Material Project Agreements. The Company will and will cause each of its Restricted Subsidiaries, as applicable, to (i) maintain in effect all Material Project Agreements to which it is a party and (ii) comply in all material respects with their payment and other material obligations under the Material Project Agreements, except in each case:
(a) to the extent a Material Project Agreement is permitted to expire, be terminated or replaced under this Indenture or expires or is replaced in accordance with its terms;
(b) to the extent provided in Section 4.21 and Section 4.29 in relation to LNG SPAs; or
(c) to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect. The Company will not and will not permit its Restricted Subsidiaries to agree to any material amendment of any Material Project Agreement to which it is or becomes a party (except as permitted in Section 4.30) unless (a) a copy of such amendment has been delivered to the Trustee at least five (5) days in advance of the effective date thereof along with a certificate of an Authorized Officer of the Company certifying that the proposed amendment or termination would not reasonably be expected to have a Material Adverse Effect; or (b) the Company or the applicable Restricted Subsidiary has obtained the consent of the Intercreditor Agent, if at least $1 billion of Loans or Senior Debt Commitments in connection therewith are outstanding, and if not, a majority of the Holders to such amendment.
Material Project Agreements. (a) Each Obligor shall maintain in effect all Material Project Agreements (other than Real Property Documents) that have been entered into and to which it is a party except:
(i) to the extent a Material Project Agreement is permitted to expire, be terminated or replaced under the Finance Documents or expires or is replaced in accordance with its terms; and
(ii) to the extent provided under Section 8.1 (LNG SPA Maintenance) and Section 8.2 (LNG SPA Mandatory Prepayment) in relation to LNG SPAs.
(b) Each Obligor shall comply with its material contractual obligations, and, subject to Section 12.5(e) (Material Project Agreements) below, enforce against Material Project Counterparties its material rights and their material covenants and obligations, under the Material Project Agreements (other than Real Property Documents) then in effect to which it is a party.
(c) No Obligor shall agree to any amendment or modification of, or waiver relating to, any Material Project Agreement (other than Real Property Documents) to which it is a party that could reasonably be expected to have a Material Adverse Effect or would materially breach the terms of the Finance Documents; provided that amendments or modifications to LNG SPAs as permitted under Section 8.3 (Amendment of LNG SPAs) shall in any case be permitted; provided further that Change Orders as permitted under Section 9.1 (Change Orders) shall in any case be permitted.
(d) Other than with respect to Real Property Documents, no Obligor shall:
(i) assign or transfer any interest under any Material Project Agreement without the prior written consent of the Intercreditor Agent acting on the instructions of the Requisite Intercreditor Parties (except for assignments and transfers contemplated in connection with the Common Security and Account Agreement and other Security Documents);
(ii) consent to any counterparty assigning or transferring any interest under any Material Project Agreement, if such Obligor has consent rights under such Material Project Agreement, without the prior written consent of the Intercreditor Agent acting on the instructions of the Requisite Intercreditor Parties; except
(A) if such assignment or transfer could not reasonably be expected to have a Material Adverse Effect; or
(B) for assignments and transfers permitted or contemplated in the Common Security and Account Agreement, Direct Agreements or other Security Documents; or
(iii) permit any Material Project Counterparty to substitute, dimini...
Material Project Agreements. (i) A list of each Material Project Agreement existing on the Closing Date, is attached as Schedule H (Material Project Agreements and Certain Other Contracts) hereto. The Schedule contains details of all amendments, amendments and restatements, supplements, waivers and interpretations modifying or clarifying any of the above. True, correct and complete copies of each of the aforementioned contracts have been delivered to the Intercreditor Agent and certified by the Borrower;
(ii) To the Knowledge of each Obligor, all Material Project Agreements are in full force and effect;
(iii) As of the Closing Date, no material default or event of default of any Obligor and, to the Knowledge of each Obligor, no material default or event of default of any counterparty exists under any Material Project Agreement;
(iv) To the Knowledge of each Obligor, as of the Closing Date, the representations and warranties of the Material Project Counterparties under the Material Project Agreements are true and accurate in all material respects;
(v) As of the Closing Date, no (A) event of force majeure (as defined under the applicable Material Project Agreement) in respect of which a Material Project Counterparty has sought or would reasonably be expected to seek relief from performance under a Material Project Agreement has occurred and is continuing under any Material Project Agreement or (B) other circumstance exists that would entitle a Material Project Counterparty to terminate a Material Project Agreement or suspend its performance thereunder has occurred and is continuing; and
(vi) None of the Material Project Agreements has been terminated or otherwise amended, modified, supplemented, transferred, impaired or, to the applicable Obligor’s Knowledge, assigned, in each case except as permitted under Section 8.3 (Amendment of LNG SPAs), Section 12.5(c) (Material Project Agreements), Section 12.5(d) (Material Project Agreements) or Section 12.29(c) (Certain Real Property Rights; Real Property Documents; Leases).
Material Project Agreements. The Agent shall have received copies of all Material Project Agreements described on Schedule 6.18 hereof.
Material Project Agreements. (i) Each of the Material Project Agreements to which any Obligor is a party is in full force and effect to the Obligors’ Knowledge, and none of such Material Project Agreements has been terminated or otherwise amended, modified, supplemented, transferred, impaired or, to the Obligors’ Knowledge, assigned, except as permitted by the terms of the Finance Documents; and
(ii) no material default or event of default of any Obligor or, to the Knowledge of each Obligor, of any counterparty, have occurred and are continuing under any Material Project Agreement.
Material Project Agreements. All Material Project Agreements (other than those that are to be entered into in the normal course after the Closing Date and are not then required for the current state of the Project, including the Material EPC Agreements) shall have been duly executed and delivered by the parties thereto and shall be in full force and effect without default, in substantially the forms approved by the Lenders prior to the Closing Date, subject in each case only to such modifications, additions or other amendments that are not materially prejudicial to the interests of the Lenders and the Agent shall have received an officer’s certificate from an Authorized Officer of the Principal Borrower attaching true, complete and fully executed copies of the Material Project Agreements then in effect, including, for certainty, with all exhibits and schedules thereto, then in effect.
Material Project Agreements. (i) The Borrowers or any Material Project Party fails to perform or observe, in any material respect, any material term, covenant or agreement contained in any Material Project Agreement and, if such failure to perform or observe is of a nature such that it can be remedied, such failure to perform or observe shall continue unremedied beyond any applicable cure period set forth therein, unless the same is subject to a Contest; or (ii) any default or event of default shall have occurred and be continuing under any Material Project Agreement and such default or event of default shall continue unremedied beyond any applicable cure period set forth therein, unless the same is subject to a Contest; or
Material Project Agreements. App. D - 1
Material Project Agreements. Certain documents referenced in the Credit Agreement: Each Material Project Document (as defined in the Credit Agreement) Certain other documents: Guarantee of Samsung Renewable Energy Inc., dated as of March 20, 2014, a Balance of Plant Contract Parent Guarantee
Material Project Agreements. Certain documents referenced in the Credit Agreement: Each Material Project Document (as defined in the Credit Agreement) Certain other documents: Nil.
