Common use of Project Agreements Clause in Contracts

Project Agreements. The Project Company has delivered to the O&M Contractor true copies of the Project Agreements relevant to this Agreement and the O&M Services. The O&M Contractor represents that it has scrutinised and understands the requirements set forth in the Project Agreements (insofar as such requirements of the Project Agreements apply to the performance of its obligations hereunder). Following the Signature Date, if any of the Project Agreements are amended and provided that such amendment affects the performance of the O&M Services, the Project Company shall promptly provide to the O&M Contractor a true copy of the amended Project Agreement which shall thereafter replace the existing copy of such Project Agreement contained in Schedule 10 (Redacted Project Agreements). Following receipt of such amended Project Agreement, the Parties shall meet to discuss whether such amendment has an impact on the costs and timely performance of the O&M Services and if a variation is required to this Agreement. The O&M Contractor shall not be liable to the Project Company for any breach of this Agreement arising as a result of an amendment to a Project Agreement that was not disclosed to the O&M Contractor in accordance with this Clause. The O&M Contractor shall be responsible for the timely and complete compliance with the requirements in the Project Agreements as disclosed to the O&M Contractor that are applicable to the O&M Services. The O&M Contractor will not be responsible for any requirements stated in the Project Agreements which are irrelevant and not applicable to the O&M Services. The O&M Contractor shall save for the aforesaid, perform the O&M Services and otherwise perform its obligations under this Agreement so that no act or omission by the O&M Contractor shall constitute, cause or contribute to any default in or breach of any of the obligations of the Project Company in the Project Agreements. The O&M Contractor acknowledges that any breach by the O&M Contractor of its obligations under this Agreement may give rise to a liability of the Project Company under the Project Agreements. The O&M Contractor shall notify the Project Company upon becoming aware of any conflict between any term, condition or requirement of this Agreement and that of the Project Agreements. Unless the Project Company instructs otherwise, the more onerous terms, conditions and requirements shall take precedence. The O&M Contractor shall use reasonable efforts to and shall procure that any subcontractor shall use reasonable efforts to employ nationals of the Relevant Jurisdiction in its operations and shall conduct employee-training programmes from time to time for such employees. The O&M Contractor shall use reasonable efforts to and shall procure that any subcontractor shall use reasonable efforts to give preference to the purchase of goods and materials produced in the Relevant Jurisdiction, provided that such goods and materials are of acceptable quality and are available on competitive terms. The O&M Contractor shall and shall procure that any subcontractor shall comply with the requirements set out in Schedule 13 (Local Content Requirements).

Project Agreements. The Project Company has delivered to the O&M Installation Contractor true copies of the Project Agreements relevant to this Agreement and the O&M ServicesWorks or the Installation Contractor. The O&M Installation Contractor represents that it has scrutinised scrutinized and understands the requirements set forth in the Project Agreements (insofar as such requirements of the Project Agreements apply to the performance of its obligations hereunderInstallation Works). Following the Signature Date, if any of the Project Agreements are amended and provided that such amendment affects the performance of the O&M ServicesInstallation Works, the Project Company shall promptly provide to the O&M Installation Contractor a true copy of the amended Project Agreement which shall thereafter replace the existing copy of such Project Agreement contained in Schedule 10 14 (Redacted Project Agreements). Following receipt of such amended Project Agreement, the Parties shall meet to discuss whether such amendment has an impact on the costs cost and timely performance of the O&M Services Installation Works and if a variation Variation is required to this Agreement. The O&M Installation Contractor shall not be liable to the Project Company for any breach of this Agreement arising as a result of an amendment to a Project Agreement that was not disclosed to the O&M Installation Contractor in accordance with this Clause. The O&M Installation Contractor shall be is responsible for the timely and complete compliance with the requirements in the Project Agreements as disclosed to the O&M Installation Contractor that are applicable to the O&M ServicesInstallation Works. The O&M Installation Contractor will is not be responsible for any requirements stated in the Project Agreements which are irrelevant and not applicable to the O&M ServicesInstallation Works. The O&M Installation Contractor shall save for the aforesaid, perform the O&M Services Installation Works and remedy any Defects in the Installation Works and otherwise perform its obligations under this Agreement so that no act or omission by the O&M Installation Contractor shall constitute, cause or contribute to any default in or breach of any of the Project Company's obligations of the Project Company in the Project Agreements. The O&M Installation Contractor acknowledges that any breach by the O&M Installation Contractor of its obligations under this Agreement may give rise to a liability of the Project Company under the Project Agreements. The O&M Installation Contractor shall notify the Project Company upon becoming aware of any conflict between any term, condition or requirement of this Agreement and that of the Project Agreements. Unless the Project Company instructs otherwise, the more onerous terms, conditions and requirements shall take precedence. The O&M Contractor shall use reasonable efforts to and shall procure that any subcontractor shall use reasonable efforts to employ nationals of the Relevant Jurisdiction in its operations and shall conduct employee-training programmes from time to time for such employees. The O&M Contractor shall use reasonable efforts to and shall procure that any subcontractor shall use reasonable efforts to give preference to the purchase of goods and materials produced in the Relevant Jurisdiction, provided that such goods and materials are of acceptable quality and are available on competitive terms. The O&M Contractor shall and shall procure that any subcontractor shall comply with the requirements set out in Schedule 13 (Local Content Requirements).

Project Agreements. (a) The Borrower shall, and shall procure that each other Obligor shall, duly and punctually perform, comply with and observe each of its respective obligations under each Project Company has delivered Agreement to the O&M Contractor true copies of which it is party and use its reasonable endeavours to ensure that each other party to them performs their obligations under the Project Agreements relevant in each case to this Agreement the extent that failure to do so has or may reasonably be expected to have a Material Adverse Effect or a material adverse effect on any Obligor’s ability to perform its obligations under the Project Agreements. (b) The Borrower shall, and the O&M Services. The O&M Contractor represents shall procure that it has scrutinised each other Obligor shall, maintain and understands the requirements set forth in enforce its respective rights under the Project Agreements (insofar as such requirements of in each case to the extent that failure to do so has or may reasonably be expected to have a Material Adverse Effect or a material adverse effect on any Obligor’s ability to perform its obligations under the Project Agreements apply Agreements. (c) If the Borrower and/or any other Obligor has the right to the performance of its obligations hereunder). Following the Signature Date, if any of the Project Agreements are amended and provided that such amendment affects the performance of the O&M Services, the Project Company shall promptly provide to the O&M Contractor terminate a true copy of the amended Project Agreement which shall thereafter replace the existing copy of such Project Agreement contained in Schedule 10 (Redacted Project Agreements). Following receipt of such amended Material Project Agreement, the Parties shall meet to discuss whether such amendment has an impact on the costs and timely performance of the O&M Services and if a variation is required to this Agreement. The O&M Contractor shall not be liable to the Project Company for any breach of this Agreement arising as a result of an amendment to a Project Agreement that was not disclosed to the O&M Contractor in accordance with this Clause. The O&M Contractor shall be responsible for the timely and complete compliance with the requirements in the Project Agreements as disclosed to the O&M Contractor that are applicable to the O&M Services. The O&M Contractor will not be responsible for any requirements stated in the Project Agreements which are irrelevant and not applicable to the O&M Services. The O&M Contractor shall save for the aforesaidBorrower shall, perform the O&M Services and otherwise perform its obligations under this Agreement so that no act or omission by the O&M Contractor shall constitute, cause or contribute to any default in or breach of any of the obligations of the Project Company in the Project Agreements. The O&M Contractor acknowledges that any breach by the O&M Contractor of its obligations under this Agreement may give rise to a liability of the Project Company under the Project Agreements. The O&M Contractor shall notify the Project Company upon becoming aware of any conflict between any term, condition or requirement of this Agreement and that of the Project Agreements. Unless the Project Company instructs otherwise, the more onerous terms, conditions and requirements shall take precedence. The O&M Contractor shall use reasonable efforts to and shall procure that any subcontractor shall use reasonable efforts to employ nationals Obligor shall, (a) not exercise that right without the written consent of the Relevant Jurisdiction Facility Agent (acting on the instructions of the Lenders and K-sure) and (b) exercise that right if so directed by the Facility Agent (acting on the instructions of the Lenders and K-sure) if an Event of Default is continuing, provided that if the Borrower has a right to terminate the Charter and the Charterer is, or would following such termination be, required to pay to the Borrower either a Company Breach Termination Amount or a Non Vessel FM Termination Amount (as each such term is defined in its operations the Charter) in an amount which is sufficient to discharge all Secured Obligations in full and no other Event of Default is continuing) such consent shall conduct employee-training programmes from time not be unreasonably withheld or delayed) and the Borrower may exercise any rights to time for such employees. The terminate a Project Agreement which a O&M Contractor or the Supervisor is party to at any time when that O&M Contractor or Supervisor is being replaced in accordance with this Agreement. (d) The Borrower shall use reasonable efforts to not (and shall procure that no other Obligor shall), without the prior written consent of the Facility Agent (acting on the instructions of the Lenders), permit or agree or consent to: (i) any subcontractor shall use reasonable efforts withdrawal of the Lampung FSRU from service under the Charter at a time when the Borrower is entitled to terminate the Charter (except any suspension of services under clause 26.3(c) of the Charter or when termination is required or permitted under this Agreement) or which entitles the Charterer to terminate, or may reasonably be expected to entitle the Charterer to terminate, the Charter; (ii) save for Permitted Amendments and as otherwise permitted under this Agreement (including under paragraph (e) below), any amendment or variation of, or waiver or release of a party’s obligations or liabilities under, any Project Agreement or the Shareholder Agreement; (iii) save for Permitted Amendments and as otherwise permitted under this Agreement, any variation or series of variations to the Works or any changes to the design or construction of the Project which (either alone or together with all other variations and changes) would or is reasonably likely to materially alter the nature of the Project, the manner in which it operates or the risk profile of the Project; (iv) give a notice under the Charter requiring negotiation of the 50% Acquisitions Terms (as defined in the Charter); (v) except as expressly required under the Finance Documents, the assignment or transfer of a Project Agreement, Environmental Licence or Project Authorisation by the Borrower or any O&M Contractor; (vi) any party to a Project Agreement (other than an Obligor) assigning or transferring that party’s rights or obligations under that Project Agreement except a novation of the Charter pursuant to and in accordance with clause 16.3 of the Charter and provided that the Facility Agent has received a copy of the novated Charter and Charter Guarantee, in each case certified as true by an authorised signatory of the Borrower, duly executed by the parties thereto together with (A) a legal opinion in form satisfactory to the Facility Agent (acting reasonably and upon the advice of its legal counsel) as to the validity and enforceability of the Charter and the Charter Guarantee, the due incorporation of each of the new Charterer and the Charter Guarantor, its power and authority to enter into and perform the Charter and the Charter Guarantee, respectively, and all other documents and instruments to give preference effect to the purchase same and (B) a certified true copy of goods the new PGN L/C (if required by applicable law following novation of the Charter) and materials produced valid Security Interest in respect of the Charter Guarantee and the PGN L/C in the Relevant Jurisdiction, provided that same form as the Project Agreements Assignment or such goods other form as may be agreed and materials are (C) a letter of acceptable quality and are available on competitive terms. The O&M Contractor shall and shall procure that any subcontractor shall comply quiet enjoyment in substantially the same form as the Letter of Quiet Enjoyment duly executed by the new Charterer; or (vii) the termination of a Material Project Agreement or the Shareholders Agreement (unless directed to do so in accordance with the requirements set out in Schedule 13 (Local Content Requirementsclause 24.1(c) above or otherwise required or permitted under this Agreement). (e) Each Lender shall respond promptly to a Borrower’s request to vary the Charter (other than for a Permitted Amendment for which consent shall not be required) and in any event no later than fifteen (15) Business Days (or five (5) Business Days in the case of a variation to the Charter which results in an increase in amounts payable by PGN to the Borrower under the Charter and such variation does not impose any additional materially onerous obligations on the Borrower) from receipt by that Lender of notice from the Borrower or the Facility Agent of the proposed variation. If a Lender or the Facility Agent fails to respond to the Borrower within such fifteen (15) day period (or, as the case may be, five (5) day period) then such Lender or the Facility Agent on behalf of the Lenders, as the case may be shall be deemed to have consented to such variation (including any consent required under clause 24.1(d)).

Project Agreements. The Supplier shall provide the Project Company with a visual inspection of the PV System at the PV System Acceptance Point. The Supplier acknowledges that it has delivered to the O&M Contractor true copies been provided with redacted forms of the Project Agreements relevant to this Agreement and the O&M ServicesAgreements. The O&M Contractor Supplier represents that it has scrutinised and understands the requirements set forth in the Project Agreements (insofar as such requirements of the Project Agreements apply to the performance of its obligations hereunderSupply Works). Following the Signature Date, if any of the Project Agreements are amended and provided that such amendment affects the performance of the O&M ServicesSupply Works, the Project Company shall promptly provide to the O&M Contractor Supplier a true copy of the amended Project Agreement which shall thereafter replace the existing copy of such Project Agreement contained in Schedule 10 (Redacted Project Agreements)provided to the Supplier. Following receipt of such amended Project Agreement, the Parties shall meet to discuss whether such amendment has an impact on the costs and timely performance of the O&M Services Supply Works and if a variation Variation is required to this Agreement. The O&M Contractor Supplier shall not be liable to the Project Company for any breach of this Agreement arising as a result of an amendment to a Project Agreement that was not disclosed to the O&M Contractor Supplier in accordance with this Clauseclause. The O&M Contractor Supplier shall be responsible for the timely and complete compliance with the requirements in the Project Agreements as disclosed to the O&M Contractor Supplier that are applicable to the O&M ServicesSupply Works. The O&M Contractor will Supplier is not be responsible for any requirements stated in the Project Agreements which are irrelevant and not applicable to the O&M ServicesSupply Works. The O&M Contractor Supplier shall save for the aforesaid, perform the O&M Services Supply Works and remedy any Defects in the Supply Works and otherwise perform its obligations under this Agreement so that no act or omission by the O&M Contractor Supplier shall constitute, cause or contribute to any default in or breach of any of the Project Company's obligations of the Project Company in the Project Agreements. The O&M Contractor Supplier acknowledges that any breach by the O&M Contractor Supplier of its obligations under this Agreement may give rise to a liability of the Project Company under the Project Agreements. The O&M Contractor Supplier shall notify the Project Company upon becoming aware of any conflict between any term, condition or requirement of this Agreement and that of the Project Agreements. Unless the Project Company instructs otherwise, the more onerous terms, conditions and requirements shall take precedence. The O&M Contractor shall use reasonable efforts to and shall procure that any subcontractor shall use reasonable efforts to employ nationals of the Relevant Jurisdiction in its operations and shall conduct employee-training programmes from time to time for such employees. The O&M Contractor shall use reasonable efforts to and shall procure that any subcontractor shall use reasonable efforts to give preference to the purchase of goods and materials produced in the Relevant Jurisdiction, provided that such goods and materials are of acceptable quality and are available on competitive terms. The O&M Contractor shall and shall procure that any subcontractor shall comply with the requirements set out in Schedule 13 (Local Content Requirements).

Project Agreements. The Project Company Supplier acknowledges that it has delivered to the O&M Contractor true copies been provided with redacted forms of the Project Agreements relevant to this Agreement and the O&M ServicesAgreements. The O&M Contractor Supplier represents that it has scrutinised and understands the requirements set forth in the Project Agreements (insofar as such requirements of the Project Agreements apply to the performance of its obligations hereunderSupply Works). Following the Signature Date, if any of the Project Agreements are amended and provided that such amendment affects the performance of the O&M ServicesSupply Works, the Project Company shall promptly provide to the O&M Contractor Supplier a true redacted copy of the amended Project Agreement which shall thereafter replace the existing copy of such Project Agreement contained in Schedule 10 (Redacted Project Agreements)provided to the Supplier. Following receipt of such amended Project Agreement, the Parties shall meet to discuss whether such amendment has an impact on the costs and timely performance of the O&M Services Supply Works and if a variation Variation is required to this Agreement. The O&M Contractor Supplier shall not be liable to the Project Company for any breach of this Agreement arising as a result of an amendment to a Project Agreement that was not disclosed to the O&M Contractor Supplier in accordance with this Clauseclause. The O&M Contractor Supplier shall be responsible for the timely and complete compliance with the requirements in the Project Agreements as disclosed to the O&M Contractor Supplier that are applicable to the O&M ServicesSupply Works. The O&M Contractor will Supplier is not be responsible for any requirements stated in the Project Agreements which are irrelevant and not applicable to the O&M ServicesSupply Works. The O&M Contractor Supplier shall save for the aforesaid, perform the O&M Services Supply Works and remedy any Defects in the Supply Works and otherwise perform its obligations under this Agreement so that no act or omission by the O&M Contractor Supplier shall constitute, cause or contribute to any default in or breach of any of the Project Company's obligations of the Project Company in the Project Agreements. The O&M Contractor Supplier acknowledges that any breach by the O&M Contractor Supplier of its obligations under this Agreement may give rise to a liability of the Project Company under the Project Agreements. The O&M Contractor Supplier shall notify the Project Company upon becoming aware of any conflict between any term, condition or requirement of this Agreement and that of the Project Agreements. Unless the Project Company instructs otherwise, the more onerous terms, conditions and requirements shall take precedence. The O&M Contractor shall use reasonable efforts to and shall procure that any subcontractor shall use reasonable efforts to employ nationals of the Relevant Jurisdiction in its operations and shall conduct employee-training programmes from time to time for such employees. The O&M Contractor shall use reasonable efforts to and shall procure that any subcontractor shall use reasonable efforts to give preference to the purchase of goods and materials produced in the Relevant Jurisdiction, provided that such goods and materials are of acceptable quality and are available on competitive terms. The O&M Contractor shall and shall procure that any subcontractor shall comply with the requirements set out in Schedule 13 (Local Content Requirements).