Common use of Amendments to Project Documents Clause in Contracts

Amendments to Project Documents. The Borrower will not, without the written consent of the Required Holders, (a) cancel or terminate, or consent to the cancellation or termination of, any Material Project Document, regardless of whether it is a party thereto (other than (i) termination in accordance with the terms thereof after full performance of the obligations by each party thereto or (ii) except with respect to cancellation or termination of the Interconnect Agreement or any Purchase and Sale Agreement to which a Material Producer is a party, if a Replacement Contract is entered into within 30 days after such cancellation or termination or is replaced in accordance with Sections 11(g), (h) or (o)), or (b) amend or otherwise modify, or give any consent, waiver or approval to any variation of or deviation from, the material terms of any Material Project Document, or (c) consent to or permit or accept any prepayment of amounts to become due under or in connection with any Material Project Document, or (d) 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, or (e) waive, fail to enforce, forgive, compromise, settle, adjust or release any material right, interest or entitlement, howsoever arising, under, or in respect of any Material Project Document, or (f) enter into any additional Project Document if such Project Document exceeds $10,000,000 per annum in value or liabilities; provided that with respect to any of the foregoing no such consent of the Required Holders shall be required to the extent such action could not reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, the Borrower will not consent to any assignment or transfer by any Material Producer party to any Purchase and Sale Agreement of such Purchase and Sale Agreement unless (i) the Borrower reasonably and in good faith determines that, under the terms of such Purchase and Sale Agreement it cannot reasonably withhold its consent, or (ii) at the time of such assignment, the assignee (or the parent entity thereof) of such Purchase and Sale Agreement has a Fitch Rating of at least BBB- or higher, a S&P Rating of at least BBB- or higher, or a Xxxxx’x Rating of at least Baa3 or higher.

Amendments to Project Documents. The Borrower will not, without the written consent of the Required Holders, (a) cancel or The Company shall not terminate, amend, replace or consent otherwise modify (other than any such amendments or modifications that are immaterial or any such replacement entered into in satisfaction of the Event of Default Alternative Agreement Requirements) any of the Project Contracts to the cancellation or termination of, any Material Project Document, regardless of whether which it is a party thereto (other than any such Project Contracts that are immaterial), unless the Company delivers to the Trustee an Officer's Certificate, together with an Independent Engineer Confirmation, certifying that (i) termination in accordance with the terms thereof after full performance of the obligations by each party thereto such termination, amendment, replacement, modification or (ii) except with respect to cancellation or termination of the Interconnect Agreement or any Purchase and Sale Agreement to which a Material Producer is a party, if a Replacement Contract is entered into within 30 days after such cancellation or termination or is replaced in accordance with Sections 11(g), (h) or (o)), or (b) amend or otherwise modify, or give any consent, waiver or approval to any variation of or deviation from, the material terms of any Material Project Document, or (c) consent to or permit or accept any prepayment of amounts to become due under or in connection with any Material Project Document, or (d) 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, or (e) waive, fail to enforce, forgive, compromise, settle, adjust or release any material right, interest or entitlement, howsoever arising, under, or in respect of any Material Project Document, or (f) enter into any additional Project Document if such Project Document exceeds $10,000,000 per annum in value or liabilities; provided that with respect to any of the foregoing no such consent of the Required Holders shall be required to the extent such action could addition would not reasonably be expected to have a Material Adverse EffectEffect or (ii) such termination, amendment, replacement, modification or addition is reasonably required to comply with Law or any Governmental Approval and would not have a Material Adverse Effect in light of the consequences of not terminating, amending, replacing, modifying or adding such Project Contract. Notwithstanding Promptly upon the foregoingexecution of any replacement or additional Project Contract, the Borrower will not consent Company shall take all actions necessary to any grant the Collateral Agent (A) an assignment of the Company's rights under such Project Contract (including causing each Project Participant (other than the Mobile Energy Parties) party thereto to execute and deliver to the Collateral Agent a Consent to Assignment having terms no less favorable to the Collateral Agent and the Holders than (1) in the case of a replacement Project Contract, the Consent to Assignment delivered to the Collateral Agent in respect of the Project Contract being replaced and (2) in the case of an additional Project Contract, the form of Consent to Assignment attached as Exhibit D to the Intercreditor Agreement) and (B) a Lien on all property interests acquired by the Company in connection therewith (perfected to the extent such Lien can be perfected by filing a mortgage or fixture filing under local law or a financing statement under the Uniform Commercial Code, provided that no such assignment or transfer Lien shall be required with respect to equipment financed with purchase money obligations permitted under this Indenture if prohibited by any Material Producer party to any Purchase and Sale Agreement of such Purchase and Sale Agreement unless (i) the Borrower reasonably and in good faith determines that, under the terms of such Purchase and Sale Agreement it canpurchase money obligations). (b) Without the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities, the Mobile Energy Parties shall not terminate, amend, replace or otherwise modify any of the Financing Documents to which neither the Collateral Agent nor the Trustee is a party (other than the Working Capital Facility) unless the Company delivers to the Trustee an Officer's Certificate, together with an Independent Engineer Confirmation, certifying that such termination, amendment, replacement or modification would not reasonably withhold its consent, be expected to reduce the likelihood of payment on the Outstanding Securities or (ii) at otherwise materially and adversely affect the time Holders of such assignment, the assignee (or the parent entity thereof) of such Purchase and Sale Agreement has a Fitch Rating of at least BBB- or higher, a S&P Rating of at least BBB- or higher, or a Xxxxx’x Rating of at least Baa3 or higherOutstanding Securities.

Amendments to Project Documents. The Borrower will notIssuer shall not terminate, without the written consent ------------------------------- amend, waive or modify any of the Required Holders, (a) cancel or terminate, or consent to the cancellation or termination of, any Material Project Document, regardless of whether Documents (other than a Power Sales Agreement) to which it is a party thereto or exercise any rights it may have to consent to any assignment of any of the Material Project Documents (other than a Power Sales Agreement) by the other Project Party thereto or exercise any option under any of the Material Project Documents to which it is a party unless such termination, amendment, waiver, modification, assignment or exercise: (i) termination in accordance with the terms thereof after full performance of the obligations by each party thereto or (ii) except with respect to cancellation or termination of the Interconnect Agreement or any Purchase and Sale Agreement to which a Material Producer is a party, if a Replacement Contract is entered into within 30 days after such cancellation or termination or is replaced in accordance with Sections 11(g), (h) or (o)), or (b) amend or otherwise modify, or give any consent, waiver or approval to any variation of or deviation from, the material terms of any Material Project Document, or (c) consent to or permit or accept any prepayment of amounts to become due under or in connection with any Material Project Document, or (d) 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, or (e) waive, fail to enforce, forgive, compromise, settle, adjust or release any material right, interest or entitlement, howsoever arising, under, or in respect of any Material Project Document, or (f) enter into any additional Project Document if such Project Document exceeds $10,000,000 per annum in value or liabilities; provided that with respect to any of the foregoing no such consent of the Required Holders shall be required to the extent such action could would not reasonably be expected to have result in a Material Adverse Effect. Notwithstanding , as certified in an Officer's Certificate of the foregoingIssuer delivered to the Trustee and the Collateral Agent and, the Borrower will not consent to any if such termination, amendment, waiver, modification, assignment or transfer option would materially change the pricing or volume provisions of, or materially reduce the duration of, such Material Project Document, concurred with in writing by the Independent Engineer; (ii) is reasonably necessary in order to maintain a Power Sales Agreement in full force and effect, as certified in an Officer's Certificate of the Issuer delivered to the Trustee and the Collateral Agent and concurred with in writing by the Independent Engineer; (iii) is necessary in order for the Issuer to be in compliance with Applicable Law or to be able to obtain or maintain, or comply with the terms and conditions of, any Governmental Approval necessary for the Issuer to conduct its business as currently conducted or as proposed to be conducted or to permit the Project to maintain its certification as an Eligible Facility or the Issuer to maintain its certification as an Exempt Wholesale Generator, in each case as certified in an Officer's Certificate of the Issuer delivered to the Trustee and the Collateral Agent and accompanied by an Opinion of Counsel to such effect; or (iv) is the result of (A) a change in tariffs or similar publicly promulgated rates approved by any Material Producer party Governmental Authority which are incorporated by reference into a Project Document or (B) implementation of provisions requiring adjustments to any Purchase and Sale Agreement of such Purchase and Sale Agreement unless (i) the Borrower reasonably price or volume under, and in good faith determines thataccordance with, under the terms of a Material Project Document, if the Issuer exercises good faith and commercially reasonable efforts to negotiate price changes under such Purchase and Sale Agreement it canprovisions for adjustments to price so as not reasonably withhold its consent, or (ii) at the time of such assignment, the assignee (or the parent entity thereof) of such Purchase and Sale Agreement has to result in a Fitch Rating of at least BBB- or higher, a S&P Rating of at least BBB- or higher, or a Xxxxx’x Rating of at least Baa3 or higher.Material Adverse Effect;

Amendments to Project Documents. The Borrower Company will not, without the written consent prior approval of the Required HoldersCollateral Agent, other than Permitted Amendments, amend, vary, modify, supplement, restate, novate or replace or agree or consent to any amendment, variation, modification, supplement to or to any restatement, novation or replacement of, or grant any waiver or release under or in respect of: (a) cancel or terminate, or consent to the cancellation or termination of, any Material Project Document, regardless of whether it is a party thereto (other than Charter Agreement which would result in: (i) termination in accordance with a novation or substitution of another party for the terms thereof after full performance of Company as the obligations by each party thereto or “Owner” thereunder; (ii) except with respect to cancellation any amendment to: (A) the level and amount of Hire payable under the Charter Agreement; (B) the method of calculation or termination timing of payment of the Interconnect Agreement daily hire rate under the Charter Agreement; (C) the intended use or operation of the Vessel which would require material structural alteration to the Vessel, its equipment or systems or would otherwise affect the safety or structural integrity of the Vessel; (D) the termination provisions of the Charter Agreement; (E) the application of the force majeure provisions under the Charter Agreement; (F) the term of the Charter Agreement, other than any Purchase and Sale Agreement to which extension of the term of the Charter Agreement; or (G) the insurance requirements or the introduction of new insurance limits or requirements; or (iii) a Material Producer novation or substitution of another party that is a partynot an Affiliate (as such term is defined in the Charter Agreement) of the Charterer for the Charterer as the “Charterer” thereunder, except if such proposed substitute Charterer meets the requirements for a Replacement Contract is entered into within 30 days after such cancellation or termination or is replaced in accordance with Sections 11(gProject Participant; provided that, for the purposes of this Section 10.9(a)(iii), (h) the proviso in the definition of the term “Replacement Project Participant” that reads “provided that no such consent shall be required in the event that the replacement entity is directly or (o)), indirectly controlled by Charterer or the Manager” shall be disregarded; or (b) amend or otherwise modifythe Management Agreements, or give which would result in any consent, waiver or approval amendment to any variation of or deviation fromthe termination provisions, the specifications or the intended use or operation of the Vessel which would require material terms of any Material Project Document, or (c) consent to or permit or accept any prepayment of amounts to become due under or in connection with any Material Project Document, or (d) sell, assign (other than pursuant structural alteration to the Security Documents) Vessel, its equipment or systems or would otherwise dispose of (by operation of law affect the safety or otherwise) any part of its interest in any Material Project Document, or (e) waive, fail to enforce, forgive, compromise, settle, adjust or release any material right, interest or entitlement, howsoever arising, under, or in respect of any Material Project Document, or (f) enter into any additional Project Document if such Project Document exceeds $10,000,000 per annum in value or liabilities; provided that with respect to any structural integrity of the foregoing no such consent of the Required Holders shall be required to the extent such action could not reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, the Borrower will not consent to any assignment or transfer by any Material Producer party to any Purchase and Sale Agreement of such Purchase and Sale Agreement unless (i) the Borrower reasonably and in good faith determines that, under the terms of such Purchase and Sale Agreement it cannot reasonably withhold its consent, or (ii) at the time of such assignment, the assignee (or the parent entity thereof) of such Purchase and Sale Agreement has a Fitch Rating of at least BBB- or higher, a S&P Rating of at least BBB- or higher, or a Xxxxx’x Rating of at least Baa3 or higherVessel.

Amendments to Project Documents. The Borrower will not, without the written consent of the Required Holders, (a) cancel or The Company shall not terminate, amend, replace or consent otherwise modify (other than any such amendments or modifications that are immaterial or any such replacement entered into in satisfaction of the Event of Default Alternative Agreement Requirements) any of the Project Contracts to the cancellation or termination of, any Material Project Document, regardless of whether which it is a party thereto (other than any such Project Contracts that are immaterial), unless the Company delivers to the Tax-Exempt Indenture Trustee an Officer's Certificate, together with an Independent Engineer Confirmation, certifying that (i) termination in accordance with the terms thereof after full performance of the obligations by each party thereto such termination, amendment, replacement, modification or (ii) except with respect to cancellation or termination of the Interconnect Agreement or any Purchase and Sale Agreement to which a Material Producer is a party, if a Replacement Contract is entered into within 30 days after such cancellation or termination or is replaced in accordance with Sections 11(g), (h) or (o)), or (b) amend or otherwise modify, or give any consent, waiver or approval to any variation of or deviation from, the material terms of any Material Project Document, or (c) consent to or permit or accept any prepayment of amounts to become due under or in connection with any Material Project Document, or (d) 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, or (e) waive, fail to enforce, forgive, compromise, settle, adjust or release any material right, interest or entitlement, howsoever arising, under, or in respect of any Material Project Document, or (f) enter into any additional Project Document if such Project Document exceeds $10,000,000 per annum in value or liabilities; provided that with respect to any of the foregoing no such consent of the Required Holders shall be required to the extent such action could addition would not reasonably be expected to have a Material Adverse EffectEffect or (ii) such termination, amendment, replacement, modification or addition is reasonably required to comply with Law or any Governmental Approval and would not have a Material Adverse Effect in light of the consequences of not terminating, amending, replacing, modifying or adding such Project Contract. Notwithstanding Promptly upon the foregoingexecution of any replacement or additional Project Contract, the Borrower will not consent Company shall take all actions necessary to any grant the Collateral Agent (A) an assignment of the Company's rights under such Project Contract (including causing each Project Participant (other than the Mobile Energy Parties) party thereto to execute and deliver to the Collateral Agent a Consent to Assignment having terms no less favorable to the Collateral Agent and the Holders than (1) in the case of a replacement Project Contract, the Consent to Assignment delivered to the Collateral Agent in respect of the Project Contract being replaced and (2) in the case of an additional Project Contract, the form of Consent to Assignment attached as Exhibit D to the Intercreditor Agreement) and (B) a Lien on all property interests acquired by the Company in connection therewith (perfected to the extent such Lien can be perfected by filing a mortgage or fixture filing under local law or a financing statement under the Uniform Commercial Code, provided that no such assignment or transfer Lien shall be required with respect to equipment financed with purchase money obligations permitted under this Agreement if prohibited by any Material Producer party to any Purchase and Sale Agreement of such Purchase and Sale Agreement unless (i) the Borrower reasonably and in good faith determines that, under the terms of such Purchase purchase money obligations). (b) Without the consent of the Holders of a majority in aggregate principal amount of the Outstanding Tax-Exempt Indenture Securities in accordance with the Tax-Exempt Indenture, the Mobile Energy Parties shall not terminate, amend, replace or otherwise modify any of the Financing Documents to which neither the Collateral Agent nor the Tax-Exempt Indenture Trustee is a party (other than this Agreement and Sale Agreement it canthe Working Capital Facility) unless the Company delivers to the Tax-Exempt Indenture Trustee an Officer's Certificate, together with an Independent Engineer Confirmation, certifying that such termination, amendment, replacement or modification would not reasonably withhold its consent, be expected to reduce the likelihood of payment on the Outstanding Tax-Exempt Indenture Securities or (ii) at otherwise materially and adversely affect the time Holders of such assignment, the assignee (or the parent entity thereof) of such Purchase and Sale Agreement has a Fitch Rating of at least BBB- or higher, a S&P Rating of at least BBB- or higher, or a Xxxxx’x Rating of at least Baa3 or higherOutstanding Tax-Exempt Indenture Securities.

Amendments to Project Documents. The Borrower Company will not, nor permit either ShipCo to, without the written consent prior approval of the Required Holders, other than Permitted Amendments, amend, vary, modify, supplement, restate, novate or replace or agree or consent to any amendment, variation, modification, supplement to or to any restatement, novation or replacement of, or grant any waiver or release under or in respect of: (a) cancel or terminate, or consent to the cancellation or termination of, any Material Project Document, regardless of whether it is a party thereto (other than either Charter Agreement which would result in: (i) termination in accordance with a novation or substitution of another party for the terms thereof after full performance of relevant ShipCo as the obligations by each party thereto or “Owners” thereunder; (ii) except with respect to cancellation any amendment to: (A) reduce the level and amount of Hire payable under such Charter Agreement; (B) the method of calculation or termination timing of payment of the Interconnect daily hire rate under such Charter Agreement; (C) the intended use or operation of the relevant Vessel which would require material structural alteration to such Vessel, its equipment or systems or would otherwise affect the safety or structural integrity of such Vessel; (D) the termination provisions of such Charter Agreement; (E) the application of the force majeure provisions under such Charter Agreement; (F) the term of such Charter Agreement, other than any extension of the term of such Charter Agreement; or (G) the insurance requirements or the introduction of new insurance limits or requirements; or (iii) a novation or substitution of another party for the Charterer as the Charterer thereunder, except (x) where such proposed substitute is an affiliate of the Charterer and the applicable Charter Guarantee Agreement remains in effect in respect of the proposed substitute’s obligations under the applicable Charter Agreement or any Purchase and Sale Agreement to which a Material Producer is a party, (y) if such proposed substitute Charterer meets the requirements for a Replacement Contract is entered into within 30 days after such cancellation or termination or is replaced in accordance with Sections 11(g), (h) or (o)), or Project Participant; or (b) amend or otherwise modifythe Management Agreements, or give which would result in any consent, waiver or approval amendment to any variation of or deviation fromthe termination provisions, the specifications or the intended use or operation of the Vessels which would require material terms of any Material Project Document, or (c) consent to or permit or accept any prepayment of amounts to become due under or in connection with any Material Project Document, or (d) sell, assign (other than pursuant structural alteration to the Security Documents) Vessels, their equipment or systems or would otherwise dispose of (by operation of law affect the safety or otherwise) any part of its interest in any Material Project Document, or (e) waive, fail to enforce, forgive, compromise, settle, adjust or release any material right, interest or entitlement, howsoever arising, under, or in respect of any Material Project Document, or (f) enter into any additional Project Document if such Project Document exceeds $10,000,000 per annum in value or liabilities; provided that with respect to any structural integrity of the foregoing no such consent of the Required Holders shall be required to the extent such action could not reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, the Borrower will not consent to any assignment or transfer by any Material Producer party to any Purchase and Sale Agreement of such Purchase and Sale Agreement unless (i) the Borrower reasonably and in good faith determines that, under the terms of such Purchase and Sale Agreement it cannot reasonably withhold its consent, or (ii) at the time of such assignment, the assignee (or the parent entity thereof) of such Purchase and Sale Agreement has a Fitch Rating of at least BBB- or higher, a S&P Rating of at least BBB- or higher, or a Xxxxx’x Rating of at least Baa3 or higherVessels.