the legislative and regulatory framework applicable to the energy sector in the territory of the Borrower shall have been amended, suspended, abrogated, repealed or waived in a manner other than as approved by the Bank in writing;

the Statute of the Project Entity shall have been amended, suspended, abrogated, repealed or waived;

the Project Entity shall have failed to perform any of its obligations under the Project Agreement; or

the ownership of the Project Entity is transferred to any other party than the City, unless the Bank has given its prior written approval to such transfer.