Common use of Amendments; Other Agreements Clause in Contracts

Amendments; Other Agreements. (a) Without the prior written consent of the Administrative Agent and the Majority Group Agents, take any Relevant Member Action to (i) terminate or cancel, exercise any right or remedy under or pursuant to any breach or default of, (ii) amend, modify, supplement or consent to any change in any material provision of (including to incur or increase any deficit restoration of a Borrower Subsidiary Party) or (iii) waive any default under, material breach of, condition, closing deliverable or other required item under, or the performance of a material obligation by any other Person under their applicable Project Documents (other than the applicable LLC Agreement); provided, however, that no consent by the Administrative Agent or any Group Agent shall be required in the case of any amendment, modification or supplement to or waiver under a Project Document (A) to correct a manifest error therein, (B) to increase the aggregate amount of an Investor’s commitment, (C) to change payment mechanics under the applicable Kronor Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Project Document with respect to the payment of Rent Prepayments or PV System purchase prices, as the case may be, provided, that such changes in payment mechanics do not negatively impact Net Cash Flows, (D) that extends the last date on which a System may be Placed in Service pursuant to the terms of the applicable Subject Fund (such date, the “Completion Deadline”) and any corresponding amendments or waivers resulting from the extension or waiver of the Completion Deadline, provided, that such extension of a Completion Deadline does not negatively impact Net Cash Flows or the net present value thereof, (E) changing any percentage restriction relating to [***] FICO score Systems in any Subject Fund to a percentage below [***]%, (F) allowing a Subject Fund to purchase Systems that include batteries, or (G) shortening the “Completion Deadline”; provided, that the Borrower shall forward any such amendments or waivers set forth in clauses (A)-(G) above to the Administrative Agent promptly after execution; provided, further, that any amendment, modification, supplement or other change of any Project Document that would cause any Tax Equity Representation not to be true and correct as of the date of such amendment, modification, supplement or other change (and giving effect thereto) shall in all cases require the prior written consent of the Administrative Agent and the Majority Group Agents. (b) Promptly after the execution and delivery thereof, the Borrower shall furnish the Administrative Agent with copies of all waivers, amendments, supplements or modifications of any Project Document and any additional material contracts or agreements to which the Borrower becomes a party after the Closing Date. (c) [Reserved]. (d) Notwithstanding the foregoing, Borrower may permit any Subject Fund to enter into an agreement for the sale of SRECs; provided that such agreement does not contain any provisions for liquidated damages, contingent liabilities or other damages, or the posting of collateral or other security. (e) Amend any LLC Agreement without the prior written consent of the Administrative Agent and the Required Group Agents.

Amendments; Other Agreements. (a) Without the prior written consent of the Administrative Agent and the Majority Group Agents, take any Relevant Member Action to (i) terminate or cancel, exercise any right or remedy under or pursuant to any breach or default of, (ii) amend, modify, supplement or consent to any change in any material provision of (including to incur or increase any deficit restoration of a Borrower Subsidiary Party) or (iii) waive any default under, material breach of, condition, closing deliverable or other required item under, or the performance of a material obligation by any other Person under their applicable Project Documents (other than the applicable LLC Agreement); provided, however, that no consent by the Administrative Agent or any Group Agent shall be required in the case of any amendment, modification or supplement to or waiver under a Project Document (A) to correct a manifest error therein, (B) to increase the aggregate amount of an Investor’s commitment, (C) to change payment mechanics under the applicable Project Document with respect to the payment of Rent Prepayments or PV System purchase prices, as the case may be, provided, that such changes in payment mechanics do not negatively Kronor Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Project Document with respect to the payment of Rent Prepayments or PV System purchase prices, as the case may be, provided, that such changes in payment mechanics do not negatively impact Net Cash Flows, (D) that extends the last date on which a System may be Placed in Service pursuant to the terms of the applicable Subject Fund (such date, the “Completion Deadline”) and any corresponding amendments or waivers resulting from the extension or waiver of the Completion Deadline, provided, that such extension of a Completion Deadline does not negatively impact Net Cash Flows or the net present value thereof, (E) changing any percentage restriction relating to [***] FICO score Systems in any Subject Fund to a percentage below [***]%, (F) allowing a Subject Fund to purchase Systems that include batteries, or (G) shortening the “Completion Deadline”; provided, that the Borrower shall forward any such amendments or waivers set forth in clauses (A)-(G) above to the Administrative Agent promptly after execution; provided, further, that any amendment, modification, supplement or other change of any Project Document that would cause any Tax Equity Representation not to be true and correct as of the date of such amendment, modification, supplement or other change (and giving effect thereto) shall in all cases require the prior written consent of the Administrative Agent and the Majority Group Agents. (b) Promptly after the execution and delivery thereof, the Borrower shall furnish the Administrative Agent with copies of all waivers, amendments, supplements or modifications of any Project Document and any additional material contracts or agreements to which the Borrower becomes a party after the Closing Date. (c) [Reserved]. (d) Notwithstanding the foregoing, Borrower may permit any Subject Fund to enter into an agreement for the sale of SRECs; provided that such agreement does not contain any provisions for liquidated damages, contingent liabilities or other damages, or the posting of collateral or other security. (e) Amend any LLC Agreement without the prior written consent of the Administrative Agent and the Required Group Agents.

Amendments; Other Agreements. (a) Without the prior written consent of the Administrative Agent and the Majority Group AgentsLenders, take any Relevant Member Action to (i) terminate or cancel, exercise any right or remedy under or pursuant to any breach or default of, (ii) materially amend, modify, supplement or consent to any change in any material provision of (including to incur or increase any deficit restoration of a Borrower Subsidiary Party) or (iii) materially waive any material default under, material breach of, material condition, closing deliverable or other required item under, or the performance of a material obligation by any other Person Person, in each case, under their applicable any (x) Other Documents, except to the extent that such actions could not reasonably be *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission expected to have a Material Adverse Effect or (y) Material Project Documents (other than unless such amendment, consent or waiver is either approved in writing by the applicable LLC Agreement)Administrative Agent or immaterial; provided, however, that no prior written consent by the Administrative Agent or any Group Agent Majority Lenders shall be required in the case of any amendment, modification or supplement to or waiver under a Other Documents or Material Project Document Documents to (A) to correct a manifest error therein, therein that is not material or (B) to increase the aggregate amount of an Investor’s commitment, (C) to change payment mechanics under the applicable Kronor Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Project Document with respect to the payment of Rent Prepayments or PV System purchase prices, as the case may be, provided, that such changes in payment mechanics do not negatively impact Net Cash Flows, (D) that extends the last date on which a System may be Placed in Service pursuant to the terms of the applicable Subject Fund (such date, the “Completion Deadline”) and any corresponding amendments or waivers resulting from the extension or waiver of the Completion Deadline, provided, that such extension of a Completion Deadline does not negatively impact Net Cash Flows or the net present value thereof, (E) changing any percentage restriction relating to [***] FICO score Systems in any Subject Fund to a percentage below [***]%, (F) allowing a Subject Fund to purchase Systems that include batteries, or (G) shortening the “Completion Deadline”; provided, that the Borrower shall forward any such amendments or waivers set forth in clauses (A)-(G) above to the Administrative Agent promptly after execution; provided, further, that any amendment, modification, supplement or other change of any Project Document that would cause any Tax Equity Representation not to be true and correct as of the date of such amendment, modification, supplement or other change (and giving effect thereto) shall in all cases require the prior written consent of the Administrative Agent and the Majority Group Agents. (b) Promptly after Amend, modify, supplement or consent to any change in any provision of the execution LLC Agreements, except to the extent that such actions could not reasonably be expected to materially and delivery thereof, the Borrower shall furnish adversely affect the Administrative Agent with copies of all waivers, amendments, supplements or modifications of any Project Document and any additional material contracts or agreements to which the Borrower becomes a party after the Closing DateLenders. (c) [Reserved]Amend, modify, supplement or consent to any change in any Approved Form Agreement unless (i) such amendments, modifications, supplements or changes do not (w) reallocate risk from the Host Customer to the Subject Fund, Managing Member or any of its Affiliates, or (x) reduce any payment obligations of the Host Customer, (y) reduces the creditworthiness standards with which the Host Customer must comply, or (z) otherwise materially increase the risk profile of the Lenders and (ii) the Borrower has promptly (and in any event within five (5) Business Days) provided copies of such amendments, modifications, supplements or changes to the Administrative Agent. (d) Notwithstanding the foregoing, Borrower may permit any Subject Fund to enter into an agreement for the sale of SRECs; provided that , including any such agreement does not contain that, notwithstanding anything to the contrary herein, contains any provisions for liquidated damages, contingent liabilities or other damages, or the posting of collateral or other security, so long as such agreements are entered into in the ordinary course of business at prices and on terms and conditions not less favorable than could be obtained on an arm’s-length basis from unrelated third parties; provided, further, that all Revenues from such sale of SRECs shall be paid directly to the Borrower by deposit by the purchaser of such SRECs directly into the Revenue Account. (e) Amend any LLC Agreement without the prior written consent of the Administrative Agent and the Required Group Agents.

Amendments; Other Agreements. (a) Without the prior written consent of the Administrative Agent and the Majority Group AgentsLenders, take any Relevant Member Action to Borrower shall not (i) terminate or cancel, exercise any right or remedy under or pursuant to any breach or default of, (ii) amend, modify, supplement or consent to any change in any material provision of (including to incur or increase any deficit restoration of a Borrower Subsidiary Party) or (iii) waive any default under, material breach of, condition, closing deliverable or other required item under, or the performance of a material obligation by or any other Person under their applicable under, the Master Lease or any other Project Documents (other than the applicable LLC Agreement)Document; provided, however, that no prior written consent by the Administrative Agent or any Group Agent Majority Lenders shall be required in the case of any amendment, modification or supplement to or waiver under a the Master Lease or any other Project Document to (A) to correct a manifest error thereintherein that is not material, (B) to increase the aggregate amount of an Investor’s commitmentRent Payments payable by the Lessee, (C) to change payment mechanics under the applicable Kronor Loan Agreement add [***] Confidential treatment has been requested for as Project States (as such term is defined in the bracketed portions. The confidential redacted portion has been omitted and filed separately Master Lease) in accordance with the Securities and Exchange Commission. Project Document with respect to the payment of Rent Prepayments Master Lease or PV System purchase prices, as the case may be, provided, that such changes in payment mechanics do not negatively impact Net Cash Flows, (D) that extends the last date on which a System may be Placed in Service pursuant allow Lessee to the terms of the applicable Subject Fund (such date, the “Completion Deadline”) and any corresponding amendments or waivers resulting from the extension or waiver of the Completion Deadline, provided, that such extension of a Completion Deadline does not negatively impact Net Cash Flows or the net present value thereof, (E) changing any percentage restriction relating to accept Customer Agreements with [***] FICO score Systems in any Subject Fund to a percentage below [***]%terms. (b) After the Closing Date, (F) allowing a Subject Fund to purchase Systems that include batteries, or (G) shortening the “Completion Deadline”; provided, that the Borrower shall forward not enter into any such amendments contract, agreement or waivers set forth in clauses (A)-(G) above to the Administrative Agent promptly after execution; provided, further, that any amendment, modification, supplement or other change of any Project Document instrument that would cause generate revenues for or would result in expenditures by Borrower in excess of Two Hundred Fifty Thousand Dollars ($250,000) in any Tax Equity Representation not to be true and correct as of the date of such amendment, modification, supplement or other change (and giving effect thereto) shall in all cases require fiscal year without the prior written consent of the Administrative Agent Majority Lenders except for (i) contracts, agreements or instruments relating to the sale of any renewable energy credits or certificates, (ii) contracts, agreements or instruments entered into by Borrower in order to comply with its obligations under Section 6.1 and Section 6.3 of the Majority Group AgentsMaster Lease and (iii) fee letters with Lenders and New Lenders in connection with an Incremental Loan Commitment Increase, provided that any payment by Borrower of such fees shall be from proceeds of the Loans. (bc) Promptly after the execution and delivery thereof, the Borrower shall furnish the Administrative Agent and the Lenders with copies of all waivers, amendments, supplements or modifications of any Project Document and any additional material contracts or agreements to which the Borrower becomes a party after the Closing Date. (c) [Reserved]. (d) Notwithstanding . For the foregoingavoidance of doubt, Borrower may permit any Subject Fund to enter into an contract, agreement or instrument for the sale payment or receipt by Borrower of SRECs; provided that such agreement does not contain any provisions for liquidated damages, contingent liabilities an amount in excess of Two Hundred Fifty Thousand Dollars ($250,000) shall constitute a material contract or other damages, or the posting of collateral or other securityagreement. (e) Amend any LLC Agreement without the prior written consent of the Administrative Agent and the Required Group Agents.

Amendments; Other Agreements. (a) Without the prior written consent of the Administrative Agent and the Majority Group AgentsAgent, take any Relevant Member Action to (i) terminate or cancel, exercise any right or remedy under or pursuant to any breach or default of, (ii) amend, modify, supplement or consent to any change in any material provision of (including to incur or increase any deficit restoration of a Borrower Subsidiary Party) or (iii) waive any default under, material breach of, condition, closing deliverable or other required item under, or the performance of a material obligation by any other Person under their applicable Project Documents (other than the applicable LLC Agreement)Documents; provided, however, that no consent by the Administrative Agent or any Group Agent shall be required in the case of any amendment, modification or supplement to or waiver under a Project Document (A) to correct a manifest error therein, (B) to increase the aggregate amount of an Investor’s commitment, (C) to change payment mechanics under the applicable Kronor Loan prior Shortfin Credit Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. written consent by the Required Lenders shall be required in the case of any amendment, modification or supplement to or waiver under a Project Document (A) to correct a manifest error therein that is not material, (B) increase the aggregate amount of an Investor’s commitment, (C) change payment mechanics under the applicable Project Document with respect to the payment of Rent Prepayments or PV System purchase prices, as the case may be, provided, that such changes in payment mechanics do not negatively impact Net Cash Flowsnet cash flows expected to be generated by such Subject Fund (as set forth in the Advance Models), (D) that extends extend the last date on which a System may be Placed in Service pursuant to the terms of the applicable Subject Fund (such date, the “Completion Deadline”) and any corresponding amendments or waivers resulting from the extension or waiver of the Completion Deadline, provided, that such extension of a Completion Deadline does not negatively impact Net Cash Flows net cash flows expected to be generated by such Subject Fund (as set forth in the Advance Models) or the net present value thereof, (E) changing any percentage restriction relating to [***] FICO score Systems in any Subject Fund to a percentage below [***]%, (F) allowing a Subject Fund to purchase Systems that include batteries, or (G) shortening the “Completion Deadline”; provided, that the Borrower shall forward any such amendments or waivers set forth in clauses (A)-(G) above to the Administrative Agent promptly after execution; provided, further, that any amendment, modification, supplement or other change of any Project Document that would cause any Tax Equity Representation not to be true and correct as of the date of such amendment, modification, supplement or other change (and giving effect thereto) shall in all cases require the prior written consent of the Administrative Agent and the Majority Group Agents. (b) Promptly after the execution and delivery thereof, the Borrower shall furnish the Administrative Agent and the Lenders with copies of all waivers, amendments, supplements or modifications of any Project Document and any additional material contracts or agreements to which the Borrower becomes a party after the Closing Date. (c) [Reserved.]. (d) Notwithstanding the foregoing, Borrower may take Relevant Member Action to permit any Subject Fund to enter into an agreement for the sale of SRECs; provided that such agreement does not contain any provisions for liquidated damages, contingent liabilities or other damages, or the posting of collateral or other security. (e) Amend any LLC Agreement without the prior written consent of the Administrative Agent and the Required Group Agents.

Amendments; Other Agreements. (a) Without the prior written consent of the Administrative Agent and the Majority Group AgentsLenders, take any Relevant Member Action to Borrower shall not (i) terminate or cancel, exercise any right or remedy under or pursuant to any breach or default of, (ii) amend, modify, supplement or consent to any change in any material provision of (including to incur or increase any deficit restoration of a Borrower Subsidiary Party) or (iii) waive any default under, material breach of, condition, closing deliverable or other required item under, or the performance of a material obligation by or any other Person under their applicable under, the Master Lease or any other Project Documents (other than the applicable LLC Agreement)Document ; provided, however, that no prior written consent by the Administrative Agent or any Group Agent Majority Lenders shall be required in the case of any amendment, modification or supplement to or waiver under a the Master Lease or any other Project Document to (A) to correct a manifest error thereintherein that is not material, (B) to increase the aggregate amount of an Investor’s commitmentRent Payments payable by the Lessee, (C) [***] or (D) [***]; provided, further, however, that any amendment, modification, waiver or consent to any change to any payment mechanics under terms in the applicable Kronor Project Documents or to the Minimum Residential Credit Standard ([***]) or Minimum Commercial Credit Standard shall also require the consent of each Joint Lead Arranger that is also a Lender at the time of such amendment, modification, waiver or consent. (b) After the Closing Date, the Borrower shall not enter into any contract, agreement or instrument that would generate revenues for or would result in expenditures by Borrower in excess of $250,000 in any fiscal year without the prior written consent of the Majority Lenders except for (i) contracts, agreements or instruments relating to the sale of any renewable energy credits or certificates, (ii) contracts, agreements or instruments entered into by Borrower in order to comply with its obligations [***] and (iii) fee letters with Lenders and New Lenders in connection with an Incremental Loan Agreement Commitment Increase, provided that any payment by Borrower of such fees shall be from proceeds of the Loans. (c) Promptly after the execution and delivery thereof, Borrower shall furnish the Administrative Agent and the Lenders with copies of all waivers, amendments, supplements or modifications of any Project Document and any additional material contracts or agreements to which Borrower becomes a party after the Closing Date. For the avoidance of doubt, any contract, agreement or instrument for the payment or receipt by Borrower of an amount in excess of $250,000 shall constitute a material contract or agreement. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Project Document with respect to the payment of Rent Prepayments or PV System purchase prices, as the case may be, provided, that such changes in payment mechanics do not negatively impact Net Cash Flows, (D) that extends the last date on which a System may be Placed in Service pursuant to the terms of the applicable Subject Fund (such date, the “Completion Deadline”) and any corresponding amendments or waivers resulting from the extension or waiver of the Completion Deadline, provided, that such extension of a Completion Deadline does not negatively impact Net Cash Flows or the net present value thereof, (E) changing any percentage restriction relating to [***] FICO score Systems in any Subject Fund to a percentage below [***]%, (F) allowing a Subject Fund to purchase Systems that include batteries, or (G) shortening the “Completion Deadline”; provided, that the Borrower shall forward any such amendments or waivers set forth in clauses (A)-(G) above to the Administrative Agent promptly after execution; provided, further, that any amendment, modification, supplement or other change of any Project Document that would cause any Tax Equity Representation not to be true and correct as of the date of such amendment, modification, supplement or other change (and giving effect thereto) shall in all cases require the prior written consent of the Administrative Agent and the Majority Group Agents. (b) Promptly after the execution and delivery thereof, the Borrower shall furnish the Administrative Agent with copies of all waivers, amendments, supplements or modifications of any Project Document and any additional material contracts or agreements to which the Borrower becomes a party after the Closing Date. (c) [Reserved]. (d) Notwithstanding the foregoing, Borrower may permit any Subject Fund to enter into an agreement for the sale of SRECs; provided that such agreement does not contain any provisions for liquidated damages, contingent liabilities or other damages, or the posting of collateral or other security. (e) Amend any LLC Agreement without the prior written consent of the Administrative Agent and the Required Group Agents.