Common use of Amendments or Waivers of Certain Agreements Clause in Contracts

Amendments or Waivers of Certain Agreements. (a) Each of Holdings and Company shall not, and shall not permit any of its Subsidiaries to, terminate or agree to any amendment, restatement, supplement or other modification to, or waiver of, any of its rights under any Term Loan Document, any Organizational Document or the Management Services Agreement, or make any payment consistent with an amendment thereof or change thereto (which amendment or other modification, in the case of (i) an Organizational Document or any Term Loan Document, is adverse in any material respect to the rights or interests of the Lenders (provided that with respect to any termination, amendment, restatement, supplement or other modification to, or waiver of any Term Loan Document, none of the following amendments shall be deemed adverse for purposes of this clause (i): (A) payment of customary fees in connection with any amendment or waiver, or (B) any amendment implementing incremental or additional loans and/or commitments under the Term Loan Documents to the extent the Indebtedness in respect thereof is permitted under Section 6.1) and (ii) the Management Services Agreement, involves the imposition of additional fees or any increase in fees payable thereunder (other than as set forth in this Section 6.15) or is adverse in any respect to the rights or interests of the Lenders), without in each case obtaining the prior written consent of Requisite Lenders to such amendment, restatement, supplement or other modification or waiver. Each of Holdings and Company shall not, and shall not permit any of its Subsidiaries to, amend or otherwise change the terms of any Indebtedness permitted to be incurred under Section 6.1 which is subordinated to the Obligations, or make any payment consistent with an amendment thereof or change thereto, if the effect of such amendment or change is to increase the interest rate on or fees in respect of such Indebtedness, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions thereof (or of any guaranty thereof), or change any collateral therefor (other than to release such collateral), or if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor thereunder or to confer any additional rights on the holders of such Indebtedness (or a trustee or other representative on their behalf) which would be adverse to Holdings or Company, any of their Subsidiaries, or Lenders. Notwithstanding the foregoing, this Section 6.15 shall not apply to any amendment to the Management Services Agreement, or the termination thereof, executed or made in connection with a Qualifying IPO; provided, that the payments made in connection therewith shall not exceed the Qualifying IPO Payment.

Amendments or Waivers of Certain Agreements. (a) Each of Holdings and Company shall not, and shall not permit any of its Subsidiaries to, terminate or agree to any amendment, restatement, supplement or other modification to, or waiver of, any of its rights under any Term Loan Document, Credit Document or any Organizational Document or the Management Services AgreementDocument, or make any payment consistent with an amendment thereof or change thereto (which amendment or other modification, in the case of (i) an Organizational Document or any Term Loan Credit Document, is adverse in any material respect to the rights or interests of the Lenders (provided that with respect to any termination, amendment, restatement, supplement or other modification to, or waiver of any Term Loan Credit Document, none of the following amendments shall be deemed adverse for purposes of this clause (i): (A) payment of customary fees in connection with any amendment or waiver, or (B) any amendment implementing incremental or additional loans and/or commitments under the Term Loan Credit Documents to the extent the Indebtedness in respect thereof is permitted under Section 6.1) ; and (ii) the Management Services Agreementprovided, involves the imposition of additional fees or any increase in fees payable thereunder (other than as set forth in this Section 6.15) or is adverse in any further, that with respect to the rights or interests Organizational Documents of the Lenders)Holdings, Holdings shall be permitted to effect a Permitted Holdings Reincorporation) without in each case obtaining the prior written consent of Requisite Lenders to such amendment, restatement, supplement or other modification or waiver. Each of Holdings and Company shall not, and shall not permit any of its Subsidiaries to, amend or otherwise change the terms of any Indebtedness permitted to be incurred under Section 6.1 which is subordinated to the Obligations, or make any payment consistent with an amendment thereof or change thereto, if the effect of such amendment or change is to increase the interest rate on or fees in respect of such Indebtedness, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions thereof (or of any guaranty thereof), or change any collateral therefor (other than to release such collateral), or if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor thereunder or to confer any additional rights on the holders of such Indebtedness (or a trustee or other representative on their behalf) which would be adverse to Holdings or Company, any of their Subsidiaries, or Lenders. Notwithstanding the foregoing, this Section 6.15 shall not apply to any amendment to the Management Services Agreement, or the termination thereof, executed or made in connection with a Qualifying IPO; provided, that the payments made in connection therewith shall not exceed the Qualifying IPO Payment.

Amendments or Waivers of Certain Agreements. (a) Each of Holdings and Company shall not, and shall not permit A. Neither Parent nor any of its Subsidiaries to, terminate or will agree to any amendment, restatement, supplement or other modification material amendment to, or waiver of, waive any of its material rights under any Term Loan Documentunder, any Organizational Document or Acquisition Agreement after the Management Services Agreement, or make any payment consistent with an amendment thereof or change thereto (which amendment or other modification, in the case of (i) an Organizational Document or any Term Loan Document, is adverse in any material respect to Closing Date that adversely affects the rights or interests of the Lenders (provided that with respect to any termination, amendment, restatement, supplement or other modification to, or waiver of any Term Loan Document, none of the following amendments shall be deemed adverse for purposes of this clause (i): (A) payment of customary fees in connection with any amendment or waiver, or (B) any amendment implementing incremental or additional loans and/or commitments under the Term Loan Documents to the extent the Indebtedness in respect thereof is permitted under Section 6.1) and (ii) the Management Services Agreement, involves the imposition of additional fees or any increase in fees payable thereunder (other than as set forth in this Section 6.15) or is adverse in any respect to the rights or interests of the Lenders), without in each case obtaining the prior written consent of Requisite Lenders to such amendment, restatement, supplement or other modification amendment or waiver. Each of Holdings and Company shall not, and shall not permit Neither Parent nor any of its Subsidiaries will assign or consent to the assignment of any Acquisition Agreement by any other party thereto, or of any of its material rights thereunder, without in each case obtaining the prior written consent of Requisite Lenders. B. Neither Parent nor any of its Subsidiaries will agree to any material amendment to, amend or otherwise change waive any of its material rights under, any Station Agreement after the terms Closing Date that adversely affects the rights or interests of any Indebtedness permitted the Lenders without in each case obtaining the prior written consent of Requisite Lenders to be incurred under Section 6.1 which is subordinated to the Obligations, or make any payment consistent with an amendment thereof or change thereto, if the effect of such amendment or waiver; provided, however, that no such consent shall be required if any such amendment or waiver does not have an adverse effect on Lenders. Neither Parent nor any of its Subsidiaries will assign or consent to the assignment of any Station Agreement by Granite or any other party thereto, or of any of its material rights thereunder, without in each case obtaining the prior written consent of Requisite Lenders. C. Neither Parent nor any of its Subsidiaries will permit or suffer any of the following change is of control events with respect to increase Granite without obtaining the interest rate on or fees in respect prior written consent of such Indebtedness, change Requisite Lenders: (to earlier datesi) any dates upon which payments “person” or “group” of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto related “persons” as defined in Rules 13d-3 and 13d-5 under the Exchange Act (other than to eliminate the Permitted Holders (as defined in the Indenture) and any such event entity formed solely for the purpose of default owning Capital Stock of Granite) shall become the owner, directly or increase any grace period related thereto)indirectly, change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions thereof (beneficially or of any guaranty thereof)record, or change any collateral therefor (other of shares representing more than to release such collateral), or if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations 50% of the obligor thereunder aggregate ordinary voting power represented by the issued and outstanding Capital Stock of Granite, or (ii) the occurrence of any “Change of Control” as defined in the Indenture or any other similar document governing Indebtedness of Granite, in each case as amended, modified, restated or supplemented through the Closing Date and from time to confer any additional rights on the holders of such Indebtedness (or a trustee or other representative on their behalf) which would be adverse to Holdings or Company, any of their Subsidiaries, or Lenders. Notwithstanding the foregoing, this Section 6.15 shall not apply to any amendment time thereafter to the Management Services Agreementextent permitted by the Loan Documents. As used herein, the references to “beneficially own” or “beneficial ownership” shall have the termination thereof, executed or made meaning set forth in connection with a Qualifying IPO; provided, that the payments made in connection therewith shall not exceed Exchange Act and the Qualifying IPO Paymentrules and regulations promulgated thereunder.

Amendments or Waivers of Certain Agreements. (a) Each of Holdings and Company shall not, and shall not permit any of its Subsidiaries to, terminate or agree to any amendment, restatement, supplement or other modification to, or waiver of, any of its rights under any Term Loan Credit Document, any Organizational Document or the Management Services Agreement, or make any payment consistent with an amendment thereof or change thereto (which amendment or other modification, in the case of (i) an Organizational Document or any Term Loan Credit Document, is adverse in any material respect to the rights or interests of the Lenders (provided that with respect to any termination, amendment, restatement, supplement or other modification to, or waiver of any Term Loan Credit Document, none of the following amendments shall be deemed adverse for purposes of this clause (i): (A) payment of customary fees in connection with any amendment or waiver, or (B) any amendment implementing incremental or additional loans and/or commitments under the Term Loan Credit Documents to the extent the Indebtedness in respect thereof is permitted under Section 6.1; and provided, further, that with respect to the Organizational Documents of Holdings, Holdings shall be permitted to effect a Permitted Holdings Reincorporation) and (ii) the Management Services Agreement, involves the imposition of additional fees or any increase in fees payable thereunder (other than as set forth in this Section 6.15) or is adverse in any respect to the rights or interests of the Lenders), without in each case obtaining the prior written consent of Requisite Lenders to such amendment, restatement, supplement or other modification or waiver. Each of Holdings and Company shall not, and shall not permit any of its Subsidiaries to, amend or otherwise change the terms of any Indebtedness permitted to be incurred under Section 6.1 which is subordinated to the Obligations, or make any payment consistent with an amendment thereof or change thereto, if the effect of such amendment or change is to increase the interest rate on or fees in respect of such Indebtedness, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions thereof (or of any guaranty thereof), or change any collateral therefor (other than to release such collateral), or if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor thereunder or to confer any additional rights on the holders of such Indebtedness (or a trustee or other representative on their behalf) which would be adverse to Holdings or Company, any of their Subsidiaries, or Lenders. Notwithstanding the foregoing, this Section 6.15 shall not apply to any amendment to the Management Services Agreement, or the termination thereof, executed or made in connection with a Qualifying IPO; provided, that the payments made in connection therewith shall not exceed the Qualifying IPO Payment.

Amendments or Waivers of Certain Agreements. (a) Each of Holdings and Neither Company shall not, and shall not permit nor any of its Subsidiaries to, terminate or will agree to any amendment, restatement, supplement or other modification to(A) amend, or waiver of, waive any of its rights under under, or terminate any Term Related Agreement (other than the Subordinated Loan Document, any Organizational Document Documents or the Management Services Like-Kind Exchange Documents) after the Closing Date if such amendment, waver or termination would be materially adverse to Company, its Subsidiaries or the Lenders without in each case obtaining the prior written consent of Requisite Lenders to such amendment, waiver or termination, (B) amend, or waive any of its rights under, or terminate the Like-Kind Exchange Documents after the Closing Date in any manner that would be adverse to the Company, its Subsidiaries or the Lenders without in each case obtaining the prior written consent of Requisite Lenders to such amendment, waiver or termination, or (C) amend the Subordinated Loan Documents, if such amendment would (i) change the dates on which payments of principal or interest are due (other than an extension of the final maturity date), (ii) increase the rate of interest applicable to the Subordinated Loans if as a result of such increase the weighted average interest rates applicable to the Tranche B Term Loans, the Revolving Loans (assuming fully utilized Revolving Loan Commitments) and the Subordinated Loans would increase from that applicable thereto on the Closing Date (assuming the Subordinated Loans in lieu of the Bridge Loans were outstanding on such date and excluding any increase after the Closing Date in LIBOR or the Base Rate) by more than .50% per annum, (iii) make any financial covenants more restrictive except to the extent of any corresponding change in the same financial covenants in this Agreement, or (iv) make more restrictive any payment consistent with an amendment thereof other covenants or any event of default for which there are corresponding covenants or Events of Default hereunder except to the extent of any corresponding change thereto (which amendment or other modification, in the case corresponding provision hereunder, or (v) change or amend any provision or term of the Subordinated Loan Documents (iother than the provisions specified in clauses (i)-(iv) an Organizational Document above) if such change or amendment would materially increase the obligations of any Credit Party or confer additional material rights on the Subordinated Administrative Agent or any Term Loan Document, is holder of the Subordinated Loans in a manner adverse in any material respect to the rights or interests of the Lenders (provided that with respect to any termination, amendment, restatement, supplement or other modification to, or waiver of any Term Loan Document, none of the following amendments shall be deemed adverse for purposes of this clause (i): (A) payment of customary fees in connection with any amendment or waiver, or (B) any amendment implementing incremental or additional loans and/or commitments under the Term Loan Documents to the extent the Indebtedness in respect thereof is permitted under Section 6.1) and (ii) the Management Services Agreement, involves the imposition of additional fees or any increase in fees payable thereunder (other than as set forth in this Section 6.15) or is adverse in any respect to the rights or interests of the Lenders), without in each case obtaining the prior written consent of Requisite Lenders to such amendment, restatement, supplement or other modification or waiver. Each of Holdings and Company shall not, and shall not permit any of its Subsidiaries to, amend or otherwise change the terms of any Indebtedness permitted to be incurred under Section 6.1 which is subordinated to the Obligations, or make any payment consistent with an amendment thereof or change thereto, if the effect of such amendment or change is to increase the interest rate on or fees in respect of such Indebtedness, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions thereof (or of any guaranty thereof), or change any collateral therefor (other than to release such collateral), or if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor thereunder or to confer any additional rights on the holders of such Indebtedness (or a trustee or other representative on their behalf) which would be adverse to Holdings or Company, any of their Subsidiaries, or Lenders. Notwithstanding the foregoing, this Section 6.15 shall not apply to any amendment to the Management Services Agreement, or the termination thereof, executed or made in connection with a Qualifying IPO; provided, that the payments made in connection therewith shall not exceed the Qualifying IPO Payment.

Amendments or Waivers of Certain Agreements. (a) Each of Holdings and Company shall not, and shall not permit any of its Subsidiaries to, terminate or agree to any amendment, restatement, supplement or other modification to, or waiver of, any of its rights under any Term Loan Document, Revolving Credit Document or any Organizational Document or the Management Services AgreementDocument, or make any payment consistent with an amendment thereof or change thereto (which amendment or other modification, in the case of (i) an Organizational Document or any Term Loan Revolving Credit Document, is adverse in any material respect to the rights or interests of the Lenders (provided that with respect to any termination, amendment, restatement, supplement or other modification to, or waiver of any Term Revolving Loan Document, none of the following amendments shall be deemed adverse for purposes of this clause (i): (A) any waiver of any default or event of default or any other waiver or amendment permitting or increasing (or having the effect of permitting or increasing) borrowing availability under the Borrowing Base (without increasing the commitments under the Revolving Credit Facility), (B) payment of customary fees in connection with any amendment waiver or waiveramendment, or (BC) any amendment implementing incremental or additional loans and/or commitments under the Term Revolving Loan Documents to the extent the Indebtedness in respect thereof is permitted under Section 6.1) 6.1 and (ii) the Management Services Agreementprovided, involves the imposition of additional fees or any increase in fees payable thereunder (other than as set forth in this Section 6.15) or is adverse in any further, that with respect to the rights or interests Organizational Documents of the Lenders)Holdings, Holdings shall be permitted to effect a Permitted Holdings Reincorporation without in each case obtaining the prior written consent of Requisite Lenders to such amendment, restatement, supplement or other modification or waiver. Each of Holdings and Company shall not, and shall not permit any of its Subsidiaries to, amend or otherwise change the terms of any Indebtedness permitted to be incurred under Section 6.1 which is subordinated to the Obligations, or make any payment consistent with an amendment thereof or change thereto, if the effect of such amendment or change is to increase the interest rate on or fees in respect of such Indebtedness, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions thereof (or of any guaranty thereof), or change any collateral therefor (other than to release such collateral), or if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor thereunder or to confer any additional rights on the holders of such Indebtedness (or a trustee or other representative on their behalf) which would be adverse to Holdings or Company, any of their Subsidiaries, or Lenders. Notwithstanding the foregoing, this Section 6.15 shall not apply to any amendment to the Management Services Agreement, or the termination thereof, executed or made in connection with a Qualifying IPO; provided, that the payments made in connection therewith shall not exceed the Qualifying IPO Payment.

Amendments or Waivers of Certain Agreements. (a) Each of Holdings and Neither Company nor any Guarantor Subsidiary shall, nor shall not, and shall not it permit any of its Restricted Subsidiaries to, terminate or agree to any material amendment, restatement, supplement or other modification to, or waiver of, any of its material rights under any Term Loan Document, any Organizational Document or the Management Services Agreement, or make any payment consistent with an amendment thereof or change thereto (which amendment or other modification, in the case of (i) an Organizational Document or any Term Loan Document, is adverse in any material respect to the rights or interests of the Lenders (provided that principal documents relating to Limited Recourse Debt with respect to any termination, a Project after the Closing Date if such amendment, restatement, supplement or other modification to, or waiver of any Term Loan Document, none of the following amendments shall be deemed adverse for purposes of this clause (i): (A) payment of customary fees in connection with any amendment or waiver, or (B) any amendment implementing incremental or additional loans and/or commitments under the Term Loan Documents together with all other amendments, restatements, modifications and waivers made, would reasonably be expected to the extent the Indebtedness in respect thereof is permitted under Section 6.1) and (ii) the Management Services Agreement, involves the imposition of additional fees or any increase in fees payable thereunder (other than as set forth in this Section 6.15) or is adverse in any respect to the rights or interests of the Lenders), have a Material Adverse Effect; without in each case obtaining the prior written consent of Requisite Lenders to such amendment, restatement, supplement or other modification or waiver. Each of Holdings and Company shall not, and . (b) Holding shall not permit any of its Subsidiaries to, amend or otherwise change the terms of any Indebtedness permitted to be incurred under Section 6.1 which is subordinated to the Obligations, or make any payment consistent with an amendment thereof or change thereto, Convertible Debentures if the effect of such amendment or change is to increase the interest rate on or fees in respect of such IndebtednessConvertible Debentures, change (to earlier dates) any dates upon which payments in respect of principal or interest are due thereon, change the redemption, prepayment or defeasance provisions thereof (including changing the cash settled portion, but expressly not any net share settled portion), change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or default, increase any grace period related thereto), change the redemption, prepayment thereto or defeasance provisions thereof, change the subordination provisions thereof (otherwise make such event of default or of any guaranty thereof), condition less restrictive or change any collateral therefor (other than to release such collateral), burdensome on Holding) or if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor Holding thereunder or to confer any additional rights on the holders of such Indebtedness Convertible Debentures (or a trustee or other representative on their behalf) which would be materially adverse to Holdings or CompanyLenders; provided however, any that for the avoidance of their Subsidiaries, or Lenders. Notwithstanding the foregoing, doubt this Section 6.15 6.12 shall not apply to prohibit any amendment payment of the Convertible Debentures permitted by Section 6.4(c). (c) Neither Company nor any Guarantor Subsidiary shall amend, modify or change in any manner materially adverse to the Management interests of the Lenders any term or condition of the Holding Tax Sharing Agreement and the Corporate Services Agreement, or Reimbursement Agreement without obtaining the termination thereof, executed or made in connection with a Qualifying IPO; provided, that the payments made in connection therewith shall not exceed the Qualifying IPO Paymentprior written consent of Requisite Lenders.

Amendments or Waivers of Certain Agreements. (a) Each of Holdings and the Company shall not, and shall not permit any of its Subsidiaries to, terminate or agree to any amendment, restatement, supplement or other modification to, or waiver of, any of its rights under any Term Loan Document, Revolving Credit Document or any Organizational Document or the Management Services AgreementDocument, or make any payment consistent with an amendment thereof or change thereto (which amendment or other modification, in the case of (i) an Organizational Document or any Term Loan Revolving Credit Document, is adverse in any material respect to the rights or interests of the Lenders (provided that with respect to any termination, amendment, restatement, supplement or other modification to, or waiver of any Term Loan Revolving Credit Document, none of the following amendments shall be deemed adverse for purposes of this clause (i): (A) any waiver of any default or event of default or any other waiver or amendment permitting or increasing (or having the effect of permitting or increasing) borrowing availability under the Borrowing Base (without increasing the commitments under the Revolving Credit Facility), (B) payment of customary fees in connection with any amendment waiver or waiveramendment, or (BC) any amendment implementing incremental or additional loans and/or commitments under the Term Loan Revolving Credit Documents to the extent the Indebtedness in respect thereof is permitted under Section 6.1) 6.1 and (ii) the Management Services Agreementprovided, involves the imposition of additional fees or any increase in fees payable thereunder (other than as set forth in this Section 6.15) or is adverse in any further, that with respect to the rights or interests Organizational Documents of the Lenders)Holdings, Holdings shall be permitted to effect a Permitted Holdings Reincorporation without in each case obtaining the prior written consent of Requisite Lenders to such amendment, restatement, supplement or other modification or waiver. Each of Holdings and the Company shall not, and shall not permit any of its Subsidiaries to, amend or otherwise change the terms of any Indebtedness permitted to be incurred under Section 6.1 which is subordinated to the Obligations, or make any payment consistent with an amendment thereof or change thereto, if the effect of such amendment or change is to increase the interest rate on or fees in respect of such Indebtedness, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions thereof (or of any guaranty thereof), or change any collateral therefor (other than to release such collateral), or if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor thereunder or to confer any additional rights on the holders of such Indebtedness (or a trustee or other representative on their behalf) which would be adverse to Holdings or the Company, any of their Subsidiaries, or Lenders. Notwithstanding the foregoing, this Section 6.15 shall not apply to any amendment to the Management Services Agreement, or the termination thereof, executed or made in connection with a Qualifying IPO; provided, that the payments made in connection therewith shall not exceed the Qualifying IPO Payment.

Amendments or Waivers of Certain Agreements. (a) Each of Holdings and Company shall not, and The Credit Parties shall not (except to the extent permitted under or required by the Project Financing Documents (as the terms and conditions of such Project Financing Documents are in effect on the date hereof or, if later, as of the date that the applicable Restricted Subsidiary became a Restricted Subsidiary, without giving effect to any amendment, waiver or consent thereunder after the date hereof or such later date, as applicable, unless a consent or waiver is also obtained in accordance with Section 10.5)) permit their Restricted Subsidiaries to suspend, replace, cancel or terminate any Project PPA or the Gulf Wind Hedge or consent to, allow to subsist, or accept any suspension, replacement, cancellation or termination thereof, or agree to any material amendment, restatement, supplement or other modification to, or waiver of, any of its material rights under the applicable Project PPAs or the Gulf Wind Hedge. (b) Subject to Section 6.11(c), the Credit Parties shall not (except to the extent permitted under or required by the Project Financing Documents (as the terms and conditions of such Project Financing Documents are in effect on the date hereof or, if later, as of the date that the applicable Restricted Subsidiary became a Restricted Subsidiary, without giving effect to any amendment, waiver or consent thereunder after the date hereof or such later date, as applicable unless a consent or waiver is also obtained in accordance with Section 10.5)) permit their Restricted Operating Company Subsidiaries to, terminate or to agree to any amendment, restatement, supplement or other modification to, or waiver of, or any suspension, replacement, cancellation or termination of any of its their rights under any Term Loan Documentthe Project Financing Documents if such amendment, any Organizational Document or the Management Services Agreementrestatement, or make any payment consistent with an amendment thereof or change thereto (which amendment or other modification, waiver, suspension, replacement, cancellation or termination, together with all other amendments, restatements, modifications, waivers, suspensions, replacements, cancellations or terminations, would reasonably be expected to reduce, in any given year, the Available Cash to be distributed by any Restricted Operating Company Subsidiary to the applicable Restricted Holding Company Subsidiary by twenty percent (20%) or more as compared to the applicable Projections for such Restricted Operating Subsidiary in the case Base Case Model for such period or otherwise have a Material Adverse Effect; provided, that the foregoing shall not be construed to limit any of (i) an Organizational Document or any Term Loan Document, is adverse the Credit Parties’ express obligations set forth in any material the Credit Documents with respect to the rights or interests of Restricted Operating Company Subsidiaries and the Lenders Projects. (provided that with respect c) The Credit Parties shall not permit their Restricted Operating Company Subsidiaries to agree to any termination, amendment, restatement, supplement or other modification to, or waiver of of, or any Term Loan Documentsuspension, none replacement, cancellation of the following amendments shall be deemed adverse for purposes of this clause Project Financing Documents with respect to (i): ) Permitted Project Debt (A) payment of customary fees other than in connection accordance with any amendment or waiver, or (B) any amendment implementing incremental or additional loans and/or commitments under the Term Loan Documents to the extent the Indebtedness in respect thereof is permitted under Section 6.1) and ), (ii) the Management Services Agreement, involves the imposition of additional fees or any increase in fees payable thereunder Permitted Project Liens (other than as set forth in accordance with Section 6.2), (iii) Subsidiary Distribution Restrictions (other than in accordance with Section 6.5 and this Section 6.156.11), (iv) Project Asset Sales (other than in accordance with Section 6.8), and (v) any Project PPA or is adverse the Gulf Wind Hedge (other than in accordance with this Section 6.11) that, in any such case, would result in the corresponding provisions in such Project Financing Document becoming in any manner less restrictive with respect to the rights or interests applicable Restricted Operating Company Subsidiary than as are in effect on the date hereof or, if later, as of the Lenders), without date that the applicable Restricted Operating Company Subsidiary became a Restricted Operating Company Subsidiary. (d) Without limiting anything in each case obtaining the prior written consent of Requisite Lenders to such amendment, restatement, supplement this Agreement or any other modification or waiver. Each of Holdings and Company shall not, and shall not permit any of its Subsidiaries to, amend or otherwise change the terms of any Indebtedness permitted to be incurred under Section 6.1 which is subordinated Credit Document to the Obligationscontrary, in no event shall any Project Financing Documents be amended, restated, supplemented, or make modified such that any payment consistent Permitted Project Debt associated with an amendment thereof or change thereto, if the effect of such amendment or change is to increase the interest rate on or fees in respect of such Indebtedness, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions thereof (or of any guaranty thereof), or change any collateral therefor (other than to release such collateral), or if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor thereunder or to confer any additional rights on the holders of such Indebtedness (or a trustee or other representative on their behalf) which would be adverse to Holdings or Company, any of their Subsidiaries, or Lenders. Notwithstanding the foregoing, this Section 6.15 specified Project shall not apply have recourse to any amendment to the Management Services Agreement, other Project or the termination thereof, executed or made in connection with a Qualifying IPO; provided, that the payments made in connection therewith shall not exceed the Qualifying IPO PaymentSecured Parties.

Amendments or Waivers of Certain Agreements. (a) Each of Holdings and The Company shall not, and shall not permit any of its Subsidiaries to, terminate or agree to any amendment, restatement, supplement or other modification to, or waiver of, subject to the Intercreditor Agreement, any of its rights under any Term Loan Document, Revolving Credit Document or any Organizational Document or the Management Services AgreementDocument, or make any payment consistent with an amendment thereof or change thereto (which amendment or other modification, in the case of (i) an Organizational Document or any Term Loan Revolving Credit Document, is adverse in any material respect to the rights or interests of the Lenders (provided that with respect to any termination, amendment, restatement, supplement or other modification to, or waiver of any Term Loan Revolving Credit Document, none of the following amendments shall be deemed adverse for purposes of this clause (i): (A) any waiver of any default or event of default or any other waiver or amendment permitting or increasing (or having the effect of permitting or increasing) borrowing availability under the Borrowing Base (without increasing the commitments under the Revolving Credit Facility), (B) payment of customary fees in connection with any amendment waiver or waiveramendment, or (BC) any amendment implementing incremental or additional loans and/or commitments under the Term Loan Revolving Credit Documents to the extent the Indebtedness in respect thereof is permitted under Section 6.1) and (ii) the Management Services Agreement, involves the imposition of additional fees or any increase in fees payable thereunder (other than as set forth in this Section 6.15) or is adverse in any respect to the rights or interests of the Lenders), without in each case obtaining the prior written consent of Requisite Lenders to such amendment, restatement, supplement or other modification or waiver. Each of Holdings and The Company shall not, and shall not permit any of its Subsidiaries to, amend or otherwise change the terms of any Indebtedness permitted to be incurred under Section 6.1 which is subordinated to the Obligations, or make any payment consistent with an amendment thereof or change thereto, if the effect of such amendment or change is to increase the interest rate on or fees in respect of such Indebtedness, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions thereof (or of any guaranty thereof), or change any collateral therefor (other than to release such collateral), or if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor thereunder or to confer any additional rights on the holders of such Indebtedness (or a trustee or other representative on their behalf) which would be adverse to Holdings or the Company, any of their its Subsidiaries, or Lenders. Notwithstanding the foregoingThe Company shall not, this Section 6.15 and shall not apply permit any of its Subsidiaries to, agree to any amendment amendment, restatement, supplement or other modification to, or waiver of, the terms of any agreement, instrument or other document evidencing Indebtedness secured by a Lien on any asset of such Person that is junior in priority to the Management Services Agreement, Liens securing the Obligations that is adverse in any material respect to the rights or interests of the termination thereof, executed or made in connection with a Qualifying IPO; provided, that the payments made in connection therewith shall not exceed the Qualifying IPO PaymentLenders.

Amendments or Waivers of Certain Agreements. (a) Each of Holdings and Neither Company nor any Guarantor Subsidiary shall, nor shall not, and shall not it permit any of its Restricted Subsidiaries to, terminate or agree to any material amendment, restatement, supplement or other modification to, or waiver of, any of its material rights under any Term Loan Document, any Organizational Document or the Management Services Agreement, or make any payment consistent with an amendment thereof or change thereto (which amendment or other modification, in the case of (i) an Organizational Document or any Term Loan Document, is adverse in any material respect to the rights or interests of the Lenders (provided that principal documents relating to Limited Recourse Debt with respect to any termination, a Project after the Amendment and Restatement Effective Date if such amendment, restatement, supplement or other modification to, or waiver of any Term Loan Document, none of the following amendments shall be deemed adverse for purposes of this clause (i): (A) payment of customary fees in connection with any amendment or waiver, or (B) any amendment implementing incremental or additional loans and/or commitments under the Term Loan Documents together with all other amendments, restatements, modifications and waivers made, would reasonably be expected to the extent the Indebtedness in respect thereof is permitted under Section 6.1) and (ii) the Management Services Agreement, involves the imposition of additional fees or any increase in fees payable thereunder (other than as set forth in this Section 6.15) or is adverse in any respect to the rights or interests of the Lenders), have a Material Adverse Effect; without in each case obtaining the prior written consent of Requisite Lenders to such amendment, restatement, supplement or other modification or waiver. Each of Holdings and Company shall not, and . (b) Holding shall not permit any of its Subsidiaries to, amend or otherwise change the terms of any Indebtedness permitted to be incurred under Section 6.1 which is subordinated to the Obligations, or make any payment consistent with an amendment thereof or change thereto, Convertible Debentures if the effect of such amendment or change is to increase the interest rate on or fees in respect of such IndebtednessConvertible Debentures, change (to earlier dates) any dates upon which payments in respect of principal or interest are due thereon, change the redemption, prepayment or defeasance provisions thereof (including changing the cash settled portion, but expressly not any net share settled portion), change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or default, increase any grace period related thereto), change the redemption, prepayment thereto or defeasance provisions thereof, change the subordination provisions thereof (otherwise make such event of default or of any guaranty thereof), condition less restrictive or change any collateral therefor (other than to release such collateral), burdensome on Holding) or if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor Holding thereunder or to confer any additional rights on the holders of such Indebtedness Convertible Debentures (or a trustee or other representative on their behalf) which would be materially adverse to Holdings or CompanyLenders; provided however, any that for the avoidance of their Subsidiaries, or Lenders. Notwithstanding the foregoing, doubt this Section 6.15 6.12 shall not apply to prohibit any amendment payment of the Convertible Debentures permitted by Section 6.4(c). (c) Neither Company nor any Guarantor Subsidiary shall amend, modify or change in any manner materially adverse to the Management interests of the Lenders any term or condition of the Holding Tax Sharing Agreement and the Corporate Services Agreement, or Reimbursement Agreement without obtaining the termination thereof, executed or made in connection with a Qualifying IPO; provided, that the payments made in connection therewith shall not exceed the Qualifying IPO Paymentprior written consent of Requisite Lenders.