Common use of Conditional Waiver Clause in Contracts

Conditional Waiver. Subject to the conditions set forth in this Agreement, upon receipt by Bank of (i) a Compliance Certificate in form and substance acceptable to Bank for the period ending September 30, 2018 which indicates that no Event of Default has occurred and (ii) evidence satisfactory to Bank demonstrating that Borrower has received, on or prior to the expiration of the Forbearance Period, net proceeds of at least Five Million Dollars ($5,000,000) in connection with either the issuance of additional equity interests of Borrower, additional prepayment tranches from BASF in an amount not to exceed Five Million Dollars ($5,000,000) (the “Additional BASF Indebtedness”), or the incurrence of Subordinated Debt (the “Capital Raise”), then at such time the Resulting Default shall be deemed waived by Bank without any further action by Borrower or Bank and the terms of this Agreement shall no longer apply. Bank consents to the Borrower incurring the Additional BASF Indebtedness and acknowledges that the Additional BASF Indebtedness shall constitute “Permitted Indebtedness” under the Loan Agreement. Notwithstanding anything to the contrary contained herein, the Resulting Default shall not be waived if (x) the Compliance Certificate for the period ending September 30, 2018 (i) is not timely received by Bank, (ii) indicates that an Event of Default has occurred, or (iii) is not in form and substance acceptable to Bank, or (y) the Capital Raise is not timely consummated. Borrower hereby acknowledges and agrees that except as specifically provided in this Section 6, nothing in this section or anywhere in this Agreement shall be deemed or otherwise construed as a waiver by Bank of any of its rights and remedies pursuant to the Loan Documents, applicable law or otherwise.

Conditional Waiver. (a) Subject to the satisfaction of the conditions precedent set forth in this Section 2(a) of the OpCo Forbearance Agreement on or before January 31, 2022, the Signatory Lenders, who constitute all of the Lenders under the Credit Agreement, upon receipt by Bank and the Administrative Agent (acting on the instructions of (ithe Signatory Lenders) a Compliance Certificate in form hereby agree as follows: the Signatory Lenders hereby permanently waive each Forbearance Matter effective on January 31, 2022, it being acknowledged and substance acceptable agreed that the Signatory Lenders shall retain any and all claims of fraud or intentional misconduct of the Loan Parties or one or more of their parent companies based on facts and information that are not known to Bank for the period ending September 30, 2018 which indicates that no Event Signatory Lenders or the Administrative Agent as of Default has occurred and (ii) evidence satisfactory to Bank demonstrating that Borrower has received, the date hereof. To the extent the foregoing conditions are not satisfied on or prior to January 31, 2022, the expiration foregoing shall not waive any Forbearance Matter. (b) The waiver contained in the foregoing clause (a) is a limited waiver and (i) shall be limited precisely as written, (ii) shall only be relied upon and used for the specific purposes set forth herein, (iii) shall not constitute or be deemed to constitute a waiver or consent to any other Event of Default (other than as expressly noted above) or any other term or condition of the Forbearance PeriodFinancing Documents and (iv) shall not constitute a custom or course of dealing among the parties hereto. Notwithstanding any provision contained herein, net proceeds nothing contained herein shall limit any rights or remedies under the Financing Documents or applicable law based on any breaches, failures, defaults or Events of at least Five Million Dollars Default ($5,000,000as defined in each applicable Financing Document) in connection with either the issuance of additional equity interests of Borrower, additional prepayment tranches from BASF in an amount thereunder that has not been waived pursuant to exceed Five Million Dollars ($5,000,000) (the “Additional BASF Indebtedness”), or the incurrence of Subordinated Debt (the “Capital Raise”), then at such time the Resulting Default shall be deemed waived by Bank without any further action by Borrower or Bank and the terms of this Agreement shall no longer apply. Bank consents to the Borrower incurring the Additional BASF Indebtedness and acknowledges that the Additional BASF Indebtedness shall constitute “Permitted Indebtedness” under the Loan Agreement. Notwithstanding anything to the contrary contained herein, the Resulting Default shall not be waived if (x) the Compliance Certificate for the period ending September 30, 2018 (i) is not timely received by Bank, (ii) indicates that an Event of Default has occurred, or (iii) is not in form and substance acceptable to Bank, or (y) the Capital Raise is not timely consummated. Borrower hereby acknowledges and agrees that except other than as specifically provided in this Section 6, nothing in this section or anywhere in this Agreement shall be deemed or otherwise construed as a waiver by Bank of any of its rights and remedies pursuant to the Loan Documents, applicable law or otherwiseexpressly noted above).

Conditional Waiver. (a) Subject to the satisfaction of the following conditions set forth in this precedent on or before January 31, 2022, the Signatory Lenders, who constitute all of the Lenders under the Credit Agreement, upon receipt by Bank and the Administrative Agent (acting on the instructions of the Signatory Lenders) hereby agree as follows: the Signatory Lenders hereby permanently waive each Forbearance Matter effective on January 31, 2022, it being acknowledged and agreed that the Signatory Lenders shall retain any and all claims of fraud or intentional misconduct of the Loan Parties or one or more of their parent companies based on facts and information that are not known to the Signatory Lenders or the Administrative Agent as of the date hereof: (i) a Compliance Certificate in form Exxon and substance acceptable to Bank for GCEH have executed definitive documentation on terms consistent with the period ending September 30, 2018 which indicates that no Event of Default has occurred and Exxon MOU; (ii) evidence satisfactory Exxon has made an equity contribution to Bank demonstrating that GCEH in accordance with such definitive documents; (iii) GCEH has made a cash equity contribution to Borrower and an amount not less than $115,000,000 (which amounts shall be used, in part, to repay any outstanding Bridge Loans) has receivedbeen deposited by GCEH into the Construction Account; (iv) each Lender (or its designated Affiliate) has received all GCEH Warrants under and in accordance with the Sixth Amendment; and (v) each Lender (or its designated Affiliate) shall have been provided the opportunity to acquire the Series C Preferred Shares (as defined in the Exxon MOU) and GCEH Warrants, in an amount of up to $20,000,000 (for aggregate gross offering proceeds to GCE (as defined in the Exxon MOU) of $145,000,000). To the extent the foregoing conditions are not satisfied on or prior to January 31, 2022, the expiration foregoing shall not waive any Forbearance Matter. (b) The waiver contained in the foregoing clause (a) is a limited waiver and (i) shall be limited precisely as written, (ii) shall only be relied upon and used for the specific purposes set forth herein, (iii) shall not constitute or be deemed to constitute a waiver or consent to any other Event of Default (other than as expressly noted above) or any other term or condition of the Forbearance PeriodFinancing Documents and (iv) shall not constitute a custom or course of dealing among the parties hereto. Notwithstanding any provision contained herein, net proceeds nothing contained herein shall limit any rights or remedies under the Financing Documents or applicable law based on any breaches, failures, defaults or Events of at least Five Million Dollars Default ($5,000,000as defined in each applicable Financing Document) in connection with either the issuance of additional equity interests of Borrower, additional prepayment tranches from BASF in an amount thereunder that has not been waived pursuant to exceed Five Million Dollars ($5,000,000) (the “Additional BASF Indebtedness”), or the incurrence of Subordinated Debt (the “Capital Raise”), then at such time the Resulting Default shall be deemed waived by Bank without any further action by Borrower or Bank and the terms of this Agreement shall no longer apply. Bank consents to the Borrower incurring the Additional BASF Indebtedness and acknowledges that the Additional BASF Indebtedness shall constitute “Permitted Indebtedness” under the Loan Agreement. Notwithstanding anything to the contrary contained herein, the Resulting Default shall not be waived if (x) the Compliance Certificate for the period ending September 30, 2018 (i) is not timely received by Bank, (ii) indicates that an Event of Default has occurred, or (iii) is not in form and substance acceptable to Bank, or (y) the Capital Raise is not timely consummated. Borrower hereby acknowledges and agrees that except other than as specifically provided in this Section 6, nothing in this section or anywhere in this Agreement shall be deemed or otherwise construed as a waiver by Bank of any of its rights and remedies pursuant to the Loan Documents, applicable law or otherwiseexpressly noted above).

Conditional Waiver. Subject to the conditions set forth in this Agreement, upon receipt by Bank of (i) a Compliance Certificate in form and substance acceptable to Bank for the period ending September 30, 2018 which indicates that no a. The Buyers hereby waive any existing Event of Default has occurred previously made known to the Buyers by the Company in writing with respect to any and (ii) evidence satisfactory all violations of or defaults now existing under the Transaction Documents, and agree not to Bank demonstrating that Borrower has receivedexercise any rights or remedies available as a result of the occurrence thereof, on or including, but not limited to, the imposition of interest at the Default Rate prior to the expiration date hereof and any and all Registration Delay Payments which may have accrued under the Registration Rights Agreement prior to the date hereof. b. Further, the Buyers hereby agree that the failure of the Forbearance Period, net proceeds of at least Five Million Dollars ($5,000,000) Company to file any amendment or supplement to the Registration Statements and the prospectuses used in connection with either such Registration Statements from the issuance date hereof until the earlier of additional equity interests (a) the effectiveness of Borrowerthe New Registration Statement, additional prepayment tranches from BASF in an amount (b) the New Registration Deadline, if and only if the New Registration Statement is not to exceed Five Million Dollars ($5,000,000) (the “Additional BASF Indebtedness”)filed within such period, or (c) the incurrence of Subordinated Debt date that is ninety (90) days after the “Capital Raise”), then at such time the Resulting Default shall be deemed waived by Bank without any further action by Borrower or Bank and the terms of this Agreement shall no longer apply. Bank consents to the Borrower incurring the Additional BASF Indebtedness and acknowledges that the Additional BASF Indebtedness shall constitute “Permitted Indebtedness” under the Loan Agreement. Notwithstanding anything to the contrary contained herein, the Resulting Default New NYK 1161317-13.079338.0012 Registration Deadline shall not be waived if (x) the Compliance Certificate for the period ending September 30, 2018 (i) is not timely received by Bank, (ii) indicates that constitute an Event of Default under the Registration Rights Agreement or under any of the other Transaction Documents. c. For the avoidance of doubt, the Company and Buyers hereby agree that the failure by the Company to have the New Registration Statement declared effective by the SEC prior to the New Registration Effectiveness Deadline and maintained effective thereafter, in accordance with the terms of the Registration Rights Agreement, shall be deemed an Effectiveness Failure and/or a Maintenance Failure, as applicable (as defined in the Registration Rights Agreement). d. In addition, the Buyers hereby waive any other existing Event of Default under the Transaction Documents that does not, directly or indirectly, have a material negative impact on the Buyers’ security interest in the collateral or other properties of the Company in which it has occurreda security interest or have a material negative impact in the Buyers’ priority of payment under the Debentures. e. The Company hereby represents and warrants to the Buyers that it has no knowledge of any other material Defaults or Events of Default under the Transaction Documents, or (iii) is not other than those previously disclosed to the Buyers in form and substance acceptable to Bank, or (y) writing. f. The waivers granted by the Capital Raise is not timely consummated. Borrower hereby acknowledges and agrees Buyers in favor of the Company that except as specifically provided in this Section 6, nothing in this section or anywhere are contained in this Agreement shall be deemed null and void should (i) any Buyer ever be required to repay or otherwise construed as a waiver by Bank disgorge any portion of any of the Payoff Amount, or (ii) in the event the Company has breached its rights and remedies pursuant to the Loan Documents, applicable law or otherwiserepresentation in Section 12(e).

Conditional Waiver. Subject to the conditions set forth in this Agreement, upon receipt by Bank of (i) a Compliance Certificate in form and substance acceptable to Bank for the period ending September 30January 31, 2018 2019 which indicates that no Event of Default has occurred and is continuing and (ii) evidence satisfactory to Bank demonstrating that Borrower has receivedthat, on or prior to the expiration of the Forbearance Period, either (x) Borrower has received net proceeds of at least Five Three Million Two Hundred Fifty Thousand Dollars ($5,000,0003,250,000) in connection with either the issuance of additional equity interests of Borrower, Borrower or (y) additional prepayment tranches from BASF (the “Additional BASF Indebtedness”) in an amount not to exceed less than Five Million Dollars ($5,000,000) (the each, a “Additional BASF Indebtedness”), or the incurrence of Subordinated Debt (the “Capital RaiseWaiver Event”), then at such time the Resulting Default shall be deemed waived by Bank without any further action by Borrower or Bank and the terms of this Agreement shall no longer applyapply (the “Conditional Waiver”). Bank consents to the Borrower incurring the Additional BASF Indebtedness in an amount not to exceed Five Million Dollars ($5,000,000) and acknowledges that the such amount of Additional BASF Indebtedness shall constitute “Permitted Indebtedness” under the Loan Agreement. Notwithstanding anything to the contrary contained herein, the Conditional Waiver shall be of no force or effect, and the Resulting Default shall not be waived if (x) the Compliance Certificate for the period ending September 30January 31, 2018 2019 (i) is not timely received by Bank, (ii) indicates that an Event of Default has occurredoccurred and is continuing, or (iii) is not in form and substance acceptable to Bank, or (y) the Capital Raise is a Waiver Event does not timely consummatedoccur. Borrower hereby acknowledges and agrees that except as specifically provided in this Section 6, nothing in this section or anywhere in this Agreement shall be deemed or otherwise construed as a waiver by Bank of any of its rights and remedies pursuant to the Loan Documents, applicable law or otherwise.”