Provisions Relating to Events of Default. A. Subsection 8.14 of the Credit Agreement is hereby amended by adding immediately prior to the ";" at the end thereof the following new provisos: "; provided, however, that termination by Company and its Subsidiaries of any of the Gude Project Agreements, the Penrose Project Agreements, the ▇▇▇ta Clara Project Agreemen▇▇ ▇▇▇ the Toyon Project Agreements sh▇▇▇ ▇ot constitute an Event of Default under this subsection 8.14, so long as, in each case, (i) such termination is in connection with a sale or closure of the relevant Project that is not prohibited under this Agreement, (ii) such termination occurs on or prior to March 31, 2005, (iii) on or prior to the date of such termin▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇ave received an Officer's Certificate in form and substance satisfactory to Agents from Company acknowledging that such termination will not give rise to any obligations (or accelerate or cause to mature any existing payment obligations) on the part of any Borrower under any guaranty or otherwise, (iv) such termination is pursuant to the contractual right of termination in such agreements or the mutual agreement of the parties thereto, and (v) Company and its Subsidiaries exercise best efforts after such termination to collect any applicable termination penalty or other obligations owed to Company or any of its Subsidiaries by the counterparty to such agreements". B. Section 8 of the Credit Agreement is hereby amended by adding at the end thereof (immediately before Section 9 of the Credit Agreement) the following: "Notwithstanding anything in the Credit Agreement or the other Credit Documents to the contrary, so long as OPI Carmona Limited, a company organized under the laws of the C▇▇▇▇▇ ▇slands, OPI Carmona One Limited, a company organized under the laws of t▇▇ ▇▇▇▇an Islands, or Covanta Energy Europe, Inc., a company organized under the laws of the United Kingdom (each, an "INACTIVE FOREIGN SUBSIDIARY", and collectively, the "INACTIVE FOREIGN SUBSIDIARIES"), has no material assets or operations, (i) Borrowers shall not be required to deliver certificates representing the Capital Stock of such Inactive Foreign Subsidiary (or any endorsement or instrument of transfer or assignment with respect thereto) to Collateral Agent and (ii) the failure of Borrowers to deliver any such certificate, endorsement or instrument shall not be deemed a breach of subsection 5.15A of this Agreement or Section 4(f) or 9(a) of the Security Agreement. Each Borrower hereby agrees to use commercially reasonable efforts to complete the 'winding down' and dissolution of the Inactive Foreign Subsidiaries as soon as practicable after the First Amendment Effective Date in accordance with any applicable law, statute, rule or regulation. Each Borrower further agrees that prior to the completion of such 'winding down' and dissolution, such Inactive Foreign Subsidiaries shall conduct no business other than in connection with their 'winding down' and dissolution."
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Provisions Relating to Events of Default. A. Subsection 8.14 of the Credit Agreement is hereby amended by adding immediately prior to the ";" at the end thereof the following new provisosproviso: "; provided, however, that termination by Company and its Subsidiaries of any of the Gude Project Agreements, the Penrose Project Agreements, the ▇▇▇ta Clara Project Agreemen▇▇ ▇▇▇ the Toyon Project Agreements sh▇▇▇ ▇ot constitute an Event of Default under this subsection 8.14, so long as, in each case, (i) such termination is in connection with a sale or closure of the relevant Project that is not prohibited under this Agreement, (ii) such termination occurs on or prior to March 31, 2005, (iii) on or prior to the date of such termin▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇ave Agent shall have received an Officer's Certificate in form and substance satisfactory to Agents Administrative Agent from Company and its Subsidiaries acknowledging that such termination will not give rise to any obligations (or accelerate or cause to mature any existing payment obligations) on the part of any Borrower under any guaranty or otherwise, (iv) such termination is pursuant to the contractual right of termination in such agreements or the mutual agreement of the parties thereto, thereto and (v) Company and its Subsidiaries exercise best efforts after such termination to collect any applicable termination penalty or other obligations owed to Company or any of its Subsidiaries by the counterparty to such agreements".
B. Section 8 of the Credit Agreement is hereby amended by adding at the end thereof (immediately before Section 9 of the Credit Agreement) the following: "Notwithstanding anything in the Credit Agreement or the other Credit Documents to the contrary, so long as OPI Carmona Limited, a company organized under the laws of the C▇▇▇▇▇ ▇slands, OPI Carmona One Limited, a company organized under the laws of t▇▇ ▇▇▇▇an Islands, or Covanta Energy Europe, Inc., a company organized under the laws of the United Kingdom (each, an "INACTIVE FOREIGN SUBSIDIARY", and collectively, the "INACTIVE FOREIGN SUBSIDIARIES"), has no material assets or operations, (i) Borrowers shall not be required to deliver certificates representing the Capital Stock of such Inactive Foreign Subsidiary (or any endorsement or instrument of transfer or assignment with respect thereto) to Collateral Agent and (ii) the failure of Borrowers to deliver any such certificate, endorsement or instrument shall not be deemed a breach of subsection 5.15A of this Agreement or Section 4(f) or 9(a) of the Security Agreement. Each Borrower hereby agrees to use commercially reasonable efforts to complete the 'winding down' and dissolution of the Inactive Foreign Subsidiaries as soon as practicable after the First Amendment Effective Date in accordance with any applicable law, statute, rule or regulation. Each Borrower further agrees that prior to the completion of such 'winding down' and dissolution, such Inactive Foreign Subsidiaries shall conduct no business other than in connection with their 'winding down' and dissolution."
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