Material Actions. The following actions, and no other actions under the WP Agreement, shall constitute “Material Actions” and shall require direction from the Material Actions Committee, as defined and described in Article 4, in order for Buyers’ Agent to perform such actions: (a) Section 4.4(b) of the WP Agreement; approval of the Major Maintenance Blockout, and action incidental thereto; (b) Section 5.4 of the WP Agreement; approval of any Lien on any portion of the Facility or any other property or assets that are related to the operation, maintenance and use of the Facility; (c) Section 7.4(c) of the WP Agreement; approval of the equation relating to Deemed Generated Energy. (d) Section 13.3 of the WP Agreement; negotiation and agreement upon the Facility Lender Consent. (e) Section 14.7 of the WP Agreement; consent to any Change in Control. (f) Section 14.19(a) of the WP Agreement; determination as to whether Seller will defend Buyer Indemnitees from legal action. (g) Section 14.9(c) of the WP Agreement; approval of a different condition or use of the Facility following damage or destruction of the Facility. (h) Section 14.9(d) of the WP Agreement; consent to Seller’s actions with respect to condemnation or other taking of the Facility. (i) Section 14.25(b) of the WP Agreement; notification to Seller as to whether or cancel their respective right of first offer.
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