Project Contracts; Waiver; Modification; Amendment. (a) Terminate, or agree to any termination of, any Transaction Document to which it is a party (except with respect to Project Contracts terminated by the applicable counterparty pursuant to the express terms thereof) or any of its Governmental Approvals, unless with respect to Project Contracts (i) such termination is pursuant to the Guarantor's compliance with Section 7.05 hereof and such Project Contract is a Project Contract approved pursuant to clause (v) of the definition thereof and such termination could not reasonably be expected to have a material adverse effect on any Portfolio Asset, or (ii) the Guarantor first obtains the written consent of the Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed). (b) Except as set forth in Section 8.04 amend or modify, or consent or agree to any amendment or modification of, or waive timely performance by any Person of, any of the material obligations under or in respect of any Project Contract or Operational Plan to which it is a party or any material Governmental Approval, unless the Guarantor first obtains the consent of the Lead Arrangers, which consent will not be unreasonably withheld, delayed or conditioned, upon demonstration to the reasonable satisfaction of the Lead Arrangers (in consultation with the Independent Engineer or Power Market and Fuel Consultant, as applicable) that the proposed action could not reasonably be expected to have a Material Adverse Effect. Upon granting any such consent by the Lead Arrangers with respect to a Project Contract, the Administrative Agent shall promptly grant consent to such amendment or modification required under any Consent applicable to any such Project Contract, such consent not be unreasonably withheld, conditioned or delayed. 18
Appears in 1 contract
Project Contracts; Waiver; Modification; Amendment. (a) Terminate, or agree to any termination of, any Transaction Document to which it is a party (except with respect to Project Contracts terminated by the applicable counterparty pursuant to the express terms thereof) or any of its Governmental Approvals, unless with respect to Project Contracts (i) such termination is pursuant to the Guarantor's compliance with Section 7.05 hereof and such Project Contract is a Project Contract approved pursuant to clause (v) of the definition thereof and such termination could not reasonably be expected to have a material adverse effect on any Portfolio Asset, or (ii) the Guarantor Borrower first obtains the written consent of the Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed)Required Lenders.
(b) Except as set forth in Section 8.04 amend Amend or modify, or consent or agree to any amendment or modification of, or waive timely performance by any Person of, any of the its material obligations under or in respect of of, any Project Contract (other than (i) change orders relating to the construction of Ceredo that do not (A) delay Commercial Operation of the "Facility" (as defined in the Ceredo EPC Contract) beyond July 1, 2001, (B) change any of the "Performance Tests" or "Performance Test Procedures" as defined in the Ceredo EPC Contract, except as may be consented to by the Arrangers, or (C) otherwise amend or modify the definition of "Substantial Completion" in the Ceredo EPC Contract or the requirements necessary to achieve "Substantial Completion" thereunder, except as may be consented to by the Arrangers, (ii) assignment of the Ceredo Generator Purchase Order to Twelvepole in accordance with Section 3.03(h) hereof, (iii) amendment of the business purpose clauses of the Governing Documents of the Borrower and the General Partner to the extent necessary to reflect the acquisition and ownership of the membership interests of Twelvepole and the development, construction, ownership and operation of Ceredo by Twelvepole as contemplated hereby and (iv) amendments to the POLR I Agreement and the POLR II Agreement pursuant to that certain Amended and Restated POLR II Agreement, dated as of December 7, 2000 (the "AMENDED POLR II AGREEMENT"), between Duquesne Light Company and the Borrower and any changes, amendments or modifications to the Amended POLR II Agreement (in each case, taken as a whole) which are not adverse to the interests, taken as a whole, of the Borrower or the Lenders, as determined by the Arrangers), Operational Plan or Acquisition Document to which it is a party or any material Governmental Approval, unless the Guarantor Borrower first obtains the consent of the Lead ArrangersRequired Lenders, which consent will not be unreasonably withheld, delayed or conditioned, upon demonstration to the reasonable satisfaction of the Lead Arrangers Required Lenders (in consultation with the Independent Engineer Engineer, Fuel Consultant or Power Market and Fuel Marketing Consultant, as applicable) that the proposed action could not reasonably be expected to have a Material Adverse Effect. Upon granting any such consent by the Lead Arrangers Required Lenders with respect to a Project Contract, the Administrative Agent shall promptly forthwith grant consent to such amendment or modification required under any the Consent applicable to any such Project Contract, such consent not be unreasonably withheld, conditioned or delayed. 18.
Appears in 1 contract
Project Contracts; Waiver; Modification; Amendment. (a) Terminate, or agree to any termination of, any Transaction Document to which it is a party (except with respect to Project Contracts terminated by the applicable counterparty pursuant to the express terms thereof) or any of its Governmental Approvals, unless with respect to Project Contracts (i) such termination is pursuant to the GuarantorBorrower's compliance with Section 7.05 5.05 hereof and such Project Contract is a Project Contract approved pursuant to clause (v) of the definition thereof and such termination could not reasonably be expected to have a material adverse effect on any Portfolio Asset, or (ii) the Guarantor Borrower first obtains the written consent of the Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed).
(b) Except as set forth in Section 8.04 6.04, amend or modify, or consent or agree to any such amendment or modification of, or waive timely performance by any Person of, any of the material obligations under or in respect of of, any Project Contract (other than amendments to the POLR I Agreement and the POLR II Agreement pursuant to that certain Amended and Restated POLR II Agreement, dated as of December 7, 2000 (the "Amended POLR II Agreement"), between Duquesne Light Company and the Borrower and any changes, amendments or modifications to the Amended POLR II Agreement (in each case, taken as a whole) which are not adverse to the interests, taken as a whole, of the Borrower or the Lenders, as reasonably determined by the Lead Arrangers) or Operational Plan to which it is a party or any material Governmental Approval, unless the Guarantor Borrower first obtains the consent of the Lead Arrangers, which consent will not be unreasonably withheld, delayed or conditioned, upon demonstration to the reasonable satisfaction of the Lead Arrangers (in consultation with the Independent Engineer or Power Market and Fuel Consultant, as applicable) that the proposed action could not reasonably be expected to have a Material Adverse Effect; provided, that, without the prior written consent of the Lead Arrangers (i) the Borrower may not amend or modify Sections 1.07, 1.09, 2.02(b), 2.05, Article V(b) or Article VI of its Partnership Agreement, (ii) Twelvepole may not amend Article 2 or 5 or Sections 3.3, 3.5 or 3.6, of its limited liability company agreement, and (iii) the General Partner may not amend or 104 modify Articles II, IV, V or VI of its Governing Documents. Upon granting any such consent by the Lead Arrangers with respect to a Project Contract, the Administrative Agent shall promptly forthwith grant consent to such amendment or modification required under any Consent applicable to any such Project Contract, such consent not to be unreasonably withheld, conditioned or delayed. 18.
(c) Assign, sell, convey or otherwise transfer any of its obligations under the POLR Agreement, the POLR II Agreement or any agreement in replacement thereof, without the prior written consent of the Required Lenders (which consent shall not be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Project Contracts; Waiver; Modification; Amendment. (a) Terminate, or agree to any termination of, any Transaction Document to which it is a party (except with respect to Project Contracts terminated by the applicable counterparty pursuant to the express terms thereof) or any of its Governmental Approvals, unless with respect to Project Contracts (i) such termination is pursuant to the applicable Guarantor's compliance with Section 7.05 hereof and such Project Contract is a Project Contract approved pursuant to clause (viv) of the definition thereof and such termination could not reasonably be expected to have a material adverse effect on any Portfolio Asset, or (ii) the applicable Guarantor first obtains the written consent of the Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed).
(b) Except as set forth provided in Section 8.04 hereof, amend or modify, or consent or agree to any such amendment or modification of, or waive timely performance by any Person of, any of the material obligations under or in respect of any Project Contract or Operational Plan to which it is a party or any material Governmental Approval, unless the such Guarantor first obtains the consent of the Lead Arrangers, which consent will not be unreasonably withheld, delayed or conditioned, upon demonstration to the reasonable satisfaction of the Lead Arrangers (in consultation with the Independent Engineer Engineer, or Power Market and Fuel Consultant, as applicable) that the proposed action could not reasonably be expected to have a Material Adverse Effect; provided, however that no Guarantor may amend or modify Sections 1.07, 1.09, 2.02(b), 2.05, Article V(b) and Article VI of its Partnership Agreement. Upon granting any such consent by the Lead Arrangers with respect to a Project Contract, the Administrative Agent shall promptly grant consent to such amendment or modification required under any Consent applicable to any such Project Contract, such consent not be unreasonably withheld, conditioned or delayed. 18.
Appears in 1 contract
Project Contracts; Waiver; Modification; Amendment. (a) Terminate, or agree to any termination of, any Transaction Document to which it is a party (except as with respect to Project Contracts terminated by the applicable counterparty pursuant to the express terms thereof) or any of its Governmental ApprovalsApproval, unless , with respect to Project Contracts Contracts, (i) such termination is pursuant to the GuarantorBorrower's compliance with Section 7.05 5.05 hereof and such Project Contract is a Project Contract approved pursuant to clause (viv) of the definition thereof and such termination could not reasonably be expected to have a material adverse effect on any Portfolio Asset, or (ii) the Guarantor Borrower first obtains the written consent of the Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed).
(b) Except as set forth provided in Section 8.04 6.04, amend or modify, or consent or agree to any such amendment or modification of, or waive timely performance by any Person of, any of the material obligations under or in respect of any Project Contract or Operational Plan to which it is a party or any material Governmental Approval, unless the Guarantor Borrower first obtains the consent of the Lead Arrangers, which consent will not be unreasonably withheld, delayed or conditioned, upon demonstration to the reasonable satisfaction of the Lead Arrangers (in consultation with the Independent Engineer Engineer, or Power Market and Fuel Consultant, as applicable) that the proposed action could not reasonably be expected to have a Material Adverse Effect; provided, that without the prior consent of the Lead Arrangers (i) none of the Borrower Entities may amend or modify Sections 1.07, 1.09, 2.02(b), 2.05, Article V(b) and Article VI of their respective Partnership Agreements and (ii) the General Partner may not amend or modify Articles II, IV, V and VI of its Governing Documents. Upon granting any such consent by the Lead Arrangers with respect to a Project Contract, the Administrative Agent shall promptly forthwith grant consent to such amendment or modification required under any Consent applicable to any such Project Contract, such consent not to be unreasonably withheld, conditioned or delayed. 18.
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