Common use of Material Project Documents Clause in Contracts

Material Project Documents. (a) As of the date hereof (i) all Material Project Documents are set forth in Schedule 5.7 hereto, (ii) all Project Documents that have been entered into by the Borrower, the Project Owner, or the Procurement Sub (prior to the Merger) or the Affiliated Project Parties but are not Material Project Documents are set forth in Part B of Schedule 5.7 and (iii) each of the Affiliated Project Documents are denoted on Schedule 5.7 with an “*”. Each of the Project Documents set forth in Schedule 5.7 consist only of the original document (including appendices, exhibits, schedules and disclosure letters) and any amendments, waivers or supplements thereto expressly described in the relevant definitions appearing in Schedule 5.7 hereto, and there are no other amendments, waivers or supplements, written or oral, with respect thereto. The Financing Parties have received a true and complete copy of each Project Document set forth in Schedule 5.7, including all appendices, exhibits, schedules, disclosure letters, amendments, waivers or supplements referred to therein or delivered pursuant thereto, if any. (b) Each Material Project Document entered into by the Borrower, the Project Owner, or the Procurement Sub (prior to the Merger) or the Affiliated Project Parties has been duly authorized, executed and delivered by such Person, is in full force and effect and constitutes the legal, valid and binding obligation of such Person, enforceable against such Person (and, to the knowledge of the Borrower, each other Material Project Participant) in accordance with its terms, except as the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (B) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each of the Borrower, the Project Owner, and the Procurement Sub (prior to the Merger) and the Affiliated Project Parties, and to the knowledge of the Borrower, each other Material Project Participant, is in compliance in all material respects with the terms and conditions of the Material Project Documents to which it is a party, and no event has occurred that could reasonably be expected to (x) result in a default under, or a material breach of, any Material Project Document, (y) result in the revocation, termination or adverse modification of any Material Project Document or (z) adversely affect the rights of any Borrower Party under any Material Project Document. (c) All representations and warranties of the Borrower, the Project Owner, and the Procurement Sub (prior to the Merger) and the Affiliated Project Parties and, to the Borrower’s knowledge, the other parties thereto, contained in the Material Project Documents are true and correct in all material respects (except to the extent that any such representation or warranty is expressed to be made only as of an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date). (d) All conditions precedent to the obligations of the respective parties under the Material Project Documents have been satisfied, except for such conditions precedent which by their terms cannot be (and are not required to be) met until a later stage in the construction or operation of the Project, and the Borrower has no reason to believe that any such conditions precedent cannot be satisfied prior to the time when such conditions are required to be met pursuant to the applicable Project Document.

Material Project Documents. (a) As of the date hereof (i) all Material Project Documents are set forth in Schedule 5.7 hereto, (ii) all Project Documents that have been entered into by the Borrower, the Project Owner, or the Procurement Sub (prior to the Merger) or the Affiliated Project Parties but are not Material Project Documents are set forth in Part B of Schedule 5.7 and (iii) each of the Affiliated Project Documents are denoted on Schedule 5.7 with an “*”. Each of the Project Documents set forth in Schedule 5.7 consist only of the original document (including appendices, exhibits, schedules and disclosure letters) and any amendments, waivers or supplements thereto expressly described in the relevant definitions appearing in Schedule 5.7 hereto, and there are no other amendments, waivers or supplements, written or oral, with respect thereto. The Financing Parties have received a true and complete copy of each Project Document set forth in Schedule 5.7, including all appendices, exhibits, schedules, disclosure letters, amendments, waivers or supplements referred to therein or delivered pursuant thereto, if any. (b) Each Material Project Document entered into by the Borrower, the Project Owner, or the Procurement Sub (prior to the Merger) or the Affiliated Project Parties has been duly authorized, executed and delivered by such Person, is in full force and effect and constitutes the legal, valid and binding obligation of such Person, enforceable against such Person (and, to the knowledge of the Borrower, each other Material Project Participant) in accordance with its terms, except as the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (B) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each of the Borrower, the Project Owner, and the Procurement Sub (prior to the Merger) and the Affiliated Project Parties, and to the knowledge of the Borrower, each other Material Project Participant, is in compliance in all material respects with the terms and conditions of the Material Project Documents to which it is a party, and no event has occurred that could reasonably be expected to (x) result in a default under, or a material breach of, any Material Project Document, (y) result in the revocation, termination or adverse modification of any Material Project Document or (z) adversely affect the rights of any Borrower Party under any Material Project Document. (c) All representations and warranties of the Borrower, the Project Owner, and the Procurement Sub (prior to the Merger) and the Affiliated Project Parties and, to the Borrower’s knowledge, the other parties thereto, contained in the Material Project Documents are true and correct in all material respects (except to the extent that any such representation or warranty is expressed to be made only as of an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date).. NEWYORK 8115155 (2K) 49 (d) All conditions precedent to the obligations of the respective parties under the Material Project Documents have been satisfied, except for such conditions precedent which by their terms cannot be (and are not required to be) met until a later stage in the construction or operation of the Project, and the Borrower has no reason to believe that any such conditions precedent cannot be satisfied prior to the time when such conditions are required to be met pursuant to the applicable Project Document.

Material Project Documents. (a) As of the date hereof The Company shall at all times (i) perform and observe all Material Project Documents are set forth in Schedule 5.7 hereto, (ii) all Project Documents that have been entered into by the Borrower, the Project Owner, or the Procurement Sub (prior to the Merger) or the Affiliated Project Parties but are not Material Project Documents are set forth in Part B of Schedule 5.7 and (iii) each of the Affiliated Project Documents are denoted on Schedule 5.7 with an “*”. Each of the Project Documents set forth in Schedule 5.7 consist only of the original document (including appendices, exhibits, schedules and disclosure letters) and any amendments, waivers or supplements thereto expressly described in the relevant definitions appearing in Schedule 5.7 hereto, and there are no other amendments, waivers or supplements, written or oral, with respect thereto. The Financing Parties have received a true and complete copy of each Project Document set forth in Schedule 5.7, including all appendices, exhibits, schedules, disclosure letters, amendments, waivers or supplements referred to therein or delivered pursuant thereto, if any. (b) Each Material Project Document entered into by the Borrower, the Project Owner, or the Procurement Sub (prior to the Merger) or the Affiliated Project Parties has been duly authorized, executed and delivered by such Person, is in full force and effect and constitutes the legal, valid and binding obligation of such Person, enforceable against such Person (and, to the knowledge of the Borrower, each other Material Project Participant) in accordance with its terms, except as the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (B) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each of the Borrower, the Project Owner, and the Procurement Sub (prior to the Merger) and the Affiliated Project Parties, and to the knowledge of the Borrower, each other Material Project Participant, is in compliance in all material respects with the terms and conditions of covenants under the Material Project Documents to which it is a party, (ii) take reasonable actions to enforce all of its rights and no event has occurred that could reasonably be expected to (x) result in a default under, or a material breach of, any Material Project Document, (y) result in the revocation, termination or adverse modification of any Material Project Document or (z) adversely affect the rights of any Borrower Party under any Material Project Document. (c) All representations and warranties of the Borrower, the Project Ownerobligations thereunder, and the Procurement Sub (prior to the Mergeriii) and the Affiliated Project Parties and, to the Borrower’s knowledge, the other parties thereto, contained in maintain the Material Project Documents are true in full force and correct in all material respects (except to the extent that any such representation or warranty is expressed to be made only as of an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date)effect. (db) All conditions precedent Upon expiration or termination of the initial or any renewal term of the Lease Supplement or the New Lease (or any supplement or new lease entered into in replacement thereof in accordance with this Section 9.8(b)), the Company shall, or shall cause New Owner to, enter into a supplement or new lease with respect to the obligations Acquired System or the FERC Assets, as applicable: (i) having an initial term of at least five years, (ii) providing for renewal terms, (iii) requiring payment of a base rent that is sufficient during the initial and all renewal terms of such supplement or new lease to enable the Company to pay Debt Service with respect to the Notes and the Notes (as defined in the 2009 SDTS Note Agreement) when due, and (iv) (x) substantially in the form of the respective parties under existing System Lease with respect to all non-economic provisions; provided that notwithstanding the Material Project Documents foregoing, provisions that are administrative or ministerial in nature and provisions that are of an inconsequential nature and which do not adversely affect any Holder or which satisfy any requirements, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a Federal or state agency or contained in Federal or state law shall be deemed to be substantially in the form of the existing System Lease, or (y) otherwise in form and substance satisfactory to the Required Holders, which consent shall not be unreasonably withheld. If the Required Holders have been satisfieda consent right pursuant to clause (iv)(y) hereof, except the Holders shall make commercially reasonable efforts to respond to the Company’s request for such conditions precedent which by their terms canreview within ten business days, provided that failure to so respond shall not be (and are not required deemed a consent to be) met until a later stage in the construction such supplement or operation of the Project, and the Borrower has no reason to believe that any such conditions precedent cannot be satisfied prior to the time when such conditions are required to be met pursuant to the applicable Project Documentnew lease.

Material Project Documents. (a) As of the date hereof The Company shall at all times (i) perform and observe all Material Project Documents are set forth in Schedule 5.7 hereto, (ii) all Project Documents that have been entered into by the Borrower, the Project Owner, or the Procurement Sub (prior to the Merger) or the Affiliated Project Parties but are not Material Project Documents are set forth in Part B of Schedule 5.7 and (iii) each of the Affiliated Project Documents are denoted on Schedule 5.7 with an “*”. Each of the Project Documents set forth in Schedule 5.7 consist only of the original document (including appendices, exhibits, schedules and disclosure letters) and any amendments, waivers or supplements thereto expressly described in the relevant definitions appearing in Schedule 5.7 hereto, and there are no other amendments, waivers or supplements, written or oral, with respect thereto. The Financing Parties have received a true and complete copy of each Project Document set forth in Schedule 5.7, including all appendices, exhibits, schedules, disclosure letters, amendments, waivers or supplements referred to therein or delivered pursuant thereto, if any. (b) Each Material Project Document entered into by the Borrower, the Project Owner, or the Procurement Sub (prior to the Merger) or the Affiliated Project Parties has been duly authorized, executed and delivered by such Person, is in full force and effect and constitutes the legal, valid and binding obligation of such Person, enforceable against such Person (and, to the knowledge of the Borrower, each other Material Project Participant) in accordance with its terms, except as the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (B) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each of the Borrower, the Project Owner, and the Procurement Sub (prior to the Merger) and the Affiliated Project Parties, and to the knowledge of the Borrower, each other Material Project Participant, is in compliance in all material respects with the terms and conditions of covenants under the Material Project Documents to which it is a party, (ii) take reasonable actions to enforce all of its rights and no event has occurred that could reasonably be expected to (x) result in a default under, or a material breach of, any Material Project Document, (y) result in the revocation, termination or adverse modification of any Material Project Document or (z) adversely affect the rights of any Borrower Party under any Material Project Document. (c) All representations and warranties of the Borrower, the Project Ownerobligations thereunder, and the Procurement Sub (prior to the Mergeriii) and the Affiliated Project Parties and, to the Borrower’s knowledge, the other parties thereto, contained in maintain the Material Project Documents are true in full force and correct in all material respects (except to the extent that any such representation or warranty is expressed to be made only as of an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date)effect. (db) All conditions precedent Upon expiration or termination of the initial or any renewal term of the System Lease or the New Lease (or any supplement or new lease entered into in replacement thereof in accordance with this Section 9.8(b)), the Company shall, or shall cause New Owner to, enter into a supplement or new lease with respect to the obligations Acquired System or the FERC Assets, as applicable: (i) having an initial term of at least five years, (ii) providing for renewal terms, (iii) requiring payment of a base rent that is sufficient during the initial and all renewal terms of such supplement or new lease to enable the Company to pay Debt Service with respect to the Notes and the Notes (as defined in the 2009 SDTS Note Agreement) when due, and (iv) (x) substantially in the form of the respective parties under existing System Lease with respect to all non-economic provisions; provided that notwithstanding the Material Project Documents foregoing, provisions that are administrative or ministerial in nature and provisions that are of an inconsequential nature and which do not adversely affect any Holder or which satisfy any requirements, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a Federal or state agency or contained in Federal or state law shall be deemed to be substantially in the form of the existing System Lease, or (y) otherwise in form and substance satisfactory to the Required Holders, which consent shall not be unreasonably withheld. If the Required Holders have been satisfieda consent right pursuant to clause (iv)(y) hereof, except the Holders shall make commercially reasonable efforts to respond to the Company’s request for such conditions precedent which by their terms canreview within ten business days, provided that failure to so respond shall not be (and are not required deemed a consent to be) met until a later stage in the construction such supplement or operation of the Project, and the Borrower has no reason to believe that any such conditions precedent cannot be satisfied prior to the time when such conditions are required to be met pursuant to the applicable Project Documentnew lease.

Material Project Documents. (a) As of the date hereof Each Material Project Document: (i) all Material Project Documents are set forth in Schedule 5.7 heretoconstitutes the legal, valid, binding and enforceable obligations of each Obligor party to it; and (ii) all Project Documents that have been entered into by the Borroweris in full force and effect, the Project Owner, or the Procurement Sub (prior except to the Merger) or the Affiliated Project Parties but are not Material Project Documents are set forth in Part B of Schedule 5.7 and (iii) each of the Affiliated Project Documents are denoted on Schedule 5.7 with an “*”. Each of the Project Documents set forth in Schedule 5.7 consist only of the original document (including appendices, exhibits, schedules and disclosure letters) and any amendments, waivers or supplements thereto expressly described in the relevant definitions appearing in Schedule 5.7 heretoextent that such circumstances would not, and there are no other amendmentswould not reasonably be expected to, waivers or supplements, written or oral, with respect thereto. The Financing Parties have received a true and complete copy of each Project Document set forth in Schedule 5.7, including all appendices, exhibits, schedules, disclosure letters, amendments, waivers or supplements referred to therein or delivered pursuant thereto, if anyMaterial Adverse Effect. (b) Each All terms of each Material Project Document entered into have been complied with by the Borrower, the Project Owner, or the Procurement Sub relevant Obligor and (prior to the Mergerbest of its knowledge and belief having made due and careful enquiry) the other parties thereto, no notice of any intention to revoke or the Affiliated terminate any Material Project Parties Document has been duly authorizedreceived by any Obligor, executed and delivered by such Person, is in full force and effect and constitutes the legal, valid and binding obligation of such Person, enforceable against such Person neither it nor (and, to the best of its knowledge of the Borrower, each and belief having made due and careful enquiry) any other Material Project Participant) in accordance party thereto has repudiated or disclaimed any liability or obligation thereunder or formally given notice that it does not consider itself bound by or does not intend to comply with its termsany provision thereof, except as to the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (B) the application of general principles of equity (regardless of whether extent that such enforceability is considered in a proceeding at law or in equity). Each of the Borrower, the Project Ownercircumstances would not, and the Procurement Sub (prior to the Merger) and the Affiliated Project Parties, and to the knowledge of the Borrower, each other Material Project Participant, is in compliance in all material respects with the terms and conditions of the Material Project Documents to which it is a party, and no event has occurred that could would not reasonably be expected to, have a Material Adverse Effect. (c) No steps have been taken which are likely to (x) result in a default under, or a material breach of, any Material Project Document, (y) result in lead to the revocation, termination or adverse modification suspension of any Material Project Document Authorisation referred to in Clause 21.6 (Validity and Admissibility in Evidence) or Clause 24.8(c) (zField Operations) adversely affect the rights which has been granted or any variation of any Borrower Party under any Material Project Document. (c) All representations and warranties of the Borrower, the Project Owner, and the Procurement Sub (prior to the Merger) and the Affiliated Project Parties and, to the Borrower’s knowledge, the other parties thereto, contained in the Material Project Documents are true and correct in all material respects (except to the extent that any such representation or warranty is expressed to be made only as of an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date)Authorisation. (d) All conditions precedent An Obligor owns or will at the requisite time own, or has sufficient access to and the obligations right to use, all assets necessary for the use, possession, ownership, exploration, development, construction, operation and/or exploitation of the respective parties under Borrowing Base Assets as contemplated by the Material Project Documents have been satisfied, except for such conditions precedent which by their terms cannot be (and are not required to be) met until a later stage in the construction or operation of the Project, and the Borrower has no reason then-current Banking Case. (e) No Obligor is under any obligation (other than under this Agreement) to believe that create any such conditions precedent cannot be satisfied prior to the time when such conditions are required to be met pursuant to the applicable Project DocumentSecurity over all or any part of a Borrowing Base Asset save for any Permitted Security.