Province Covenants. The Province shall:
(a) as soon as is reasonably practicable, at Project Co’s expense or that of the Agent, take whatever action the Agent, an Appointed Representative or a Suitable Substitute Project Co taking a transfer in accordance with Part 6 [Senior Lender Replacement of Project Co] of this Agreement may reasonably require for perfecting any transfer or release under and in accordance with this Agreement, including the execution of any transfer or assignment, and the giving of any notice, order or direction and the making of any registration which, in each case, the Agent or Appointed Representative or Suitable Substitute Project Co reasonably requires;
(b) not, prior to the Senior Debt Discharge Date, unless the Agent has (acting reasonably) consented in writing, appoint an Insolvency Officer or commence any Insolvency Proceedings in relation to Project Co;
(c) not approve any proposed amendment to the Financial Model in accordance with Section
Province Covenants. The Province undertakes to the Agent that it shall:
(a) as soon as is reasonably practicable, at the Concessionaire’s expense or that of the Agent, take whatever action the Agent, an Appointed Representative or a Suitable Substitute Concessionaire taking a transfer in accordance with Part 6 [Senior Lender Replacement of Concessionaire] of this Agreement may reasonably require for perfecting any transfer or release under this Agreement, including the execution of any transfer or assignment, and the giving of any notice, order or direction and the making of any registration which, in each case, the Agent or Appointed Representative or Suitable Substitute Concessionaire reasonably requires;
(b) not, prior to the Senior Debt Discharge Date, unless the Agent has (acting reasonably) consented in writing, appoint an Insolvency Officer or commence any Insolvency Proceedings in relation to the Concessionaire or either Partner;
(c) not approve any proposed amendment to the Financial Model in accordance with Section
Province Covenants. The Province agrees with the Agent that the Province will:
(a) as soon as is reasonably practicable, at Project Co’s or the Agent’s expense, take whatever action the Agent, an Appointed Representative or a Suitable Substitute Project Co taking a transfer in accordance with Section 6 may reasonably require for perfecting any transfer or release under this Agreement, including the execution of any transfer or assignment, and the giving of any notice, order or direction and the making of any registration which, in each case, the Agent or Appointed Representative or Suitable Substitute Project Co reasonably requires;
(b) not, prior to the Senior Debt Discharge Date, unless the Agent has (acting reasonably) consented in writing:
(1) appoint an Insolvency Officer;
(2) commence any Insolvency Proceedings;
(3) sanction, by voting or failing to vote, any Insolvency Proceedings and will, if requested to do so by the Agent, vote against any Insolvency Proceedings;
(4) without prejudice to its rights of set-off under the Project Agreement, including rights to take amounts owing by Project Co into account in calculating termination compensation payable, claim or prove as creditor or otherwise in competition with any Finance Party in respect of any monies owing to it by Project Co for or on account of Project Co’s liabilities under the Project Documents in the event of any Insolvency Proceedings; or
(5) take any action authorising, or which might result in or is in furtherance of, any of the prohibited matters referred to in Sections (1), (2), (3) or (4) above;
(c) not take or fail to take any action (including amendments, waivers and enforcement action) with respect to any material agreement between the Province and a third party, the effect of which would be reasonably likely to render the Province unable to satisfy its obligations under the Project Agreement; and
(d) not issue a Step-In Notice or Proposed Transfer Notice under any Material Contract Party Collateral Agreement at any time that the Senior Lenders are validly exercising under any Senior Financing Agreement any step-in rights with respect to the relevant Material Contract.
