Excluded Major Project Document Sample Clauses

Excluded Major Project Document. (a) No Obligor shall (and the Parent shall ensure that no member of the Group will) enter into an Excluded Major Project Document without obtaining the prior written consent of the Agent (acting on the instructions of the Majority Lenders (acting reasonably)) unless: (i) the entry into of such Excluded Major Project Document is on arm’s length terms and for fair market value (or, in each case, better) and the transaction contemplated thereby is a genuine commercial transaction; (ii) the Parent has delivered a certificate signed by a director or the chief financial officer of the Parent confirming that: (A) the aggregate amount of revenue (other than any Operational Agreement Upfront Receipts) from such Excluded Major Project Document (for all parties to such Excluded Major Project Document), when taken together with the aggregate amount of revenue received by members of the Group from each other Operational Agreement, does not exceed 5% of total projected Revenues from the Project (as shown in the original Projections delivered pursuant to paragraph 5 of Part I of Schedule 2 (Conditions Precedent) and, following the Opening Date, in the most recent annual Projections delivered pursuant to this Agreement (which shall, in each case and solely for these purposes, exclude from such projected Revenues all Operational Agreement Upfront Receipts); (B) no Forecast Funding Shortfall has occurred or would result therefrom; (C) no Event of Default has occurred and is continuing or would reasonably be expected to result therefrom; (D) the entry into such contract is consistent with the Plans and Specifications, the Project Schedule and the Group Budget; (iii) the Parent has provided a copy of a term sheet or memorandum of understanding which contains all of the material commercial terms of the proposed Excluded Major Project Document; (iv) at least 15 days after the date on which the Parent delivered the signed term sheet or memorandum of understanding pursuant to paragraph (iii) above, the Parent has delivered a certificate to the Agent (attaching a copy of the final draft of the proposed Excluded Major Project Document) confirming that such final draft conforms fully to the term sheet or memorandum of understanding delivered in respect of that proposed Excluded Major Project Document pursuant to paragraph (iii) above (or, if there are any deviations, explaining (in reasonable detail) all deviations therefrom and the reasons therefor); and (v) a No Objection Notice h...