Common use of Authority’s Obligations Clause in Contracts

Authority’s Obligations. (a) The Authority shall, to the extent consistent with applicable Law and at the sole cost and expense of the Lessee, cooperate with the Lessee with respect to documentation reasonably necessary to obtain, maintain, syndicate and replace financing (including refinancings) for the performance of the obligations of the Lessee hereunder. The Authority’s cooperation may include reviewing, approving and executing documents which substantiate the terms of this Agreement (including any consents and agreements necessary to confirm that the debt evidenced by the relevant financing constitutes Leasehold Mortgage Debt) and responding to reasonable requests for available information and material to furnish to any proposed Leasehold Mortgagee to facilitate financing to the extent permitted by applicable Law and contractual obligations with third-parties; provided, however, that nothing herein shall obligate the Authority to consent to service of process, to become subject to any legal process in any jurisdiction other than in the Commonwealth, or to enter into any agreement not governed by the Laws of the Commonwealth. Any agreement entered into under this Section 10.2(a) shall be subject to review for form and legality by the General Counsel of the Authority. If requested to do so by the Lessee, the Authority shall, at the sole cost and expense of the Lessee, use its Reasonable Efforts to cause the Authority’s independent public accountants to consent to the use and inclusion of certain financial information regarding the LMM Airport Facility in connection with the Lessee’s public or private offering of securities, as the case may be. (b) The Authority shall, promptly upon the request of the Lessee or any Leasehold Mortgagee, execute, acknowledge and deliver to the Lessee, or any of the parties specified by the Lessee, standard consents and estoppel certificates with respect to this Agreement (including consents with respect to Operating Agreements and Plans assigned to any Leasehold Mortgagee) that may be qualified to the best of the knowledge and belief of a designated representative of the Authority. Nothing herein shall require the Authority to incur any additional obligations or liabilities (unless the Authority shall have received indemnification, as determined in the Authority’s discretion, with respect thereto) or to take any action, give any consent or enter into any document inconsistent with or in violation of any applicable Law or the provisions of this Agreement. (c) The Authority, upon the request of the Lessee, shall use Reasonable Efforts to cooperate in the Lessee’s efforts to obtain debt financing assistance through the issuance of bonds or from other financing programs for which the Lessee may be eligible; provided that the Lessee shall reimburse the Authority for all costs and expenses incurred by the Authority in connection therewith. Nothing in this Section 10.2(c) shall obligate the Authority (i) to advocate or recommend the enactment or adoption of any federal or Commonwealth legislation or regulations, (ii) to make or recommend an allocation of the Authority’s private activity bond authorization under Section 146 of the U.S. Revenue Code or any similar provision, including authorizations related to other forms of private activity bonds or of tax credit bonds or (iii) to cooperate with the Lessee in connection with obtaining any such debt financing if the Authority (A) has, or reasonably expects to have, a competing application for such financing, (B) is required to commit to the expenditure or allocation of Authority funds in connection with such request or (C) such finance would have a material adverse effect on the credit rating of the Authority. (d) The Authority, upon the request of the Lessee, shall also use Reasonable Efforts to cooperate in any other respects in the Lessee’s efforts to obtain debt financing; provided that the Lessee shall reimburse the Authority for all costs and expenses incurred by the Authority in connection therewith.

Authority’s Obligations. 3.1 Subject to this clause 3 and clauses 6 and 15 (Termination), the Authority shall comply with the payment provisions of this clause 3 provided that the Authority has received from the Recipient full and accurate information and documentation as required by this Agreement. 3.2 Provided that the Authority is satisfied that the conditions set out at clause 3.3 below are met, the Authority shall (subject to all the terms and provisions of this Agreement including this clause 3) pay by way of reimbursement a percentage of the Qualifying Expenditure actually defrayed by the Recipient prior to the quarter-end up to the Maximum Amount. 3.3 The Authority will not be required to make any payment under clause 3.2 unless and to the extent that it is satisfied that: (a) any such payment will not result in a breach of the Subsidy Rules (b) the Recipient is not in breach of any obligation under this Agreement; (c) the warranties provided by the Recipient at clauses 13.4 and 14 remain true; and (d) the Recipient has conducted sufficient due diligence to satisfy itself that any such payment will not result in a breach of the Subsidy Rules. 3.4 The Authority shall, is under no obligation to make any payments other than those provided under this clause 3 including (without limitation) any increase in the cost to the extent consistent with applicable Law and at Recipient in delivering the sole cost and expense Project. 3.5 The Recipient acknowledges that where in the definition of Maximum Amount any part of the Lessee, cooperate with Grant is allocated to a particular Financial Year ("the Lessee with respect Maximum Yearly Sum") then such part or parts of the Grant shall be available for that Financial Year only provided that the Authority may in its absolute discretion allow any unclaimed amount from any particular Maximum Yearly Sum for one Financial Year to documentation reasonably necessary to obtain, maintain, syndicate be carried over and replace financing (including refinancings) included in the Maximum Yearly Sum for the performance of the obligations of the Lessee hereunder. The Authority’s cooperation may include reviewing, approving and executing documents which substantiate the terms of this Agreement (including any consents and agreements necessary to confirm that the debt evidenced by the relevant financing constitutes Leasehold Mortgage Debt) and responding to reasonable requests for available information and material to furnish to any proposed Leasehold Mortgagee to facilitate financing to the extent permitted by applicable Law and contractual obligations with third-parties; provided, however, that nothing herein shall obligate the Authority to consent to service of process, to become subject to any legal process in any jurisdiction other than in the Commonwealth, or to enter into any agreement not governed by the Laws of the Commonwealthnext Financial Year. Any agreement entered into under change pursuant to this Section 10.2(a) clause 3.5 shall be subject to review for form and legality by the General Counsel of the Authority. If requested to do so by the LesseeChange Control Process as detailed in clause 2.2. 3.6 Notwithstanding anything contained in this clause 3, the Authority shall, may at any time in its absolute discretion (but without any obligation on the sole cost and expense Authority to do so) pay any part or parts of the Lessee, use its Reasonable Efforts to cause the Authority’s independent public accountants to consent Grant to the use Recipient in advance of the date or dates when such payments would otherwise be due ("Advance Payments") and inclusion in such event:- (a) such Advance Payments shall form part of certain the Grant and shall be deducted from any further payment or payments which would otherwise be due under this Agreement; (b) where in any Financial Year the Authority makes any Advance Payments which individually or together exceed the Maximum Yearly Sum for that Financial Year then the Maximum Yearly Sum for any future Financial Year or Financial Years shall be reduced by an amount equal to the overpayment. 3.7 If at any time (and whether or not following notification by the Recipient under clause 2.1(f) or report in support of a financial information claim under clause 6.1) it appears to the Authority that the Recipient is not likely to claim ▇▇▇▇▇ in accordance with the profile in Schedule 3 then the Authority may, subject to clause 3.9, by notice to the Recipient re- profile the Grant (by reference to Schedule 3). 3.8 If at any time (and whether or not following notification by the Recipient under clause 2.1(f) or report in support of a financial claim under clause 6.1) it appears to the Authority that the Recipient is not likely to claim the Maximum Amount, then the Authority may, subject to clause 3.9, by notice to the Recipient reduce the Maximum Amount. 3.9 Prior to re-profiling the Grant under clause 3.7 or reducing the Maximum Amount under clause 3.8, the Authority shall consult the Recipient regarding the LMM Airport Facility in connection with consequences for the Lessee’s public Recipient and the Project of the proposed re-profiling or private offering of securities, reduction (as the case may be. (b) and invite the Recipient to make representations in relation thereto within such reasonable period as the Authority may specify. The Authority shall, promptly upon the request of the Lessee or shall consider any Leasehold Mortgagee, execute, acknowledge and deliver to the Lessee, or any of the parties specified representations made by the Lessee, standard consents Recipient and estoppel certificates with respect shall not re-profile the Grant or reduce the Maximum Amount (as the case may be) where it appears to this Agreement (including consents with respect to Operating Agreements and Plans assigned to any Leasehold Mortgagee) that may be qualified to the best of the knowledge and belief of a designated representative of the Authority. Nothing herein shall require the Authority to incur any additional obligations or liabilities (unless the Authority shall have received indemnification, as determined in the Authority’s discretion, with respect thereto) or to take any action, give any consent or enter into any document inconsistent with or in violation of any applicable Law or the provisions of this Agreement. (c) The Authority, upon the request of the Lessee, shall use Reasonable Efforts to cooperate in the Lessee’s efforts to obtain debt financing assistance through the issuance of bonds or from other financing programs for which the Lessee may be eligible; provided that the Lessee shall reimburse the Authority for all costs and expenses incurred by the Authority in connection therewith. Nothing in this Section 10.2(c) shall obligate the Authority (i) to advocate or recommend the enactment or adoption of any federal or Commonwealth legislation or regulations, (ii) to make or recommend an allocation of the Authority’s private activity bond authorization under Section 146 of the U.S. Revenue Code or any similar provision, including authorizations related to other forms of private activity bonds or of tax credit bonds or (iii) to cooperate with the Lessee in connection with obtaining any such debt financing if the Authority (Aacting reasonably) has, that the proposed re-profiling or reasonably expects reduction would be likely to have, a competing application for such financing, (B) is required to commit cause material prejudice to the expenditure Recipient or allocation of Authority funds in connection with such request or (C) such finance would have a material adverse effect on the credit rating of the AuthorityProject. (d) The Authority, upon the request of the Lessee, shall also use Reasonable Efforts to cooperate in any other respects in the Lessee’s efforts to obtain debt financing; provided that the Lessee shall reimburse the Authority for all costs and expenses incurred by the Authority in connection therewith.

Authority’s Obligations. 3.1 Subject to this clause 3 and clauses 6 and 15 (Termination), the Authority shall comply with the payment provisions of this clause 3 provided that the Authority has received from the Recipient full and accurate information and documentation as required by this Agreement. 3.2 Provided that the Authority is satisfied that the conditions set out at clause 3.3 below are met, the Authority shall (subject to all the terms and provisions of this Agreement including this clause 3) pay by way of reimbursement a percentage of the Qualifying Expenditure actually defrayed by the Recipient prior to the quarter-end up to the Maximum Amount. 3.3 The Authority will not be required to make any payment under clause 3.2 unless and to the extent that it is satisfied that: (a) any such payment will not result in a breach of the Subsidy Rules (b) the Recipient is not in breach of any obligation under this Agreement; (c) the warranties provided by the Recipient at clauses 13.4 and 14 remain true; and (d) the Recipient has conducted sufficient due diligence to satisfy itself that any such payment will not result in a breach of the Subsidy Rules. 3.4 The Authority shall, is under no obligation to make any payments other than those provided under this clause 3 including (without limitation) any increase in the cost to the extent consistent with applicable Law and at Recipient in delivering the sole cost and expense Project. 3.5 The Recipient acknowledges that where in the definition of Maximum Amount any part of the Lessee, cooperate with Grant is allocated to a particular Financial Year ("the Lessee with respect Maximum Yearly Sum") then such part or parts of the Grant shall be available for that Financial Year only provided that the Authority may in its absolute discretion allow any unclaimed amount from any particular Maximum Yearly Sum for one Financial Year to documentation reasonably necessary to obtain, maintain, syndicate be carried over and replace financing (including refinancings) included in the Maximum Yearly Sum for the performance of the obligations of the Lessee hereunder. The Authority’s cooperation may include reviewing, approving and executing documents which substantiate the terms of this Agreement (including any consents and agreements necessary to confirm that the debt evidenced by the relevant financing constitutes Leasehold Mortgage Debt) and responding to reasonable requests for available information and material to furnish to any proposed Leasehold Mortgagee to facilitate financing to the extent permitted by applicable Law and contractual obligations with third-parties; provided, however, that nothing herein shall obligate the Authority to consent to service of process, to become subject to any legal process in any jurisdiction other than in the Commonwealth, or to enter into any agreement not governed by the Laws of the Commonwealthnext Financial Year. Any agreement entered into under change pursuant to this Section 10.2(a) clause 3.5 shall be subject to review for form and legality by the General Counsel of the Authority. If requested to do so by the LesseeChange Control Process as detailed in clause 2.2. 3.6 Notwithstanding anything contained in this clause 3, the Authority shall, may at any time in its absolute discretion (but without any obligation on the sole cost and expense Authority to do so) pay any part or parts of the Lessee, use its Reasonable Efforts to cause the Authority’s independent public accountants to consent Grant to the use Recipient in advance of the date or dates when such (a) such Advance Payments shall form part of the Grant and inclusion shall be deducted from any further payment or payments which would otherwise be due under this Agreement; (b) where in any Financial Year the Authority makes any Advance Payments which individually or together exceed the Maximum Yearly Sum for that Financial Year then the Maximum Yearly Sum for any future Financial Year or Financial Years shall be reduced by an amount equal to the overpayment. 3.7 If at any time (and whether or not following notification by the Recipient under clause 2.1(f) or report in support of certain a financial information claim under clause 6.1) it appears to the Authority that the Recipient is not likely to claim ▇▇▇▇▇ in accordance with the profile in Schedule 3 then the Authority may, subject to clause 3.9, by notice to the Recipient re- profile the Grant (by reference to Schedule 3). 3.8 If at any time (and whether or not following notification by the Recipient under clause 2.1(f) or report in support of a financial claim under clause 6.1) it appears to the Authority that the Recipient is not likely to claim the Maximum Amount, then the Authority may, subject to clause 3.9, by notice to the Recipient reduce the Maximum Amount. 3.9 Prior to re-profiling the Grant under clause 3.7 or reducing the Maximum Amount under clause 3.8, the Authority shall consult the Recipient regarding the LMM Airport Facility in connection with consequences for the Lessee’s public Recipient and the Project of the proposed re-profiling or private offering of securities, reduction (as the case may be. (b) and invite the Recipient to make representations in relation thereto within such reasonable period as the Authority may specify. The Authority shall, promptly upon the request of the Lessee or shall consider any Leasehold Mortgagee, execute, acknowledge and deliver to the Lessee, or any of the parties specified representations made by the Lessee, standard consents Recipient and estoppel certificates with respect shall not re-profile the Grant or reduce the Maximum Amount (as the case may be) where it appears to this Agreement (including consents with respect to Operating Agreements and Plans assigned to any Leasehold Mortgagee) that may be qualified to the best of the knowledge and belief of a designated representative of the Authority. Nothing herein shall require the Authority to incur any additional obligations or liabilities (unless the Authority shall have received indemnification, as determined in the Authority’s discretion, with respect thereto) or to take any action, give any consent or enter into any document inconsistent with or in violation of any applicable Law or the provisions of this Agreement. (c) The Authority, upon the request of the Lessee, shall use Reasonable Efforts to cooperate in the Lessee’s efforts to obtain debt financing assistance through the issuance of bonds or from other financing programs for which the Lessee may be eligible; provided that the Lessee shall reimburse the Authority for all costs and expenses incurred by the Authority in connection therewith. Nothing in this Section 10.2(c) shall obligate the Authority (i) to advocate or recommend the enactment or adoption of any federal or Commonwealth legislation or regulations, (ii) to make or recommend an allocation of the Authority’s private activity bond authorization under Section 146 of the U.S. Revenue Code or any similar provision, including authorizations related to other forms of private activity bonds or of tax credit bonds or (iii) to cooperate with the Lessee in connection with obtaining any such debt financing if the Authority (Aacting reasonably) has, that the proposed re-profiling or reasonably expects reduction would be likely to have, a competing application for such financing, (B) is required to commit cause material prejudice to the expenditure Recipient or allocation of Authority funds in connection with such request or (C) such finance would have a material adverse effect on the credit rating of the AuthorityProject. (d) The Authority, upon the request of the Lessee, shall also use Reasonable Efforts to cooperate in any other respects in the Lessee’s efforts to obtain debt financing; provided that the Lessee shall reimburse the Authority for all costs and expenses incurred by the Authority in connection therewith.

Authority’s Obligations. 3.1 Subject to this clause 3 and clauses 6 and 15 (Termination), the Authority shall comply with the payment provisions of this clause 3 provided that the Authority has received from the Recipient full and accurate information and documentation as required by this Agreement. 3.2 Provided that the Authority is satisfied that the conditions set out at clause 3.3 below are met, the Authority shall (subject to all the terms and provisions of this Agreement including this clause 3) pay by way of reimbursement a percentage of the Qualifying Expenditure actually defrayed by the Recipient prior to the quarter-end up to the Maximum Amount. 3.3 The Authority will not be required to make any payment under clause 3.2 unless and to the extent that it is satisfied that: (a) any such payment will not result in a breach of the Subsidy Rules (b) the Recipient is not in breach of any obligation under this Agreement; (c) the warranties provided by the Recipient at clauses 13.4 and 14 remain true; and (d) the Recipient has conducted sufficient due diligence to satisfy itself that any such payment will not result in a breach of the Subsidy Rules. 3.4 The Authority shall, is under no obligation to make any payments other than those provided under this clause 3 including (without limitation) any increase in the cost to the extent consistent with applicable Law and at Recipient in delivering the sole cost and expense Project. 3.5 The Recipient acknowledges that where in the definition of Maximum Amount any part of the Lessee, cooperate with Grant is allocated to a particular Financial Year ("the Lessee with respect Maximum Yearly Sum") then such part or parts of the Grant shall be available for that Financial Year only provided that the Authority may in its absolute discretion allow any unclaimed amount from any particular Maximum Yearly Sum for one Financial Year to documentation reasonably necessary to obtain, maintain, syndicate be carried over and replace financing (including refinancings) included in the Maximum Yearly Sum for the performance of the obligations of the Lessee hereunder. The Authority’s cooperation may include reviewing, approving and executing documents which substantiate the terms of this Agreement (including any consents and agreements necessary to confirm that the debt evidenced by the relevant financing constitutes Leasehold Mortgage Debt) and responding to reasonable requests for available information and material to furnish to any proposed Leasehold Mortgagee to facilitate financing to the extent permitted by applicable Law and contractual obligations with third-parties; provided, however, that nothing herein shall obligate the Authority to consent to service of process, to become subject to any legal process in any jurisdiction other than in the Commonwealth, or to enter into any agreement not governed by the Laws of the Commonwealthnext Financial Year. Any agreement entered into under change pursuant to this Section 10.2(a) clause 3.5 shall be subject to review for form and legality by the General Counsel of the Authority. If requested to do so by the LesseeChange Control Process as detailed in clause 2.2. 3.6 Notwithstanding anything contained in this clause 3, the Authority shall, may at any time in its absolute discretion (but without any obligation on the sole cost and expense Authority to do so) pay any part or parts of the Lessee, use its Reasonable Efforts to cause the Authority’s independent public accountants to consent Grant to the use Recipient in advance of the date or dates when such payments would otherwise be due ("Advance Payments") and inclusion in such event:- (a) such Advance Payments shall form part of certain the Grant and shall be deducted from any further payment or payments which would otherwise be due under this Agreement; (b) where in any Financial Year the Authority makes any Advance Payments which individually or together exceed the Maximum Yearly Sum for that Financial Year then the Maximum Yearly Sum for any future Financial Year or Financial Years shall be reduced by an amount equal to the overpayment. 3.7 If at any time (and whether or not following notification by the Recipient under clause 2.1(e) or report in support of a financial information claim under clause 6.1) it appears to the Authority that the Recipient is not likely to claim Grant in accordance with the profile in Schedule 3, then the Authority may, subject to clause 3.9, by notice to the Recipient re-profile the Grant (by reference to Schedule 3). 3.8 If at any time (and whether or not following notification by the Recipient under clause 2.1(e) or report in support of a financial claim under clause 6.1) it appears to the Authority that the Recipient is not likely to claim the Maximum Amount, then the Authority may, subject to clause 3.9, by notice to the Recipient reduce the Maximum Amount. 3.9 Prior to re-profiling the Grant under clause 3.7 or reducing the Maximum Amount under clause 3.8, the Authority shall consult the Recipient regarding the LMM Airport Facility in connection with consequences for the Lessee’s public Recipient and the Project of the proposed re-profiling or private offering of securities, reduction (as the case may be. (b) and invite the Recipient to make representations in relation thereto within such reasonable period as the Authority may specify. The Authority shall, promptly upon the request of the Lessee or shall consider any Leasehold Mortgagee, execute, acknowledge and deliver to the Lessee, or any of the parties specified representations made by the Lessee, standard consents Recipient and estoppel certificates with respect shall not re-profile the Grant or reduce the Maximum Amount (as the case may be) where it appears to this Agreement (including consents with respect to Operating Agreements and Plans assigned to any Leasehold Mortgagee) that may be qualified to the best of the knowledge and belief of a designated representative of the Authority. Nothing herein shall require the Authority to incur any additional obligations or liabilities (unless the Authority shall have received indemnification, as determined in the Authority’s discretion, with respect thereto) or to take any action, give any consent or enter into any document inconsistent with or in violation of any applicable Law or the provisions of this Agreement. (c) The Authority, upon the request of the Lessee, shall use Reasonable Efforts to cooperate in the Lessee’s efforts to obtain debt financing assistance through the issuance of bonds or from other financing programs for which the Lessee may be eligible; provided that the Lessee shall reimburse the Authority for all costs and expenses incurred by the Authority in connection therewith. Nothing in this Section 10.2(c) shall obligate the Authority (i) to advocate or recommend the enactment or adoption of any federal or Commonwealth legislation or regulations, (ii) to make or recommend an allocation of the Authority’s private activity bond authorization under Section 146 of the U.S. Revenue Code or any similar provision, including authorizations related to other forms of private activity bonds or of tax credit bonds or (iii) to cooperate with the Lessee in connection with obtaining any such debt financing if the Authority (Aacting reasonably) has, that the proposed re-profiling or reasonably expects reduction would be likely to have, a competing application for such financing, (B) is required to commit cause material prejudice to the expenditure Recipient or allocation of Authority funds in connection with such request or (C) such finance would have a material adverse effect on the credit rating of the AuthorityProject. (d) The Authority, upon the request of the Lessee, shall also use Reasonable Efforts to cooperate in any other respects in the Lessee’s efforts to obtain debt financing; provided that the Lessee shall reimburse the Authority for all costs and expenses incurred by the Authority in connection therewith.