Common use of Project Documents Clause in Contracts

Project Documents. (i) The Borrower shall not direct or consent or agree to any amendment, modification, supplement, waiver or consent in respect of any provision of any Project Document except the Lease (other than any immaterial amendment, modification, supplement, waiver or consent, in which case a true, correct and complete copy shall be delivered to the Administrative Agent) without the prior written consent of the Administrative Agent, which consent shall not be unreasonably delayed, conditioned or withheld, and in the case of any amendment to a Project Document other than the Lease solely to reflect the removal or replacement of a party, the prior written consent of the Required Lenders, which consent shall not be unreasonably delayed, conditioned or withheld. (ii) The Borrower shall not direct or consent or agree to any amendment, modification, supplement, waiver or consent in respect of any provision of the Lease or approve any document submitted to the Borrower for approval pursuant to Section 5.6.13(b) of the Lease without the prior written consent of the Administrative Agent which consent may be withheld in its sole discretion and in the case of any amendment to the Lease solely to reflect the removal or replacement of the Lessee, the prior written consent of the Required Lenders (except in the case of removal and replacement of the initial Lessee with an Approved Lessee). (iii) Except for collateral assignments under the Security Documents, the Borrower shall not assign any of its rights under any Project Document to which it is a party except the Lease to any Person, or consent to the assignment of any obligations under any such Project Document by any other party thereto, without the prior written approval of the Administrative Agent, which consent shall not be unreasonably delayed, conditioned, or withheld, and in the case of any assignment of any obligations under any Project Document other than the Lease by a party, without the prior written approval of the Required Lenders, which consent shall not be unreasonably delayed, conditioned or withheld. (iv) Except for collateral assignments under the Security Documents, the Borrower shall not assign any of its rights under the Lease to any Person, or consent to the assignment of any obligations under the Lease by any other party thereto, without the prior written approval of the Administrative Agent which approval may be withheld in its sole discretion and in the case of any assignment of any obligations under the Lease by the Lessee, without the prior written approval of the Required Lenders (except in the case of an assignment by the initial Lessee to an Approved Lessee). (v) The Borrower shall not enter into a Project Document unless such Project Document requires the counterparty thereto to obtain such insurance to protect, directly or indirectly, against loss or liability to the Borrower, the Project or any Senior Secured Party as the Administrative Agent may reasonably require.

Project Documents. (ia) The On and after the Initial Funding Date with respect to a Tranche, the Project Documents constitute all contracts, agreements, side letters, leases, powers of attorney or other instruments or documents that are necessary (other than utility services necessary for the construction and the operation of the Project for its intended purposes that are available at the Project or can reasonably be expected to be so available as and when required upon commercially reasonable terms, provided, that in any event the Borrower shall not direct have entered into a Gas Supply Agreement and a Power Purchase Agreement) for (A) the construction, completion, operation, maintenance and ownership of the applicable Project and (B) the conduct of the business of the applicable Borrower as contemplated by the Transaction Documents. Each Project Document has been duly authorized, executed and delivered by each Borrower, each Affiliate Project Participant and, to the knowledge of the Borrower, each other Project Participant (other than any Lender Affiliate Project Participant and any Immaterial Project Participant) party thereto, is in full force and effect and is binding upon and enforceable against each Borrower, each Affiliate Project Participant and, to the knowledge of each Borrower, each other Project Participant (other than any Lender Affiliate Project Participant and any Immaterial Project Participant) party thereto in accordance with its terms. Each Borrower, each Affiliate Project Participant and, to the knowledge of each Borrower, each other Project Participant (other than any Immaterial Project Participant) is in compliance with the terms and conditions of the Project Documents to which it is a party, and no event has occurred that could reasonably be expected to (1) result in an event of default under, or consent a material breach of, any Project Document (other than any Immaterial Additional Project Document), (2) result in the revocation, termination or agree to any amendment, modification, supplement, waiver or consent in respect of any provision adverse modification of any Project Document except the Lease (other than any immaterial amendmentImmaterial Additional Project Document), modificationor (3) adversely affect the rights of either Borrower under any Project Document (other than any Immaterial Additional Project Document). (b) All representations and warranties of the Borrowers, supplementthe Affiliate Project Participants and, waiver to the knowledge of each Borrower, the other parties thereto (other than any Lender Affiliate Project Participant and any Immaterial Project Participant) contained in the Project Documents (other than any Immaterial Additional Project Document) are true and correct in all material respects (except to the extent that any such representation or consentwarranty 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). (c) All conditions precedent to the obligations of the respective parties under the Project Documents (other than any Immaterial Additional Project Document) have been satisfied or waived, 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 applicable Project, and neither Borrower has any 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 Documents (other than any Immaterial Additional Project Document). (d) Neither Borrower is a party to any agreement or contract other than the Transaction Documents. As of the Closing Date, each of the Project Documents then in effect consists only of the original document (including exhibits and schedules) and the amendments thereto expressly described in the relevant definitions appearing in Section 1.1 hereto, and there are no other agreements, side letters, amendments or waivers or supplements, written or oral, with respect thereto. The Administrative Agent has received a true, correct and complete copy shall be of each Project Document (other than any Immaterial Additional Project Document), including all exhibits, schedules and disclosure letters referred to therein or delivered to the Administrative Agent) without the prior written consent pursuant thereto, if any. None of the Administrative Agent, which consent shall not be unreasonably delayed, conditioned Project Documents has been amended or withheld, and in the case of any amendment to a Project Document other than the Lease solely to reflect the removal or replacement of a party, the prior written consent of the Required Lenders, which consent shall not be unreasonably delayed, conditioned or withheldmodified except as permitted under this Agreement. (ii) The Borrower shall not direct or consent or agree to any amendment, modification, supplement, waiver or consent in respect of any provision of the Lease or approve any document submitted to the Borrower for approval pursuant to Section 5.6.13(b) of the Lease without the prior written consent of the Administrative Agent which consent may be withheld in its sole discretion and in the case of any amendment to the Lease solely to reflect the removal or replacement of the Lessee, the prior written consent of the Required Lenders (except in the case of removal and replacement of the initial Lessee with an Approved Lessee). (iii) Except for collateral assignments under the Security Documents, the Borrower shall not assign any of its rights under any Project Document to which it is a party except the Lease to any Person, or consent to the assignment of any obligations under any such Project Document by any other party thereto, without the prior written approval of the Administrative Agent, which consent shall not be unreasonably delayed, conditioned, or withheld, and in the case of any assignment of any obligations under any Project Document other than the Lease by a party, without the prior written approval of the Required Lenders, which consent shall not be unreasonably delayed, conditioned or withheld. (iv) Except for collateral assignments under the Security Documents, the Borrower shall not assign any of its rights under the Lease to any Person, or consent to the assignment of any obligations under the Lease by any other party thereto, without the prior written approval of the Administrative Agent which approval may be withheld in its sole discretion and in the case of any assignment of any obligations under the Lease by the Lessee, without the prior written approval of the Required Lenders (except in the case of an assignment by the initial Lessee to an Approved Lessee). (v) The Borrower shall not enter into a Project Document unless such Project Document requires the counterparty thereto to obtain such insurance to protect, directly or indirectly, against loss or liability to the Borrower, the Project or any Senior Secured Party as the Administrative Agent may reasonably require.

Project Documents. (ia) The Borrower Lessee shall not direct or consent or agree to any amendment, modification, supplement, waiver or consent in respect of any provision of any Project Document except the Lease MOSA (other than any immaterial amendment, modification, supplement, waiver or consent, in which case a true, correct and complete copy shall be delivered to the Administrative AgentLandlord) without the prior written consent of the Administrative Agent, which consent shall not be unreasonably delayed, conditioned or withheld, and in the case of any amendment to a Project Document other than the Lease solely to reflect the removal or replacement of a party, the prior written consent of the Required LendersLandlord, which consent shall not be unreasonably delayed, conditioned or withheld. (iib) The Borrower Lessee shall not direct or consent or agree to any amendment, modificationmodification (including any modification resulting in an obligation to pay Additional Service Fees (as such term is defined in the MOSA)), supplement, waiver or consent in respect of any provision of the Lease MOSA or approve any document submitted to the Borrower Lessee for approval pursuant to Section 5.6.13(b) of the Lease MOSA that would constitute an Additional Project Document if entered into by Lessee without the prior written consent of the Administrative Agent Landlord which consent may be withheld in its sole discretion and in the case of except any amendment to the Lease MOSA solely to reflect the removal or replacement of the Lessee, the prior written consent of the Required Lenders (except in the case of removal and replacement of the initial Lessee Manager or REG Marketing with an Approved Lessee)Operator. (iiic) Except for collateral assignments under the Lessee Security Documents, the Borrower Lessee shall not assign any of its rights under any Project Document to which it is a party except the Lease MOSA to any Person, or consent to the assignment of any obligations under any such Project Document by any other party thereto, without the prior written approval of the Administrative AgentLandlord, which consent shall not be unreasonably delayed, conditioned, or withheld, and in the case of any assignment of any obligations under any Project Document other than the Lease by a party, without the prior written approval of the Required Lenders, which consent shall not be unreasonably delayed, conditioned or withheld. (ivd) Except for collateral assignments under the Lessee Security Documents, the Borrower Lessee shall not assign any of its rights under the Lease MOSA to any Person, or consent to the assignment of any obligations under the Lease MOSA by any other party thereto, without the prior written approval of the Administrative Agent Landlord which approval may be withheld in its sole discretion and in the case of any assignment of any obligations under the Lease by the Lessee, without the prior written approval of the Required Lenders (except in the case of an assignment by the initial Lessee Manager or REG Marketing to an Approved Lessee)Operator. (ve) The Borrower Lessee shall not enter into a Project Document unless such Project Document requires the counterparty thereto to obtain such insurance to protect, directly or indirectly, against loss or liability to the BorrowerLessee, the Project or any Senior Secured Party as the Administrative Agent Landlord may reasonably require.

Project Documents. Each Obligor shall: (ia) The Borrower shall not direct or consent or agree promptly provide the Facility Agent with copies of each Project Document to which it is a party and any amendment, modification, supplement, modification or waiver to a Project Document to which it is a party and which are entered into after the date of this Agreement; (b) ensure that none of its rights under or consent in respect of any provision of the Project Documents to which it is a party are at any Project Document time terminated, suspended or revoked in any way otherwise than by full performance or expiration of its term (including any extension of its term that has come into effect) except the Lease (other than any immaterial amendment, modification, supplement, waiver or consent, in which case a true, correct and complete copy shall be delivered to the Administrative Agent) without with the prior written consent of the Administrative AgentSpecial Majority Lenders; (c) not agree to any waiver, which consent shall not be unreasonably delayed, conditioned amendment or withheld, and in the case modification of any amendment to a Project Document other than the Lease solely to reflect the removal which it is a party (including without limitation any specification therein) in any manner or replacement of a party, to any extent except with the prior written consent of the Required Facility Agent (acting on the instructions of the Special Majority Lenders, which consent shall not be unreasonably delayed, conditioned or withheld.; (iid) The Borrower shall not direct or consent or agree duly and properly perform its obligations under the Project Documents to any amendmentwhich it is a party; (e) maintain and in good faith enforce its rights, modification, supplement, waiver or consent in respect and ensure (so far as is within its control) that others perform their obligations under the Project Documents to which it is a party; (f) promptly upon becoming aware of the same notify the Facility Agent of any provision act or attempt by any other person to terminate, suspend, revoke or restrict its rights under any of the Lease or approve any document submitted Project Documents to which it is a party; (g) not, save with the Borrower for approval pursuant to Section 5.6.13(b) of the Lease without the prior written consent of the Administrative Agent which consent may be withheld in its sole discretion and in the case of any amendment to the Lease solely to reflect the removal Facility Agent, surrender, withdraw, assign or replacement of the Lessee, the prior written consent of the Required Lenders (except in the case of removal and replacement of the initial Lessee with an Approved Lessee). (iii) Except for collateral assignments under the Security Documents, the Borrower shall not assign transfer any of its rights or obligations under any Project Document to which it is a party except the Lease to any Person, or consent to the assignment of any obligations under Obligor or any such other Project Document by any other party theretoParty surrendering, without the prior written approval of the Administrative Agentwithdrawing, which consent shall not be unreasonably delayed, conditioned, assigning or withheld, and in the case of any assignment of any obligations under any Project Document other than the Lease by a party, without the prior written approval of the Required Lenders, which consent shall not be unreasonably delayed, conditioned or withheld. (iv) Except for collateral assignments under the Security Documents, the Borrower shall not assign transferring any of its rights or obligations under them; (h) promptly provide the Lease Facility Agent with copies of any material notices or demands made under any of the Project Documents to any Person, which it is party; (i) ensure that each Project Document to which it is party entered into hereafter does not restrict the assignment or transfer of the benefit of such contract (or is assignable or transferable only if consent is obtained or some other conditions fulfilled) to the assignment Finance Parties other than as previously agreed to by the Facility Agent; and (j) exercise its rights in respect of any Project Documents in a manner consistent with its obligations under the Lease by any other party thereto, without the prior written approval of the Administrative Agent which approval may be withheld in its sole discretion and in the case of any assignment of any obligations under the Lease by the Lessee, without the prior written approval of the Required Lenders (except in the case of an assignment by the initial Lessee to an Approved Lessee)Finance Documents. (v) The Borrower shall not enter into a Project Document unless such Project Document requires the counterparty thereto to obtain such insurance to protect, directly or indirectly, against loss or liability to the Borrower, the Project or any Senior Secured Party as the Administrative Agent may reasonably require.

Project Documents. (i) The Borrower shall not direct or consent or agree to any amendment, modification, supplement, waiver or consent in respect of any provision of any Project Document except the Lease (other than any immaterial amendment, modification, supplement, waiver or consent, in which case a true, correct and complete copy shall be delivered to the Administrative Agent) without the prior written consent of the Administrative Agent, which consent shall not be unreasonably delayed, conditioned or withheld, and in the case of any amendment to a Project Document other than the Lease solely to reflect the removal or replacement of a party, the prior written consent of the Required Lenders, which consent shall not be unreasonably delayed, conditioned or withheld. (ii) The Borrower shall not direct or consent or agree to any amendment, modification, supplement, waiver or consent in respect of any provision of the Lease or approve any document submitted to Neither the Borrower for approval pursuant to Section 5.6.13(b) of nor the Lease without the prior written consent of the Administrative Agent which consent may be withheld in its sole discretion and in the case of any amendment to the Lease solely to reflect the removal or replacement of the LesseeSubsidiary Guarantors shall, the prior written consent of the Required Lenders (except in the case of removal and replacement of the initial Lessee with an Approved Lessee). (iii) Except for collateral assignments under the Security Documents, the Borrower shall not assign any of its rights under any Project Document to which it is a party except the Lease to any Person, or consent to the assignment of any obligations under any such Project Document by any other party thereto, without the prior written approval of the Administrative Agent, which consent shall not be unreasonably delayed, conditioned, or withheld, and in the case of any assignment of any obligations under any Project Document other than the Lease by a party, without the prior written approval of the Required Lenders, which consent shall not be unreasonably delayed, conditioned or withheld.: (ivi) Except for collateral assignments under the Security Documents, the Borrower shall not assign any of its rights under the Lease to any Personamend or modify, or consent to the amendment or modification of, any Material Project Document or waive any material provision thereof (each an “Agreement Change”); (ii) terminate, replace or assign any material interest or all interests of the Borrower or any of the Subsidiary Guarantors in any Material Project Document or enter into a Material Additional Project Document; or (iii) consent to any termination, replacement or assignment of any obligations under of the Lease Material Project Documents by any Material Project Participant thereto or give any other party theretomaterial consent or exercise any material option thereunder (each, without a “Consent Action”); unless one of the prior written approval following conditions is met: (A) such new Material Project Document is an FTA Assignment/Release (if and to the extent it qualifies as a Material Project Document); (B) such Agreement Change is of a ministerial nature; (C) such Agreement Change, Consent Action or termination, replacement or assignment of any Material Project Document or entry into an Additional Project Document (other than a Commodity Hedge Agreement) could not reasonably be expected to have a Material Adverse Effect and the Borrower shall have delivered to the Collateral Agent and the Administrative Agent which approval may be withheld in its sole discretion and in the case of any a certificate to that effect; (D) such Agreement Change, Consent Action or termination, replacement or assignment of any obligations under Project Document or entry into an Additional Project Document is with respect to a Commodity Hedge Agreement (other than the Lease Initial Secured Commodity Hedge Confirmations; provided that this clause (D) shall apply to the Initial Secured Commodity Hedge Confirmations in connection with an Agreement Change, Consent Action or termination, replacement or assignment of any Project Document being implemented to adhere to protocols published by the LesseeInternational Swaps and Derivatives Association, without Inc.), and (I) such action is taken on a non-speculative basis, (II) after giving effect to such action, the prior written approval contracted output under all Commodity Hedge Agreements to which the Borrower and the Subsidiary Guarantors are parties does not exceed the aggregate rated capacity of the Required Lenders Projects, (except III) if such action results in an assignment to a new counterparty or constitutes the entry into a Commodity Hedge Agreement, the counterparty thereunder is a Permitted Commodity Hedge Counterparty at the time of such action and the agreement is a Permitted Commodity Hedge Agreement, and (IV) the covenants applicable to the Borrower in any Commodity Hedge Agreement (other than the Initial Commodity Hedge Agreement) are not more burdensome on, or restrictive to, the Borrower than the covenants applicable to the Borrower in the case of an assignment by the initial Lessee to an Approved Lessee).Initial Commodity Hedge Agreement; or (vE) The Borrower shall not enter into a Project Document unless such Agreement Change, Consent Action or termination, replacement or assignment of such Project Document requires is an obligation of the counterparty thereto to obtain such insurance to protect, directly or indirectly, against loss or liability Borrower pursuant to the Borrower, the Project terms of this Credit Agreement or any Senior Secured Party as the Administrative Agent may reasonably requireother Financing Document or is permitted hereby or thereby.

Project Documents. This Lease, and Tenant’s rights hereunder, are and shall be subject and subordinate to the Project Documents, subject to and in accordance with the provisions of this Lease. Tenant acknowledges and agrees that the Project Developer (i) The Borrower shall not direct as defined in Exhibit C), or consent its affiliates or agree other parties, are currently undertaking or may hereafter from time to any amendmenttime undertake renovations and/or construction for different phases of the Project pursuant to the Project Documents. For avoidance of doubt, modificationin connection therewith, supplementTenant acknowledges and agrees that the Project Developer, waiver for itself and for its affiliates and its successors or consent assigns in respect of any provision phase of the Project (collectively, the Project Developer and such other parties being referred to as the “Project Developer Parties”), expressly reserve the right from time to time in connection with any future development, redevelopment, alteration, improvement, operation, and maintenance of the Project (i) to amend the Project Site Plan, any Master Plan Permits, or any other Project Documents (each as defined in Exhibit C), (ii) to subject the Project Land or any portion thereof to easements for the construction, reconstruction, alteration, improvement, operation, repair or maintenance of elements thereof, for access and egress, for parking, for the installation, maintenance, repair, replacement or relocation of utilities serving the Project and to subject the Project Land to such other rights, agreements, and covenants for such purposes as the applicable Project Developer Parties may determine, and/or (iii) to undertake work pursuant to any easement granted pursuant to the foregoing provisions; to shore up the foundations and/or walls of the Building, other Project buildings, or Project Common Areas; to erect scaffolding and protective barricades around, within or adjacent to any Project Document except building or Project Common Areas; and to do any other act necessary for the Lease (safety of the Project Common Areas or the expeditious completion of such work; provided that in each case such amendments, rights, agreements, and covenants shall not prevent the use of the Premises for the Permitted Use as set forth under the terms and conditions of this Lease. Landlord’s compliance obligations under the Project Documents with respect to the initial construction of the Building are set forth in Exhibit B. With respect to Landlord’s on-going obligations under the Project Documents with respect to the Building, Landlord shall use commercially reasonable efforts, consistent with Comparable Mixed-Use Laboratory/Office Buildings, to comply with the obligations on the part of Landlord that are required to be undertaken by Landlord under the applicable Project Documents, to the extent that any non-compliance by Landlord with such obligations would materially adversely affect Tenant’s use of the Premises for the Permitted Uses under the terms and conditions of this Lease; provided that Landlord shall not be responsible hereunder for any non-compliance with the Project Documents arising from the act or omission of Tenant, any other than Building tenant, or any immaterial amendment, modification, supplement, waiver or consentother third party, in which case a true, correct and complete copy event such non-compliance shall be delivered to the Administrative Agent) without the prior written consent obligation of the Administrative Agent, which consent applicable party to comply with the terms or conditions of the applicable Project Documents. This paragraph shall not apply to matters arising as the result of a fire, casualty, taking, or other event as to which Article 12 applies. Tenant expressly acknowledges that one or more other sites on the Project Land may from time to time hereafter be unreasonably delayeddeveloped under the Project Documents, conditioned including without limitation other laboratory, office, retail, residential, and/or mixed-use buildings of similar or withheld, different sizes or types and that construction of such other buildings by the respective owners of such sites may involve construction activities comparable to those involved in the case construction of the Building and/or other Comparable Mixed-Use Laboratory/Office Buildings. Tenant hereby expressly disclaims and waives any right, whether implied or otherwise, for any so-called view easement or for any other restriction or limitation on the location, size, height, dimensions, materials or use of any amendment other Project building or (subject to a Project Document other than the Lease solely to reflect the removal or replacement of a party, the prior written consent of the Required Lenders, which consent shall not be unreasonably delayed, conditioned or withheld. (ii) The Borrower shall not direct or consent or agree to any amendment, modification, supplement, waiver or consent in respect of any provision of the Lease or approve any document submitted to the Borrower for approval pursuant to Section 5.6.13(b) of the Lease without the prior written consent of the Administrative Agent which consent may be withheld in Landlord’s compliance with its sole discretion and in the case of any amendment to the Lease solely to reflect the removal or replacement of the Lessee, the prior written consent of the Required Lenders (except in the case of removal and replacement of the initial Lessee with an Approved Lessee). (iii) Except for collateral assignments under the Security Documents, the Borrower shall not assign any of its rights under any Project Document to which it is a party except the Lease to any Person, or consent to the assignment of any obligations under any such Project Document by any other party thereto, without the prior written approval of the Administrative Agent, which consent shall not be unreasonably delayed, conditioned, or withheld, and in the case of any assignment of any obligations under any Project Document other than the Lease by a party, without the prior written approval of the Required Lenders, which consent shall not be unreasonably delayed, conditioned or withheld. (iv) Except for collateral assignments under the Security Documents, the Borrower shall not assign any of its rights under the Lease to any Person, or consent to the assignment of any obligations under the Lease by preceding grammatical paragraph) Project Common Area now or hereafter developed on the Project Land or any other party thereto, without portion thereof pursuant to the prior written approval of the Administrative Agent which approval may be withheld in Master Plan Permits. Tenant hereby agrees and covenants that (subject to Landlord’s compliance with its sole discretion and in the case of any assignment of any obligations under the Lease by the Lessee, without the prior written approval of the Required Lenders (except in the case of an assignment by the initial Lessee to an Approved Lessee). (vpreceding grammatical paragraph) The Borrower neither Tenant nor any Tenant Party acting under or through Tenant shall not enter into a Project Document unless such Project Document requires the counterparty thereto to obtain such insurance to protecttake any action, directly or indirectly, against loss or liability to the Borrower, oppose the Project or any Senior Secured Party as portion thereof, and that neither Landlord nor any Project Developer Parties shall be liable to Tenant for any compensation or reduction of Rent under this Lease by reason of inconvenience or annoyance or for loss of business resulting from any act by Landlord or any Project Developer Parties undertaken in accordance with the Administrative Agent may reasonably requireterms and provisions of this Section 16.13 set forth above.

Project Documents. (ia) The Borrower shall not direct or consent or agree to any amendmentIn this Subclause, modification, supplement, waiver or consent in respect of any provision of any Project Document except the Lease (other than any immaterial amendment, modification, supplement, waiver or consent, in which case a true, correct and complete copy shall be delivered to the Administrative Agent) without the prior written consent Reserved Discretion means each discretion of the Administrative Agent, which consent shall not be unreasonably delayed, conditioned or withheld, and Borrower set out in the case of any amendment to a Project Document other than the Lease solely to reflect the removal or replacement of a party, the prior written consent of the Required Lenders, which consent shall not be unreasonably delayed, conditioned or withheld. Schedule 5 (ii) The Borrower shall not direct or consent or agree to any amendment, modification, supplement, waiver or consent in respect of any provision of the Lease or approve any document submitted to the Borrower for approval pursuant to Section 5.6.13(b) of the Lease without the prior written consent of the Administrative Agent which consent may be withheld in its sole discretion and in the case of any amendment to the Lease solely to reflect the removal or replacement of the Lessee, the prior written consent of the Required Lenders (except in the case of removal and replacement of the initial Lessee with an Approved LesseeReserved Discretions). (iiib) Except for collateral assignments under the Security Documents, the The Borrower shall not assign any of must exercise its rights and comply with its obligations under any each Project Document to which it is a party in all material respects and in a proper and timely manner consistent with the Borrower's obligations under the Finance Documents. (c) Without prejudice to Subclause ‎13.4 (Operation and maintenance) above, except with the Lease prior consent of the Senior Agent (such consent not to be unreasonably withheld or delayed), the Borrower must not and must not agree to: (i) amend or waive, other than in accordance with paragraph (f) below and the Reserved Discretions; (ii) assign or transfer; or (iii) terminate or suspend, all or any part of a Project Document. (d) Subject to paragraphs (e) and (f) below, the Borrower must comply with Section A of Schedule 5 (Reserved Discretions). (e) The Borrower is not obliged to exercise any Reserved Discretion in any particular manner or fail to exercise a Reserved Discretion if to do so would or would be likely to constitute a breach of any Borrower Document, Transaction Authorisation or any law or regulation or be otherwise actionable at the suit of any person. (f) Subject to paragraph (g) below, the Borrower may at any time, make or consent to an Immaterial Amendment to a Project Document without the consent of the Senior Agent or the Majority Lenders. (g) Should the Borrower intend to make or consent to an amendment, modification or waiver to any PersonProject Document which it considers to fall within the scope of paragraph (c) of the definition of Immaterial Amendment without the consent of the Senior Agent or the Majority Lenders: (i) the Borrower shall deliver to the Senior Agent and each Lender a notice describing the proposed amendment, modification or waiver and confirming that in the opinion of the Borrower (supported by the relevant Lenders' adviser(s)) such amendment, modification or waiver would not (in the context of the document as a whole) be materially adverse to the interests of the Borrower or the Finance Parties and requesting each Lender to confirm within 15 (fifteen) Business Days that they agree that the proposed amendment, modification or waiver falls within paragraph (c) of the definition of Immaterial Amendment; and (ii) provided the Borrower has received written confirmation from the Majority Lenders within 15 (fifteen) Business Days that they agree that the proposed amendment, modification or waiver falls within paragraph (c) of the definition of Immaterial Amendment the Borrower will be entitled to treat such amendment, modification or waiver as an Immaterial Amendment and may make or consent to the assignment of any obligations under any such Project Document by any other party theretoproposed amendment, modification or waiver without the prior written approval consent of the Administrative Agent, which consent shall not be unreasonably delayed, conditioned, Senior Agent or withheld, and in the case of any assignment of any obligations under any Project Document other than the Lease by a party, without the prior written approval of the Required Majority Lenders, which consent shall not be unreasonably delayed, conditioned or withheld. (ivh) Except for collateral assignments under the Security Documents, the The Borrower shall not assign any use its reasonable efforts to obtain the warranty bond pursuant to Article 11.2 of each Plant EPC Contract by the time it is due to it. (i) The Borrower shall execute the Guarding and Security Agreement within one month of the issuance of the Solar Park Provisional Acceptance Certificate (as defined in the Plant EPC Contracts), provided that if such agreement is entered into after Financial Close, it shall be entered into on terms and with a counterparty acceptable to the Senior Agent (acting on the instructions of the Majority Lending acting reasonably). (j) The Borrower shall enforce its rights under the Lease to any Person, or consent to the assignment of any obligations under the Lease by any other party thereto, without the prior written approval of the Administrative Agent which approval may be withheld in its sole discretion and Warranty Bond (as defined in the case of any assignment of any obligations under the Lease by the Lessee, without the prior written approval of the Required Lenders (except Plant EPC Contract) in the case of an assignment by event the initial Lessee to an Approved Lessee)Final Acceptance Certificate (as defined in the Plant EPC Contract) is not issued within the Final Acceptance Long Stop Date. (v) The Borrower shall not enter into a Project Document unless such Project Document requires the counterparty thereto to obtain such insurance to protect, directly or indirectly, against loss or liability to the Borrower, the Project or any Senior Secured Party as the Administrative Agent may reasonably require.

Project Documents. (i) The Borrower shall not direct enter into any contract or consent arrangement to carry out the Project in whole or agree to any amendment, modification, supplement, waiver or consent in respect of any provision of any Project Document except the Lease (other than any immaterial amendment, modification, supplement, waiver or consent, in which case a true, correct and complete copy shall be delivered to the Administrative Agent) without the prior written consent of the Administrative Agent, which consent shall not be unreasonably delayed, conditioned or withheld, and in the case of any amendment to a Project Document part other than the Lease solely to reflect the removal or replacement of a party, the prior written consent of the Required Lenders, which consent shall not be unreasonably delayed, conditioned or withheld. (ii) Project Documents.180 The Borrower shall not direct or consent or agree shall: duly and punctually perform and comply [in all material respects] with its obligations under; use its best endeavours to maintain and preserve the validity and enforceability of; and take all reasonable steps to preserve and enforce all its [material] rights and pursue any amendmentclaims and remedies under, modification, supplement, waiver or consent in respect of any provision of the Lease or approve any document submitted to the Borrower for approval pursuant to Section 5.6.13(b) of the Lease without the prior written consent of the Administrative Agent which consent may be withheld in its sole discretion and in the case of any amendment to the Lease solely to reflect the removal or replacement of the Lessee, the prior written consent of the Required Lenders (except in the case of removal and replacement of the initial Lessee with an Approved Lessee). (iii) Except for collateral assignments under the Security Documents, the Borrower shall not assign any of its rights under any each Project Document to which it is a party except (other than any Project Document that has been Discharged), where failure to do so (other than in respect of [the Lease Construction Contract, the Supply Contract, the O&M Contract, [any][the] Offtake Contract [or [insert others]]), is not reasonably likely to any Personhave a Material Adverse Effect]. The Borrower shall not terminate or repudiate, or allow the termination of, any: Project Document [except any Project Document (other than the Construction Contract, the Supply Contract[s], the O&M Contract, [each][the] Offtake Contract [and [insert others]]) where it has been Replaced]; or Required Authorisation [unless such action is required by any Applicable Law]. The Borrower shall not, and shall not agree to, amend, vary, novate, supplement, modify, suspend, waive or release any term or condition under any: Project Document (including by issuing or accepting a change order under any Project Document, other than any Minor Change Order); or Required Authorisation [(unless such action is required by any Applicable Law)]. The Borrower shall not assign, transfer, novate or delegate (in whole or in part), nor consent to the assignment assignment, transfer, novation or delegation (in whole or in part), of any of its or any Major Project Participant’s rights or obligations under any such a Project Document by any (other party thereto, without the prior written approval of the Administrative Agent, which consent than pursuant to a Security Document). The Borrower shall not be unreasonably delayedwaive, conditionedsettle, release or withheld, and in the case make any compromise of any assignment of any obligations claim under any Project Document other than in an amount exceeding [•] (or its equivalent in any currency or currencies). [If the Lease by Borrower's exercise of any Discretion is reasonably likely to result in a party, without Material Adverse Effect or a [material effect on the prior written approval of the Required Lenders, which consent shall not be unreasonably delayed, conditioned or withheld. (iv) Except for collateral assignments under the Security DocumentsProject], the Borrower shall not assign any provide the Intercreditor Agent with at least [10] Business Days' prior notice of its rights under exercise of that Discretion, and shall exercise that Discretion in accordance with any instructions that the Lease Intercreditor Agent gives to any Person, or consent it during that period. If the Intercreditor Agent does not give to the assignment Borrower any instructions by the end of that period, the Borrower may exercise that Discretion in accordance with the Transaction Documents.]181 The Borrower shall take all reasonable steps to mitigate the impact of any obligations default or Force Majeure under the Lease by any other party thereto, without the prior written approval of the Administrative Agent which approval may be withheld in its sole discretion and in the case of any assignment of any obligations under the Lease by the Lessee, without the prior written approval of the Required Lenders (except in the case of an assignment by the initial Lessee to an Approved Lessee). (v) Project Document. The Borrower shall not enter into a incur: any Project Document unless Costs other than (A) Budgeted Project Costs, (B) Project Costs not included in the Budget for the relevant period but for which the Intercreditor Agent has given its prior written consent, [and (C) Project Costs not exceeding [•] per cent. ([•]%) of the Budgeted Project Costs in aggregate]; or any Operating Costs other than (A) Budgeted Operating Costs, (B) Operating Costs not included in the Budget for the relevant period but for which the Intercreditor Agent has given its prior written consent, (C) Operating Costs not included in the Budget for such Project Document requires period but which relates directly to remedying the counterparty thereto to obtain such insurance to protect, directly or indirectly, against loss or liability to the Borrower, occurrence of an emergency at the Project endangering the health and/or safety of others or any Senior Secured Party as the Administrative Agent may reasonably requireEnvironment [and (D) Operating Costs not exceeding [•] per cent. ([•]%) of the Budgeted Operating Costs in aggregate]. The Borrower shall maintain proper books, accounts, records and procedures in relation to its business and undertaking sufficient to record and monitor the progress of the Project and to identify the assets, works and services financed by the Facilities, and retain for at least one calendar year after the [Project Completion Date]/[Financial Completion Date] all records evidencing expenditure on the Project.