Common use of Borrower Certificate Clause in Contracts

Borrower Certificate. Receipt by the Intercreditor Agent of a certificate of the Borrower certifying that: (i) each of the Repeated Representations of the Obligors is true and correct in all material respects, except for representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects, on and as of the Project Completion Date as if made on and as of such date (or, if stated to have been made solely as of an earlier date, as of such earlier date); (ii) no Unmatured Loan Facility Event of Default or Loan Facility Event of Default has occurred and is Continuing on such date or is expected to result from the occurrence of the Project Completion Date; (iii) no default by an Obligor exists under any Material Project Agreement that could reasonably be expected to have a Material Adverse Effect and, to the Knowledge of each Obligor, no default by a Material Project Counterparty exists under any Material Project Agreement that could reasonably be expected to have a Material Adverse Effect; (iv) to the Knowledge of each Obligor, no event of force majeure (as defined in the applicable Material Project Agreement) has occurred and is Continuing under any Material Project Agreement, the consequences of which could reasonably be expected to have a Material Adverse Effect; and (i) the Required LNG SPAs (including guarantees or other forms of credit support required by their terms), (ii) the Pipeline Service Agreements, (iii) the Gas Transportation Agreements (or Replacement Material Contract in respect thereof) (iv) the Service Agreements described in clauses (a) through (e) of the definition thereof (or Replacement Material Contract in respect thereof) and (v) the Gas Supply Agreement and the gas supply agreements that collectively are sufficient to enable the Borrower to meet its obligations under the Required LNG SPAs are, in each case, in full force and effect, enforceable against the parties thereto in accordance with such contract’s terms, except as limited by general principles of equity and bankruptcy, insolvency and similar laws.

Borrower Certificate. Receipt by the Intercreditor Agent of a certificate of the Borrower certifying that: (i) each of the Repeated Representations of the Obligors is true and correct in all material respects, except for representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects, on and as of the Project Phase 1 Completion Date as if made on and as of such date (or, if stated to have been made solely as of an earlier date, as of such earlier date); (ii) no Unmatured Loan Facility Event of Default or Loan Facility Event of Default has occurred and is Continuing on such date or is expected to result from the occurrence of the Project Phase 1 Completion Date; (iii) no default by an Obligor exists under any Material Project Agreement that could reasonably be expected to have a Material Adverse Effect and, to the Knowledge of each Obligor, no default by a Material Project Counterparty exists under any Material Project Agreement that could reasonably be expected to have a Material Adverse Effect; (iv) to the Knowledge of each Obligor, no event of force majeure (as defined in the applicable Material Project Agreement) has occurred and is Continuing under any Material Project Agreement, the consequences of which could reasonably be expected to have a Material Adverse Effect; provided that, in the case of any Phase 2 Material Project Agreement, any force majeure event shall be excluded from this clause (iv) so long as such force majeure event could not reasonably be expected to result in the Project Phase 2 Completion Date not occurring prior to the Phase 2 LNG Facility Date Certain; and (i) the Required LNG SPAs (including guarantees or other forms of credit support required by their terms), (ii) the Pipeline Service Agreements, (iii) the Gas Transportation Agreements (or Replacement Material Contract in respect thereof) ), (iv) the Service Agreements described in clauses (a) through (ed) of the definition thereof (or Replacement Material Contract in respect thereof) and (v) the Gas Supply Agreement and the gas supply agreements (including guarantees or other forms of credit support required by their terms) that collectively are sufficient to enable the Borrower to meet its obligations under the Required LNG SPAs are, in each case, in full force and effect, enforceable against the parties thereto in accordance with such contract’s terms, except as limited by general principles of equity and bankruptcy, insolvency and similar laws.

Borrower Certificate. Receipt by the Intercreditor Agent of a certificate of the Borrower certifying that: (i) each of the Repeated Representations of the Obligors is true and correct in all material respects, except for representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects, on and as of the Project Phase 2 Completion Date as if made on and as of such date (or, if stated to have been made solely as of an earlier date, as of such earlier date); (ii) no Unmatured Loan Facility Event of Default or Loan Facility Event of Default has occurred and is Continuing on such date or is expected to result from the occurrence of the Project Phase 2 Completion Date; (iii) no default by an Obligor exists under any Material Project Agreement that could reasonably be expected to have a Material Adverse Effect and, to the Knowledge of each Obligor, no default by a Material Project Counterparty exists under any Material Project Agreement that could reasonably be expected to have a Material Adverse Effect; (iv) to the Knowledge of each Obligor, no event of force majeure (as defined in the applicable Material Project Agreement) has occurred and is Continuing under any Material Project Agreement, the consequences of which could reasonably be expected to have a Material Adverse Effect; and (i) the Required LNG SPAs (including guarantees or other forms of credit support required by their terms), (ii) the Pipeline Service Agreements, (iii) the Gas Transportation Agreements (or Replacement Material Contract in respect thereof) ), (iv) the Service Agreements described in clauses (a) through (ed) of the definition thereof (or Replacement Material Contract in respect thereof) and (v) the Gas Supply Agreement and the gas supply agreements (including guarantees or other forms of credit support required by their terms) that collectively are sufficient to enable the Borrower to meet its obligations under the Required LNG SPAs are, in each case, in full force and effect, enforceable against the parties thereto in accordance with such contract’s terms, except as limited by general principles of equity and bankruptcy, insolvency and similar laws.

Borrower Certificate. Receipt A certificate acceptable to the Administrative Agent signed by duly authorized officers of the Intercreditor Agent of a certificate Borrower, dated the Issuance Date, stating that: (i) the representations and warranties of the Borrower certifying that: (i) each of contained in Article V and in the Repeated Representations of other Reimbursement Documents and the Obligors Related Documents to which it is true and a party are correct in all material respects, except for representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects, respects on and as of the Project Completion Issuance Date as if though made on and as of such date (or, if stated to have been made solely as of an earlier date, as of such earlier date); ; (ii) no Unmatured Loan Facility Event of petition by or against the Borrower has at any time been filed under the United States Bankruptcy Code or under any similar act; (iii) no Default or Loan Facility Event of Default has occurred and is Continuing on such date continuing, or is expected to would result from the occurrence execution of this Agreement, the other Reimbursement Documents and the Related Documents to which the Borrower is a party; (iv) the Borrower has complied with all agreements and covenants and satisfied all conditions stated in this Agreement on its part to be performed or satisfied at or prior to the Issuance Date; (v) since the date of the Project Completion Date; (iii) Commitment Letter there has been no default by an Obligor exists under any Material Project Agreement that could event which has caused or might reasonably be expected anticipated to cause a Material Adverse Effect; and (vi) the assumptions contained in the Financial Projections provided by Borrower to the Administrative Agent provide a reasonable and appropriate basis for the conclusions contained therein, and that there is no known event, circumstance or fact known to Borrower pertaining to the Facility or to management of the Borrower not disclosed by the Borrower which would have a Material Adverse Effect and, to on the Knowledge of each Obligor, no default by a Material Project Counterparty exists under any Material Project Agreement that could reasonably be expected to have a Material Adverse Effect; (iv) to the Knowledge of each Obligor, no event of force majeure (as defined assumptions or conclusions stated in the applicable Material Project Agreement) has occurred and is Continuing under any Material Project Agreement, the consequences of which could reasonably be expected to have a Material Adverse Effect; and (i) the Required LNG SPAs (including guarantees or other forms of credit support required by their terms), (ii) the Pipeline Service Agreements, (iii) the Gas Transportation Agreements (or Replacement Material Contract in respect thereof) (iv) the Service Agreements described in clauses (a) through (e) of the definition thereof (or Replacement Material Contract in respect thereof) and (v) the Gas Supply Agreement and the gas supply agreements that collectively are sufficient to enable the Borrower to meet its obligations under the Required LNG SPAs are, in each case, in full force and effect, enforceable against the parties thereto in accordance with such contract’s terms, except as limited by general principles of equity and bankruptcy, insolvency and similar lawsprojections.