Common use of Reductions and Cancellations Clause in Contracts

Reductions and Cancellations. 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 $10,000,000 or an integral multiple of $1,000,000 in excess thereof or cancel in its entirety, the Total Commitment applicable to either Facility. Any reduction of the Total 3-Year Facility Commitment shall not affect the Total Letter of Credit Commitment until and unless the sum of the Total 3-Year Facility Commitment plus the Aggregate LC Stated Amount and all Reimbursement Obligations then outstanding is reduced below $250,000,000, at which time the Total Letter of Credit Commitment shall be reduced, dollar for dollar, with any reduction to the Total 3-Year Facility Commitment. Notwithstanding anything in this Section 2.3.3 to the 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 of all Loans then outstanding under such Facility would exceed the Total Commitment applicable to such Facility, (b) the 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. Borrower shall pay to Administrative Agent any 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 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 Total Commitment of the affected Facility may not be increased or reinstated except as provided in

Reductions and Cancellations. 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 $10,000,000 or an integral multiple of $1,000,000 in excess thereof or cancel in its entiretyentirety the Total Loan Commitment, the Total Turbine Purchase Loan Commitment applicable to either Facility. Any reduction of the Total 3-Year Facility Commitment shall not affect and/or the Total Letter of Credit Commitment until and unless the sum of the Total 3-Year Facility Commitment plus the Aggregate LC Stated Amount and all Reimbursement Obligations then outstanding is reduced below $250,000,000, at which time the Total Letter of Credit Commitment shall be reduced, dollar for dollar, with any reduction to the Total 3-Year Facility Commitment. Notwithstanding anything in this Section 2.3.3 to the contraryforegoing, Borrower may not reduce or cancel any portion of the Total Loan Commitment, the Total Turbine Purchase Loan Commitment under either Facility 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 under such Facility would exceed the Total Commitment applicable to such Facility, (b) and the Aggregate LC Stated Amount plus together with all outstanding Reimbursement Obligations would exceed the Total Letter Loan Commitment, (b) the Available Construction Funds would not, in the reasonable judgment of Credit Commitmentthe 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 other provision of this Agreement or Agreement, the other Credit Facility Documents, any Project Documents, any Turbine Purchase Contracts or have a Material Adverse Effect on Borrower, any Project Owner, any Initial Project or any Funded Subsequent Project. Borrower shall pay to Administrative Agent any Facility Fees or Letter of Credit Commitment 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 Facility Commitment Fees and Letter of Credit Fees applicable to the affected Facility shall be computed on the basis of the Total Commitment of such Facility Available Loan Commitment, as so reduced. Once reduced or cancelledcanceled, none of the Total Loan Commitment may be increased or reinstated. Any reductions in the Total Loan Commitment, the Total Turbine Purchase Loan Commitment or the Total Letter of the affected Facility may not Credit Commitment pursuant to this Section 2.3.4 shall be increased or reinstated except as provided inapplied ratably to each Bank's respective Commitments in accordance with Section 2.7.1.

Reductions and Cancellations. 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 $10,000,000 1,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof or cancel in its entirety, entirety the Total Commitment applicable Construction Loan Commitment, subject to either Facilitythe provisions of this Section 2.3.3. Any reduction of Borrower may not reduce the Total 3-Year Facility Security Fund LC Commitment shall not affect or the Total Letter of Credit Commitment until and unless the sum of the Total 3-Year Facility Commitment plus the Aggregate Unutilized Security Fund LC Stated Amount and all Reimbursement Obligations then outstanding is reduced below $250,000,000, at which time the Total Letter of Credit Commitment shall be reduced, dollar for dollar, with any reduction to the Total 3-Year Facility Commitment. Notwithstanding anything in this Section 2.3.3 to the contrary, Borrower may not reduce or cancel any portion of the Total Construction Loan Commitment under either Facility if, after giving effect to such reduction or cancellation, (a) the aggregate principal amount of all Construction Loans then outstanding under such Facility would exceed the Total Commitment applicable to such FacilityConstruction Loan Commitment, (b) the Aggregate LC Stated Amount plus all Reimbursement Obligations Available Construction Funds would not, in the reasonable judgment of Administrative Agent and the Independent Engineer, exceed remaining Project Costs (including budgeted contingency (or the Total Letter of Credit Commitmentappropriate 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 Inchoate Default, Event of Default or have a violation of any provision of this Agreement or the other Credit Facility DocumentsMaterial Adverse Effect. Borrower shall pay to Administrative Agent any Facility Fees or Letter of Credit Commitment 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 Facility Commitment Fees and Letter of Credit Fees applicable to the affected Facility shall be computed on the basis of the Total Available Construction Loan Commitment of such Facility as so canceled or reduced. Once reduced or cancelledcanceled, the Total Construction Loan Commitment of the affected Facility may not be increased or reinstated except as provided inreinstated. Any reductions pursuant to this Section 2.3.3 shall be applied ratably to each Lender's respective Commitments in accordance with Section 2.7.1.

Reductions and Cancellations. Borrower may, (a) Co-Borrowers may at any time 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 $10,000,000 1,000,000 or an integral multiple of $1,000,000 500,000 in excess thereof (or, if less, the remaining Construction Loan Commitment) or cancel (without premium or penalty) in its entirety, entirety the Total Commitment applicable to either Facility. Any reduction of the Total 3-Year Facility Commitment shall not affect the Total Letter of Credit Commitment until and unless the sum of the Total 3-Year Facility Commitment plus the Aggregate LC Stated Amount and all Reimbursement Obligations then outstanding is reduced below $250,000,000Construction Loan Commitment, at which time the Total Letter of Credit Commitment shall be reduced, dollar for dollar, with any reduction subject to the Total 3provisions of Section 2.5.2(c). Co-Year Facility Commitment. Notwithstanding anything in this Section 2.3.3 to the contrary, Borrower Borrowers may not reduce or cancel any portion of the Total Construction Loan Commitment under either Facility if, after giving effect to such reduction or cancellation, (ai) the aggregate principal amount of all Construction Loans then outstanding under such Facility would exceed the Total Commitment applicable 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) any anticipated Liquidation Costs and Call Premium arising from any prepayment related to such Facilityreduction or cancellation (as verified by the Independent Engineer), or (iii) such reduction or cancellation (including any corresponding required reduction or cancellation of the Second 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 canceled, the Total Construction Loan Commitment 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 Aggregate Total LC Stated Amount plus all Reimbursement Obligations 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 Letter of Credit LC Commitment, (C) Co-Borrowers shall not voluntarily terminate or (c) 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 violation Default or Event of Default would occur. 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 provision of this Agreement election to terminate or the other Credit Facility Documents. Borrower shall pay reduce Commitments at least three Banking Days prior to Administrative Agent any Facility Fees or Letter of Credit Fees then due on such cancelled amount upon any such reduction or cancellation. From the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such reductionnotice, 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 2.5.2 shall be made ratably among the Commitments of the Lenders participating in the applicable Facility in accordance with their respective Proportionate Shares. In addition, the Facility Fees and Letter of Credit Fees applicable to the affected Facility Second Lien Loan Commitments shall be computed on the basis ratably reduced upon each reduction of the Total Construction Loan Commitment of such Facility as so reduced. Once reduced or cancelled, the Total Commitment of the affected Facility may not be increased or reinstated except as provided inpursuant to this Section 2.5.2.

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 $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof thereof, or cancel in its entirety, the Total Purchase Tranche Commitment applicable and/or the Backstop Tranche Commitment and (y) upon the occurrence of any Reduction Event from the Commitment Date to either Facility. Any reduction of the Total 3-Year Facility Commitment shall not affect Effective Date, (i) first, the Total Letter of Credit Commitment until and unless the sum of the Total 3-Year Facility Commitment plus the Aggregate LC Stated Amount and all Reimbursement Obligations then outstanding is reduced below $250,000,000, at which time the Total Letter of Credit Purchase Tranche Commitment shall be reduced, dollar for dollar, with any reduction automatically and permanently reduced by an amount equal to the Total 3-Year Facility 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. Notwithstanding anything in this In addition, from the Effective Date, the Backstop Tranche Commitment shall be reduced as required by Section 2.3.3 to the 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 of all Loans then outstanding under such Facility would exceed the Total Commitment applicable to such Facility, (b) the 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 Documents2.2.2. Such Borrower shall pay to Administrative Agent any Facility Fees or Letter of Credit Fees Undrawn Commitment Fee then due on such cancelled amount upon any such reduction or cancellation. From the effective date of any such reduction, the Facility Fees and Letter of Credit Fees applicable to the affected Facility Undrawn Commitment Fee shall be computed on the basis of the Total Commitment of such Facility as so reduced. Once reduced or cancelled, the Total Purchase Tranche Commitment of or the affected Facility Backstop Tranche Commitment, as applicable, may not be increased or reinstated except as provided inreinstated. 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. Borrower may, (a) Co-Borrowers may at any time 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 $10,000,000 1,000,000 or an integral multiple of $1,000,000 500,000 in excess thereof (or, if less, the remaining Construction Loan Commitment) or cancel (without premium or penalty) in its entirety, entirety the Total Commitment applicable to either Facility. Any reduction of the Total 3-Year Facility Commitment shall not affect the Total Letter of Credit Commitment until and unless the sum of the Total 3-Year Facility Commitment plus the Aggregate LC Stated Amount and all Reimbursement Obligations then outstanding is reduced below $250,000,000Construction Loan Commitment, at which time the Total Letter of Credit Commitment shall be reduced, dollar for dollar, with any reduction subject to the Total 3provisions of Section 2.5.2(c). Co-Year Facility Commitment. Notwithstanding anything in this Section 2.3.3 to the contrary, Borrower Borrowers may not reduce or cancel any portion of the Total Construction Loan Commitment under either Facility if, after giving effect to such reduction or cancellation, (ai) the aggregate principal amount of all Construction Loans then outstanding under such Facility would exceed the Total Commitment applicable 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) any anticipated Call Premium arising from any prepayment related to such Facility, reduction or cancellation (b) as verified by the Aggregate LC Stated Amount plus all Reimbursement Obligations would exceed the Total Letter of Credit CommitmentIndependent Engineer), or (ciii) such reduction or cancellation would (including any corresponding required reduction or cancellation of the First Lien Loan Commitments pursuant to Section 2.5.2(c)) could reasonably be expected to cause a violation Default, an Event of any provision of this Agreement Default or result in the other Credit Facility Documents. Borrower shall pay Co-Borrowers being unable to Administrative Agent any Facility Fees or Letter of Credit Fees then due on such cancelled amount upon any such reduction or cancellation. From make the effective date of any such reduction, the 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 reducedcertifications set forth in Section 3.2.6. Once reduced or cancelledcanceled, the Total Construction Loan Commitment of the affected Facility may not be increased or reinstated except as 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. 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 inthat 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 2.5.2 shall be made ratably among the Commitments of the Lenders participating in the applicable Facility in accordance with their respective Proportionate Shares. In addition, the First Lien Loan Commitments shall be ratably reduced upon each reduction of the Construction Loan Commitment pursuant to this Section 2.5.2.

Reductions and Cancellations. 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 $10,000,000 or an integral multiple of $1,000,000 in excess thereof or cancel in its entiretyentirety the Total Loan Commitment, the Total Turbine Purchase Loan Commitment applicable to either Facility. Any reduction of the Total 3-Year Facility Commitment shall not affect and/or the Total Letter of Credit Commitment until and unless the sum of the Total 3-Year Facility Commitment plus the Aggregate LC Stated Amount and all Reimbursement Obligations then outstanding is reduced below $250,000,000, at which time the Total Letter of Credit Commitment shall be reduced, dollar for dollar, with any reduction to the Total 3-Year Facility Commitment. Notwithstanding anything in this Section 2.3.3 to the contraryforegoing, Borrower may not reduce or cancel any portion of the Total Loan Commitment, the Total Turbine Purchase Loan Commitment under either Facility 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 under such Facility would exceed the Total Commitment applicable to such Facility, (b) and the Aggregate LC Stated Amount plus together with all outstanding Reimbursement Obligations would exceed the Total Letter Loan Commitment, (b) the Available Construction Funds would not, in the reasonable judgment of Credit Commitmentthe 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 other provision of this Agreement or Agreement, the other Credit Facility Documents, any Project Documents, any Turbine Purchase Contracts or have a Material Adverse Effect on Borrower, any Project Owner, any Funded Project. Borrower shall pay to Administrative Agent any Facility Fees or Letter of Credit Commitment 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 Facility Commitment Fees and Letter of Credit Fees applicable to the affected Facility shall be computed on the basis of the Total Commitment of such Facility Available Loan Commitment, as so reduced. Once reduced or cancelledcanceled, none of the Total Loan Commitment may be increased or reinstated. Any reductions in the Total Loan Commitment, the Total Turbine Purchase Loan Commitment or the Total Letter of the affected Facility may not Credit Commitment pursuant to this Section 2.3.4 shall be increased or reinstated except as provided inapplied ratably to each Bank's respective Commitments in accordance with Section 2.7.1.