Back-Stop Loan Agreement. Harbinger shall not permit any amendment or modification to the Back-Stop Loan Agreement and the documents evidencing or otherwise securing same without first obtaining Pinnacle’s express written consent determined in Pinnacle’s sole discretion if such amendment or modification seeks to (i) decrease the amount available for borrowing thereunder including for greater certainty any change in the definitions of ACDL Additional Financing or HTPCL Additional Financing, (ii) increase the interest payable for borrowings thereunder, shorten the term of the loans available thereunder, or (iii) increase the collateral provided as security therefor; otherwise, such consent may not be unreasonably denied or delayed. Any request for Pinnacle’s consent to an amendment or modification shall, to be effective, be accompanied by a reasonably detailed explanation of the proposed amendment or modification and the underlying reasons therefor or purpose, and provide Pinnacle with all appropriate documents that may be necessary to properly evaluate the propriety of the proposed amendment, together with a draft effecting same. The forgoing consent provisions shall not apply in respect of prepayments made by the Company.
