Project Events. (a) Prior to the Construction Completion Date, the Project Works are suspended for a continuous period in excess of forty five (45) days, other than (i) during a period of scheduled cessation of the Project Works, or (ii) as approved by the Senior Agent, or (iii) as result of a Force Majeure Event, in which case Clause 20.21 (Force Majeure) shall apply. (b) Following the Construction Completion Date, the Project Facilities are shutdown for consecutive periods in aggregate in excess of sixty (60) days in any twelve (12) months period, other than (i) during a period of scheduled cessation of operations or (ii) as approved by the Senior Agent or (iii) as result of a Force Majeure Event, in which case Clause 20.21 (Force Majeure) shall apply. (c) The Borrower, the EPC Contractor, the Operator or the LTSA Contractor, as applicable, shall cease to have: (i) the right to use the Site under, and in accordance with the terms of, the Land Lease Agreement or, for so long as the Energy Center is held by the Borrower, the right to use the Energy Center Site under and in accordance with the terms of the Energy Center Land Lease Agreement; (ii) good title to, or freedom to use under any Applicable Laws, any other assets (including, but not limited to, intellectual property rights) necessary, customary or desirable to implement the Project in accordance with the Transaction Documents, (iii) good and marketable title to all assets reflected in its latest audited financial statement, and (iv) any easement, wayleaves or other rights necessary, in order to implement the Project in accordance with the Transaction Documents; in each case free from Security Interests (other than any Permitted Security Interest), restrictions and onerous covenants. (d) Any Person (including any Government Authority) shall have initiated any action, suit or proceeding with respect to the Borrower’s right, title and interest in and to the Project. (e) The Electricity Legislation is amended in a manner which in the opinion of the Senior Agent has or would be likely to result in a Material Adverse Effect. (f) At any time the Finance Support Rules are no longer in effect with respect to the Borrower or the Senior Finance Parties, and no similar rules satisfactory to the Senior Agent are in place.
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Project Events. (a) Prior to the Construction Completion Date, the The Project Works are suspended for a continuous period of 15 days or periods in aggregate in excess of forty five 30 days (45) days, other than (i) during a period of scheduled cessation of the Project Works, or (ii) as approved by the Senior Agent, or (iii) as result of a Force Majeure Eventexcluding, in which case Clause 20.21 (Force Majeure) shall applyeach case, Sundays and bank holidays).
(b) Following the Construction Completion Date, the The Project Facilities are shutdown shut down for consecutive periods in aggregate in excess of sixty (60) 30 days in any twelve (12) months 12 month period, other than (i) during a period of scheduled cessation of operations or (ii) as approved by the Senior Agent or (iii) as result of a Force Majeure Event, in which case Clause 20.21 (Force Majeure) shall apply.
(c) The BorrowerCompany, the EPC Contractorwhere relevant, the Operator does not have, or the LTSA Contractor, as applicable, shall cease ceases to have:
(i) the right to use the Site under, and in accordance with the terms of, the Land Lease Agreement or, for so long as the Energy Center is held by the Borrower, the right to use the Energy Center Site under and in accordance with the terms of the Energy Center Land Lease Agreement;
(ii) good title to, or freedom to use under any Applicable Lawsapplicable laws, the Site and any other assets (including, but not limited to, intellectual property rights) necessary, customary or desirable to implement the Project in accordance with the Transaction Documents,;
(iiiii) good and marketable title to all assets reflected in its latest audited financial statement, statements; and
(iviii) access to:
(A) the Site;
(B) any buildings or fixtures on the Site; or
(C) any easement, wayleaves or other rights necessary, customary or desirable in order to implement the Project in accordance with the Transaction Documents; , in each case free from Security Interests (other than any Permitted Security InterestInterest permitted under this Agreement), restrictions and onerous covenants.
(d) Any Person (including Force Majeure Event occurs which might reasonably be expected to result in any Government Authority) shall have initiated person terminating any action, suit or proceeding with respect to the Borrower’s right, title and interest in and to the ProjectProject Document.
(e) The Electricity Legislation Project Facilities are damaged and the cost of rectifying or repairing the damage is amended in a manner which in the opinion of the Senior Agent has or would be likely to result in a Material Adverse Effectexceed USD 7,500,000.
(f) At any time There is a Partial Delivery Failure during the Finance Support Rules are no longer Operating Period and the Company is unable to pass the relevant tests under clause 15 of the Water Purchase Agreement in effect with respect order to determine whether the Borrower or Company is capable of providing the Senior Finance PartiesBase Flow of Treated Water within 60 days of the issuance of a Temporary Warning Order by the Government of the Virgin Islands.
(g) There is a Total Delivery Failure during the Operating Period and the Company is unable, and no similar rules satisfactory to pass the Senior Agent are relevant tests under clause 15 of Water Purchase Agreement in placeorder to determine whether the Company is capable of providing the Base Flow of Treated Water within 20 days of the issuance of a Temporary Warning Order by the Government of the Virgin Islands.
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