Common use of Sufficiency of Project Documents Clause in Contracts

Sufficiency of Project Documents. (i) The Project Documents, collectively, constitute all documents necessary for the construction, completion and operation of the Project, except for additional documents for the procurement of those items commercially available to the Project at the Site on terms consistent with the Construction Plan Budget & Schedule and the Base Case Projections. (ii) All easements, leasehold and other property interests, including with respect to the Shared Facilities, and all utility and other services, means of transportation, facilities, other materials and other rights that could reasonably be expected to be necessary for the construction, completion and operation of the Project in accordance with Governmental Rules and the Transaction Documents (including gas, electrical, water and sewage services and facilities) have been procured under the Project Documents or are commercially available to the Project at the Site on terms consistent with the Construction Plan Budget & Schedule and the Base Case Projections and, to the extent appropriate, arrangements have been made on terms consistent with the Construction Plan Budget & Schedule and the Base Case Projections for such easements, interests, services, means of transportation, facilities, materials and rights. (iii) A true, complete and correct copy of each of the Project Documents has been Made Available to each Investor (including all exhibits, schedules, protocols and side letters referred to therein or delivered pursuant thereto, if any, and all amendments, modifications, additions, waivers thereto or thereof). No Project Document has been amended or modified since such Project Document was Made Available to each Investor. Prior to the execution of each such Project Document entered into on or prior to the date this representation is made, the Sponsor believed, after having made a reasonable investigation with respect thereto, that each party to each such Project Document would be able to carry out its obligations in accordance therewith and nothing has come to the attention of the Sponsor to cause it to believe that any such party will not be able to carry out its obligations in accordance therewith except as has been disclosed to the extent required under the Transaction Documents. (iv) All Project Documents listed on Schedule 2.2(f)(ii) to this Participation Agreement required or necessary for the Project at the time of this representation have been executed by each Person that is a party thereto, and as of the time of this representation all conditions precedent to the obligations of the respective parties under such Project Documents that are intended to be effective as of the time of this representation have been satisfied or where required, waived. (v) To Sponsor’s Knowledge, all representations, warranties and other factual statements made by each party to each of the Project Documents (other than the Project Company) are true and correct in all material respects. (vi) After conducting due inquiry in accordance with Prudent Electric Power Industry Standards, Sponsor has a reasonable belief that the Project will fulfill in all material respects the design specifications and requirements contained in the Transaction Documents and deliver electric power in the quantities and at the times set forth in the Base Case Projections.

Sufficiency of Project Documents. 4.25.1 Except as set forth on Exhibit G-11, PowerCo’s interests in the Site and Easements: (a) comprise all of the real property interests for the ownership, construction, installation, completion, operation and maintenance of the Project in accordance in all material respects with all Legal Requirements, the Project Documents and the Construction Budget; (b) are sufficient to enable the entire Project to be located, operated and maintained on the Site and Easements; (c) provide adequate ingress and egress to and from (i) The the Site for any reasonable purpose in connection with the ownership, construction, operation and maintenance of the Project for the purposes and on the terms set forth in the applicable Major Project Documents, collectively, constitute all documents necessary for the construction, completion and operation of the Project, except for additional documents for the procurement of those items commercially available to the Project at the Site on terms consistent with the Construction Plan Budget & Schedule and the Base Case Projections. (ii) All easements, leasehold each Easement for the purposes and other property interests, including with respect to the Shared Facilities, and all utility and other terms set forth in the applicable Easement Agreement. 4.25.2 There are no services, means of transportation, facilities, other materials and other or rights that could reasonably be expected to be necessary required for the development, construction, completion ownership and operation and maintenance of the Project in accordance with Governmental Rules and the Transaction Documents (including gas, electrical, water and sewage services and facilities) have been procured under the Project Documents or and the assumptions that form the basis of the Base Case Projections, other than (a) those to be provided under the Major Project Documents, (b) those that are not material to the construction and operation of the Project and (c) those that can reasonably be expected to be commercially available at or for delivery to the Project at Site or the Site Easements on commercially reasonable terms consistent with the Construction Plan Budget & Schedule or then current Annual Operating Budget (as applicable) and the Base Case Projections and, Projections. This Section 4.25.2 does not apply to the extent appropriateApplicable Permits, arrangements have been made which are the subject of Section 4.9. 4.25.3 Other than easements, rights of way, licenses, agreements and other rights that can be reasonably expected to be commercially available on commercially reasonable terms consistent with the Construction Plan Budget & Schedule or then current Annual Operating Budget (as applicable) and the Base Case Projections for such easementsProjections, interestsPowerCo possesses, services, means of transportation, facilities, materials and rights. (iii) A true, complete and correct copy of each of or the counterparties to the Project Documents has been Made Available pursuant to each Investor which interconnection facilities will be constructed or operated for the benefit of the Project, possess, and are obligated to provide or make available to PowerCo, all necessary easements, rights of way, licenses, agreements and other property rights for the construction or interconnection and utilization (as applicable) of the interconnection facilities (including all exhibitsfuel, scheduleswater, protocols wastewater and side letters referred to therein or delivered pursuant thereto, if any, and all amendments, modifications, additions, waivers thereto or thereofelectrical). No Project Document has been amended or modified since such Project Document was Made Available to each Investor. Prior to the execution of each such Project Document entered into on or prior to the date this representation is made, the Sponsor believed, after having made a reasonable investigation with respect thereto, that each party to each such Project Document would be able to carry out its obligations in accordance therewith and nothing has come to the attention of the Sponsor to cause it to believe that any such party will not be able to carry out its obligations in accordance therewith except as has been disclosed to the extent required under the Transaction Documents. (iv) All Project Documents listed on Schedule 2.2(f)(ii) to this Participation Agreement required or necessary for the Project at the time of this representation have been executed by each Person that is a party thereto, and as of the time of this representation all conditions precedent to the obligations of the respective parties under such Project Documents that are intended to be effective as of the time of this representation have been satisfied or where required, waived. (v) To Sponsor’s Knowledge, all representations, warranties and other factual statements made by each party to each of the Project Documents (other than the Project Company) are true and correct in all material respects. (vi) After conducting due inquiry in accordance with Prudent Electric Power Industry Standards, Sponsor has a reasonable belief that the Project will fulfill in all material respects the design specifications and requirements contained in the Transaction Documents and deliver electric power in the quantities and at the times set forth in the Base Case Projections.

Sufficiency of Project Documents. (i) The Project Documents, collectively, constitute all documents necessary for the construction, completion and operation of the Project, except for additional documents for the procurement of those items commercially available to the Project at the Site on terms consistent with the Construction Plan Budget & Schedule and the Base Case Projections. (iia) All easements, leasehold and other property interests, including with respect to the Shared Facilities, and all utility and other services, means of transportation, facilities, other materials and other rights that could reasonably be expected to be are necessary for the construction, completion and operation of the Project in accordance with Governmental Rules and the Transaction Documents (including without limitation gas, electrical, water and sewage services and facilities) have been procured under the Project Documents or otherwise, or are commercially available to the Project at the Project Site on terms consistent with the Construction Plan Project Budget & Schedule and the Base Case Projections Projections, and, to the extent appropriate, arrangements have been made on terms consistent with the Construction Plan Project Budget & Schedule and the Base Case Projections for such easements, interests, services, means of transportation, facilities, materials and rights. (iiib) A The Borrower has provided the Loan Servicer with a true, complete and correct copy of each of the Project Documents has been Made Available to each Investor in existence as of the Financial Closing Date (including all exhibits, schedules, protocols and side letters referred to therein or delivered pursuant thereto, if any, and all amendments, modifications, additions, waivers thereto or thereof). No , and each such Project Document in existence as of the Financial Closing Date (other than the subcontracts under the Principal Project Documents) is specifically named and listed in Section 4.1.2. None of the Project Documents has been amended or modified since such Project Document was Made Available to each Investormodified, except in accordance with this Common Agreement. Prior to the execution of each such Project Document entered into on or prior to the date this representation is made, the Sponsor Borrower believed, after having made a reasonable investigation with respect thereto, that each party to each such Project Document to which the Borrower is a party would be able to carry out its obligations in accordance therewith and nothing has come to the attention of the Sponsor Borrower to cause it to believe that any such party will not be able to carry out its obligations in accordance therewith except as has been disclosed to the extent required under the Transaction Loan Documents. (ivc) All Each Project Documents listed on Schedule 2.2(f)(ii) to this Participation Agreement required or necessary for the Project at the time of this representation have been executed by each Person that is a party thereto, and Document in existence as of the time Financial Closing Date is in full force and effect (i) against the Borrower and (ii) against each other party thereto except, in the case of this representation all conditions precedent clause (ii), for instances that would not, individually or in the aggregate, reasonably be expected to the obligations of the respective parties under such Project Documents that are intended to be effective as of the time of this representation have been satisfied or where required, waivedresult in a Material Adverse Effect. (vd) To Sponsor’s Knowledge, all representations, All representations and warranties and other factual statements made by each party to of Holdings, Sponsor and Operator in each of the Project Documents (other than the Project Company) to which it is a party are true and correct in all material respects. To Borrower’s Actual Knowledge, all representations and warranties made by each party (other than Borrower, Holdings, Sponsor and Operator) to each of the Project Documents in each of the Project Documents to which it is a party are true and correct in all material respects, except to the extent that the inaccuracy of any such representation or warranty could not reasonably be expected to have a Material Adverse Effect (e) Each of Borrower, Holdings, Sponsor and Operator has complied with all of its respective covenants and obligations under the Project Documents to which it is a party; and, to the Knowledge of Borrower, each of the other parties to the Project Documents has complied with all of its respective covenants and obligations under the Project Documents to which it is a party, except where such non-compliance by any such other party could not reasonably be expected to have a Material Adverse Effect. (vif) After conducting due inquiry in accordance with Prudent Electric Power Industry Standards, Sponsor has a reasonable belief Borrower believes that it is technically feasible for the Project will to be operated so as to fulfill in all material respects the design specifications and requirements contained in the Transaction Documents DOE Guarantee application or otherwise provided by Borrower or Sponsor to DOE and deliver electric power in the quantities and at the times set forth in the Base Case ProjectionsLender’s Engineer.

Sufficiency of Project Documents. (i) The Project Documents, collectively, constitute all documents necessary for the construction, completion and operation of the Project, except for additional documents for the procurement of those items commercially available to the Project at the Site on terms consistent with the Construction Plan Budget & Schedule and the Base Case Projections. (iia) All easements, leasehold and other property interests, including with respect to the Shared Facilities, and all utility and other services, means of transportation, facilities, other materials and other rights that could can reasonably be expected to be necessary for the construction, completion and operation of the Project in accordance with Governmental Rules and the Transaction Documents (including without limitation gas, electrical, water and sewage services and facilities) have been procured under the Project Documents or are commercially available to the Project at the Project Site on terms consistent with the Construction Plan Budget & Schedule and the Base Case Projections Projections, and, to the extent appropriate, arrangements have been made on terms consistent with the Construction Plan Budget & Schedule and the Base Case Projections for such easements, interests, services, means of transportation, facilities, materials and rights. (iiib) A DOE has received a true, complete and correct copy of each of the Project Documents has been Made Available to each Investor (including all exhibits, schedules, protocols and side letters referred to therein or delivered pursuant thereto, if any, and all amendments, modifications, additions, waivers thereto or thereof). No None of the Project Document Documents has been amended or modified since such Project Document was Made Available to each Investormodified, except in accordance with this Common Agreement. Prior to the execution of each such Project Document entered into on or prior to the date this representation is made, the Sponsor believed, after having made a reasonable investigation with respect thereto, Borrower believed that each party to each such Project Document would be able to could carry out its obligations in accordance therewith therewith, and nothing has come to the attention of the Sponsor Borrower to cause it to believe that any such party will not be able to carry out its obligations in accordance therewith except as has been disclosed to the extent required under the Transaction Loan Documents. (ivc) All Each Principal Project Documents listed on Schedule 2.2(f)(ii) to this Participation Agreement required or necessary for the Project at the time of this representation have been executed by each Person that Document is a party thereto, in full force and as of the time of this representation effect and all conditions precedent to the obligations of the respective parties under such the Principal Project Documents that are intended to be effective as of the time of this representation have been satisfied or where required, with the written consent of DOE, waived. (vd) To SponsorAll representations, warranties and other factual statements made by any First Wind Entity in any Project Document to which such entity is a party are true and correct in all material respects, and (i) to the Borrower’s KnowledgeKnowledge at the time of execution and delivery of any Project Document, all representations, warranties and other factual statements made in each Project Document by each other party thereto were true and correct in all material respects, and (ii) to the Borrower’s knowledge, after the execution and delivery of any Project Document, all representations, warranties and other factual statements made in each of Project Document by each other party thereto are, at any time the Project Documents (other than the Project Company) are Borrower makes this representation, true and correct in all material respects. (vie) After conducting due inquiry in accordance with Prudent Electric Power Industry Standards, Sponsor has a reasonable belief Borrower believed on the Financial Closing Date that it is technically feasible for the Project will Battery to be operated so as to fulfill in all material respects the design specifications and requirements contained in the Transaction Documents Lender’s Engineer Report. (f) Borrower believes that it is technically feasible for the Project (with the exception of the Battery) to be operated so as to fulfill in all material respects the design specifications and deliver electric power requirements contained in the quantities and at the times set forth in the Base Case ProjectionsLender’s Engineer Report.

Sufficiency of Project Documents. (ia) The Project DocumentsTo the Borrower’s Knowledge, collectively, constitute all documents necessary for the construction, completion and operation of the Project, except for additional documents for the procurement of those items commercially available to the Project at the Site on terms consistent with the Construction Plan Budget & Schedule and the Base Case Projections. (ii) All easements, leasehold and other property interests, including with respect to the Shared Facilities, and all utility and other services, means of transportation, facilities, other materials and other rights that could can reasonably be expected to be necessary for the construction, completion and operation of the Project in accordance with Governmental Rules and the Transaction Documents (including gas, electrical, water and sewage services and facilities) have been procured under the Project Documents or are commercially available to the Project at the Site on terms consistent with the Construction Plan Budget & Schedule and the Base Case Projections and, to the extent appropriate, arrangements have been made on terms consistent with the Construction Plan Budget & Schedule and the Base Case Projections for such easements, interests, services, means of transportation, facilities, materials and rightsProject Site. (iiib) A DOE has received a true, complete and correct copy of each of the Project Documents executed by the Borrower (including all exhibits, schedules, attachments, supplements and amendments thereto and any related Protocols and Side Letters). To the Borrower’s Knowledge, DOE has been Made Available to received a true, complete and correct copy of each Investor of the other Project Documents (including all exhibits, schedules, attachments, supplements and amendments thereto and any related Protocols and Side Letters). (c) DOE has received a true, complete and correct copy of each of the Wholesale Power Contracts (including all exhibits, schedules, protocols and side letters referred to therein or delivered pursuant thereto, if any, and all amendments, modifications, additions, waivers thereto or thereof). No Project Document None of the Wholesale Power Contracts has been amended or modified since such Project Document was Made Available to after the Guarantee Issuance Date, except in accordance with Section 7.7 (Limitations on Certain Types of Contracts) and, as of the Guarantee Issuance Date and the initial Advance Date following the Guarantee Issuance Date, each Investor. Wholesale Power Contract is in full force and effect. (d) Prior to the execution of each such Project Document Wholesale Power Contract entered into on or prior to the date this representation is made, the Sponsor believed, after having made a reasonable investigation with respect thereto, Borrower believed that each party to each such Project Document Wholesale Power Contract would be able to carry out its obligations in accordance therewith and nothing therewith. Nothing has come to the attention of the Sponsor Borrower to cause it to believe that any such party will either not be able to carry out perform any of its payment obligations in accordance therewith or fail to perform any other of its obligations in accordance therewith except as has been disclosed therewith, in each case in any manner that would reasonably be expected to have a Material Adverse Effect or a material adverse effect upon the extent required under the Transaction DocumentsProject. (ive) All There exists no default by the Borrower under any Wholesale Power Contract that would reasonably be expected to have a Material Adverse Effect or a material adverse effect upon the Project. (f) Each Principal Project Document is in full force and effect. (g) The Project Documents listed on Schedule 2.2(f)(ii(including the Services Agreement and the Construction Completion Agreement) are the only material contracts to this Participation Agreement required be entered into by the Borrower, the Owners’ Agent or the Operator that are necessary for the Project at the time of this representation have been executed by each Person that is a party thereto, and as construction of the time of this representation all conditions precedent to the obligations of the respective parties under such Project Documents that are intended to be effective as of the time of this representation have been satisfied or where required, waivedProject. (v) To Sponsor’s Knowledge, all representations, warranties and other factual statements made by each party to each of the Project Documents (other than the Project Company) are true and correct in all material respects. (vi) After conducting due inquiry in accordance with Prudent Electric Power Industry Standards, Sponsor has a reasonable belief that the Project will fulfill in all material respects the design specifications and requirements contained in the Transaction Documents and deliver electric power in the quantities and at the times set forth in the Base Case Projections.

Sufficiency of Project Documents. (i) The Project Documents, collectively, constitute all documents necessary for the construction, completion and operation of the Project, except for additional documents for the procurement of those items commercially available to the Project at the Site on terms consistent with the Construction Plan Budget & Schedule and the Base Case Projections. (iia) All easements, leasehold and other property interests, including with respect to the Shared Facilities, and all utility and other services, means of transportation, facilities, other materials and other rights that could can reasonably be expected to be necessary for the construction, completion and operation of the Project in accordance with Governmental Rules and the Transaction Documents (including without limitation gas, electrical, water and sewage services and facilities) have been procured under the Project Documents or are commercially available to the Project at the Site Sites on terms consistent with the Construction Plan Budget & Schedule and the Base Case Projections Projections, and, to the extent appropriate, arrangements have been made on terms consistent with the Construction Plan Budget & Schedule and the Base Case Projections for such easements, interests, services, means of transportation, facilities, materials and rights. (iiib) A Each Credit Party has received a true, complete and correct copy of each of the Project Documents has been Made Available to each Investor (including all exhibits, schedules, protocols and side letters referred to therein or delivered pursuant thereto, if any, and all amendments, modifications, additions, waivers thereto or thereof). No None of the Project Document Documents has been amended or modified since such Project Document was Made Available to each Investormodified, except in accordance with this Common Agreement. Prior to the execution of each such Project Document entered into on or prior to the date this representation is made, the Sponsor Borrower believed, after having made a reasonable investigation with respect thereto, that each party to each such Project Document would be able to carry out its obligations in accordance therewith and nothing has come to the attention of the Sponsor Borrower to cause it to believe that any such party will not be able to carry out its obligations in accordance therewith except as has been disclosed to the extent required under the Transaction Loan Documents. (ivc) All Each Principal Project Documents listed on Schedule 2.2(f)(ii) to this Participation Agreement required or necessary for the Project at the time of this representation have been executed by each Person that Document is a party thereto, in full force and as of the time of this representation effect and all conditions precedent to the obligations of the respective parties under such the Principal Project Documents that are intended to be effective as of the time of this representation have been satisfied or where required, with the written consent of the Loan Servicer, waived. (vd) To Sponsor’s Knowledge, all representations, warranties and other factual statements made by each party to each of Borrower believes that it is technically feasible for the Project Documents (other than the Project Company) are true and correct in all material respects. (vi) After conducting due inquiry in accordance with Prudent Electric Power Industry Standards, Sponsor has a reasonable belief that the Project will to be operated so as to fulfill in all material respects the design specifications and requirements contained in the Transaction Documents and deliver electric power in the quantities and at the times set forth in the Base Case ProjectionsDOE Guarantee Application.

Sufficiency of Project Documents. (i) The Project Documents, collectively, constitute all documents necessary for the construction, completion and operation of the Project, except for additional documents for the procurement of those items commercially available to the Project at the Site on terms consistent with the Construction Plan Budget & Schedule and the Base Case Projections. (iia) All easements, leasehold and other property interests, including with respect to the Shared Facilities, and all utility and other services, means of transportation, facilities, other materials and other rights that could can reasonably be expected to be necessary for the construction, completion and operation of the Project in accordance with Governmental Rules and the Transaction Documents (including diesel fuel, gas, electrical, water and sewage services and facilities) have been procured under the Project Documents or are commercially available to the Project at the Project Site on terms consistent with the Construction Plan Budget & Schedule and the Base Case Projections and, to the extent appropriate, arrangements have been made on terms consistent with the Construction Plan Budget & Schedule and the Base Case Projections for such easements, interests, services, means of transportation, facilities, materials and rights. (iiib) A The Loan Servicer has received a true, complete and correct copy of each of the Project Documents has been Made Available to each Investor (including all exhibits, schedules, protocols and side letters referred to therein or delivered pursuant thereto, if any, and all amendments, modifications, additions, waivers thereto or thereof). No None of the Project Document Documents has been amended or modified since such Project Document was Made Available to each Investormodified, except in accordance with this Loan Guarantee Agreement. Prior to the execution of each such Project Document entered into on or prior to the date this representation is made, the Sponsor Borrower believed, after having made a reasonable investigation with respect thereto, that each party to each such Project Document would be able to carry out its obligations in accordance therewith and nothing has come to the attention of the Sponsor Borrower to cause it to believe that any such party will not be able to carry out its obligations in accordance therewith except as has been disclosed to the extent required under the Transaction Documentstherewith. (ivc) All Each Principal Project Documents listed on Schedule 2.2(f)(ii) to this Participation Agreement required or necessary for the Project at the time of this representation have been executed by each Person that Document is a party thereto, in full force and as of the time of this representation effect and all conditions precedent to the obligations of the respective parties under such the Principal Project Documents that are intended to be effective as of the time of this representation have been satisfied or where required, with the written consent of the Loan Servicer, waived. (vd) To Sponsor’s the Borrower's Knowledge, all representations, warranties and other factual statements made by each party to each of the Project Documents (other than the Project CompanyBorrower) are true and correct in all material respects. (vie) After conducting due inquiry in accordance with Prudent Electric Power Industry Standards, Sponsor has a reasonable belief The Borrower believes that it is technically feasible for the Project will to be operated so as to fulfill in all material respects the design specifications and requirements contained in the Transaction Documents and deliver electric power in the quantities and at the times set forth in the Base Case ProjectionsApplication.

Sufficiency of Project Documents. (i) The Project Documents, collectively, constitute all documents necessary for the construction, completion and operation of the Project, except for additional documents for the procurement of those items commercially available to the Project at the Site on terms consistent with the Construction Plan Budget & Schedule and the Base Case Projections. (iia) All easementsfee, leasehold leasehold, easement and other real property interests, including with respect to the Shared Facilities, and all utility and other services, means of transportation, facilities, and all other materials and other rights that could are or can reasonably be expected to be necessary for the development, construction, completion ownership, operation and operation maintenance of the Project in accordance with Governmental Rules Applicable Laws and the Transaction Documents (including gas, electrical, water and sewage services and facilities) have been procured under the Project Documents or, at the time such rights or materials are required, will be commercially available to the Project at the Project Site on terms consistent with the Construction Plan Budget & Schedule and the Base Case Projections and, to the extent appropriate, arrangements therefor have been made on terms consistent with the Construction Plan Budget & Schedule and the Base Case Projections for all such easements, interests, services, means of transportation, facilities, materials and rights. (iiib) A As of any date on which this representation is made or deemed made, DOE has received a true, complete and correct copy of each of the Project Documents has been Made Available to each Investor and any Support Instrument related thereto (including all exhibits, schedules, protocols and side letters referred to therein or delivered pursuant thereto, if any, and all amendments, modifications, additions, waivers thereto or thereof)) that is in effect as of such date. No Since the Guarantee Agreement Date, none of the Project Document has Documents or Support Instruments have been amended or modified since such Project Document was Made Available to each Investormodified, except in accordance with this Loan Guarantee Agreement. Prior to the execution of each such Project Document entered into on or prior to the date this representation is madeDocument, the Sponsor Borrower believed, after having made a reasonable investigation with respect thereto, that each party to each such Project Document or Support Instrument would be able to carry out its obligations Obligations in accordance therewith and nothing has come to the attention of the Sponsor Borrower to cause it to believe that any such party Person will not be able to carry out its obligations Obligations in accordance therewith except as has been disclosed to the extent required under the Transaction Documentstherewith. (ivc) All As of any date on which this representation is made or deemed made, (i) each Project Documents listed on Schedule 2.2(f)(ii) to this Participation Agreement required Document and any Support Instrument related thereto that is necessary or necessary for desirable in connection with the construction, completion, operation or maintenance of the Project at the time of this representation have been executed by each Person that is a party thereto, and as of the time of this representation such date is in full force and effect and all conditions precedent to the obligations Obligations of the respective parties under such the Project Documents that are intended required to be effective performed as of the time of this representation such date have been satisfied or (or, where required, with the written consent of DOE, waived); (ii) no event has occurred that gives the Borrower, or, to the Borrower’s Knowledge, any Project Participant, the right to terminate any Project Document or any related Support Instrument; (iii) the Borrower is not in default of any material term or provision of any Project Document or related Support Instrument; and (iv) to the Borrower’s Knowledge, no Project Participant is in default of any material term or provision of any Project Document or related Support Instrument. (vi) To SponsorAll representations, warranties and other factual statements made by the Borrower or any other Borrower Entity in any Project Document to which such entity is a party are true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or a similar qualifier, in which case it shall be true and correct in all respects) as of any date on which this representation or warranty is made, except to the extent such representation or warranty is made only as of a specific date or time (in which event such representation or warranty shall be true and correct as of such date or time); and (ii) to the Borrower’s Knowledge, all representations, warranties and other factual statements made by each party to Project Participant in each of the Project Documents Document (other than the Project CompanyBorrower and the Borrower Entities) are true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or a similar qualifier, in which case it shall be true and correct in all respects) as of any date on which this representation or warranty is made, except to the extent such representation or warranty is made only as of a specific date or time (in which event such representation or warranty shall be true and correct as of such date or time). (vie) After conducting due inquiry in accordance with Prudent Electric Power Industry Standards, Sponsor has a reasonable belief The Borrower believes that it is technically feasible for the Project will Facility to be constructed, completed, operated and maintained so as to fulfill in all material respects the design specifications and requirements contained in the Transaction Documents and deliver electric power in the quantities and at the times set forth in the Base Case ProjectionsApplication.

Sufficiency of Project Documents. (ia) The Project DocumentsTo the Borrower’s Knowledge, collectively, constitute all documents necessary for the construction, completion and operation of the Project, except for additional documents for the procurement of those items commercially available to the Project at the Site on terms consistent with the Construction Plan Budget & Schedule and the Base Case Projections. (ii) All easements, leasehold and other property interests, including with respect to the Shared Facilities, and all utility and other services, means of transportation, facilities, other materials and other rights that could can reasonably be expected to be necessary for the construction, completion and operation of the Project in accordance with Governmental Rules and the Transaction Documents (including gas, electrical, water and sewage services and facilities) have been procured under the Project Documents or are commercially available to the Project at the Site on terms consistent with the Construction Plan Budget & Schedule and the Base Case Projections and, to the extent appropriate, arrangements have been made on terms consistent with the Construction Plan Budget & Schedule and the Base Case Projections for such easements, interests, services, means of transportation, facilities, materials and rightsProject Site. (iiib) A DOE has received a true, complete and correct copy of each of the Project Documents executed by the Borrower (including all exhibits, schedules, attachments, supplements and amendments thereto and any related Protocols and Side Letters). To the Borrower’s Knowledge, DOE has been Made Available to received a true, complete and correct copy of each Investor of the other Project Documents (including all exhibits, schedules, attachments, supplements and amendments thereto and any related Protocols and Side Letters). (c) DOE has received a true, complete and correct copy of each of the Wholesale Power Contracts (including all exhibits, schedules, protocols and side letters referred to therein or delivered pursuant thereto, if any, and all amendments, modifications, additions, waivers thereto or thereof). No Project Document None of the Wholesale Power Contracts has been amended or modified since such Project Document was Made Available to after the Guarantee Issuance Date, except in accordance with Section 7.7 (Limitations on Certain Types of Contracts) and, as of the Initial Advance Date, each Investor. Wholesale Power Contract is in full force and effect. (d) Prior to the execution of each such Project Document Wholesale Power Contract entered into on or prior to the date this representation is made, the Sponsor believed, after having made a reasonable investigation with respect thereto, Borrower believed that each party to each such Project Document Wholesale Power Contract would be able to carry out its obligations in accordance therewith and nothing therewith. Nothing has come to the attention of the Sponsor Borrower to cause it to believe that any such party will either not be able to carry out perform any of its payment obligations in accordance therewith or fail to perform any other of its obligations in accordance therewith except as has been disclosed therewith, in each case in any manner that would reasonably be expected to have a Material Adverse Effect or a material adverse effect upon the extent required under the Transaction DocumentsProject. (ive) All There exists no default by the Borrower under any Wholesale Power Contract that would reasonably be expected to have a Material Adverse Effect or a material adverse effect upon the Project. (f) Each Principal Project Document is in full force and effect. (g) The Project Documents listed on Schedule 2.2(f)(ii) are the only material contracts to this Participation Agreement required be entered into by the Borrower, the Owners’ Agent or the Operator that are necessary for the Project at the time of this representation have been executed by each Person that is a party thereto, and as construction of the time of this representation all conditions precedent to the obligations of the respective parties under such Project Documents that are intended to be effective as of the time of this representation have been satisfied or where required, waivedProject. (v) To Sponsor’s Knowledge, all representations, warranties and other factual statements made by each party to each of the Project Documents (other than the Project Company) are true and correct in all material respects. (vi) After conducting due inquiry in accordance with Prudent Electric Power Industry Standards, Sponsor has a reasonable belief that the Project will fulfill in all material respects the design specifications and requirements contained in the Transaction Documents and deliver electric power in the quantities and at the times set forth in the Base Case Projections.