Common use of Schedule of Applicable Permits and Applicable Third Party Permits Clause in Contracts

Schedule of Applicable Permits and Applicable Third Party Permits. Delivery to Administrative Agent of the Permit Schedule with respect to such Subsequent Project, substantially similar to the Permit Schedules furnished by Borrower pursuant to Section 3.2.18 with conforming changes to address the specifics of such Subsequent Project and otherwise satisfactory in form and substance to the Technical Committee, together with (i) copies of each Applicable Permit and Applicable Third Party Permit listed on Parts I(A) and I(B) of such Permit Schedule, each satisfactory in form and substance to the Technical Committee, and (ii) legal opinions of counsel to the Portfolio Entities with respect to the matters described in the next two sentences, substantially similar to the corresponding opinions furnished by Borrower pursuant to Section 3.2.18 with conforming changes to address the specifics of such Subsequent Project or otherwise in form and substance satisfactory to the Technical Committee. The relevant Project Owner (or such other Person responsible for constructing and operating such Subsequent Project) shall have duly obtained or been assigned, either by itself or jointly with its Joint Venturers (if applicable), and there shall be in full force and effect in the relevant Project Owner's (or such other Person responsible for constructing and operating such Subsequent Project) name, either by itself or jointly with its Joint Venturers (if applicable), and not subject to any current legal proceeding or to any unsatisfied condition that could reasonably be expected to allow material modification or revocation of, and all applicable appeal periods shall have expired with respect to, the Applicable Permits for such Subsequent Project set forth on Parts I(A) and I(B) of such Permit Schedule, constituting in the Technical Committee's reasonable opinion all of the Applicable Permits for such Subsequent Project as of the Funding Date. Each Major Project Participant with respect to which responsibility for an Applicable Third Party Permit is indicated in Part I(B) of such Permit Schedule shall have duly obtained or been assigned such Applicable Third Party Permit and there shall be in full force and effect in such Person's name, and not subject to any current legal proceeding or to any unsatisfied condition that could reasonably be expected to allow material modification or revocation of, and all applicable appeal periods shall have expired with respect to, each Applicable Third Party Permit for such Project set forth on Part I(B) of such Permit Schedule, constituting in the Technical Committee's reasonable opinion all of the Applicable Third Party Permits for such Subsequent Project as of the Funding Date. Part II(A) of such Permit Schedule shall list all other Permits required by the relevant Project Owner (or such Project Owner and its Joint Venturers, if applicable) or other Person responsible for constructing and operating such Subsequent Project to construct, own and operate such Subsequent Project as contemplated by the Operative Documents. Part II(B) of such Project Schedule shall list all other material Permits required by any other Major Project Participant with respect to such Subsequent Project to perform its obligations under the Operative Documents with respect to such Subsequent Project to which it is a party. The Permits listed in Parts II(A) and II(B) of such Permit Schedule shall either (a) in the Technical Committee's reasonable opinion, be timely obtainable at a cost consistent with the applicable Project Budget without material difficulty or delay prior to the time the relevant Project Owner (or such Project Owner and its Joint Venturers, if applicable) or the applicable other Major Project Participant, as applicable, requires such Permits, or (b) there shall exist alternative solutions (the expected cost of which is reflected in the applicable Project Budget) reasonably 44 59 satisfactory to the Independent Engineer which would eliminate the need for such Permit(s). Except as disclosed in such Permit Schedule, the Permits listed in Parts I(A) and I(B) of such Permit Schedule shall not be subject to any restriction, condition, limitation or other provision that could reasonably be expected to have a Material Adverse Effect on such Subsequent Project or result in such Subsequent Project being operated in a manner not substantially as assumed in the Base Cost Project Projections.

Schedule of Applicable Permits and Applicable Third Party Permits. Delivery to Administrative Agent of the a Permit Schedule with respect to such Subsequent Project, substantially similar to the Permit Schedules furnished by Borrower pursuant to Section 3.2.18 with conforming changes to address the specifics of such Subsequent Project and otherwise satisfactory in form and substance to the Technical Committee, together with (i) copies of each Applicable Permit and Applicable Third Party Permit listed on Parts I(A) and I(B) of such Permit Schedule, each satisfactory in form and substance to the Technical Committee, and (ii) legal opinions of counsel to the Portfolio Entities with respect to the matters described in the next two sentences, substantially similar to the corresponding opinions furnished by Borrower pursuant to Section 3.2.18 in respect of the Initial Projects with conforming corresponding changes to address the specifics of such Subsequent Project or otherwise in form and substance satisfactory to the Technical Committee. The relevant Project Owner (or such other Person responsible for constructing and operating such Subsequent Project) shall have duly obtained or been assigned, either by itself or jointly with its Joint Venturers (if applicable), ) and there shall be in full force and effect in the relevant Project Owner's (or such other Person responsible for constructing and operating such Subsequent Project) name, either by itself or jointly with its Joint Venturers (if applicable), ) and not subject to any current legal proceeding or to any unsatisfied condition that could reasonably be expected to allow material modification or revocation of, and all applicable appeal periods shall have expired with respect to, the Applicable Permits for such Subsequent Project set forth on Parts I(A) and I(B) of such Permit Schedule, constituting in the Technical Committee's reasonable opinion all of the Applicable Permits for such Subsequent Project as of the Funding Date. Each Major Project Participant with respect to which responsibility for an Applicable Third Party Permit is indicated in Part I(B) of such Permit Schedule shall have duly obtained or been assigned such Applicable Third Party Permit and there shall be in full force and effect in such Person's name, and not subject to any current legal proceeding or to any unsatisfied condition that could reasonably be expected to allow material modification or revocation of, and all applicable appeal periods shall have expired with respect to, each Applicable Third Party Permit for such Project set forth on Part I(B) of such Permit Schedule, constituting in the Technical Committee's reasonable opinion all of the Applicable Third Party Permits for such Subsequent Project as of the Funding Date. Part II(A) of such Permit Schedule shall list all other Permits required by the relevant Project Owner (or such Project Owner and its Joint Venturers, if applicable) or other Person responsible for constructing and operating such Subsequent Project to construct, own and operate such Subsequent Project as contemplated by the Operative Documents. Part II(B) of such Project Permit Schedule shall list all other material Permits required by any other Major Project Participant with respect to such Subsequent Project to perform its obligations under the Operative Documents with respect to such Subsequent Project to which it is a party. The Permits listed in Parts II(A) and II(B) of such Permit Schedule shall either (a) in the Technical Committee's reasonable opinion, be timely obtainable at a cost consistent with the applicable Project Budget without material difficulty or delay prior to the time the relevant Project Owner (or such Project Owner and its Joint Venturers, if applicable) or the applicable other Major Project Participant, as applicable, requires such Permits, or (b) there shall exist alternative solutions (the expected cost of which is reflected in the applicable Project Budget) reasonably 44 59 satisfactory to the Independent Engineer which would eliminate the need for such Permit(s)Permit. Except as disclosed in such Permit Schedule, the Permits listed in Parts I(A) and I(B) of such Permit Schedule shall not be subject to any restriction, condition, limitation or other provision that could reasonably be expected to have a Material Adverse Effect on such Subsequent Project or result in such Subsequent Project being operated in a manner not substantially as assumed in the Base Cost Project Projections.

Schedule of Applicable Permits and Applicable Third Party Permits. (a) Delivery to Administrative Agent of Exhibit G-1, the Permit Schedule with respect to such Subsequent Project, substantially similar to the Permit Schedules furnished schedule of (i) Permits required by Borrower pursuant to Section 3.2.18 with conforming changes to address lease, own and operate the specifics of such Subsequent Project and otherwise satisfactory (ii) all Permits that to Borrower's knowledge are required to be obtained by any Person (other than Borrower) that is party to any Major Project Document or Credit Document in order to perform such Person's obligations thereunder (other than Permits necessary to conduct its business generally and to maintain its existence and good standing), in form and substance reasonably satisfactory to the Technical Committee, together with (i) Administrative Agent. Borrower shall also deliver to Administrative Agent copies of each Permit listed in Part I(A) of Exhibit G-1 in form and substance reasonably satisfactory to the Administrative Agent. Except as disclosed in Exhibit G-1, each Applicable Permit and listed in Part I(A) of (b) Each Major Project Participant shall have duly obtained or have been assigned in the name of such Major Project Participant each Permit listed in Part I(B) of Exhibit G-1. Each Applicable Third Party Permit listed on Parts I(A) and in Part I(B) of such Permit Schedule, each satisfactory in form and substance to the Technical Committee, and Exhibit G-1 shall (iii) legal opinions of counsel to the Portfolio Entities with respect to the matters described in the next two sentences, substantially similar to the corresponding opinions furnished by Borrower pursuant to Section 3.2.18 with conforming changes to address the specifics of such Subsequent Project or otherwise in form and substance satisfactory to the Technical Committee. The relevant Project Owner (or such other Person responsible for constructing and operating such Subsequent Project) shall have duly obtained or been assigned, either by itself or jointly with its Joint Venturers (if applicable), and there shall be in full force and effect in the relevant Project Owner's effect, (or such other Person responsible for constructing and operating such Subsequent Projectii) name, either by itself or jointly with its Joint Venturers (if applicable), and not be subject to any current legal proceeding or and (iii) not be subject to any unsatisfied condition Unsatisfied Condition that could reasonably be expected to allow result in material modification or revocation ofof such Applicable Third Party Permit, and all applicable appeal periods shall have expired with respect to, the Applicable Permits for such Subsequent Project set forth on Parts I(A) and I(B) of such Permit Schedule, constituting in the Technical Committee's reasonable opinion all of the Applicable Permits for such Subsequent Project as of the Funding Date. Each Major Project Participant with respect to which responsibility for an Applicable Third Party Permit is indicated in Part I(B) of such Permit Schedule shall have duly obtained or been assigned each such Applicable Third Party Permit and there shall be in full force and effect in such Person's name, and not subject to any current legal proceeding or to any unsatisfied condition that could reasonably be expected to allow material modification or revocation of, and all applicable appeal periods shall have expired with respect to, each Applicable Third Party Permit for such Project set forth on Part I(Bexpired. (c) of such Permit Schedule, constituting in the Technical Committee's reasonable opinion all of the Applicable Third Party Permits for such Subsequent Project as of the Funding Date. Part II(A) of such Permit Schedule Exhibit G-1 shall list all other Permits that are not Applicable Permits (as of the Closing Date) required by the relevant Project Owner (or such Project Owner and its Joint Venturers, if applicable) or other Person responsible for constructing and operating such Subsequent Project Borrower to constructlease, own and operate such Subsequent the Project as contemplated by the Operative Documents. Part II(B) of such Project Schedule Exhibit G-1 shall list all other material Permits that to Borrower's knowledge are required to be obtained by any other Person (other than Borrower) that is a party to any Major Project Participant with respect Document or Credit Document (other than Permits necessary to such Subsequent Project conduct its business generally and maintain its existence and good standing) to perform its obligations under the Operative Major Project Documents with respect to such Subsequent Project or Credit Documents to which it is a party. The Permits listed in Parts II(A) and II(B) Part II of such Permit Schedule shall either (a) Exhibit G-1 shall, in the Technical CommitteeAdministrative Agent's reasonable opinion, be timely obtainable at a cost consistent with (i) on or before the applicable Project Budget without material difficulty or delay prior to the time the relevant Project Owner (or such Project Owner and its Joint Venturers, if applicable) date Borrower or the applicable other Major Project Participant, Person (as applicable, identified in Exhibit G-1) requires such PermitsPermit, or and (bii) there shall exist alternative solutions (without expense materially in excess of the expected cost of which is reflected amounts provided therefor in the applicable Base Case Project BudgetProjections by Borrower or such other Person. (d) reasonably 44 59 satisfactory to the Independent Engineer which would eliminate the need for such Permit(s). Except as disclosed in such Permit ScheduleExhibit G-1, the Permits listed in Parts I(A) and I(B) Part I of such Permit Schedule Exhibit G-1 shall not be subject to any restriction, condition, limitation or other provision that which could reasonably be expected to have a Material Adverse Effect on such Subsequent Project or result in such Subsequent the Project being operated in a manner not substantially as assumed in inconsistent with the assumptions underlying the Base Cost Case Project Projections.

Schedule of Applicable Permits and Applicable Third Party Permits. (a) Delivery to Administrative Agent of Exhibit G-I (the "Permit Schedule with respect to such Subsequent ProjectSchedule"), substantially similar to the Permit Schedules furnished by Borrower pursuant to Section 3.2.18 with conforming changes to address the specifics schedule of such Subsequent Project and otherwise satisfactory Permits, in form and substance reasonably satisfactory to the Technical CommitteeAdministrative Agent, together with of which (i) Part I(A) shall be Permits which are Applicable Permits as of the Closing Date, (ii) Part I(B) shall be Permits which to Borrowers' knowledge are Applicable Third Party Permits as of the Closing Date, (iii) Part II(A) shall be Permits which are expected to become Applicable Permits after the Closing Date, and (iv) Part II(B) shall be Permits which are expected to become Applicable Third Party Permits after the Closing Date. Borrowers shall also deliver to Administrative Agent copies of each Permit listed in Part I(A) and, to the extent obtainable, Part I(B), in form and substance reasonably satisfactory to Administrative Agent. The Permits listed in Part I(A) and Part I(B) shall in Administrative Agent's reasonable opinion comprise all of the Applicable Permit Permits and Applicable Third Party Permit listed on Parts I(APermits, respectively, as of the Closing Date. (b) and I(B) of such Except as disclosed in the Permit Schedule, each satisfactory Permit listed in form and substance to the Technical Committee, and (ii) legal opinions of counsel to the Portfolio Entities with respect to the matters described in the next two sentences, substantially similar to the corresponding opinions furnished by Borrower pursuant to Section 3.2.18 with conforming changes to address the specifics of such Subsequent Project or otherwise in form and substance satisfactory to the Technical Committee. The relevant Project Owner (or such other Person responsible for constructing and operating such Subsequent ProjectPart I(A) shall (i) have been duly obtained or been assignedassigned in a Borrower's name, either by itself or jointly with its Joint Venturers (if applicable), and there shall ii) be in full force and effect effect, (iii) not be subject to any current legal proceeding, and (iv) not be subject to any Unsatisfied Condition that could reasonably be expected to result in material modification or revocation of such Permit, and all applicable appeal periods with respect to each such Permit shall have expired. Except as disclosed in the relevant Permit Schedule, each Permit listed in Part I(B) shall (A) have duly obtained or have been assigned in the name of the applicable Major Project Owner's Participant, (or such other Person responsible for constructing B) be in full force and operating such Subsequent Projecteffect, (C) name, either by itself or jointly with its Joint Venturers (if applicable), and not be subject to any current legal proceeding or and (D) not be subject to any unsatisfied condition Unsatisfied Condition that could reasonably be expected to allow result in material modification or revocation ofof such Permit, and all applicable appeal periods shall have expired with respect to, the Applicable Permits for such Subsequent Project set forth on Parts I(A) and I(B) of such Permit Schedule, constituting in the Technical Committee's reasonable opinion all of the Applicable Permits for such Subsequent Project as of the Funding Date. Each Major Project Participant with respect to which responsibility for an Applicable Third Party Permit is indicated in Part I(B) of each such Permit Schedule shall have duly obtained or been assigned such Applicable Third Party Permit and there shall be in full force and effect in such Person's name, and not subject to any current legal proceeding or to any unsatisfied condition that could reasonably be expected to allow material modification or revocation of, and all applicable appeal periods shall have expired with respect to, each Applicable Third Party Permit for such Project set forth on Part I(Bexpired. (c) of such Permit Schedule, constituting in the Technical Committee's reasonable opinion all of the Applicable Third Party Permits for such Subsequent Project as of the Funding Date. Part II(A) of such Permit Schedule shall list all other Permits required by the relevant Project Owner (or such Project Owner and its Joint Venturers, if applicable) or other Person responsible for constructing and operating such Subsequent Project to construct, own and operate such Subsequent Project as contemplated by the Operative Documents. Part II(B) of such Project Schedule shall list all other material Permits required by any other Major Project Participant with respect to such Subsequent Project to perform its obligations under the Operative Documents with respect to such Subsequent Project to which it is a party. The Permits listed in Parts II(A) and II(B) Part II of such the Permit Schedule shall either (a) shall, in the Technical CommitteeAdministrative Agent's reasonable opinion, be timely obtainable at a cost consistent with (i) on or before the applicable Project Budget without material difficulty or delay prior to the time the relevant Project Owner (or such Project Owner and its Joint Venturers, if applicable) date Borrowers or the applicable other Major Project Participant, Person (as applicable, identified in the Permit Schedule) requires such PermitsPermit, or (bii) there shall exist alternative solutions (without delay materially in excess of the expected cost of which is reflected time provided therefor in the applicable Project BudgetSchedule (if applicable), and (iii) reasonably 44 59 satisfactory to without expense materially in excess of the Independent Engineer which would eliminate amounts provided therefor in the need for Project Budget by Borrowers or such Permit(s). Except as disclosed in such other Person. (d) No Permit Schedule, the Permits listed in Parts I(A) and I(B) Part I of such the Permit Schedule shall not be subject to any restriction, condition, limitation or other provision that which could reasonably be expected to have a Material Adverse Effect on such Subsequent Project or result in such Subsequent the Project being operated in a manner not substantially as assumed in inconsistent with the assumptions underlying the Base Cost Case Project Projections.

Schedule of Applicable Permits and Applicable Third Party Permits. (a) Delivery to Administrative Agent of Exhibit G-1 (the “Permit Schedule with respect to such Subsequent ProjectSchedule”), substantially similar to the Permit Schedules furnished by Borrower pursuant to Section 3.2.18 with conforming changes to address the specifics schedule of such Subsequent Project and otherwise satisfactory Permits, in form and substance reasonably satisfactory to the Technical CommitteeAdministrative Agent, together with of which (i) Part I(A) shall be Permits which are Applicable Permits as of the Closing Date, (ii) Part I(B) shall be Permits which to Borrowers’ knowledge are Applicable Third Party Permits as of the Closing Date, (iii) Part II(A) shall be Permits which are expected to become Applicable Permits after the Closing Date, and (iv) Part II(B) shall be Permits which are expected to become Applicable Third Party Permits after the Closing Date. Borrowers shall also deliver to Administrative Agent copies of each Permit listed in Part I(A) and, to the extent obtainable, Part I(B), in form and substance reasonably satisfactory to Administrative Agent. The Permits listed in Part I(A) and Part I(B) shall in Administrative Agent’s reasonable opinion comprise all of the Applicable Permit Permits and Applicable Third Party Permit listed on Parts I(APermits, respectively, as of the Closing Date. (b) and I(B) of such Except as disclosed in the Permit Schedule, each satisfactory Permit listed in form Part I(A) shall (i) have been duly obtained or been assigned in a Borrower’s name, (ii) be in full force and substance effect, (iii) not be subject to the Technical Committeeany current legal proceeding, and (iiiv) legal opinions not be subject to any Unsatisfied Condition that could reasonably be expected to result in material modification or revocation of counsel to the Portfolio Entities such Permit, and all applicable appeal periods with respect to the matters described each such Permit shall have expired. Except as disclosed in the next two sentencesPermit Schedule, substantially similar to the corresponding opinions furnished by Borrower pursuant to Section 3.2.18 with conforming changes to address the specifics of such Subsequent Project or otherwise each Permit listed in form and substance satisfactory to the Technical Committee. The relevant Project Owner (or such other Person responsible for constructing and operating such Subsequent ProjectPart I(B) shall (A) have duly obtained or have been assignedassigned in the name of the applicable Major Project Participant, either by itself (B) be in full force and effect, (C) not be subject to any current legal proceeding and (D) not be subject to any Unsatisfied Condition that could reasonably be expected to result in material modification or jointly revocation of such Permit, and all applicable appeal periods with its Joint Venturers respect to each such Permit shall have expired. (c) The Permits listed in Part II of the Permit Schedule shall, in Administrative Agent’s reasonable opinion, be timely obtainable (i) on or before the date Borrowers or the applicable other Person (as identified in the Permit Schedule) requires such Permit, (ii) without delay materially in excess of the time provided therefor in the Project Schedule (if applicable), and there shall be (iii) without expense materially in full force and effect excess of the amounts provided therefor in the relevant Project Owner's (Budget by Borrowers or such other Person responsible for constructing and operating such Subsequent ProjectPerson. (d) name, either by itself or jointly with its Joint Venturers (if applicable), and not subject to any current legal proceeding or to any unsatisfied condition that could reasonably be expected to allow material modification or revocation of, and all applicable appeal periods shall have expired with respect to, the Applicable Permits for such Subsequent Project set forth on Parts I(A) and I(B) of such No Permit Schedule, constituting listed in the Technical Committee's reasonable opinion all Part I of the Applicable Permits for such Subsequent Project as of the Funding Date. Each Major Project Participant with respect to which responsibility for an Applicable Third Party Permit is indicated in Part I(B) of such Permit Schedule shall have duly obtained or been assigned such Applicable Third Party Permit and there shall be in full force and effect in such Person's name, and not subject to any current legal proceeding or to any unsatisfied condition that could reasonably be expected to allow material modification or revocation of, and all applicable appeal periods shall have expired with respect to, each Applicable Third Party Permit for such Project set forth on Part I(B) of such Permit Schedule, constituting in the Technical Committee's reasonable opinion all of the Applicable Third Party Permits for such Subsequent Project as of the Funding Date. Part II(A) of such Permit Schedule shall list all other Permits required by the relevant Project Owner (or such Project Owner and its Joint Venturers, if applicable) or other Person responsible for constructing and operating such Subsequent Project to construct, own and operate such Subsequent Project as contemplated by the Operative Documents. Part II(B) of such Project Schedule shall list all other material Permits required by any other Major Project Participant with respect to such Subsequent Project to perform its obligations under the Operative Documents with respect to such Subsequent Project to which it is a party. The Permits listed in Parts II(A) and II(B) of such Permit Schedule shall either (a) in the Technical Committee's reasonable opinion, be timely obtainable at a cost consistent with the applicable Project Budget without material difficulty or delay prior to the time the relevant Project Owner (or such Project Owner and its Joint Venturers, if applicable) or the applicable other Major Project Participant, as applicable, requires such Permits, or (b) there shall exist alternative solutions (the expected cost of which is reflected in the applicable Project Budget) reasonably 44 59 satisfactory to the Independent Engineer which would eliminate the need for such Permit(s). Except as disclosed in such Permit Schedule, the Permits listed in Parts I(A) and I(B) of such Permit Schedule shall not be subject to any restriction, condition, limitation or other provision that which could reasonably be expected to have a Material Adverse Effect on such Subsequent Project or result in such Subsequent the Project being operated in a manner not substantially as assumed in inconsistent with the assumptions underlying the Base Cost Case Project Projections.

Schedule of Applicable Permits and Applicable Third Party Permits. (a) Delivery to Administrative Agent of Exhibit G-1, the Permit Schedule with respect to such Subsequent Project, substantially similar to the Permit Schedules furnished schedule of (i) Permits required by Borrower pursuant to Section 3.2.18 with conforming changes to address lease, own and operate the specifics of such Subsequent Project and otherwise satisfactory (ii) all Permits that to Borrower's knowledge are required to be obtained by any Person (other than Borrower) that is party to any Major Project Document or Credit Document in order to perform such Person's obligations thereunder (other than Permits necessary to conduct its business generally and to maintain its existence and good standing), in form and substance reasonably satisfactory to the Technical Committee, together with (i) Administrative Agent. Borrower shall also deliver to Administrative Agent copies of each Applicable Permit and Applicable Third Party Permit listed on Parts in Part I(A) and I(B) of such Permit Schedule, each satisfactory Exhibit G-1 in form and substance to the Technical Committee, and (ii) legal opinions of counsel to the Portfolio Entities with respect to the matters described in the next two sentences, substantially similar to the corresponding opinions furnished by Borrower pursuant to Section 3.2.18 with conforming changes to address the specifics of such Subsequent Project or otherwise in form and substance reasonably satisfactory to the Technical CommitteeAdministrative Agent. The relevant Project Owner (or such other Person responsible for constructing and operating such Subsequent Project) shall have duly obtained or been assignedExcept as disclosed in Exhibit G-1, either by itself or jointly with its Joint Venturers (if applicable), and there shall be each Applicable Permit listed in full force and effect in the relevant Project Owner's (or such other Person responsible for constructing and operating such Subsequent Project) name, either by itself or jointly with its Joint Venturers (if applicable), and not subject to any current legal proceeding or to any unsatisfied condition that could reasonably be expected to allow material modification or revocation of, and all applicable appeal periods shall have expired with respect to, the Applicable Permits for such Subsequent Project set forth on Parts Part I(A) and I(Bof Exhibit G-1 shall (A) of such Permit Schedule, constituting constitute in the Technical CommitteeAdministrative Agent's reasonable opinion all of the Applicable Permits for such Subsequent Project as of the Funding Closing Date. Each Major Project Participant with respect to which responsibility for an Applicable Third Party Permit is indicated in Part I(B, (B) of such Permit Schedule shall have been duly obtained or been assigned such Applicable Third Party Permit and there shall in Borrower's name, (C) be in full force and effect in such Person's nameeffect, and (D) not be subject to any current legal proceeding or and (E) not be subject to any unsatisfied condition Unsatisfied Condition that could reasonably be expected to allow result in material modification or revocation ofof such Applicable Permit, and all applicable appeal periods with respect to each such Applicable Permit shall have expired with respect to, expired. (b) Each Major Project Participant shall have duly obtained or have been assigned in the name of such Major Project Participant each Permit listed in Part I(B) of Exhibit G-1. Each Applicable Third Party Permit for such Project set forth on listed in Part I(B) of Exhibit G-1 shall (i) be in full force and effect, (ii) not be subject to any current legal proceeding and (iii) not be subject to any Unsatisfied Condition that could reasonably be expected to result in material modification or revocation of such Permit Schedule, constituting in the Technical Committee's reasonable opinion all of the Applicable Third Party Permits for Permit, and all applicable appeal periods with respect to each such Subsequent Project as of the Funding Date. Applicable Third Party Permit shall have expired. (c) Part II(A) of such Permit Schedule Exhibit G-1 shall list all other Permits that are not Applicable Permits (as of the Closing Date) required by the relevant Project Owner (or such Project Owner and its Joint Venturers, if applicable) or other Person responsible for constructing and operating such Subsequent Project Borrower to constructlease, own and operate such Subsequent the Project as contemplated by the Operative Documents. Part II(B) of such Project Schedule Exhibit G-1 shall list all other material Permits that to Borrower's knowledge are required to be obtained by any other Person (other than Borrower) that is a party to any Major Project Participant with respect Document or Credit Document (other than Permits necessary to such Subsequent Project conduct its business generally and maintain its existence and good standing) to perform its obligations under the Operative Major Project Documents with respect to such Subsequent Project or Credit Documents to which it is a party. The Permits listed in Parts II(A) and II(B) Part II of such Permit Schedule shall either (a) Exhibit G-1 shall, in the Technical CommitteeAdministrative Agent's reasonable opinion, be timely obtainable at a cost consistent with (i) on or before the applicable Project Budget without material difficulty or delay prior to the time the relevant Project Owner (or such Project Owner and its Joint Venturers, if applicable) date Borrower or the applicable other Major Project Participant, Person (as applicable, identified in Exhibit G-1) requires such PermitsPermit, or and (bii) there shall exist alternative solutions (without expense materially in excess of the expected cost of which is reflected amounts provided therefor in the applicable Base Case Project BudgetProjections by Borrower or such other Person. (d) reasonably 44 59 satisfactory to the Independent Engineer which would eliminate the need for such Permit(s). Except as disclosed in such Permit ScheduleExhibit G-1, the Permits listed in Parts I(A) and I(B) Part I of such Permit Schedule Exhibit G-1 shall not be subject to any restriction, condition, limitation or other provision that which could reasonably be expected to have a Material Adverse Effect on such Subsequent Project or result in such Subsequent the Project being operated in a manner not substantially as assumed in inconsistent with the assumptions underlying the Base Cost Case Project Projections.

Schedule of Applicable Permits and Applicable Third Party Permits. (a) Delivery to Administrative Agent of the Permit Schedule schedule(s) of Permits required to construct, own and operate the relevant Acquisition Plant to be acquired pursuant to 55 68 the Subject Acquisition or required to be obtained by any Person that is party to any Major Project Document with respect to such Subsequent ProjectAcquisition Plant in order to perform its obligations thereunder (an "Acquisition Plant Permit Schedule"), substantially similar to the Permit Schedules furnished by Borrower pursuant to Section 3.2.18 with conforming changes to address the specifics of such Subsequent Project and otherwise satisfactory in form and substance reasonably satisfactory to the Technical Committee, together with (i) copies of each Applicable Permit and Applicable Third Party Permit listed on Parts I(A) and I(B) of such Acquisition Plant Permit Schedule, each satisfactory in form and substance reasonably satisfactory to the Technical Committee, and (ii) legal opinions of counsel to the Portfolio Entities with respect to the matters described in the next two sentencessentence, substantially similar to the corresponding opinions furnished by Borrower pursuant to Section 3.2.18 with conforming changes to address the specifics of such Subsequent Project or otherwise each in form and substance satisfactory to the Technical Committee. The relevant Project Owner (or such other Person responsible for constructing and operating such Subsequent Projectthe relevant Acquisition Plant) shall have duly obtained or been assigned, either by itself or jointly with its Joint Venturers (if applicable), and there shall be in full force and effect in the relevant Project Owner's (or such other Person responsible for constructing and operating such Subsequent Projectthe relevant Acquisition Plant) name, either by itself or jointly with its Joint Venturers (if applicable), and not subject to any current legal proceeding or to any unsatisfied condition that could reasonably be expected to allow result in material modification or revocation of, and all applicable appeal periods shall have expired with respect to, the Applicable Permits for such Subsequent Project Acquisition Plant set forth on Parts Part I(A) and I(B) of such Acquisition Plant Permit Schedule, constituting in the Technical Committee's reasonable opinion all of the Applicable Permits for such Subsequent Project Acquisition Plant as of the relevant Funding Date. . (b) Each Major Project Participant with respect to which responsibility for an Applicable Third Party Permit is indicated in Part I(B) of such Acquisition Plant Permit Schedule shall have duly obtained or been assigned such Applicable Third Party Permit and there shall be in full force and effect in such Person's name, and not subject to any current legal proceeding or to any unsatisfied condition that could reasonably be expected to allow result in material modification or revocation of, and all applicable appeal periods shall have expired with respect to, each Applicable Third Party Permit for such Project Acquisition Plant set forth on Part I(B) of such Acquisition Plant Permit Schedule, constituting in the Technical Committee's reasonable opinion all of the Applicable Third Party Permits for such Subsequent Project Acquisition Plant as of the relevant Funding Date. . (c) Part II(A) of such Acquisition Plant Permit Schedule shall list all other Permits required by the relevant Project Owner (or such Project Owner and its Joint Venturers, if applicable) or other Person responsible for constructing and operating such Subsequent Project Acquisition Plant to construct, own and operate such Subsequent Project Acquisition Plant as contemplated by the Operative Documents. Part II(B) of such Project Acquisition Plant Permit Schedule shall list all other material Permits required by any other Major Project Participant with respect to such Subsequent Project Acquisition Plant to perform its obligations under the Operative Documents with respect to such Subsequent Project Acquisition Plant to which it is a party. The Permits listed in Parts II(A) and II(B) of such Acquisition Plant Permit Schedule shall either (a) in the Technical Committee's reasonable opinion, be timely obtainable at a cost consistent with the applicable Project Budget or Annual Operating Budget, as the case may be, without material difficulty or delay prior to the time the relevant Project Owner (or such Project Owner and its Joint Venturers, if applicable) or the applicable other Major Project Participant, as applicable, requires such Permits, or (b) there shall exist alternative solutions (the expected cost of which is reflected in the applicable Project Budget or Annual Operating Budget, as the case may be) reasonably 44 59 satisfactory to the Independent Engineer Technical Committee which would eliminate the need for such Permit(s). Permit. (d) Except as disclosed in such Permit Schedule, the Permits listed in Parts I(A) and I(B) of such Permit Schedule shall not be subject to any restriction, condition, limitation or other provision that could reasonably be expected to have a Project Material 56 69 Adverse Effect on such Subsequent in respect of the relevant Project Owner or result in such Subsequent Project Acquisition Plant being operated in a manner not substantially as assumed in inconsistent with the assumptions underlying the Base Cost Case Project Projections.