Common use of Material Project Documents Clause in Contracts

Material Project Documents. (a) As of the date hereof (i) all Material Project Documents are set forth in Schedule 5.7 hereto, (ii) all Project Documents that have been entered into by the Borrower, the Project Owner, or the Procurement Sub (prior to the Merger) or the Affiliated Project Parties but are not Material Project Documents are set forth in Part B of Schedule 5.7 and (iii) each of the Affiliated Project Documents are denoted on Schedule 5.7 with an “*”. Each of the Project Documents set forth in Schedule 5.7 consist only of the original document (including appendices, exhibits, schedules and disclosure letters) and any amendments, waivers or supplements thereto expressly described in the relevant definitions appearing in Schedule 5.7 hereto, and there are no other amendments, waivers or supplements, written or oral, with respect thereto. The Financing Parties have received a true and complete copy of each Project Document set forth in Schedule 5.7, including all appendices, exhibits, schedules, disclosure letters, amendments, waivers or supplements referred to therein or delivered pursuant thereto, if any. (b) Each Material Project Document entered into by the Borrower, the Project Owner, or the Procurement Sub (prior to the Merger) or the Affiliated Project Parties has been duly authorized, executed and delivered by such Person, is in full force and effect and constitutes the legal, valid and binding obligation of such Person, enforceable against such Person (and, to the knowledge of the Borrower, each other Material Project Participant) in accordance with its terms, except as the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (B) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each of the Borrower, the Project Owner, and the Procurement Sub (prior to the Merger) and the Affiliated Project Parties, and to the knowledge of the Borrower, each other Material Project Participant, is in compliance in all material respects with the terms and conditions of the Material Project Documents to which it is a party, and no event has occurred that could reasonably be expected to (x) result in a default under, or a material breach of, any Material Project Document, (y) result in the revocation, termination or adverse modification of any Material Project Document or (z) adversely affect the rights of any Borrower Party under any Material Project Document. (c) All representations and warranties of the Borrower, the Project Owner, and the Procurement Sub (prior to the Merger) and the Affiliated Project Parties and, to the Borrower’s knowledge, the other parties thereto, contained in the Material Project Documents are true and correct in all material respects (except to the extent that any such representation or warranty is expressed to be made only as of an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date). (d) All conditions precedent to the obligations of the respective parties under the Material Project Documents have been satisfied, except for such conditions precedent which by their terms cannot be (and are not required to be) met until a later stage in the construction or operation of the Project, and the Borrower has no reason to believe that any such conditions precedent cannot be satisfied prior to the time when such conditions are required to be met pursuant to the applicable Project Document.

Material Project Documents. (a) As of the date hereof (i) all Material Project Documents are set forth in Schedule 5.7 hereto, (ii) all Project Documents that have been entered into by the Borrower, the Project Owner, or the Procurement Sub (prior to the Merger) or the Affiliated Project Parties but are not Material Project Documents are set forth in Part B of Schedule 5.7 and (iii) each of the Affiliated Project Documents are denoted on Schedule 5.7 with an “*”. Each of the Project Documents set forth in Schedule 5.7 consist only of the original document (including appendices, exhibits, schedules and disclosure letters) and any amendments, waivers or supplements thereto expressly described in the relevant definitions appearing in Schedule 5.7 hereto, and there are no other amendments, waivers or supplements, written or oral, with respect thereto. The Financing Parties have received a true and complete copy of each Project Document set forth in Schedule 5.7, including all appendices, exhibits, schedules, disclosure letters, amendments, waivers or supplements referred to therein or delivered pursuant thereto, if any. (b) Each Material Project Document entered into by the Borrower, the Project Owner, or the Procurement Sub (prior to the Merger) or the Affiliated Project Parties has been duly authorized, executed and delivered by such Person, is in full force and effect and constitutes the legal, valid and binding obligation of such Person, enforceable against such Person (and, to the knowledge of the Borrower, each other Material Project Participant) in accordance with its terms, except as the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (B) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each of the Borrower, the Project Owner, and the Procurement Sub (prior to the Merger) and the Affiliated Project Parties, and to the knowledge of the Borrower, each other Material Project Participant, is in compliance in all material respects with the terms and conditions of the Material Project Documents to which it is a party, and no event has occurred that could reasonably be expected to (x) result in a default under, or a material breach of, any Material Project Document, (y) result in the revocation, termination or adverse modification of any Material Project Document or (z) adversely affect the rights of any Borrower Party under any Material Project Document. (c) All representations and warranties of the Borrower, the Project Owner, and the Procurement Sub (prior to the Merger) and the Affiliated Project Parties and, to the Borrower’s knowledge, the other parties thereto, contained in the Material Project Documents are true and correct in all material respects (except to the extent that any such representation or warranty is expressed to be made only as of an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date).. NEWYORK 8115155 (2K) 49 (d) All conditions precedent to the obligations of the respective parties under the Material Project Documents have been satisfied, except for such conditions precedent which by their terms cannot be (and are not required to be) met until a later stage in the construction or operation of the Project, and the Borrower has no reason to believe that any such conditions precedent cannot be satisfied prior to the time when such conditions are required to be met pursuant to the applicable Project Document.

Material Project Documents. (a) As of the date hereof Each Material Project Document: (i) all Material Project Documents are set forth in Schedule 5.7 heretoconstitutes the legal, valid, binding and enforceable obligations of each Obligor party to it; and (ii) all Project Documents that have been entered into by the Borroweris in full force and effect, the Project Owner, or the Procurement Sub (prior except to the Merger) or the Affiliated Project Parties but are not Material Project Documents are set forth in Part B of Schedule 5.7 and (iii) each of the Affiliated Project Documents are denoted on Schedule 5.7 with an “*”. Each of the Project Documents set forth in Schedule 5.7 consist only of the original document (including appendices, exhibits, schedules and disclosure letters) and any amendments, waivers or supplements thereto expressly described in the relevant definitions appearing in Schedule 5.7 heretoextent that such circumstances would not, and there are no other amendmentswould not reasonably be expected to, waivers or supplements, written or oral, with respect thereto. The Financing Parties have received a true and complete copy of each Project Document set forth in Schedule 5.7, including all appendices, exhibits, schedules, disclosure letters, amendments, waivers or supplements referred to therein or delivered pursuant thereto, if anyMaterial Adverse Effect. (b) Each All terms of each Material Project Document entered into have been complied with by the Borrower, the Project Owner, or the Procurement Sub relevant Obligor and (prior to the Mergerbest of its knowledge and belief having made due and careful enquiry) the other parties thereto, no notice of any intention to revoke or the Affiliated terminate any Material Project Parties Document has been duly authorizedreceived by any Obligor, executed and delivered by such Person, is in full force and effect and constitutes the legal, valid and binding obligation of such Person, enforceable against such Person neither it nor (and, to the best of its knowledge of the Borrower, each and belief having made due and careful enquiry) any other Material Project Participant) in accordance party thereto has repudiated or disclaimed any liability or obligation thereunder or formally given notice that it does not consider itself bound by or does not intend to comply with its termsany provision thereof, except as to the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (B) the application of general principles of equity (regardless of whether extent that such enforceability is considered in a proceeding at law or in equity). Each of the Borrower, the Project Ownercircumstances would not, and the Procurement Sub (prior to the Merger) and the Affiliated Project Parties, and to the knowledge of the Borrower, each other Material Project Participant, is in compliance in all material respects with the terms and conditions of the Material Project Documents to which it is a party, and no event has occurred that could would not reasonably be expected to, have a Material Adverse Effect. (c) No steps have been taken which are likely to (x) result in a default under, or a material breach of, any Material Project Document, (y) result in lead to the revocation, termination or adverse modification suspension of any Material Project Document Authorisation referred to in Clause 21.6 (▇▇▇▇▇▇▇▇ and Admissibility in Evidence) or Clause 24.8(c) (zField Operations) adversely affect the rights which has been granted or any variation of any Borrower Party under any Material Project Document. (c) All representations and warranties of the Borrower, the Project Owner, and the Procurement Sub (prior to the Merger) and the Affiliated Project Parties and, to the Borrower’s knowledge, the other parties thereto, contained in the Material Project Documents are true and correct in all material respects (except to the extent that any such representation or warranty is expressed to be made only as of an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date)Authorisation. (d) All conditions precedent An Obligor owns or will at the requisite time own, or has sufficient access to and the obligations right to use, all assets necessary for the use, possession, ownership, exploration, development, construction, operation and/or exploitation of the respective parties under Borrowing Base Assets as contemplated by the Material Project Documents have been satisfied, except for such conditions precedent which by their terms cannot be (and are not required to be) met until a later stage in the construction or operation of the Project, and the Borrower has no reason then-current Banking Case. (e) No Obligor is under any obligation (other than under this Agreement) to believe that create any such conditions precedent cannot be satisfied prior to the time when such conditions are required to be met pursuant to the applicable Project DocumentSecurity over all or any part of a Borrowing Base Asset save for any Permitted Security.

Material Project Documents. (a) As of the date hereof The Borrower shall not: (i) all sell, transfer, assign or otherwise dispose of (by operation of law or otherwise) or consent to any such sale, transfer, assignment or disposition of its interest in or rights or obligations under any Material Project Documents are set forth in Schedule 5.7 hereto, Document except assignments pursuant to the Senior Security Documents; (ii) all consent to any sale, transfer, assignment or disposition of any Material Project Documents that Party’s interest in or rights or obligations under any Material Project Document (if the Borrower has such consent rights under the applicable Material Project Document) except for (A) as could not reasonably be expected to have been entered into a Material Adverse Effect, (B) any assignments and transfers permitted or contemplated in the T4 Collateral Documents, and (C) assignments by a counterparty to its Affiliate as contemplated in, and in accordance with the Borrowerterms of, the Project Owner, or the Procurement Sub (prior to the Merger) or the Affiliated Project Parties but are not applicable Material Project Documents are set forth in Part B of Schedule 5.7 and Document; (iii) each of the Affiliated Project Documents are denoted on Schedule 5.7 with approve any Major Decision; (iv) initiate or settle an “*”. Each of the Project Documents set forth in Schedule 5.7 consist only of the original document (including appendices, exhibits, schedules and disclosure letters) and arbitration proceeding under any amendments, waivers or supplements thereto expressly described in the relevant definitions appearing in Schedule 5.7 hereto, and there are no other amendments, waivers or supplements, written or oral, with respect thereto. The Financing Parties have received a true and complete copy of each Material Project Document set forth unless the initiation or settlement of such arbitration proceeding could not reasonably be expected to have a Material Adverse Effect or an Event of Default; or (v) agree to any amendment or modification, or waiver of, or waiver relating to any Material Project Document to which it is a party that could reasonably be expected to have a Material Adverse Effect; provided, that (A) Change Orders not prohibited by Section 8.12(d) shall in Schedule 5.7any case be permitted and (B) amendments or modifications to, including all appendicesor waivers under, exhibits, schedules, disclosure letters, amendments, waivers or supplements referred to therein or delivered pursuant thereto, if anyCredit Agreement Designated Offtake Agreements as permitted under Section 8.12(b) shall in any case be permitted. (b) Each The Borrower shall not agree to: (i) any amendment or modification of the price or quantity provisions of any Credit Agreement Designated Offtake Agreement: (A) if such amendment or modification results in a breach of Section 8.13(a); and (B) unless after giving effect to such amendment or modification, (excluding principal amounts and commitments in respect of any Working Capital Debt) the Credit Agreement Projected DSCR for the period starting from the first Quarterly Payment Date for the repayment of principal after the date of such amendment or modification to the end of the calendar year in which such Quarterly Payment Date occurs, and for each calendar year thereafter through the Latest Qualified Term of the Credit Agreement Designated Offtake Agreements in effect at such time, is at least 1.40:1.00; or (ii) any amendment or modification of any Credit Agreement Designated Offtake Agreement that: (A) could reasonably be expected to have a Material Adverse Effect; (B) would not be on Market Terms with respect to the Borrower; or (C) would otherwise be materially inconsistent with the terms of the T4 Financing Documents. (c) Unless required or contemplated by (x) a Material Project Document entered into by the Borrower, the Project Owner, or the Procurement Sub (prior to the Merger) or the Affiliated Project Parties has been duly authorized, executed and delivered by such Person, is in full force and effect and constitutes the legal, valid and binding obligation of such Person, enforceable against such Person (and, to the knowledge of the Borrower, each other Material Project Participant) in accordance with its terms, except as the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (B) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each of the Borrower, the Project Owner, and the Procurement Sub (prior to the Merger) and the Affiliated Project Parties, and to the knowledge of the Borrower, each other Material Project Participant, is in compliance in all material respects with the terms and conditions of the Material Project Documents to which it is a partyparty (including any replacement or substitute Material Project Document and any guarantee thereof), (y) this Agreement, or (z) any other T4 Financing Document, the Borrower shall not enter into any Additional Material Project Document without the prior written consent of the Majority Construction/Term Lenders; provided, that such consent will not be required if such Additional Material Project Document is: (i) substantially in the form of such agreement (or an equivalent agreement) in place as of the Closing Date; (ii) a Credit Agreement Designated Offtake Agreement (and any guaranty thereof) that meets the conditions in Section 7.5 or any other Offtake Agreement permitted by Section 8.13; (iii) entered into by the Borrower in connection with a Capital Improvement permitted by Section 8.14 and Section 5.14 (Capital Improvements) of the Common Terms Agreement; and (iv) the Honeywell License Agreement. (d) The Borrower shall not, nor shall it permit the T4 CASA Advisor to, except for Change Orders specified in Schedule 8.12(d), without the consent of the T4 Administrative Agent (upon the approval of the Majority Construction/Term Lenders in consultation with the Independent Engineer), initiate or consent to any Change Order or Change Directive (as defined in the T4 EPC Contract) that: (i) increases the aggregate contract price payable under the T4 EPC Contract as of the Closing Date; provided, that: (A) the Borrower may, subject to the remainder of this Section 8.12(d), enter into any Change Order or make payment of any claim under the T4 EPC Contract, if (1) the T4 Administrative Agent has received an IE Confirming Certificate and (2) the amount of such Change Order is equal to or less than $50,000,000 (taking into account increases and decreases within such Change Order on a net basis and calculated, in the case of a Change Order arising due to loss or damage to Project assets, after taking into account insurance proceeds reasonably expected to be available under its insurance policies to cover such loss or damage and permitted to be so applied in accordance with the terms of the T4 Financing Documents) so long as the aggregate amount of all Change Orders under this clause (A) (taken together on a net basis) does not exceed the amount of the then-remaining Contingency in the then current Base Case Forecast; (B) if the T4 EPC Contractor requests a Required EPC Change Order to which it is entitled under the terms of the T4 EPC Contract then, subject to the remainder of this Section 8.12(d), the Borrower shall be entitled to authorize such change without first obtaining the consent of the T4 Administrative Agent if the amount of such change is within the remaining Contingency set forth in the Construction Budget and Schedule, or to the extent that such amount exceeds such remaining Contingency, (x) the aggregate commitment under the T4 Equity Contribution Agreement has been irrevocably and unconditionally increased in the amount at least sufficient to cover such excess amount or (y) the Borrower certifies to the T4 Administrative Agent that it reasonably expects to have (on the basis of all available funds, including Senior Secured Debt Commitments, cash on deposit in the T4 Construction Account or the Distribution Account, committed equity, and no projected Contracted Revenues under the Credit Agreement Designated Offtake Agreements) sufficient funds in addition to those already set forth in the then current Construction Budget and Schedule for such excess amount; and (C) the Borrower may enter into any Change Order under the T4 EPC Contract for amounts in excess of the amounts specified in Section 8.12(d)(i)(A) but subject to the remainder of this Section 8.12(d); provided, that, with respect to this Section 8.12(d)(i)(C), (1) the T4 Administrative Agent has received an IE Confirming Certificate and (2) the amount of such change is within the remaining Contingency set forth in the Construction Budget and Schedule, or to the extent that such amount exceeds such remaining Contingency, (x) the aggregate commitment under the T4 Equity Contribution Agreement has been irrevocably and unconditionally increased in the amount at least sufficient to cover such excess amount or (y) the Borrower certifies to the T4 Administrative Agent that it reasonably expects to have (on the basis of all available funds, including Senior Secured Debt Commitments, cash on deposit in the T4 Construction Account or the Distribution Account, and committed equity) sufficient funds in addition to those already set forth in the then current Construction Budget and Schedule for such excess amount; (ii) extends any Guaranteed Substantial Completion Date under and as defined in the T4 EPC Contract to a date that could reasonably be expected to result in the failure by the Borrower to achieve Substantial Completion under the T4 EPC Contract by the Date Certain; (iii) except as otherwise permitted pursuant to the terms hereof or as a result of a Required EPC Change Order (provided, that the Independent Engineer concurs (which concurrence shall not be unreasonably withheld, conditioned or delayed) to the Borrower’s consent to such Change Order pursuant to the T4 EPC Contract), modifies the Performance Guarantees of the T4 EPC Contractor pursuant to the T4 EPC Contract or the criteria or procedures for the conduct or measuring of the results of the performance tests under the T4 EPC Contract, in each case in a manner that could reasonably be expected to have a material adverse effect on the Borrower’s ability to meet its LNG delivery obligations under each of its then-existing Credit Agreement Designated Offtake Agreements or otherwise have a material adverse effect on the ability of the Borrower to achieve the Term Conversion Date by the Date Certain; (iv) adjusts the payment schedule under the T4 EPC Contract or provides a bonus to be paid to the T4 EPC Contractor thereunder, other than if such changes are made to track changes in the payment schedule as a result of any Change Order that is (1) permitted under this Section 8.12(d) or (2) a Required EPC Change Order; (v) causes any material component or material design feature or aspect of the Project to materially deviate in any fundamental manner from the description thereof set forth in the schedules, exhibits, appendices or annexes to the T4 EPC Contract (other than as the result of a Change Order which is permitted by Section 8.12(d)(i) above, any Required EPC Change Order, or otherwise permitted by this Agreement); (vi) (A) reduces the per-day nominal dollar value of any of the delay liquidated damages provisions or the per-percentage shortfall nominal dollar value of any of the performance liquidated damage provisions under the T4 EPC Contract or (B) waives or otherwise releases the T4 EPC Contractor from any liability to pay any such delay or performance liquidated damages which would otherwise be due and owing under the T4 EPC Contract (provided, that a Required EPC Change Order that the T4 EPC Contractor is entitled to under the T4 EPC Contract that modifies a Guaranteed Substantial Completion Date (as defined in the T4 EPC Contract) and that is in compliance with Section 8.12(d)(ii) shall not be deemed to violate this clause (B)); (vii) waives or results in an adverse modification of the specific provisions under the T4 EPC Contract setting forth the terms of default, termination, or suspension or constitutes a waiver by the Borrower of any event has occurred that, with the giving of notice or the lapse of time or both, would entitle the Borrower to terminate the T4 EPC Contract; (viii) except as a result of a Required EPC Change Order, impairs the ability of the Project to satisfy the Minimum Acceptance Criteria or the Performance Guarantees under the T4 EPC Contract; (ix) results in the revocation or adverse modification of any Material Government Approval that could reasonably be expected to (xA) result in a default under, impair the ability of the Project to satisfy the Minimum Acceptance Criteria or a material breach of, any Material Project Document, (y) result the Performance Guarantees under the T4 EPC Contract or to achieve Substantial Completion under and as defined in the revocation, termination or adverse modification of any Material Project Document or (z) adversely affect T4 EPC Contract by the rights of any Borrower Party under any Material Project Document. (c) All representations and warranties of the Borrower, the Project Owner, and the Procurement Sub (prior to the Merger) and the Affiliated Project Parties and, to the Borrower’s knowledge, the other parties thereto, contained in the Material Project Documents are true and correct in all material respects (except to the extent that any such representation or warranty is expressed to be made only as of an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date). (d) All conditions precedent to the obligations of the respective parties under the Material Project Documents have been satisfied, except for such conditions precedent which by their terms cannot be (and are not required to be) met until a later stage in the construction or operation of the Project, and the Borrower has no reason to believe that any such conditions precedent cannot be satisfied prior to the time when such conditions are required to be met pursuant to the applicable Project Document.Term Conversion Date or

Material Project Documents. (a) As of the date hereof Each Material Project Document: (i) all Material Project Documents are set forth in Schedule 5.7 heretoconstitutes the legal, valid, binding and enforceable obligations of each Obligor party to it; and (ii) all Project Documents that have been entered into by the Borroweris in full force and effect, the Project Owner, or the Procurement Sub (prior except to the Merger) or the Affiliated Project Parties but are not Material Project Documents are set forth in Part B of Schedule 5.7 and (iii) each of the Affiliated Project Documents are denoted on Schedule 5.7 with an “*”. Each of the Project Documents set forth in Schedule 5.7 consist only of the original document (including appendices, exhibits, schedules and disclosure letters) and any amendments, waivers or supplements thereto expressly described in the relevant definitions appearing in Schedule 5.7 heretoextent that such circumstances would not, and there are no other amendmentswould not reasonably be expected to, waivers or supplements, written or oral, with respect thereto. The Financing Parties have received a true and complete copy of each Project Document set forth in Schedule 5.7, including all appendices, exhibits, schedules, disclosure letters, amendments, waivers or supplements referred to therein or delivered pursuant thereto, if anyMaterial Adverse Effect. (b) Each All terms of each Material Project Document entered into have been complied with by the Borrower, the Project Owner, or the Procurement Sub relevant Obligor and (prior to the Mergerbest of its knowledge and belief having made due and careful enquiry) the other parties thereto, no notice of any intention to revoke or the Affiliated terminate any Material Project Parties Document has been duly authorizedreceived by any Obligor, executed and delivered by such Person, is in full force and effect and constitutes the legal, valid and binding obligation of such Person, enforceable against such Person neither it nor (and, to the best of its knowledge of the Borrower, each and belief having made due and careful enquiry) any other Material Project Participant) in accordance party thereto has repudiated or disclaimed any liability or obligation thereunder or formally given notice that it does not consider itself bound by or does not intend to comply with its termsany provision thereof, except as to the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (B) the application of general principles of equity (regardless of whether extent that such enforceability is considered in a proceeding at law or in equity). Each of the Borrower, the Project Ownercircumstances would not, and the Procurement Sub (prior to the Merger) and the Affiliated Project Parties, and to the knowledge of the Borrower, each other Material Project Participant, is in compliance in all material respects with the terms and conditions of the Material Project Documents to which it is a party, and no event has occurred that could would not reasonably be expected to, have a Material Adverse Effect. (c) No steps have been taken which are likely to (x) result in a default under, or a material breach of, any Material Project Document, (y) result in lead to the revocation, termination or adverse modification suspension of any Material Project Document Authorisation referred to in Clause 21.6 (Validity and Admissibility in Evidence) or Clause 24.8(c) (zField Operations) adversely affect the rights which has been granted or any variation of any Borrower Party under any Material Project Document. (c) All representations and warranties of the Borrower, the Project Owner, and the Procurement Sub (prior to the Merger) and the Affiliated Project Parties and, to the Borrower’s knowledge, the other parties thereto, contained in the Material Project Documents are true and correct in all material respects (except to the extent that any such representation or warranty is expressed to be made only as of an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date)Authorisation. (d) All conditions precedent An Obligor owns or will at the requisite time own, or has sufficient access to and the obligations right to use, all assets necessary for the use, possession, ownership, exploration, development, construction, operation and/or exploitation of the respective parties under Borrowing Base Assets as contemplated by the Material Project Documents have been satisfied, except for such conditions precedent which by their terms cannot be (and are not required to be) met until a later stage in the construction or operation of the Project, and the Borrower has no reason then-current Banking Case. (e) No Obligor is under any obligation (other than under this Agreement) to believe that create any such conditions precedent cannot be satisfied prior to the time when such conditions are required to be met pursuant to the applicable Project DocumentSecurity over all or any part of a Borrowing Base Asset save for any Permitted Security.