permit any Subsidiary to) (i) assign (other than as collateral security under the Financing Documents or the AECOM Loan Documents) or permit the assignment, request in whole or take any other legal or administrative action that seeksin part, or may be expected, to materially impair any Borrower of either such Credit Party’s or the relevant counterparty’s rights and obligations under any Material Project Document to which it is a party or seeks to amend, modify or supplement any such Material Project Document in any material respect, (v) amend, supplement or modify in any material respect any Material Project Document (in each case as in effect when originally delivered to and accepted by the Administrative Agent) to which it is a party or (viii) enter into surrender, waive, settle, release or surrender any new agreement contractual rights or instrument replacing or supplementing litigation claims (including in tort) under any Material Project Document; in each case of clauses (i) through (vi) above without first obtaining, in the case of the Power Purchase Agreements and the Tax Equity Documents, the prior written approval of all Lenders, and in the case of each other Material Project Document, the prior written approval of the Required Lenders. For the avoidance of doubt, change orders under the EPC Agreements shall be governed exclusively by Section 6.9. Upon the execution of any Tax Equity Document with respect to a Project and upon the request of the Borrower, the Lenders will use commercially reasonable efforts to enter into an agreement with the Tax Equity Investor containing the terms set forth on Exhibit F..

Material Project Documents. The Borrower shall (and shall cause each Borrower Party to) not (i) cancel or terminate the CREZ Master Lease or any other Material Project Document to which it is a party or consent to or accept any cancellation or termination of the CREZ Master Lease or any such Material Project Document, (ii) sell, assign (other than pursuant to the Security Documents) or otherwise dispose of (by operation of law or otherwise) any part of its interest in the CREZ Master Lease or any Material Project Document to which it is a party or consent to any assignment by the other party thereto, (iii) waive any material default under, or material breach of, the CREZ Master Lease or any Material Project Document to which it is a party or waive, fail to enforce, forgive, compromise, settle, adjust or release any material right, interest or entitlement, howsoever arising, under, or in respect of the CREZ Master Lease or any such Material Project Document or in any way vary, or consent or agree to the variation of, any material provision of such the CREZ Master Lease or Material Project Document or of the performance of any material covenant or obligation by any other Person or consent to any assignment by any other Person under the CREZ Master Lease or any such Material Project Document, (iv) petition, request or take any other legal or administrative action that seeks, or may be expected, to materially impair any Borrower Party’s rights under the CREZ Master Lease or any Material Project Document to which it is a party or seeks to amend, modify or supplement the CREZ Master Lease or any such Material Project Document in any material respectDocument, (v) amend, supplement or modify in any material respect the CREZ Master Lease or any Material Project Document (in each case as in effect when originally delivered to and accepted by the Administrative Agent); it being understood and agreed that the entering into and completion of lease supplements in accordance with the CREZ Master Lease, including pursuant to Section 6.10(b) hereof, is not an amendment, supplement or modification of the CREZ Master Lease for purposes hereof to which it is a party party; provided that (x) work orders or notices to proceed entered under Material Project Documents and (y) change orders to the Material Project Documents consented to by the Independent Engineer are not amendments, supplements or modifications of Material Project Documents for purposes hereof and provided further that, with respect to any such change orders the dollar value of which is not greater than $500,000 individually and $2,000,000 in the aggregate for the applicable Material Project Document and which are included in or within the Construction Budget and Schedule, the consent of the Independent Engineer will not be required or (vi) enter into any new agreement or instrument replacing or supplementing the CREZ Master Lease or any Material Project DocumentDocument other than in accordance with Section 6.10(b); in each case of clauses (i) through (vi) above without first obtaining, in the case of the Power Purchase Agreements and the Tax Equity Documents, the prior written approval of all Lenders, and in the case of each other Material Project Document, obtaining the prior written approval of the Required Lenders. For the avoidance of doubt, change orders under the EPC Agreements shall be governed exclusively by Section 6.9. Upon the execution of any Tax Equity Document with respect to a Project and upon the request of the Borrower, the Lenders will use commercially reasonable efforts to enter into an agreement with the Tax Equity Investor containing the terms set forth on Exhibit F.Financing Parties.

Material Project Documents. The Borrower shall (and shall cause each Borrower Party to) not (i) cancel Cancel or terminate any Material Project Document to which it is a party or consent to or accept any cancellation or termination of any such Material Project Document, (ii) sell, assign (other than pursuant to the Security Documents) or otherwise dispose of (by operation of law or otherwise) any part of its interest in any Material Project Document to which it is a party or consent to any assignment by the other party thereto, (iii) waive any material default under, or material breach of, any Material Project Document to which it is a party or waive, fail to enforce, forgive, compromise, settle, adjust or release any material right, interest or entitlement, howsoever arising, under, or in respect of any such Material Project Document or in any way vary, or consent or agree to the variation of, any material provision of such Material Project Document or of the performance of any material covenant or obligation by any other Person or consent to any assignment by any other Person under any such Material Project Document, (iv) petition, request or take any other legal or administrative action that seeks, or may be expected, to materially impair any Borrower Partythe Borrower’s, each Tax Equity JV’s, each Lessee’s and each Project Company’s rights under any Material Project Document to which it is a party or seeks to amend, modify or supplement any such Material Project Document in any material respectrespect adverse to the Borrower, applicable Tax Equity JV, applicable Lessee or applicable Project Company, (v) other than change orders under the EPC Agreements, amend, supplement or modify in any material respect any Material Project Document (in each case as in effect when originally delivered to and accepted by the Administrative Agent) to which it is a party in a manner adverse to the Borrower or applicable Project Company or (vi) enter into any new agreement or instrument replacing or supplementing any Material Project Document; Document in each case of clauses (i) through (vi) above without first obtaining, in a manner inconsistent with the case of the Power Purchase Agreements and the Tax Equity Documents, the prior written approval of all Lenders, and in the case of each other requirements for such Material Project Document, the prior written approval of the Required LendersDocument under this Agreement. For the avoidance of doubt, change orders under the EPC Agreements Agreement, including corresponding updates to the Construction Budget and Schedule, shall be governed exclusively by Section 6.9. Upon the execution of any Tax Equity Document with respect to a Project and upon the request of the Borrower, the Lenders will use commercially reasonable efforts to enter into an agreement with the Tax Equity Investor containing the terms set forth on Exhibit F..

Material Project Documents. The Borrower (a) No Credit Party shall (and or shall cause each Borrower Party permit any Subsidiary to) not (i) cancel enter into or terminate become a party to any Material Project Document (with any series of related Material Project Documents entered into as part of a single transaction or series of related transactions to which it is be considered as one Material Project Document for purposes of this Section 5.22) without the prior written consent of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided that the Required Lenders shall be deemed to have consented to any Credit Party’s, or their respective Subsidiaries’, entry into, or agreement to become a party to, a Project Contract related to a Bonded Project and any Project Contract which would not otherwise constitute a Material Project Document. (b) No Credit Party shall (i) amend or otherwise modify, in any material respect, any Material Project Document, except in the Ordinary Course of Business or to the extent required by the applicable Material Project Document in the Ordinary Course of Business, or (ii) grant any material waiver or consent under any Material Project Document without prior written consent of the Required Lenders; provided that any waiver or consent requiring the amendment or modification of either the Approved Budget or Milestone Schedule shall be deemed material; provided further that the Borrower Representative shall deliver to the Lenders prior written notice of any such amendment modification, waiver or consent to or accept any cancellation Material Project Document; (c) Other than upon any scheduled expiration or termination of any such Material Project Document, (ii) sell, assign (other than pursuant to the Security Documents) or otherwise dispose of (by operation of law or otherwise) any part of its interest in any Material Project Document to which it is a party or consent to any assignment by in accordance with the other party thereto, (iii) waive any material default under, or material breach of, any Material Project Document to which it is a party or waive, fail to enforce, forgive, compromise, settle, adjust or release any material right, interest or entitlement, howsoever arising, under, or in respect of any such Material Project Document or in any way vary, or consent or agree to the variation of, any material provision terms of such Material Project Document in the Ordinary Course of Business, no Credit Party shall terminate or of permit the performance termination of any material covenant or obligation by any other Person or consent to any assignment by any other Person under any such Material Project Document. (d) No Credit Party shall (or shall permit any Subsidiary to) (i) assign (other than as collateral security under the Financing Documents or the First Lien Credit Facility) or permit the assignment, (iv) petitionin whole or in part, request or take any other legal or administrative action that seeks, or may be expected, to materially impair any Borrower of either such Credit Party’s or the relevant counterparty’s rights and obligations under any Material Project Document to which it is a party or seeks to amend, modify or supplement any such Material Project Document in any material respect, (v) amend, supplement or modify in any material respect any Material Project Document (in each case as in effect when originally delivered to and accepted by the Administrative Agent) to which it is a party or (viii) enter into surrender, waive, settle, release or surrender any new agreement contractual rights or instrument replacing or supplementing litigation claims (including in tort) under any Material Project Document; in each case of clauses (i) through (vi) above without first obtaining, in the case of the Power Purchase Agreements and the Tax Equity Documents, the prior written approval of all Lenders, and in the case of each other Material Project Document, the prior written approval of the Required Lenders. For the avoidance of doubt, change orders under the EPC Agreements shall be governed exclusively by Section 6.9. Upon the execution of any Tax Equity Document with respect to a Project and upon the request of the Borrower, the Lenders will use commercially reasonable efforts to enter into an agreement with the Tax Equity Investor containing the terms set forth on Exhibit F..