Common use of Portfolio Documents Clause in Contracts

Portfolio Documents. (a) The Borrower shall not, and shall not permit any Subsidiary to, amend, modify or terminate any Portfolio Document, or waive any material breach under, or material breach of, any Portfolio Document, without the prior written consent of the Administrative Agent (acting on the instructions of the Required Lenders) to the extent that any such amendment, modification, termination or waiver could reasonably be expected to have a Material Adverse Effect; provided, that, for the avoidance of doubt, the Subsidiaries shall be permitted to enter into an agreement to amend or modify (i) the electricity or lease rate, annual escalator or term of any Exempt Customer Agreement only (such agreement, a “Payment Facilitation Agreement”), so long as such amendment or modification is (A) permitted under the applicable Tax Equity Documents and (B) made in good faith for a commercially reasonable purpose and is intended to maximize the long-term economic value of the Customer Agreement as against its value if the Payment Facilitation Agreement had not been entered into (as reasonably determined by the Sponsor in good faith and in light of the facts and circumstances known at the time of such amendment or modification), (ii) a Master Turnkey Installation Agreement to the extent that such amendment or modification could not reasonably be expected to have a Material Adverse Effect and (iii) a Tax Equity Limited Liability Company Agreement as necessary to comply with Section 6.27(e) hereof. (b) The Borrower shall not, and shall not permit any Subsidiary to, enter into any new agreement or contract, other than the Transaction Documents and the Excluded REC Contracts or any contract or agreement incidental or necessary to the operation of its business that do not allocate material risk to any Relevant Party and have a term of less than one year or that has a value over its term not exceeding $100,000, without the prior written consent of the Administrative Agent (acting on the instructions of the Required Lenders). (c) The Borrower shall not, and shall not permit any Subsidiary to, assign, novate or otherwise transfer or consent to an assignment, novation or any other transfer of a Project Document other than (i) pursuant to the Collateral Documents, (ii) transfers of an interest in an Opco, Inverted Lease Holdco or Partnership Flip Holdco pursuant to a Permitted Fund Disposition or permitted in accordance with clause (d) below and Section 6.08(g) and (iii) assignments of a Customer Agreement to a replacement Customer in accordance with the terms of the Customer Agreement and applicable Law (including consumer leasing and protection Law). (d) No Tax Equity Holdco shall exercise any option to purchase the outstanding “class A” membership interests of a Tax Equity Opco or any membership interests held by a Tax Equity Class A Member in such Tax Equity Opco without the prior written consent of the Administrative Agent (acting on the instructions of the Required Lenders); provided that, upon obtaining such consent and notwithstanding anything to the contrary in this Agreement, Sponsor may make a capital contribution to the applicable Tax Equity Holdco for the purchase of such membership interests.

Portfolio Documents. (a) The Borrower shall not, and shall not permit any Subsidiary to, amend, modify or terminate any Portfolio Document, or waive any material breach under, or material breach of, any Portfolio Document, without the prior written consent of the Administrative Agent (acting on the instructions of the Required Lenders) to the extent that any such amendment, modification, termination or waiver could reasonably be expected to have a Material Adverse Effect); provided, that, for the avoidance of doubt, that the Subsidiaries shall be permitted to enter into an agreement to amend or modify (i) the electricity or lease rate, annual escalator or term of any Exempt Customer Agreement only (such agreement, a “Payment Facilitation Agreement”), so long as such amendment or modification is (A) permitted under the applicable Tax Equity Documents and (B) made in good faith for a commercially reasonable purpose and is intended to maximize the long-term economic value of the Customer Agreement as against its value if the Payment Facilitation Agreement had not been entered into (as reasonably determined by the Sponsor in good faith and in light of the facts and circumstances known at the time of such amendment or modification), ) and (ii) a Master Turnkey Installation Agreement Agreements to the extent that such amendment or modification could not reasonably be expected to have a Material Adverse Effect Effect. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and (iii) a Tax Equity Limited Liability Company Agreement as necessary to comply filed separately with Section 6.27(e) hereof.the Securities and Exchange Commission. 115 TLA CREDIT AGREEMENT (b) The Borrower shall not, and shall not permit any Subsidiary to, enter into any new agreement or contract, other than the Transaction Documents and the Excluded REC Contracts or any contract or agreement incidental or necessary to the operation of its business that do not allocate material risk to any Relevant Party and have a term of less than one year or that has a value over its term not exceeding $100,000, without the prior written consent of the Administrative Agent (acting on the instructions of the Required Lenders). (c) The Borrower shall not, and shall not permit any Subsidiary to, assign, novate or otherwise transfer or consent to an assignment, novation or any other transfer of a Project Document other than (i) pursuant to the Collateral Documents, (ii) transfers of an interest in an Opco, Inverted Lease Holdco or Partnership Flip Holdco pursuant to a Permitted Fund Disposition or Opco which are permitted in accordance with clause (d) below and Section 6.08(g7.08(g) and (iii) assignments of a Customer Agreement to a replacement Customer in accordance with the terms of the Customer Agreement and applicable Law (including consumer leasing and protection Law). (d) No Tax Equity Holdco shall exercise any option to purchase the outstanding “class A” membership interests of a Tax Equity Opco or any membership interests held by a Tax Equity Class A Member in such Tax Equity Opco without the prior written consent of the Administrative Agent (acting on the instructions of the Required Lenders); provided that, upon obtaining such consent and notwithstanding anything to the contrary in this Agreement, Sponsor may make a capital contribution to the applicable Tax Equity Holdco for the purchase of such membership interests.

Portfolio Documents. (a) The Borrower shall not, and shall not permit any Subsidiary Relevant Party or any Affiliate party to a Portfolio Document to, amendamend or modify any Portfolio Document, modify or terminate any Portfolio Document, or waive any material breach under, or material breach of, any Portfolio Document, without the prior written consent of the Administrative Agent (acting on the written instructions of the Required Majority Lenders) to the extent that any such amendment, modification, termination or waiver could reasonably be expected expected: (i) in the aggregate across all such amendments, modifications, terminations and waivers to all Portfolio Documents, to have a Material Adverse Effect; (ii) to result in a reduction of Net Cash Flow; (iii) to result in the Portfolio Value, calculated immediately after giving effect to such modification to be less than the Portfolio Value, calculated immediately prior to giving effect to such modification; or (iv) to result in a contingent liability arising other than in the ordinary course of business, provided, that, for that the avoidance of doubt, the Subsidiaries Relevant Parties shall be permitted to enter into an agreement to amend or modify (i) the electricity or lease rate, annual escalator or term of any Exempt Customer Agreement only (such agreement, a “Payment Facilitation Agreement”), so long as such amendment or modification is (A) permitted under the applicable Tax Equity Documents and (B) made in good faith for a commercially reasonable purpose and is intended to maximize the long-term economic value of the Customer Agreement as against its value if the Payment [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. Facilitation Agreement had not been entered into (as reasonably determined by the Sponsor in good faith and in light of the facts and circumstances known at the time of such amendment or modification), ) and (ii) a Master Turnkey Installation Agreement to the extent that such amendment or modification could not reasonably be expected to have a Material Adverse Effect and (iii) a Tax Equity Limited Liability Company Agreement as necessary to comply with make the amendments contemplated by Section 6.27(e8.22 (Post-Closing Covenant) hereof; provided, further, that, for any Customer Agreement for which the Fund Provider reasonably determines the Customer under such Customer Agreement could reasonably be expected to stop making Rent payments due under the Customer Agreement, the Relevant Parties or Fund Provider may enter into a delayed payment plan to adjust the timing of payments under such Customer Agreement for up to twelve (12) months. (b) Without limitation to Section 9.10(a) (Portfolio Documents), any amendment or modification to a Portfolio Document that: (i) could change the capital commitments by a Tax Equity Member; (ii) could change the timing of distributions to the applicable Guarantor under the Tax Equity Documents; (iii) extends any final completion deadline or the deployment period for Projects (other than any Non-PTO Project) beyond December 31, 2016; (iv) would materially limit the services to be provided by, or reduce the standard of care applicable to, the Fund Provider or the Manager; (v) would include any new management fee or incentive fee or otherwise increase the Service Fees paid to the Fund Provider or the Manager; (vi) would cause the Portfolio Document to be in violation of, or adversely affect the applicable Relevant Party’s ability to comply with, any applicable Laws in any material respect (including, without limitation, any violation of, or adverse impact on compliance with, all consumer leasing and protection Laws and all Environmental Laws); (vii) would include any preferred distribution to the Tax Equity Member or preferential payments on any indemnity, a put or withdrawal option or other contingent cash diversion provisions in a Tax Equity Document; (viii) would permit any material new Lien or Indebtedness for borrowed money to be incurred by a Tax Equity Fund (other than any Permitted Lien (not including any Lien that would be permitted by clause (j) of the definition of “Permitted Liens”), Permitted Indebtedness or such other Indebtedness or Liens incurred for the benefit of the Secured Parties under the Collateral Documents); or (ix) has not been consented to by the ITC Insurer or ITC Underwriting Representative, as applicable, to the extent required under the ITC Insurance Policy; [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. shall require the consent of the Administrative Agent (acting on the written instructions of the Majority Lenders). (c) The Borrower shall not, and shall not permit any Subsidiary Relevant Party to, enter into any new agreement or contract, other than the Transaction Documents and the Excluded REC Contracts or any contract or agreement incidental or necessary to the operation of its business that do not allocate material risk to any Relevant Party and have a term of less than one year or that has a value over its term not exceeding $100,000, without the prior written consent of the Administrative Agent (acting on the written instructions of the Required Majority Lenders). (cd) The Borrower shall not, and shall not permit any Subsidiary Relevant Party to, replace a Fund Provider under a Services Agreement or as the Lease Manager unless (i) the applicable replacement is a Qualified Manager (provided, that, the Back-Up Servicer is acknowledged to be an acceptable replacement in respect of the Administrative Services), (ii) such replacement Fund Provider executes a replacement to the applicable Services Agreements and Back-Up Servicing Agreement on materially similar terms as such replaced agreements (which, in the case of any replacement to the Lease Services Agreements after the end of the Lease Term, may be on materially similar terms to the applicable Services Agreements for Fund XVIII and otherwise consistent with Section 8.08(h) and, additionally in the case of the Lease Manager, assumes the position of manager of the Lessee under its Limited Liability Company Agreement and (iii) such removal and replacement has not had, or could not otherwise be reasonably expected to have, a Material Adverse Effect. (e) The Borrower shall not, and shall not permit any Relevant Party to, replace the Manager unless (i) the applicable replacement is a Qualified Manager, (ii) such replacement Manager executes a replacement to the applicable Management Agreement and Management Consent Agreement on materially similar terms as such replaced agreements and (iii) such removal and replacement has not had, or could not otherwise be reasonably expected to have, a Material Adverse Effect. (f) The Borrower shall not, and shall not permit any Relevant Party to, replace the managing member of any Tax Equity Fund unless (i) the applicable replacement is a Qualified Manager, (ii) such replacement managing member assumes the position of managing member of the Tax Equity Fund under its Limited Liability Company Agreement and (iii) such removal and replacement has not had, or could not otherwise be reasonably expected to have, a Material Adverse Effect or otherwise result in the conversion of the applicable Guarantor’s interest in such Tax Equity Fund into a purely economic interest. (g) The Borrower shall not, and shall not permit any Relevant Party to, assign, novate or otherwise transfer or consent to an assignment, novation or any other transfer of a Project Portfolio Document other than (i) pursuant to the Collateral Documents, (ii) transfers of an interest in an Opco, Inverted Lease Holdco or Partnership Flip Holdco pursuant a Fund from a Tax Equity Member to a Permitted Fund Disposition or Guarantor which are permitted in accordance with clause (dh) below and Section 6.08(g8.08(h) and (iii) assignments of a Customer Agreement to a replacement Customer in accordance with the terms of the Customer Agreement and applicable Law (including consumer leasing and protection Law). (d) No Tax Equity Holdco shall exercise any option to purchase the outstanding “class A” membership interests of a Tax Equity Opco or any membership interests held by a Tax Equity Class A Member in such Tax Equity Opco without the prior written consent of the Administrative Agent (acting on the instructions of the Required Lenders); provided that, upon obtaining such consent and notwithstanding anything to the contrary in this Agreement, Sponsor may make a capital contribution to the applicable Tax Equity Holdco for the purchase of such membership interests.

Portfolio Documents. (a) The Borrower shall not, and shall not permit any Subsidiary to, (i) amend, modify or terminate any Portfolio Document, or waive any material breach under, or material breach of, any Portfolio Document, without the prior written consent of the Administrative Agent (acting on the instructions of the Required Lenders) to the extent that any such amendment, modification, termination or waiver could reasonably be expected to have a Material Adverse EffectEffect or (ii) materially modify any periodic reporting requirement under the Management Agreement, in the case of each of clauses (i) and (ii), without the prior written consent of the Administrative Agent (acting on the instructions of the Required Lenders); provided, that, for the avoidance of doubt, the Subsidiaries shall be permitted to enter into an agreement to amend or modify (ix) the electricity or lease rate, annual escalator or term of any Exempt Customer Agreement only (such agreement, a “Payment Facilitation Agreement”), so long as such amendment or modification is (A) permitted under the applicable Tax Equity Documents and (B) made in good faith for a commercially reasonable purpose and is intended to maximize the long-term economic value of the Customer Agreement as against its value if the Payment Facilitation Agreement had not been entered into (as reasonably determined by the Sponsor in good faith and in light of the facts and circumstances known at the time of such amendment or modification), and (iiy) a Master Turnkey Installation Agreement to the extent that such amendment or modification could not reasonably be expected to have a Material Adverse Effect and (iii) a Tax Equity Limited Liability Company Agreement as necessary to comply with Section 6.27(e) hereofEffect. (b) The Borrower shall not, and shall not permit any Subsidiary to, enter into any new agreement or contract, other than the Transaction Documents and the Excluded Documents, REC Contracts pursuant to Section 7.13, or any other contract or agreement incidental or necessary to the operation of its business that do not allocate material risk to any Relevant Party and have a term of less than one year or that has a value over its term not exceeding $100,000, without the prior written consent of the Administrative Agent (acting on the instructions of the Required Lenders). (c) The Borrower shall not, and shall not permit any Subsidiary to, assign, novate or otherwise transfer or consent to an assignment, novation or any other transfer of a Project Document other than (i) pursuant to the Collateral Documents, (ii) transfers of an interest in an Opco, Inverted Lease Holdco Opco or Partnership Flip Tax Equity Holdco pursuant to a Permitted Fund Disposition or permitted in accordance with clause (d) below and Section 6.08(g) and (iii) assignments of a Customer Agreement to a replacement Customer in accordance with the terms of the Customer Agreement and applicable Law (including consumer leasing and protection Law). (d) No Tax Equity Holdco shall exercise any option to purchase the outstanding “class A” membership interests of a Tax Equity Opco or any membership interests held by a Tax Equity Class A Member in such Tax Equity Opco without the prior written consent of the Administrative Agent (acting on the instructions of the Required Lenders); provided that, upon obtaining such consent and notwithstanding anything to the contrary in this Agreement, the Sponsor may make a capital contribution to the applicable Tax Equity Holdco for the purchase of such membership interests. [***] 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.

Portfolio Documents. (a) The Borrower shall not, and nor shall not permit any Subsidiary of its Subsidiaries to, amendmaterially amend or modify any Portfolio Document, modify or terminate any Portfolio Document, or waive any material breach under, or material breach of, any Portfolio Document, without the prior written consent of the Administrative Agent (acting on the instructions of the Required Lenders) to the extent that any such amendment, modification, termination or waiver could reasonably be expected to have a Material Adverse Effect); provided, that, for the avoidance of doubt, the that such Subsidiaries shall be permitted to enter into an agreement to amend or modify modify: (i) the electricity or lease rate, annual escalator or term of any Exempt Customer Agreement only (such agreement, a “Payment Facilitation Agreement”), so long as such amendment or modification is (A) permitted under the applicable Tax Equity Documents and (B) made in good faith for a commercially reasonable purpose and is intended to maximize the long-term economic value of the Customer Agreement as against its value if the Payment Facilitation Agreement had not been entered into (as reasonably determined by the Sponsor in good faith and in light of the facts and circumstances known at the time of such amendment or modification), ; (ii) a Master Turnkey Installation Purchase Agreement to the extent that such amendment or modification could not reasonably be expected to have a Material Adverse Effect Effect; and (iii) a Tax Equity Limited Liability Company Agreement as necessary Document to comply with Section 6.27(ethe extent that such amendment or modification could not reasonably be expected to materially and adversely affect the Administrative Agent or the other Secured Parties or otherwise have a Material Adverse Effect; provided, that, without limitation, any amendment or modification that could reasonably be expected to result in a reduction (1) hereofin Cash Available for Debt Service during any Interest Period or (2) in Portfolio Value shall, in each case, require the consent of the Administrative Agent (acting on the instructions of the Required Lenders). (b) The Borrower shall not, and nor shall not permit any Subsidiary of its Subsidiaries to, enter into any new agreement or contract, other than the Transaction Documents and the Excluded REC Contracts or any contract or agreement incidental or necessary to the operation of its business that do not allocate material risk to any Relevant Party and have a term of less than one year or that has a value over its term not exceeding $100,000, without the prior written consent of the Administrative Agent (acting on the instructions of the Required Lenders). (c) The Borrower shall not, and nor shall not permit any Subsidiary of its Subsidiaries to, assign, novate or otherwise transfer or consent to an assignment, novation or any other transfer of a Project Portfolio Document other than (i) pursuant to the Collateral Documents, (ii) transfers of an interest in an Opco, Inverted Lease Opco from a Tax Equity Member to Fund IV Holdco or Partnership Flip Holdco pursuant to a Permitted Fund Disposition or which are permitted in accordance with clause (d) below and Section 6.08(g) 5.08(g), and (iii) assignments of a Customer Agreement to a replacement Customer in accordance with the terms of the Customer Agreement and applicable Law (including consumer leasing and protection Law). (d) No Tax Equity Holdco shall exercise any option to purchase the outstanding “class A” membership interests of a Tax Equity Opco or any membership interests held by a Tax Equity Class A Member in such Tax Equity Opco , without the prior written consent of the Administrative Agent (acting on the instructions of the Required Lenders); provided that, upon obtaining such consent and notwithstanding anything . (d) The Borrower shall not permit Fund IV Holdco to exercise any option to purchase the contrary in this Agreement, Sponsor may make a capital contribution to outstanding “class A” membership interests of the applicable Tax Equity Opco or any membership interests held by a Tax Equity Member in such Tax Equity Opco without the prior (e) The Borrower shall not take any action, or permit Fund IV Holdco for to take any action, that would cause a breach of any the purchase Tax Equity Opco Covenants. (f) The Borrower shall not amend its Limited Liability Company Agreement without prior written consent of such membership intereststhe Administrative Agent.

Portfolio Documents. (a) The Borrower shall not, and shall not permit any Subsidiary to, amendmaterially amend or modify any Portfolio Document, modify or terminate any Portfolio Document, or waive any material breach under, or material breach of, any Portfolio Document, without the prior written consent of the Administrative Agent (acting on the instructions of the Required Lenders) to the extent that any such amendment, modification, termination or waiver could reasonably be expected (x) to have a Material Adverse Effect, (y) to result in a reduction of Cash Available for Debt Service during any Interest Period or (z) to result in the Portfolio Value, calculated immediately after giving effect to such modification to be less than the Portfolio Value, calculated immediately prior to giving effect to such modification; provided, that, for the avoidance of doubt, that the Subsidiaries shall be permitted to enter into an agreement to amend or modify (i) the electricity or [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. lease rate, annual escalator or term of any Exempt Customer Agreement only (such agreement, a “Payment Facilitation Agreement”), so long as such amendment or modification is (A) permitted under the applicable Tax Equity Documents and (B) made in good faith for a commercially reasonable purpose and is intended to maximize the long-term economic value of the Customer Agreement as against its value if the Payment Facilitation Agreement had not been entered into (as reasonably determined by the Sponsor in good faith and in light of the facts and circumstances known at the time of such amendment or modification); provided, (ii) a Master Turnkey Installation further, that, for any Customer Agreement to for which the extent that Provider reasonably determines the Customer under such amendment or modification Customer Agreement could not reasonably be expected to have stop making Rent payments due under the Customer Agreement, the Subsidiaries may enter into a Material Adverse Effect and delayed payment plan to adjust the timing of payments under such Customer Agreement for up to twelve (iii12) a Tax Equity Limited Liability Company Agreement as necessary to comply with Section 6.27(e) hereofmonths. (b) Without limitation to Section 6.10(a), any amendment or modification to a Portfolio Document that: (i) could change the capital commitments by a Tax Equity Member; (ii) extend of any final completion deadline or the deployment period for new Projects beyond the date that is six months after the Closing Date; (iii) would materially limit the services to be provided by, or reduce the standard of care applicable to, the Provider or the Manager; (iv) would cause the Portfolio Document to be in violation of, or adversely affect the applicable Relevant Party’s ability to comply with, any applicable Laws in any material respect (including, without limitation, any violation of, or adverse impact on compliance with, all consumer leasing and protection Laws and all Environmental Laws); or (v) would include any cash sweeps, put option or other contingent cash diversion provisions in a Tax Equity Document, shall require the consent of the Administrative Agent (acting on the instructions of the Required Lenders); (c) The Borrower shall not, and shall not permit any Subsidiary to, enter into any new agreement or contract, other than the Transaction Documents and the Excluded REC Contracts or any contract or agreement incidental or necessary to the operation of its business that do not allocate material risk to any Relevant Party and have a term of less than one year or that has a value over its term not exceeding $100,000, without the prior written consent of the Administrative Agent (acting on the instructions of the Required Lenders). (cd) The Borrower shall not, and shall not permit any Subsidiary to, assign, novate or otherwise transfer or consent to an assignment, novation or any other transfer of a Project Document other than (i) pursuant to the Collateral Documents, (ii) transfers of an interest in an Opco, Inverted Lease Holdco or Partnership Flip Holdco pursuant a Fund from a Tax Equity Member to a Permitted Fund Disposition or Guarantor which are permitted in accordance [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. with clause (d) below and Section 6.08(g5.08(g) and (iii) assignments of a Customer Agreement to a replacement Customer in accordance with the terms of the Customer Agreement and applicable Law (including consumer leasing and protection Law). (de) No Tax Equity Holdco Guarantor shall exercise any option to purchase the outstanding “class A” membership interests of a Tax Equity Opco Fund or any membership interests held by a Tax Equity Class A Member in such Tax Equity Opco Fund without the prior written consent of the Administrative Agent (acting on the instructions of the Required Lenders); provided that, upon obtaining such consent and notwithstanding anything to shall not be required if the contrary in this Agreement, Sponsor may make a capital contribution to the applicable Tax Equity Holdco for the purchase exercise of such membership interestsoption is funded through the Additional Reserve Account or through other funding provided by Sponsor.

Portfolio Documents. (a) The Borrower shall not, and shall not permit any Subsidiary to, amend, modify or terminate any Portfolio Document, or waive any material breach under, or material breach of, any Portfolio Document, without the prior written consent of the Administrative Agent (acting on the instructions of the Required Lenders) to the extent that any such amendment, modification, termination or waiver could reasonably be expected to have a Material Adverse Effect; provided, that, for the avoidance of doubt, the Subsidiaries shall be permitted to enter into an agreement to amend or modify (i) the electricity or lease rate, annual escalator or term of any Exempt Customer Agreement only (such agreement, a “Payment Facilitation Agreement”), so long as such amendment or modification is (A) permitted under the applicable Tax Equity Documents and (B) made in good faith for a commercially reasonable purpose and is intended to maximize the long-term economic value of the Customer Agreement as against its value if the Payment Facilitation Agreement had not been entered into (as reasonably determined by the Sponsor in good faith and in light of the facts and circumstances known at the time of such amendment or modification), (ii) a Master Turnkey Installation Agreement to the extent that such amendment or modification could not reasonably be expected to have a Material Adverse Effect and (iii) a Tax Equity Limited Liability Company Agreement as necessary to comply with Section 6.27(e) hereof. [***] 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. (b) The Borrower shall not, and shall not permit any Subsidiary to, enter into any new agreement or contract, other than the Transaction Documents and the Excluded REC Contracts or any contract or agreement incidental or necessary to the operation of its business that do not allocate material risk to any Relevant Party and have a term of less than one year or that has a value over its term not exceeding $100,000, without the prior written consent of the Administrative Agent (acting on the instructions of the Required Lenders). (c) The Borrower shall not, and shall not permit any Subsidiary to, assign, novate or otherwise transfer or consent to an assignment, novation or any other transfer of a Project Document other than (i) pursuant to the Collateral Documents, (ii) transfers of an interest in an Opco, Inverted Lease Holdco or Partnership Flip Holdco pursuant to a Permitted Fund Disposition or permitted in accordance with clause (d) below and Section 6.08(g) and (iii) assignments of a Customer Agreement to a replacement Customer in accordance with the terms of the Customer Agreement and applicable Law (including consumer leasing and protection Law). (d) No Tax Equity Holdco shall exercise any option to purchase the outstanding “class A” membership interests of a Tax Equity Opco or any membership interests held by a Tax Equity Class A Member in such Tax Equity Opco without the prior written consent of the Administrative Agent (acting on the instructions of the Required Lenders); provided that, upon obtaining such consent and notwithstanding anything to the contrary in this Agreement, Sponsor may make a capital contribution to the applicable Tax Equity Holdco for the purchase of such membership interests.