Common use of Compliance with Government Rules, Etc Clause in Contracts

Compliance with Government Rules, Etc. (a) The Borrower shall comply or cause compliance in all material respects with, and ensure that the Development is in compliance in all material respects with all material Government Rules applicable to the Borrower or the Development, including Environmental Laws but excluding Government Rules applicable to Taxes, as to which Section 8.3 shall apply. (b) The Borrower shall cause the Development to be in compliance in all material respects with the applicable requirements of the Equator Principles and the Environmental and Social Action Plan. (c) The Borrower shall, and shall cause each of the RG Facility Entities to, comply in all material respects with Sanctions Regulations. (d) The Borrower agrees that if it obtains Knowledge or receives any written notice that the Borrower or any RG Facility Entity, or any Person holding a legal or beneficial interest therein (whether directly or indirectly) is or becomes a Restricted Person (such occurrence, a “Sanctions Violation”), the Borrower shall within a reasonable time (i) give written notice to the P1 Administrative Agent of such Sanctions Violation and (ii) comply with all applicable Sanctions Regulations with respect to such Sanctions Violation (regardless of whether the party included on the Sanctions List is located within the jurisdiction of the United States), and the Borrower hereby authorizes and consents to the P1 Administrative Agent taking any and all steps the P1 Administrative Agent deems necessary, in its sole discretion, to comply with all applicable Sanctions Regulations with respect to any such Sanctions Violation, including the “freezing” or “blocking” of assets and reporting such action to the applicable Sanctions Authority. (e) The proceeds of the Senior Loans will not be used by the Borrower and any of the RG Facility Entities, directly or knowingly indirectly, in violation of any Anti-Corruption Laws or Anti-Terrorism and Money Laundering Laws (to the extent applicable), including through the making of any bribe or unlawful payment.

Compliance with Government Rules, Etc. (a) The Borrower shall comply or cause compliance compliance, in all material respects respects, with, and ensure that the Development Project is constructed, operated and maintained in compliance compliance, in all material respects with respects, with, all material Government Approvals and Government Rules applicable to the Borrower or the Development, including Environmental Laws but excluding Government Rules applicable to Taxes, as to which Section 8.3 shall applyLaws. (b) The Borrower and its Affiliates shall cause the Development to be in compliance comply in all material respects with the applicable requirements of the Equator Principles Anti-Terrorism and the Environmental Money Laundering Laws and Social Action PlanOFAC Laws. (c) The Borrower shallshall at all times obtain and maintain and use commercially reasonable efforts to cause third parties, as allowed pursuant to Government Rule, to obtain or maintain in full force and shall cause each of the RG Facility Entities to, comply in effect all material respects with Sanctions Regulationspermits, licenses, trademarks, patents, agreements or Government Approvals necessary for the Development. (d) The Borrower agrees that if it obtains Knowledge or receives any written notice that the Borrower or Borrower, any RG Facility Entity, Affiliate or any Person holding a any legal or beneficial interest whatsoever therein (whether directly or indirectly) is named on the OFAC SDN List or becomes a Restricted Person is otherwise subject to OFAC sanctions (such occurrence, a an “Sanctions OFAC Violation”), the Borrower shall within a reasonable time immediately (iA) give written notice to the P1 Administrative Agent Common Security Trustee and each Secured Debt Holder Group Representative of such Sanctions Violation OFAC Violation, and (iiB) comply with all applicable Sanctions Regulations OFAC Laws with respect to such Sanctions OFAC Violation (regardless of whether the party included on the Sanctions OFAC SDN List is located within the jurisdiction of the United StatesStates of America), and the Borrower hereby authorizes and consents to the P1 Administrative Agent Common Security Trustee and each Secured Debt Holder Group Representative (as the case may be) taking any and all steps the P1 Administrative Agent deems Common Security Trustee and each Secured Debt Holder Group Representative (as the case may be) deem necessary, in its sole discretion, to comply with all applicable Sanctions Regulations OFAC Laws with respect to any such Sanctions OFAC Violation, including the “freezing” or “blocking” of assets and reporting such action to the applicable Sanctions AuthorityOFAC. (e) The proceeds of the Senior Loans will not be used by the Borrower and any of the RG Facility Entities, directly or knowingly indirectly, in violation of any Anti-Corruption Laws or Anti-Terrorism and Money Laundering Laws (to the extent applicable), including through the making of any bribe or unlawful payment.

Compliance with Government Rules, Etc. (a) The Borrower shall comply or cause compliance in all material respects with, and ensure that the Development Project is constructed, operated and maintained in compliance in with, all material respects with all material Government Approvals and Government Rules applicable to the Borrower or the Development, including Environmental Laws but excluding Government Rules applicable Laws, in each case except to Taxes, as the extent such failure to which Section 8.3 shall applycomply could not reasonably be expected to have a Material Adverse Effect. (b) The Borrower and its Affiliates shall cause the Development to be in compliance comply in all material respects with the applicable requirements of the Equator Principles Anti-Terrorism Laws, Money Laundering Laws and the Environmental and Social Action PlanOFAC Laws. (c) The Borrower shallshall timely obtain and maintain in full force and effect all permits, licenses, trademarks, patents, agreements or Government Approvals necessary for the Development, except to the extent such failure to obtain and shall cause each of the RG Facility Entities to, comply in all material respects with Sanctions Regulationsmaintain could not reasonably be expected to have a Material Adverse Effect. (d) The Borrower agrees that if it obtains Knowledge or receives any written notice that the Borrower or Borrower, any RG Facility Entity, Affiliate or any Person holding a any legal or beneficial interest whatsoever therein (whether directly or indirectly) is named on the OFAC SDN List or becomes a Restricted Person is otherwise subject to OFAC sanctions (such occurrence, a an “Sanctions OFAC Violation”), the Borrower shall within a reasonable time immediately (iA) give written notice to the P1 Administrative Agent of such Sanctions Violation OFAC Violation, and (iiB) comply with all applicable Sanctions Regulations OFAC Laws with respect to such Sanctions OFAC Violation (regardless of whether the party included on the Sanctions OFAC SDN List is located within the jurisdiction of the United StatesStates of America), and the Borrower hereby authorizes and consents to the P1 Administrative Agent taking any and all steps the P1 Administrative Agent deems necessary, in its sole discretion, to comply with all applicable Sanctions Regulations OFAC Laws with respect to any such Sanctions OFAC Violation, including the “freezing” or “blocking” of assets and reporting such action to the applicable Sanctions AuthorityOFAC. (e) The proceeds of the Senior Loans will not be used by the Borrower and any of the RG Facility Entities, directly or knowingly indirectly, in violation of any Anti-Corruption Laws or Anti-Terrorism and Money Laundering Laws (to the extent applicable), including through the making of any bribe or unlawful payment.

Compliance with Government Rules, Etc. (a) The Borrower shall comply or cause compliance in all material respects with, and ensure that the Development is in compliance in all material respects with all material Government Rules applicable to the Borrower or the Development, including Environmental Laws but excluding Government Rules applicable to Taxes, as to which Section 8.3 shall apply. (b) The Borrower shall cause the Development to be in compliance in all material respects with the applicable requirements of the Equator Principles and the Environmental and Social Action Plan. (c) The Borrower shall, and shall cause each of the RG Facility Entities to, comply in all material respects with Sanctions Regulations. (d) The Borrower agrees that if it obtains Knowledge or receives any written notice that the Borrower or any RG Facility Entity, or any Person holding a legal or beneficial interest therein (whether directly or indirectly) is or becomes a Restricted Person (such occurrence, a “Sanctions Violation”), the Borrower shall within a reasonable time (i) give written notice to the P1 TCF Administrative Agent of such Sanctions Violation and (ii) comply with all applicable Sanctions Regulations with respect to such Sanctions Violation (regardless of whether the |US-DOCS\145399031.8|| party included on the Sanctions List is located within the jurisdiction of the United States), and the Borrower hereby authorizes and consents to the P1 TCF Administrative Agent taking any and all steps the P1 TCF Administrative Agent deems necessary, in its sole discretion, to comply with all applicable Sanctions Regulations with respect to any such Sanctions Violation, including the “freezing” or “blocking” of assets and reporting such action to the applicable Sanctions Authority. (e) The proceeds of the Senior Construction/Term Loans will not be used by the Borrower and any of the RG Facility Entities, directly or knowingly indirectly, in violation of any Anti-Corruption Laws or Anti-Terrorism and Money Laundering Laws (to the extent applicable), including through the making of any bribe or unlawful payment.

Compliance with Government Rules, Etc. (a) The Borrower shall comply or cause compliance in all material respects with, and ensure that the Development is in compliance in all material respects with all material Government Rules applicable to the Borrower or the Development, including Environmental Laws but excluding Government Rules applicable to Taxes, as to which Section 8.3 shall apply. (b) The Borrower shall cause the Development to be in compliance in all material respects with the applicable requirements of the Equator Principles and the Environmental and Social Action Plan. (c) The Borrower shall, and shall cause each of the RG Facility Entities to, comply in all material respects with Sanctions Regulations. (d) The Borrower agrees that if it obtains Knowledge or receives any written notice that the Borrower or any RG Facility Entity, or any Person holding a legal or beneficial interest therein (whether directly or indirectly) is or becomes a Restricted Person (such occurrence, a “Sanctions Violation”), the Borrower shall within a reasonable time (i) give written notice to the P1 TCF Administrative Agent of such Sanctions Violation and (ii) comply with all applicable Sanctions Regulations with respect to such Sanctions Violation (regardless of whether the party included on the Sanctions List is located within the jurisdiction of the United States), and the Borrower hereby authorizes and consents to the P1 TCF Administrative Agent taking any and all steps the P1 TCF Administrative Agent deems necessary, in its sole discretion, to comply with all applicable Sanctions Regulations with respect to any such Sanctions Violation, including the “freezing” or “blocking” of assets and reporting such action to the applicable Sanctions Authority. (e) The proceeds of the Senior Construction/Term Loans will not be used by the Borrower and any of the RG Facility Entities, directly or knowingly indirectly, in violation of any Anti-Corruption Laws or Anti-Terrorism and Money Laundering Laws (to the extent applicable), including through the making of any bribe or unlawful payment.

Compliance with Government Rules, Etc. (a) The Borrower shall comply or cause compliance in all respects with all applicable Government Rules and shall from time to time obtain and renew, and shall comply in all material respects with, and ensure that Government Approvals as are or in the Development is future shall be necessary for the Project under applicable Government Rules, except where the failure to do so could not reasonably be expected to result in compliance in all material respects with all material Government Rules applicable to the Borrower or the Development, including Environmental Laws but excluding Government Rules applicable to Taxes, as to which Section 8.3 shall applya Material Adverse Effect. (b) The Except as provided in paragraph (c) below, the Borrower shall cause the Development not petition, request or take any legal or administrative action that seeks to amend, supplement or modify any Government Approval in any respect, unless such amendment, supplement or modification could not reasonably be expected to result in compliance in all material respects with the applicable requirements of the Equator Principles and the Environmental and Social Action Plana Material Adverse Effect. (c) The Borrower shall, shall issue such notices of transfer and shall cause take such other actions as the Administrative Agent, acting for the benefit of itself and the Lenders, reasonably requests, without undue expense or delay, to secure for the Administrative Agent and the Lenders the benefit of each Government Approval related to the Project set forth on Schedule 7.05(a) and, when obtained, Schedule 7.05(b) through (d) upon the exercise of remedies under the RG Facility Entities to, comply in all material respects with Sanctions RegulationsSecurity Documents. (d) The Borrower agrees that if it obtains Knowledge or receives any written notice that the Borrower or any RG Facility EntityBy no later than October 25, or any Person holding a legal or beneficial interest therein (whether directly or indirectly) is or becomes a Restricted Person (such occurrence, a “Sanctions Violation”)2014, the Borrower shall within a reasonable time obtain the following Government Approvals: (i) give written notice an amendment to the P1 Administrative Agent Definitive Generation Concession Agreement in order to, at a minimum, (x) increase the capacity of such Sanctions Violation the Project to 525 MW and (y) revise the construction milestone scheduled included therein; (ii) comply with all applicable Sanctions Regulations with respect to such Sanctions Violation The Transmission Concession; and (regardless of whether iii) the party included on the Sanctions List is located within the jurisdiction of the United States), and the Borrower hereby authorizes and consents to the P1 Administrative Agent taking any and all steps the P1 Administrative Agent deems necessary, in its sole discretion, to comply with all applicable Sanctions Regulations with respect to any such Sanctions Violation, including the “freezing” or “blocking” of assets and reporting such action to the applicable Sanctions AuthorityInterconnection Agreement. (e) Within forty-five (45) days of receiving the Transmission Concession, the Borrower shall execute the Transmission Concession Mortgage Agreement. (f) The proceeds Borrower shall provide evidence of the Senior Loans will submission (including copies thereof) to MINEM of all required documentation for the application of the amendment, which shall be in form and substance satisfactory to the Administrative Agent (acting at the direction of the Supermajority Lenders) to the Definitive Generation Concession no later than three (3) months after the receipt of the amendment to the Environmental Impact Assessment. (g) If at any time (i) a relevant Government Authority determines that: (a) a Municipal Building Permit is required for the construction of the powerhouse and any other edificación in the Project; and (b) a municipal license to operate (licencia de funcionamiento) is required to operate the powerhouse and any other edificación, (in both cases as confirmed by a court of competent authority pursuant to a final judgment) or (ii) the failure to have a Municipal Building Permit or a municipal license to operate, has an adverse impact upon the Project (as determined by the Supermajority Lenders acting reasonably), the Borrower shall, as soon as reasonably possible, but in any case no later than one (1) year from the earlier of (i) or (ii) above, either (x) obtain such Municipal Building Permit or such municipal license to operate, or (y) demobilize any personnel operating the Project from the powerhouse and commence remote operation of the Project solely via a PC-based client server running SCADA software for remote control such that such Municipal Building Permit or municipal license to operate is not required; provided that, in the event that any relevant Government Authority has informed the Borrower that a Municipal Building Permit or a municipal license to operate is required, the Borrower shall have asked for such Government Approval or timely initiated appropriate administrative or court proceedings to obtain an injunction or other judicial relief to suspend any enforcement actions by such Government Authority; and provided, further, if the Supermajority Lenders determine that such adverse impact described in sub-clause (ii) above has ceased to exist prior to the end of such one (1) year period, the Borrower shall not be used required to comply with the obligations set forth in (x) or (y). (h) If at any time (i) a relevant Government Authority determines that a Municipal Transmission Permit is required for the Transmission Line (as confirmed by a court of competent authority pursuant to a final judgment) or (ii) the failure to have a Municipal Transmission Permit has an adverse impact upon the Project (as determined by the Supermajority Lenders acting reasonably), the Borrower and shall, as soon as reasonably possible, but in any case no later than one (1) year from the earlier of the RG Facility Entities(i) or (ii) above, directly or knowingly indirectlyobtain such Municipal Transmission Permit; provided that, in violation of the event that any Antirelevant Government Authority has informed the Borrower that a Municipal Transmission Permit is required, the Borrower shall have asked for such Government Approval or timely initiated appropriate administrative or court proceedings to obtain an injunction or other judicial relief to suspend any enforcement actions by such Government Authority; and provided, further, that if the Supermajority Lenders determine that such adverse impact described in sub-Corruption Laws or Anti-Terrorism and Money Laundering Laws clause (ii) above has ceased to exist prior to the extent applicableend of such one (1) year period, the Borrower shall not be required to comply with the obligations set forth in this sub-clause (h), including through the making of any bribe or unlawful payment.