Project Documents, Etc. (a) The Borrower shall not, without the prior written consent of the Required Secured Parties in consultation with the Independent Engineer, (i) suspend, cancel or terminate any Material Project Document or Government Approval applicable to the Borrower or the Development or consent to or accept any cancellation or termination thereof, (ii) sell, transfer, assign (other than pursuant to the Security Documents and other than any assignment by Cheniere LNG O&M Services, LLC of its rights and obligations under the O&M Agreement by the Manager of its rights and obligations under the Management Services Agreement, in each case to an Affiliate of Borrower that has access to sufficient experienced personnel to perform their respective obligations thereunder) or otherwise dispose of (by operation of law or otherwise) or consent to any such sale, transfer, assignment or disposition of any part of its interest in or rights or obligations under or any Material Project Party's interest in or rights or obligations under any Material Project Document or Government Approval (other than the sub-license of any EPC Contract-related intellectual property rights to an Affiliate of the Borrower and other than the collateral assignment pursuant to the CCTPL Consent Agreement), (iii) waive any material default under, or material breach of, any Material Project Document or waive, forgive, compromise, settle or release any material right, interest or entitlement, howsoever arising, under, or in respect of, any Material Project Document, (iv) initiate or settle a material arbitration proceeding under any Material Project Document or Government Approval, (v) agree to or petition, request or take any other material legal or administrative action that seeks, or could reasonably be expected, to Impair any Material Project Document or Government Approval, (vi) amend, supplement or modify or in any way vary, or agree to the variation of, any material provision of the FOB Sale and Purchase Agreements, the EPC Contracts or the Sabine Pass TUA or any material Government Approval (provided that the Borrower may (x) amend or modify any conditions of such Government Approvals so long as such amendment or modification is not materially more restrictive or onerous on the Borrower and could not otherwise reasonably be expected to have a Material Adverse Effect, or (y) seek the satisfaction or waiver of such conditions without the prior written consent of the Required Secured Parties) or of the pe...
Project Documents, Etc. (a) The Borrower shall comply with all of its covenants and obligations under the Material Project Documents and Government Approvals, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect.
(b) The Borrower shall notify the Common Security Trustee and the Senior Facility Agent (i) when entering into or terminating any Material Project Documents and provide a copy of any such contract to the Common Security Trustee and the Senior Facility Agent and (ii) promptly upon obtaining knowledge thereof, of any material adverse change in the status of any Fundamental Government Approval.
(c) The Borrower shall not agree to any material amendment or termination of any Material Project Document to which it is or becomes a party unless (i) a copy of such amendment or termination has been delivered to the Senior Facility Agent at least five (5) days in advance of the effective date thereof along with a certificate of an Authorized Officer of the Borrower certifying that the proposed amendment or termination would not reasonably be expected to have a Material Adverse Effect or (ii) the Borrower has obtained the consent of the Required Senior Lenders to such amendment or termination.
Project Documents, Etc. Each Credit Party shall (i) ensure that none of its rights under or in respect of any Project Document are at any time cancelled, terminated, suspended or limited if the same would be reasonably likely to result in a Material Adverse Effect, (ii) not agree to any waiver, amendment, termination or cancellation of any Project Document if the same would be reasonably likely to result in Material Adverse Effect, (iii) duly and properly perform, in all material respects, its obligations under the Project Documents (except to the extent, if any, that such performance is inconsistent with its obligation under the Credit Documents or any such failure to perform as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), (iv) exercise its rights, under and in respect of the Project Documents consistently with its obligations under the Credit Documents and (v) not enter into any Project Document which would be reasonably likely to result in a Material Adverse Effect.
Project Documents, Etc. (a) The Borrower shall (i) perform and observe in all material respects all of its covenants and obligations contained in each of the Material Project Documents,
Project Documents, Etc. (a) Other than (a) the Project Documents, (b) the Financing Documents, (c) other documents evidencing Permitted Indebtedness, and (d) the contracts, agreements, instruments, letters, undertakings or other documentation listed on Schedule 7.15, the Borrower shall not enter into any other contracts, agreements, instruments, letters, undertakings or other documentation (other than Non-Material Project Documents) under which the Borrower could reasonably be expected to have obligations or liabilities in excess of $250,000 in the aggregate at any one time for all such contracts, agreements, instruments, letters, undertakings or other documentation provided that the Borrower shall not enter into any Material Project Document without the prior written approval of the Majority Lenders (such approval not to be unreasonably withheld, conditioned or delayed).
(b) The Borrower shall (i) perform and observe all of its material covenants and material obligations contained in each of the Project Documents, (ii) take all reasonable and necessary action to prevent the termination, suspension or cancellation of any Material Project Document in accordance with the terms of such Material Project Documents or otherwise (except for the expiration of any Material Project Document in accordance with its terms and not as a result of a breach or default thereunder) and (iii) enforce against the relevant Project Party each material covenant or material obligation of each Project Document to which such Person is a party in accordance with such Agreement’s terms.
(c) The Borrower may, with prior written approval of the Administrative Agent in consultation with the Independent Engineer, enter into change orders under the Construction Contracts to which it is a party, so long as the Administrative Agent has received a certificate of an Authorized Officer of the Borrower confirming that after giving effect to such change orders (i) the ability of the Borrower to achieve Final Completion in accordance with the Construction Budget and Schedule has not been adversely and materially affected, (ii) no cost overruns shall have occurred and be continuing which could reasonably be expected to result in Project Costs exceeding the funds then available to pay such Project Costs and (iii) the change order could not reasonably be expected to have a Material Adverse Effect. Any material expansion of the capacity of the Project shall be achieved through Additional Project Documents rather than through...
Project Documents, Etc. (a) The Borrower shall (i) perform and observe all of its covenants and obligations contained in each of the Material Project Documents except to the extent such failure could not reasonably be expected to have a Material Adverse Effect, (ii) take all commercially reasonable action to prevent the termination or cancellation of any Material Project Document in accordance with the terms of such Material Project Documents or otherwise (except for the expiration of any such agreement in accordance with its terms and not as a result of a breach or default thereunder), and (iii) enforce against the relevant Material Project Party each covenant or obligation of each Material Project Document to which such Person is a party in accordance with its terms except to the extent such failure to enforce could not reasonably be expected to have a Material Adverse Effect.
(b) The Borrower shall cause all Project Revenues received by the Borrower from any Project Party or any other Person to be deposited in the Revenue Account. Without limiting the Borrower’s obligation to procure all Consent and Agreements, the Borrower shall send a letter (on the Borrower’s letterhead and signed by an Authorized Officer of the Borrower) notifying each Material Project Party not party to a Consent and Agreement (if applicable) (i) that its Material Project Document and all associated documents and obligations have been pledged as collateral security to the Secured Parties and are subject to the Secured Parties’ Lien on such Property and (ii) if such Material Project Party’s Material Project Document requires any payment of Project Revenues that it shall pay all such “Project Revenues” directly into the Revenue Account.
Project Documents, Etc. Schedule 3.16 (as supplemented by any supplements thereto delivered to the Administrative Agents prior to the Effective Date) includes all the Project Documents in effect as of the Effective Date. The documents identified on Schedule 3.16 constitute and include all material contracts and agreements necessary for the construction, installation and operation of the Project as contemplated as of the Effective Date and in a manner consistent with the Business Plan and applicable law, in each case to the extent reasonably foreseeable as of the Effective Date. Holdings has delivered to the Lenders true and correct copies of each Project Document in effect as of the Effective Date (subject to redaction to exclude information that any Loan Party is not permitted to disclose by reason of binding confidentiality obligations imposed on such Loan Party pursuant to the terms thereof). Neither any Loan Party nor any other party to any Project Document is in default in the performance of any obligation set forth in such Project Document that would reasonably be expected to result in a Material Adverse Effect. No event has occurred that would reasonably be expected to give rise to the termination of any Project Document that would reasonably be expected to result in a Material Adverse Effect. All conditions precedent to the obligations of the respective parties to each Project Document have been waived or satisfied, except for any such conditions that are not to be met until a later stage of the implementation of the Project, and Holdings reasonably believes that any such condition to be satisfied in the future will be satisfied at or prior to the time required.
Project Documents, Etc. 61 8.23 Annual Operating Plans and Budgets; Operating Statements......................................63 8.24
Project Documents, Etc. (a) Any of the Material Project Documents shall terminate (other than in accordance with its terms in circumstances where no default in the performance by the Borrower or any affiliate thereof of its obligations has occurred and is continuing) or for any reason cease to be in full force and effect, except for:
(i) any expiration at the end of the term thereof;
(ii) any termination or replacement consented to by the Required Lenders pursuant to Clause 8.2.14(b); or
(iii) if replacement thereof is effected as provided in Clause 9.1.14; or
(b) a default (after giving effect to any applicable grace period) under any of the Project Documents (excluding, however, to the extent referred to in Clause 9.1.7 any Required Hedging Agreement which is a Project Document or, to the extent referred to in Clause 9.1.14, the Construction Contract, the Mining Contract, the Power Contract or the Refining Agreement) shall occur, and such default is, in the reasonable opinion of the Required Lenders, likely to have a Materially Adverse Effect with respect to the Borrower (and/or, at any time on or prior to the Release Date, any Completion Guarantor) and the Borrower fails to obtain a satisfactory alternative agreement or alternative arrangements to satisfactorily mitigate the effect of such termination or default within thirty (30) days of such termination or default.
Project Documents, Etc. (a) Any of the Project Documents shall terminate (other than pursuant to its terms) or for any reason cease to be in full force and effect (excluding, however, to the extent referred to in Section 8.1.7, any ------------- Hedging Agreement or Interest Rate Protection Agreement which is a Project Document or in Section 8.1.9, the Construction Contract), except if such ------------- termination or cessation is capable of cure or remedy by any Obligor party thereto, in which case an Event of Default shall be deemed to have occurred pursuant to this Section if such termination or cessation is not remedied within ten Business Days after the occurrence thereof.
(b) A default by the Borrower or any other party under any of the Project Documents (excluding, however, to the extent referred to in Section 8.1.7, any Hedging Agreement or Interest Rate Protection Agreement ------------- which is a Project Document or in Section 8.1.9, the Construction ------------- Contract) shall occur, and such default is, in the reasonable opinion of the Required Lenders, likely to have a Materially Adverse Effect and such default, if capable of cure or remedy, is not remedied within ten Business Days after notification to the Borrower from the Administrative Agent that the Required Lenders are of the opinion that such default is likely to have a Materially Adverse Effect as aforesaid.
