Common use of Authority Covenants Clause in Contracts

Authority Covenants. The Authority agrees with the Agent that the Authority will: (a) as soon as is reasonably practicable, at Project Co’s or the Agent’s expense, take whatever action the Agent, an Appointed Representative or a Suitable Substitute Project Co taking a transfer in accordance with Section 6 may reasonably require for perfecting any transfer or release under this Agreement, including the execution of any transfer or assignment, and the giving of any notice, order or direction and the making of any registration which, in each case, the Agent or Appointed Representative or Suitable Substitute Project Co reasonably requires; (b) not, prior to the Senior Debt Discharge Date, unless the Agent has (acting reasonably) consented in writing: (1) appoint an Insolvency Officer; (2) commence any Insolvency Proceedings; (3) sanction, by voting or failing to vote, any Insolvency Proceedings and will, if requested to do so by the Agent, vote against any Insolvency Proceedings; (4) without prejudice to its rights of set-off under the Project Agreement, including rights to take amounts owing by Project Co into account in calculating termination compensation payable, claim or prove as creditor or otherwise in competition with any Finance Party in respect of any monies owing to it by Project Co for or on account of Project Co’s liabilities under the Project Documents in the event of any Insolvency Proceedings; or (5) take any action authorising, or which might result in or is in furtherance of, any of the prohibited matters referred to in Sections (1), (2), (3) or (4) above; (c) not take or fail to take any action (including amendments, waivers and enforcement action) with respect to any material agreement between the Authority and a third party, the effect of which would be reasonably likely to render the Authority unable to satisfy its obligations under the Project Agreement; and (d) not issue a Step-In Notice or Proposed Transfer Notice under any Material Project Contractor Collateral Agreement at any time that the Senior Lenders are validly exercising under any Senior Financing Agreement any step-in rights with respect to the relevant Material Contract.

Authority Covenants. The Authority agrees with the Collateral Agent that the Authority will: (a) as soon as is reasonably practicable, at Project Operations Co’s or the Collateral Agent’s expense, take whatever action the Collateral Agent, an Appointed Representative or a Suitable Substitute Project Operations Co taking a transfer in accordance with Section 6 may reasonably require for perfecting any transfer or release under this Lenders’ Remedies Agreement, including the execution of any transfer or assignment, and the giving of any notice, order or direction and the making of any registration which, in each case, the Collateral Agent or Appointed Representative or Suitable Substitute Project Operations Co reasonably requires; (b) not, prior to the Senior Debt Discharge Date, unless the Collateral Agent has (acting reasonably) consented in writing: (1) appoint an Insolvency Officer; (2) commence any Insolvency Bankruptcy Proceedings; (3) sanction, by voting or failing to vote, any Insolvency Bankruptcy Proceedings and will, if requested to do so by the Collateral Agent, vote against any Insolvency Bankruptcy Proceedings; (4) without prejudice to its rights of set-off under the Project Agreement, including rights to take amounts owing by Project Co into account in calculating termination compensation payable, claim or prove as creditor or otherwise in competition with any Finance Party Senior Secured Creditor in respect of any monies owing to it by Project Co for or on account of Project Co’s liabilities under the Project Documents in the event of any Insolvency Bankruptcy Proceedings; or (5) take any action authorisingauthorizing, or which might result in or is in furtherance of, any of the prohibited matters referred to in Sections (18.1(b)(1), (2), (3) or (4) above; (c) not take or fail to take any action (including amendments, waivers and enforcement action) with respect to any material agreement between the Authority and a third party, the effect of which would be reasonably likely to render the Authority unable to satisfy its obligations under the Project Agreement; and (d) not issue a Step-In Notice or Proposed Transfer Notice under any Material Project Contractor Collateral Agreement at any time that the Senior Lenders are validly exercising under any Senior Financing Agreement any step-in rights with respect to the relevant Material Contract.or

Authority Covenants. ‌ The Authority agrees with the Agent that the Authority will: (a) as soon as is reasonably practicable, at Project Co’s or the Agent’s expense, take whatever action the Agent, an Appointed Representative or a Suitable Substitute Project Co taking a transfer in accordance with Section 6 may reasonably require for perfecting any transfer or release under this Agreement, including the execution of any transfer or assignment, and the giving of any notice, order or direction and the making of any registration which, in each case, the Agent or Appointed Representative or Suitable Substitute Project Co reasonably requires; (b) not, prior to the Senior Debt Discharge Date, unless the Agent has (acting reasonably) consented in writing: (1) appoint an Insolvency Officer;Officer;‌ (2) commence any Insolvency Proceedings;Proceedings;‌ (3) sanction, by voting or failing to vote, any Insolvency Proceedings and will, if requested to do so by the Agent, vote against any Insolvency Proceedings;Proceedings;‌ (4) without prejudice to its rights of set-off under the Project Agreement, including rights to take amounts owing by Project Co into account in calculating termination compensation payable, claim or prove as creditor or otherwise in competition with any Finance Party in respect of any monies owing to it by Project Co for or on account of Project Co’s liabilities under the Project Documents in the event of any Insolvency Proceedings; oror‌ (5) take any action authorising, or which might result in or is in furtherance of, any of the prohibited matters referred to in Sections (1), (2), (3) or (4) above; (c) not take or fail to take any action (including amendments, waivers and enforcement action) with respect to any material agreement between the Authority and a third party, the effect of which would be reasonably likely to render the Authority unable to satisfy its obligations under the Project Agreement; and (d) not issue a Step-In Notice or Proposed Transfer Notice under any Material Project Contractor Collateral Agreement at any time that the Senior Lenders are validly exercising under any Senior Financing Agreement any step-in rights with respect to the relevant Material Contract.

Authority Covenants. The Authority agrees with the Agent Security Trustee that the Authority will: (a) as soon as is reasonably practicable, at Project Co’s or the Agent’s expense, take whatever action the AgentSecurity Trustee , an Appointed Representative or a Suitable Substitute Project Co taking a transfer in accordance with Section 6 may reasonably require for perfecting any transfer or release under this Agreement, including the execution of any transfer or assignment, and the giving of any notice, order or direction and the making of any registration which, in each case, the Agent Security Trustee or Appointed Representative or Suitable Substitute Project Co reasonably requires; (b) not, prior to the Senior Debt Discharge Date, unless the Agent Security Trustee has (acting reasonably) consented in writing: (1) appoint an Insolvency Officer; (2) commence any Insolvency Proceedings; (3) sanction, by voting or failing to vote, any Insolvency Proceedings and will, if requested to do so by the AgentSecurity Trustee , vote against any Insolvency Proceedings; (4) without prejudice to its rights of set-off under the Project Agreement, including rights to take amounts owing by Project Co into account in calculating termination compensation payable, claim or prove as creditor or otherwise in competition with any Finance Party in respect of any monies owing to it by Project Co for or on account of Project Co’s liabilities under the Project Documents in the event of any Insolvency Proceedings; or (5) take any action authorising, or which might result in or is in furtherance of, any of the prohibited matters referred to in Sections (1), (2), (3) or (4) above; (c) not take or fail to take any action (including amendments, waivers and enforcement action) with respect to any material agreement between the Authority and a third party, the effect of which would be reasonably likely to render the Authority unable to satisfy its obligations under the Project Agreement; and (d) not issue a Step-In Notice or Proposed Transfer Novation Notice under any Material Project Contractor Contract Party Collateral Agreement at any time that the Senior Lenders are validly exercising under any Senior Financing Agreement any step-in rights with respect to the relevant Material Contract.

Authority Covenants. The Authority agrees with the Agent Indenture Trustee that the Authority will: (a) as soon as is reasonably practicable, at Project Co’s or the Agent’s expense, take whatever action the AgentIndenture Trustee, an Appointed Representative or a Suitable Substitute Project Co taking a transfer in accordance with Section 6 may reasonably require for perfecting any transfer or release under this Agreement, including the execution of any transfer or assignment, and the giving of any notice, order or direction and the making of any registration which, in each case, the Agent Indenture Trustee or Appointed Representative or Suitable Substitute Project Co reasonably requires; (b) not, prior to the Senior Debt Discharge Date, unless the Agent Indenture Trustee has (acting reasonably) consented in writing: (1) appoint an Insolvency Officer; (2) commence any Insolvency Proceedings; (3) sanction, by voting or failing to vote, any Insolvency Proceedings and will, if requested to do so by the AgentIndenture Trustee, vote against any Insolvency Proceedings;Proceedings;‌ (4) without prejudice to its rights of set-off under the Project Agreement, including rights to take amounts owing by Project Co into account in calculating termination compensation payable, claim or prove as creditor or otherwise in competition with any Finance Party in respect of any monies owing to it by Project Co for or on account of Project Co’s liabilities under the Project Documents in the event of any Insolvency Proceedings; or (5) take any action authorisingauthorizing, or which might result in or is in furtherance of, any of the prohibited matters referred to in Sections (1), (2), (3) or (4) above; (c) not take or fail to take any action (including amendments, waivers and enforcement action) with respect to any material agreement between the Authority and a third party, the effect of which would be reasonably likely to render the Authority unable to satisfy its obligations under the Project Agreement; and (d) not issue a Stepstep-In Notice in notice or Proposed Transfer Notice proposed transfer notice under any Material Project Contractor Collateral Agreement at any time that the Senior Lenders are validly exercising under any Senior Financing Agreement any step-in rights with respect to the relevant Material Contract.

Authority Covenants. The Authority agrees with the Agent that the Authority will: (a) as soon as is reasonably practicable, at Project Co’s or the Agent’s expense, take whatever action the Agent, an Appointed Representative or a Suitable Substitute Project Co taking a transfer in accordance with Section 6 may reasonably require for perfecting any transfer or release under this Agreement, including the execution of any transfer or assignment, and the giving of any notice, order or direction and the making of any registration which, in each case, the Agent or Appointed Representative or Suitable Substitute Project Co reasonably requires; (b) not, prior to the Senior Debt Discharge Date, unless the Agent has (acting reasonably) consented in writing: (1) appoint an Insolvency Officer; (2) commence any Insolvency Proceedings; (3) sanction, by voting or failing to vote, any Insolvency Proceedings and will, if requested to do so by the Agent, vote against any Insolvency Proceedings; (4) without prejudice to its rights of set-off under the Project Agreement, including rights to take amounts owing by Project Co into account in calculating termination compensation payable, claim or prove as creditor or otherwise in competition with any Finance Party in respect of any monies owing to it by Project Co for or on account of Project Co’s liabilities under the Project Documents in the event of any Insolvency Proceedings; or (5) take any action authorising, or which might result in or is in furtherance of, any of the prohibited matters referred to in Sections (1), (2), (3) or (4) above; (c) not take or fail to take any action (including amendments, waivers and enforcement action) with respect to any material agreement between the Authority and a third party, the effect of which would be reasonably likely to render the Authority unable to satisfy its obligations under the Project Agreement; and (d) not issue a Step-In Notice or Proposed Transfer Novation Notice under any Material Project Contractor Contract Party Collateral Agreement at any time that the Senior Lenders are validly exercising under any Senior Financing Agreement any step-in rights with respect to the relevant Material Contract.

Authority Covenants. The Authority agrees with the Agent that the Authority will: (a) as soon as is reasonably practicable, at Project Co’s or the Agent’s expense, take whatever action the Agent, an Appointed Representative or a Suitable Substitute Project Co taking a transfer in accordance with Section 6 may reasonably require for perfecting any transfer or release under this Agreement, including the execution of any transfer or assignment, and the giving of any notice, order or direction and the making of any registration which, in each case, the Agent or Appointed Representative or Suitable Substitute Project Co reasonably requires; (b) not, prior to the Senior Debt Discharge Date, unless the Agent has (acting reasonably) consented in writing: (1) appoint an Insolvency Officer; (2) commence any Insolvency Proceedings; (3) sanction, by voting or failing to vote, any Insolvency Proceedings and will, if requested to do so by the Agent, vote against any Insolvency Proceedings; (4) without prejudice to its rights of set-off under the Project Agreement, including rights to take amounts owing by Project Co into account in calculating termination compensation payable, claim or prove as creditor or otherwise in competition with any Finance Party in respect of any monies owing to it by Project Co for or on account of Project Co’s liabilities under the Project Documents in the event of any Insolvency Proceedings; or (5) take any action authorising, or which might result in or is in furtherance of, any of the prohibited matters referred to in Sections (1), (2), (3) or (4) above; (c) not take or fail to take any action (including amendments, waivers and enforcement action) with respect to any material agreement between the Authority and a third party, the effect of which would be reasonably likely to render the Authority unable to satisfy its obligations under the Project Agreement; and (d) not issue a Step-In Notice or Proposed Transfer Novation Notice under any Material Project Contractor Contract Party Collateral Agreement at any time that the Senior Lenders are validly exercising under any Senior Financing Agreement any step-in rights with respect to the relevant Material Contract.

Authority Covenants. The Authority agrees with the Collateral Agent that the Authority will: (a) as soon as is reasonably practicable, at Project Co’s or the Collateral Agent’s expense, take whatever action the Collateral Agent, an Appointed Representative or a Suitable Substitute Project Co taking a transfer in accordance with Section 6 [Senior Lender Replacement of Project Co] may reasonably require for perfecting any transfer or release under this Agreement, including the execution of any transfer or assignment, and the giving of any notice, order or direction and the making of any registration which, in each case, the Collateral Agent or Appointed Representative or Suitable Substitute Project Co reasonably requires; (b) not, prior to the Senior Debt Discharge Date, unless the Collateral Agent has (acting reasonably) consented in writing: (1) appoint an Insolvency Officer; (2) commence any Insolvency Proceedings; (3) sanction, by voting or failing to vote, any Insolvency Proceedings and willxxxx, if requested to do so by the Collateral Agent, vote against any Insolvency Proceedings; (4) without prejudice to its rights of set-off under the Project Agreement, including rights to take amounts owing by Project Co into account in calculating termination compensation payable, claim or prove as creditor or otherwise in competition with any Finance Party in respect of any monies owing to it by Project Co for or on account of Project Co’s liabilities under the Project Documents in the event of any Insolvency Proceedings; or (5) take any action authorising, or which might result in or is in furtherance of, any of the prohibited matters referred to in Sections (1), (2), (3) or (4) above; (c) not take or fail to take any action (including amendments, waivers and enforcement action) with respect to any material agreement between the Authority and a third party, the effect of which would be reasonably likely to render the Authority unable to satisfy its obligations under the Project Agreement; and (d) not issue a Step-In Notice or Proposed Transfer Novation Notice under any Material Project Contractor Contract Party Collateral Agreement at any time that the Senior Lenders are validly exercising under any Senior Financing Agreement any step-in rights with respect to the relevant Material Contract.

Authority Covenants. The Authority agrees with the Agent that the Authority will: (a) as soon as is reasonably practicable, at Project Co’s or the Agent’s expense, take whatever action the Agent, an Appointed Representative or a Suitable Substitute Project Co taking a transfer in accordance with Section 6 may reasonably require for perfecting any transfer or release under this Agreement, including the execution of any transfer or assignment, and the giving of any notice, order or direction and the making of any registration which, in each case, the Agent or Appointed Representative or Suitable Substitute Project Co reasonably requires; (b) not, prior to the Senior Debt Discharge Date, unless the Agent has (acting reasonably) consented in writing: (1) appoint an Insolvency Officer; (2) commence any Insolvency Proceedings; (3) sanction, by voting or failing to vote, any Insolvency Proceedings and will, if requested to do so by the Agent, vote against any Insolvency Proceedings; (4) without prejudice to its rights of set-off under the Project Agreement, including rights to take amounts owing by Project Co into account in calculating termination compensation payable, claim or prove as creditor or otherwise in competition with any Finance Party in respect of any monies owing to it by Project Co for or on account of Project Co’s liabilities under the Project Documents in the event of any Insolvency Proceedings; or (5) take any action authorising, or which might result in or is in furtherance of, any of the prohibited matters referred to in Sections (1), (2), (3) or (4) above; (c) not take or fail to take any action (including amendments, waivers and enforcement action) with respect to any material agreement between the Authority and a third party, the effect of which would be reasonably likely to render the Authority unable to satisfy its obligations under the Project Agreement; and (d) not issue a Step-In Notice or Proposed Transfer Novation Notice under any Material Project Contractor Contract Party Collateral Agreement at any time that the Senior Lenders are validly exercising under any Senior Financing Agreement any step-in rights with respect to the relevant Material Contract.

Authority Covenants. The Authority agrees with the Agent and the Security Trustee that the Authority will: (a) as soon as is reasonably practicable, at Project Co’s or the Agent’s expense, take whatever action the Agent, the Security Trustee, an Appointed Representative or a Suitable Substitute Project Co taking a transfer in accordance with Section 6 may reasonably require for perfecting any transfer or release under this Agreement, including the execution of any transfer or assignment, and the giving of any notice, order or direction and the making of any registration which, in each case, the Agent or Agent, the Security Trustee, the Appointed Representative or Suitable Substitute Project Co reasonably requires; (b) not, prior to the Senior Debt Discharge Date, unless the Agent has (acting reasonably) consented in writing: (1) appoint an Insolvency Officer; (2) commence any Insolvency Proceedings; (3) sanction, by voting or failing to vote, any Insolvency Proceedings and will, if requested to do so by the AgentAgent or the Security Trustee, vote against any Insolvency Proceedings; (4) without prejudice to its rights of set-off under the Project Agreement, including rights to take amounts owing by Project Co into account in calculating termination compensation payable, claim or prove as creditor or otherwise in competition with any Finance Party in respect of any monies owing to it by Project Co for or on account of Project Co’s liabilities under the Project Documents in the event of any Insolvency Proceedings; or (5) take any action authorising, or which might result in or is in furtherance of, any of the prohibited matters referred to in Sections (1), (2), (3) or (4) above;; and (c) not take or fail to take any action (including amendments, waivers and enforcement action) with respect to any material agreement between the Authority and a third party, the effect of which would be reasonably likely to render the Authority unable to satisfy its obligations under the Project Agreement; and (d) not issue a Step-In Notice or Proposed Transfer Notice under any Material Project Contractor Collateral Agreement at any time that the Senior Lenders are validly exercising under any Senior Financing Agreement any step-in rights with respect to the relevant Material Contract.

Authority Covenants. ‌ The Authority agrees with the Agent that the Authority will: (a) as soon as is reasonably practicable, at Project Co’s or the Agent’s expense, take whatever action the Agent, an Appointed Representative or a Suitable Substitute Project Co taking a transfer in accordance with Section 6 may reasonably require for perfecting any transfer or release under this Agreement, including the execution of any transfer or assignment, and the giving of any notice, order or direction and the making of any registration which, in each case, the Agent or Appointed Representative or Suitable Substitute Project Co reasonably requires; (b) not, prior to the Senior Debt Discharge Date, unless the Agent has (acting reasonably) consented in writing: (1) appoint an Insolvency Officer;Officer;‌ (2) commence any Insolvency Proceedings;Proceedings;‌ (3) sanction, by voting or failing to vote, any Insolvency Proceedings and will, if requested to do so by the Agent, vote against any Insolvency Proceedings;Proceedings;‌ (4) without prejudice to its rights of set-off under the Project Agreement, including rights to take amounts owing by Project Co into account in calculating termination compensation payable, claim or prove as creditor or otherwise in competition with any Finance Party in respect of any monies owing to it by Project Co for or on account of Project Co’s liabilities under the Project Documents in the event of any Insolvency Proceedings; oror‌ (5) take any action authorising, or which might result in or is in furtherance of, any of the prohibited matters referred to in Sections (1), (2), (3) or (4) above; (c) not take or fail to take any action (including amendments, waivers and enforcement action) with respect to any material agreement between the Authority and a third party, the effect of which would be reasonably likely to render the Authority unable to satisfy its obligations under the Project Agreement; and (d) not issue a Step-In Notice or Proposed Transfer Novation Notice under any Material Project Contractor Contract Party Collateral Agreement at any time that the Senior Lenders are validly exercising under any Senior Financing Agreement any step-in rights with respect to the relevant Material Contract.

Authority Covenants. ‌ The Authority agrees with the Agent Indenture Trustee that the Authority will: (a) as soon as is reasonably practicable, at Project Co’s or the AgentIndenture Trustee’s expense, take whatever action the AgentIndenture Trustee, an Appointed Representative or a Suitable Substitute Project Co taking a transfer in accordance with Section 6 may reasonably require for perfecting any transfer or release under this Agreement, including the execution of any transfer or assignment, and the giving of any notice, order or direction and the making of any registration which, in each case, the Agent Indenture Trustee or Appointed Representative or Suitable Substitute Project Co reasonably requires; (b) not, prior to the Senior Debt Discharge Date, unless the Agent Indenture Trustee has (acting reasonably) consented in writing: (1) appoint an Insolvency Officer; (2) commence any Insolvency Proceedings; (3) sanction, by voting or failing to vote, any Insolvency Proceedings and willxxxx, if requested to do so by the AgentIndenture Trustee, vote against any Insolvency Proceedings; (4) without prejudice to its rights of set-off under the Project Agreement, including rights to take amounts owing by Project Co into account in calculating termination compensation payable, claim or prove as creditor or otherwise in competition with any Finance Party in respect of any monies owing to it by Project Co for or on account of Project Co’s liabilities under the Project Documents in the event of any Insolvency Proceedings; or (5) take any action authorising, or which might result in or is in furtherance of, any of the prohibited matters referred to in Sections (1), (2), (3) or (4) above; (c) not take or fail to take any action (including amendments, waivers and enforcement action) with respect to any material agreement between the Authority and a third party, the effect of which would be reasonably likely to render the Authority unable to satisfy its obligations under the Project Agreement; and (d) not issue a Step-In Notice or Proposed Transfer Notice under any Material Project Contractor Collateral Agreement at any time that the Senior Lenders are validly exercising under any Senior Financing Agreement any step-in rights with respect to the relevant Material Contract.

Authority Covenants. The Authority agrees with the Agent that the Authority will: (a) as soon as is reasonably practicable, at Project Co’s or the Agent’s expense, take whatever action the Agent, an Appointed Representative or a Suitable Substitute Project Co taking a transfer in accordance with Section 6 may reasonably require for perfecting any transfer or release under this Agreement, including the execution of any transfer or assignment, and the giving of any notice, order or direction and the making of any registration which, in each case, the Agent or Appointed Representative or Suitable Substitute Project Co reasonably requires; (b) not, prior to the Senior Debt Discharge Date, unless the Agent has (acting reasonably) consented in writing: (1) appoint an Insolvency Officer; (2) commence any Insolvency Proceedings; (3) sanction, by voting or failing to vote, any Insolvency Proceedings and will, if requested to do so by the Agent, vote against any Insolvency Proceedings; (4) without prejudice to its rights of set-off under the Project Agreement, including rights to take amounts owing by Project Co into account in calculating termination compensation payable, claim or prove as creditor or otherwise in competition with any Finance Party in respect of any monies owing to it by Project Co for or on account of Project Co’s liabilities under the Project Documents in the event of any Insolvency Proceedings; or (5) take any action authorising, or which might result in or is in furtherance of, any of the prohibited matters referred to in Sections (1), (2), (3) or (4) above; (c) not take or fail to take any action (including amendments, waivers and enforcement action) with respect to any material agreement between the Authority and a third party, the effect of which would be reasonably likely to render the Authority unable to satisfy its obligations under the Project Agreement; and (d) not issue a Step-In Notice or Proposed Transfer Notice under any Material Project Contractor Contract Party Collateral Agreement at any time that the Senior Lenders are validly exercising under any Senior Financing Agreement any step-in rights with respect to the relevant Material Contract.

Authority Covenants. The Authority agrees with the Agent Indenture Trustee that the Authority will: (a) as soon as is reasonably practicable, at Project Co’s or the Agent’s expense, take whatever action the AgentIndenture Trustee, an Appointed Representative or a Suitable Substitute Project Co taking a transfer in accordance with Section 6 may reasonably require for perfecting any transfer or release under this Agreement, including the execution of any transfer or assignment, and the giving of any notice, order or direction and the making of any registration which, in each case, the Agent Indenture Trustee or Appointed Representative or Suitable Substitute Project Co reasonably requires; (b) not, prior to the Senior Debt Discharge Date, unless the Agent Indenture Trustee has (acting reasonably) consented in writing: (1) appoint an Insolvency Officer; (2) commence any Insolvency Proceedings; (3) sanction, by voting or failing to vote, any Insolvency Proceedings and will, if requested to do so by the AgentIndenture Trustee, vote against any Insolvency Proceedings; (4) without prejudice to its rights of set-off under the Project Agreement, including rights to take amounts owing by Project Co into account in calculating termination compensation payable, claim or prove as creditor or otherwise in competition with any Finance Party in respect of any monies owing to it by Project Co for or on account of Project Co’s liabilities under the Project Documents in the event of any Insolvency Proceedings; or (5) take any action authorisingauthorizing, or which might result in or is in furtherance of, any of the prohibited matters referred to in Sections (1), (2), (3) or (4) above; (c) not take or fail to take any action (including amendments, waivers and enforcement action) with respect to any material agreement between the Authority and a third party, the effect of which would be reasonably likely to render the Authority unable to satisfy its obligations under the Project Agreement; and (d) not issue a Stepstep-In Notice in notice or Proposed Transfer Notice proposed transfer notice under any Material Project Contractor Collateral Agreement at any time that the Senior Lenders are validly exercising under any Senior Financing Agreement any step-in rights with respect to the relevant Material Contract.