Common use of Reductions and Cancellations Clause in Contracts

Reductions and Cancellations. At any time on or prior to the Effective Date, (x) each Borrower may, from time to time upon three Banking Days’ written notice to Administrative Agent (who shall promptly deliver such notice to the Lenders), permanently reduce, by an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, or cancel in its entirety, the Purchase Tranche Commitment and/or the Backstop Tranche Commitment and (y) upon the occurrence of any Reduction Event from the Commitment Date to the Effective Date, (i) first, the Purchase Tranche Commitment shall be automatically and permanently reduced by an amount equal to the Reduction Amount, and (ii) after the Purchase Tranche Commitment has been reduced to zero, the Backstop Tranche Commitment shall be automatically and permanently reduced by the amount equal to the Reduction Amount in excess of the amount used to reduce the Purchase Tranche Commitment. In addition, from the Effective Date, the Backstop Tranche Commitment shall be reduced as required by Section 2.2.2. Such Borrower shall pay to Administrative Agent any Undrawn Commitment Fee then due on such cancelled amount upon any such reduction or cancellation. From the effective date of any such reduction, the Undrawn Commitment Fee shall be computed on the basis of the Total Commitment as so reduced. Once reduced or cancelled, the Purchase Tranche Commitment or the Backstop Tranche Commitment, as applicable, may not be increased or reinstated. Any reductions pursuant to this Section 2.3.2 shall be applied ratably among the Lenders in accordance with their respective Commitments. Any reduction of the Purchase Tranche Commitment below the Purchase Tranche Target Opco Sublimit then in effect shall reduce the Purchase Tranche Target Opco Sublimit by a like amount. The Purchase Tranche Commitments and the Backstop Tranche Commitments shall otherwise terminate in the manner set forth in the last paragraph of Section 2.1.1.1.

Reductions and Cancellations. At (a) Co-Borrowers may at any time on or prior to the Effective Date, (x) each Borrower may, and from time to time upon three Banking Days’ by providing written notice to the Administrative Agent not less than the Minimum Notice Period permanently reduce (who shall promptly deliver such notice to without premium or penalty) the Lenders), permanently reduceConstruction Loan Commitment, by an amount of $5,000,000 1,000,000 or an integral multiple of $1,000,000 500,000 in excess thereofthereof (or, if less, the remaining Construction Loan Commitment) or cancel (without premium or penalty) in its entiretyentirety the Total Construction Loan Commitment, subject to the Purchase Tranche provisions of Section 2.5.2(c). Co-Borrowers may not reduce or cancel the Total Construction Loan Commitment and/or if, after giving effect to such reduction or cancellation, (i) the Backstop Tranche Commitment aggregate principal amount of all Construction Loans then outstanding would exceed the Total Construction Loan Commitment, (ii) the Available Construction Funds would not equal or exceed the aggregate unpaid amount required to cause the Completion Date to occur by the Date Certain and to pay (x) the Remaining Costs and (y) upon the occurrence of any Reduction Event anticipated Liquidation Costs and Call Premium arising from the Commitment Date any prepayment related to the Effective Date, (i) first, the Purchase Tranche Commitment shall be automatically and permanently reduced by an amount equal to the Reduction Amount, and (ii) after the Purchase Tranche Commitment has been reduced to zero, the Backstop Tranche Commitment shall be automatically and permanently reduced by the amount equal to the Reduction Amount in excess of the amount used to reduce the Purchase Tranche Commitment. In addition, from the Effective Date, the Backstop Tranche Commitment shall be reduced as required by Section 2.2.2. Such Borrower shall pay to Administrative Agent any Undrawn Commitment Fee then due on such cancelled amount upon any such reduction or cancellation. From cancellation (as verified by the effective date of Independent Engineer), or (iii) such reduction or cancellation (including any such reduction, the Undrawn Commitment Fee shall be computed on the basis corresponding required reduction or cancellation of the Total Commitment as so reducedSecond Lien Loan Commitments pursuant to Section 2.5.2(c)) could reasonably be expected to cause a Default, an Event of Default or result in the Co-Borrowers being unable to make the certifications set forth in Section 3.2.6. Once reduced or cancelledcanceled, the Purchase Tranche Total Construction Loan Commitment or the Backstop Tranche Commitment, as applicable, may not be increased or reinstated. (b) Co-Borrowers may at any time and from time to time permanently reduce, or cancel in its entirety the Total LC Commitment or terminate or cancel any Letter of Credit without premium or penalty; provided that (A) each such reduction or cancellation of the Total LC Commitment shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 (or, if less, the remaining amount of the Total LC Commitment), (B) Co-Borrowers shall not voluntarily terminate or reduce the Total LC Commitment if, after giving effect to any concurrent prepayment of LC Loans or termination and cancellation of any Letter of Credit in accordance with this Section 2.5.2, the Total LC Exposure would exceed the Total LC Commitment, (C) Co-Borrowers shall not voluntarily terminate or reduce the Total LC Commitment if such reduction or cancellation would cause Co-Borrowers to fail to satisfy their credit support obligations under the Permitted Commodity Hedge Agreements, and (D) Co-Borrowers shall not voluntarily terminate or reduce the Total LC Commitment if, after giving effect thereto, a Default or Event of Default would occur. Any reductions In the event Co-Borrowers permanently reduce or cancel all or a part of the Total LC Commitment, there shall be a permanent reduction or cancellation of the Total LC Issuer Commitment on a dollar-for-dollar basis. Without limiting the foregoing, Co-Borrowers shall not reduce or cancel all or any portion of the Total LC Issuer Commitment without a corresponding reduction or cancellation of the Total LC Commitment. (c) Co-Borrowers shall notify Administrative Agent in writing of any election to terminate or reduce Commitments at least three Banking Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by Co-Borrowers pursuant to this clause (c) shall be irrevocable; provided that a notice of termination of Commitments delivered by Co-Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by Co-Borrowers (by written notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction of Commitments pursuant to this Section 2.3.2 2.5.2 shall be applied made ratably among the Commitments of the Lenders participating in the applicable Facility in accordance with their respective CommitmentsProportionate Shares. Any In addition, the Second Lien Loan Commitments shall be ratably reduced upon each reduction of the Purchase Tranche Construction Loan Commitment below the Purchase Tranche Target Opco Sublimit then in effect shall reduce the Purchase Tranche Target Opco Sublimit by a like amount. The Purchase Tranche Commitments and the Backstop Tranche Commitments shall otherwise terminate in the manner set forth in the last paragraph of pursuant to this Section 2.1.1.12.5.2.

Reductions and Cancellations. At any time on or prior to the Effective Date, (x) each Borrower may, from time to time upon three Banking Days’ ' written notice to Administrative Agent (who shall promptly deliver such notice to the Lenders), permanently reduce, by an amount of $5,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof, thereof or cancel in its entirety, the Purchase Tranche Total Commitment and/or applicable to either Facility. Any reduction of the Backstop Tranche Total 3-Year Facility Commitment shall not affect the Total Letter of Credit Commitment until and (y) upon unless the occurrence sum of any Reduction Event from the Total 3-Year Facility Commitment Date to plus the Effective DateAggregate LC Stated Amount and all Reimbursement Obligations then outstanding is reduced below $250,000,000, (i) first, at which time the Purchase Tranche Total Letter of Credit Commitment shall be automatically and permanently reduced by an amount equal reduced, dollar for dollar, with any reduction to the Reduction Amount, and (ii) after the Purchase Tranche Commitment has been reduced to zero, the Backstop Tranche Commitment shall be automatically and permanently reduced by the amount equal Total 3-Year Facility Commitment. Notwithstanding anything in this Section 2.3.3 to the Reduction Amount in excess contrary, Borrower may not reduce or cancel any portion of the Total Commitment under either Facility if, after giving effect to such reduction or cancellation, (a) the aggregate principal amount used of all Loans then outstanding under such Facility would exceed the Total Commitment applicable to reduce such Facility, (b) the Purchase Tranche Aggregate LC Stated Amount plus all Reimbursement Obligations would exceed the Total Letter of Credit Commitment, or (c) such reduction or cancellation would cause a violation of any provision of this Agreement or the other Credit Facility Documents. In addition, from the Effective Date, the Backstop Tranche Commitment shall be reduced as required by Section 2.2.2. Such Borrower shall pay to Administrative Agent any Undrawn Commitment Fee Facility Fees or Letter of Credit Fees then due on such cancelled amount upon any such reduction or cancellation. From the effective date of any such reduction, the Undrawn Commitment Fee Facility Fees and Letter of Credit Fees applicable to the affected Facility shall be computed on the basis of the Total Commitment of such Facility as so reduced. Once reduced or cancelled, the Purchase Tranche Total Commitment or of the Backstop Tranche Commitment, as applicable, affected Facility may not be increased or reinstated. Any reductions pursuant to this Section 2.3.2 shall be applied ratably among the Lenders in accordance with their respective Commitments. Any reduction of the Purchase Tranche Commitment below the Purchase Tranche Target Opco Sublimit then in effect shall reduce the Purchase Tranche Target Opco Sublimit by a like amount. The Purchase Tranche Commitments and the Backstop Tranche Commitments shall otherwise terminate in the manner set forth in the last paragraph of Section 2.1.1.1.reinstated except as provided in

Reductions and Cancellations. At any time on or prior to the Effective Date, (x) each Borrower may, from time to time upon three five Banking Days’ Days written notice to Administrative Agent (who shall promptly deliver such notice to the Lenders)Agent, permanently reduce, by an amount of $5,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof, thereof or cancel in its entiretyentirety the Total Loan Commitment, the Total Turbine Purchase Tranche Loan Commitment and/or the Backstop Tranche Total Letter of Credit Commitment. Notwithstanding the foregoing, Borrower may not reduce or cancel the Total Loan Commitment, the Total Turbine Purchase Loan Commitment and/or the Total Letter of Credit Commitment if, after giving effect to such reduction or cancellation, (a) the sum of the aggregate principal amount of all Loans then outstanding and the Aggregate LC Stated Amount together with all outstanding Reimbursement Obligations would exceed the Total Loan Commitment, (yb) upon the occurrence Available Construction Funds would not, in the reasonable judgment of the Technical Committee and the Independent Engineer, be equal to or exceed remaining Project Costs for all Initial Projects and Funded Subsequent Projects, or (c) such reduction or cancellation would cause a violation of any Reduction Event from the Commitment Date to the Effective Date, (i) firstother provision of this Agreement, the other Credit Documents, any Project Documents, any Turbine Purchase Tranche Commitment shall be automatically and permanently reduced by an amount equal to the Reduction AmountContracts or have a Material Adverse Effect on Borrower, and (ii) after the Purchase Tranche Commitment has been reduced to zeroany Project Owner, the Backstop Tranche Commitment shall be automatically and permanently reduced by the amount equal to the Reduction Amount in excess of the amount used to reduce the Purchase Tranche Commitmentany Initial Project or any Funded Subsequent Project. In addition, from the Effective Date, the Backstop Tranche Commitment shall be reduced as required by Section 2.2.2. Such Borrower shall pay to Administrative Agent any Undrawn Commitment Fee Fees then due on such cancelled amount upon any such reduction or cancellation. From cancellation and, from the effective date of any such reduction, the Undrawn Commitment Fee Fees shall be computed on the basis of the Total Commitment Available Loan Commitment, as so reduced. Once reduced or cancelledcanceled, none of the Purchase Tranche Total Loan Commitment or the Backstop Tranche Commitment, as applicable, may not be increased or reinstated. Any reductions in the Total Loan Commitment, the Total Turbine Purchase Loan Commitment or the Total Letter of Credit Commitment pursuant to this Section 2.3.2 2.3.4 shall be applied ratably among the Lenders to each Bank's respective Commitments in accordance with their respective Commitments. Any reduction of the Purchase Tranche Commitment below the Purchase Tranche Target Opco Sublimit then in effect shall reduce the Purchase Tranche Target Opco Sublimit by a like amount. The Purchase Tranche Commitments and the Backstop Tranche Commitments shall otherwise terminate in the manner set forth in the last paragraph of Section 2.1.1.12.7.1.

Reductions and Cancellations. At any time on or prior to the Effective Date, (x) each Borrower may, from time to time upon three five Banking Days’ Days written notice to Administrative Agent (who shall promptly deliver such notice to the Lenders)Agent, permanently reduce, by an amount of $5,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof, thereof or cancel in its entiretyentirety the Total Loan Commitment, the Total Turbine Purchase Tranche Loan Commitment and/or the Backstop Tranche Total Letter of Credit Commitment. Notwithstanding the foregoing, Borrower may not reduce or cancel the Total Loan Commitment, the Total Turbine Purchase Loan Commitment and/or the Total Letter of Credit Commitment if, after giving effect to such reduction or cancellation, (a) the sum of the aggregate principal amount of all Loans then outstanding and the Aggregate LC Stated Amount together with all outstanding Reimbursement Obligations would exceed the Total Loan Commitment, (yb) upon the occurrence Available Construction Funds would not, in the reasonable judgment of the Technical Committee and the Independent Engineer, be equal to or exceed remaining Project Costs for all Funded Projects, or (c) such reduction or cancellation would cause a violation of any Reduction Event from the Commitment Date to the Effective Date, (i) firstother provision of this Agreement, the other Credit Documents, any Project Documents, any Turbine Purchase Tranche Commitment shall be automatically and permanently reduced by an amount equal to the Reduction AmountContracts or have a Material Adverse Effect on Borrower, and (ii) after the Purchase Tranche Commitment has been reduced to zeroany Project Owner, the Backstop Tranche Commitment shall be automatically and permanently reduced by the amount equal to the Reduction Amount in excess of the amount used to reduce the Purchase Tranche Commitmentany Funded Project. In addition, from the Effective Date, the Backstop Tranche Commitment shall be reduced as required by Section 2.2.2. Such Borrower shall pay to Administrative Agent any Undrawn Commitment Fee Fees then due on such cancelled amount upon any such reduction or cancellation. From cancellation and, from the effective date of any such reduction, the Undrawn Commitment Fee Fees shall be computed on the basis of the Total Commitment Available Loan Commitment, as so reduced. Once reduced or cancelledcanceled, none of the Purchase Tranche Total Loan Commitment or the Backstop Tranche Commitment, as applicable, may not be increased or reinstated. Any reductions in the Total Loan Commitment, the Total Turbine Purchase Loan Commitment or the Total Letter of Credit Commitment pursuant to this Section 2.3.2 2.3.4 shall be applied ratably among the Lenders to each Bank's respective Commitments in accordance with their respective Commitments. Any reduction of the Purchase Tranche Commitment below the Purchase Tranche Target Opco Sublimit then in effect shall reduce the Purchase Tranche Target Opco Sublimit by a like amount. The Purchase Tranche Commitments and the Backstop Tranche Commitments shall otherwise terminate in the manner set forth in the last paragraph of Section 2.1.1.12.7.1.

Reductions and Cancellations. At (a) Co-Borrowers may at any time on or prior to the Effective Date, (x) each Borrower may, and from time to time upon three Banking Days’ by providing written notice to the Administrative Agent not less than the Minimum Notice Period permanently reduce (who shall promptly deliver such notice to without premium or penalty) the Lenders), permanently reduceConstruction Loan Commitment, by an amount of $5,000,000 1,000,000 or an integral multiple of $1,000,000 500,000 in excess thereofthereof (or, if less, the remaining Construction Loan Commitment) or cancel (without premium or penalty) in its entiretyentirety the Total Construction Loan Commitment, subject to the Purchase Tranche provisions of Section 2.5.2(c). Co-Borrowers may not reduce or cancel the Total Construction Loan Commitment and/or if, after giving effect to such reduction or cancellation, (i) the Backstop Tranche Commitment aggregate principal amount of all Construction Loans then outstanding would exceed the Total Construction Loan Commitment, (ii) the Available Construction Funds would not equal or exceed the aggregate unpaid amount required to cause the Completion Date to occur by the Date Certain and to pay (x) the Remaining Costs and (y) upon the occurrence of any Reduction Event anticipated Call Premium arising from the Commitment Date any prepayment related to the Effective Date, (i) first, the Purchase Tranche Commitment shall be automatically and permanently reduced by an amount equal to the Reduction Amount, and (ii) after the Purchase Tranche Commitment has been reduced to zero, the Backstop Tranche Commitment shall be automatically and permanently reduced by the amount equal to the Reduction Amount in excess of the amount used to reduce the Purchase Tranche Commitment. In addition, from the Effective Date, the Backstop Tranche Commitment shall be reduced as required by Section 2.2.2. Such Borrower shall pay to Administrative Agent any Undrawn Commitment Fee then due on such cancelled amount upon any such reduction or cancellation. From cancellation (as verified by the effective date of Independent Engineer), or (iii) such reduction or cancellation (including any such reduction, the Undrawn Commitment Fee shall be computed on the basis corresponding required reduction or cancellation of the Total Commitment as so reducedFirst Lien Loan Commitments pursuant to Section 2.5.2(c)) could reasonably be expected to cause a Default, an Event of Default or result in the Co-Borrowers being unable to make the certifications set forth in Section 3.2.6. Once reduced or cancelledcanceled, the Purchase Tranche Total Construction Loan Commitment or the Backstop Tranche Commitment, as applicable, may not be increased or reinstated. (b) [Reserved]. (c) Co-Borrowers shall notify Administrative Agent in writing of any election to terminate or reduce Commitments at least three Banking Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Any reductions Promptly following receipt of any such notice, Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by Co-Borrowers pursuant to this clause (c) shall be irrevocable; provided that a notice of termination of Commitments delivered by Co-Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by Co-Borrowers (by written notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction of Commitments pursuant to this Section 2.3.2 2.5.2 shall be applied made ratably among the Commitments of the Lenders participating in the applicable Facility in accordance with their respective CommitmentsProportionate Shares. Any In addition, the First Lien Loan Commitments shall be ratably reduced upon each reduction of the Purchase Tranche Construction Loan Commitment below the Purchase Tranche Target Opco Sublimit then in effect shall reduce the Purchase Tranche Target Opco Sublimit by a like amount. The Purchase Tranche Commitments and the Backstop Tranche Commitments shall otherwise terminate in the manner set forth in the last paragraph of pursuant to this Section 2.1.1.12.5.2.

Reductions and Cancellations. At any time on or prior to the Effective Date, (x) each Borrower may, from time to time upon three five Banking Days’ Days written notice to Administrative Agent (who shall promptly deliver such notice to the Lenders)Agent, permanently reducereduce (without premium or penalty), by an amount of $5,000,000 1,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof, thereof or cancel in its entiretyentirety the Total Construction Loan Commitment, the Purchase Tranche Commitment and/or the Backstop Tranche Commitment and (y) upon the occurrence of any Reduction Event from the Commitment Date subject to the Effective Dateprovisions of this Section 2.3.3. Borrower may not reduce the Total Security Fund LC Commitment or the Unutilized Security Fund LC Commitment. Borrower may not reduce or cancel the Total Construction Loan Commitment if, after giving effect to such reduction or cancellation, (ia) firstthe aggregate principal amount of all Construction Loans then outstanding would exceed the Total Construction Loan Commitment, (b) the Purchase Tranche Commitment shall be automatically Available Construction Funds would not, in the reasonable judgment of Administrative Agent and permanently reduced by the Independent Engineer, exceed remaining Project Costs (including budgeted contingency (or the appropriate part thereof) and anticipated Liquidation Costs and anticipated Hedge Breaking Fees arising from any prepayment related to such reduction or cancellation), or (c) such reduction or cancellation would cause an amount equal to the Reduction AmountInchoate Default, and (ii) after the Purchase Tranche Commitment has been reduced to zero, the Backstop Tranche Commitment shall be automatically and permanently reduced by the amount equal to the Reduction Amount in excess Event of the amount used to reduce the Purchase Tranche CommitmentDefault or have a Material Adverse Effect. In addition, from the Effective Date, the Backstop Tranche Commitment shall be reduced as required by Section 2.2.2. Such Borrower shall pay to Administrative Agent any Undrawn Commitment Fee Fees then due on such cancelled amount in respect of the canceled portion of the applicable Commitment upon any such reduction or cancellation. From cancellation and, from the effective date of any such cancellation or reduction, the Undrawn Commitment Fee Fees shall be computed on the basis of the Total Available Construction Loan Commitment as so canceled or reduced. Once reduced or cancelledcanceled, the Purchase Tranche Total Construction Loan Commitment or the Backstop Tranche Commitment, as applicable, may not be increased or reinstated. Any reductions pursuant to this Section 2.3.2 2.3.3 shall be applied ratably among the Lenders to each Lender's respective Commitments in accordance with their respective Commitments. Any reduction of the Purchase Tranche Commitment below the Purchase Tranche Target Opco Sublimit then in effect shall reduce the Purchase Tranche Target Opco Sublimit by a like amount. The Purchase Tranche Commitments and the Backstop Tranche Commitments shall otherwise terminate in the manner set forth in the last paragraph of Section 2.1.1.12.7.1.