Project Co represents and warrants for the benefit of the State (except as to matters notified by it to the State and accepted by the State in writing) that:
(a) (power to execute and perform): it has the power to execute, deliver and perform its obligations under the Project Documents and all necessary action has been taken to authorise that execution, delivery and performance;
(b) (legality): the execution, delivery and performance of its obligations under each Project Document to which it is a party does not and will not violate any Law, or any document or agreement to which it is a party or which is binding on it or any of its assets;
(c) (validity): each of its obligations under each Project Document is valid and legally binding on it in accordance with its terms;
(d) (registration): it is duly registered, properly constituted and remains in existence;
(e) (necessary licences): it holds and will continue to hold all licences, registrations, accreditations and certifications that it is required by Law to hold in order to lawfully execute, deliver and perform its obligations under the Project Documents to which it is a party;
(f) (no trust relationship): unless otherwise expressly stated or permitted in this Deed, it is not the trustee or Responsible Entity of any trust nor does it hold any property subject to or impressed by any trust;
(g) (no subsidiaries): it has no subsidiaries;
(h) (no Tax consolidation): it is not part of any Tax consolidation arrangement contemplated by the Income Tax Assessment Act 1997 (Cth) or GST grouping arrangement contemplated by the GST Law, except with the consent of the State;
(i) (no trading): it has not traded since its incorporation, other than for the purposes of entering into the Project Documents and has no liabilities other than those that have arisen as a consequence of entering into the Project Documents;
(j) (no material change): except as expressly disclosed to the State in such detail as the State requires (and by specific reference to this clause 51.2(j)), there has been no material change in the financial condition of Project Co (since its incorporation) or any other Group Member, the Equity Investors, the Management Services Contractor, the Key Subcontractors or the Significant Subcontractors (since the date of their last audited accounts) which would prejudice the ability of Project Co to perform its obligations under the Project Documents;
(k) (information true and correct): all information that has been provided to the State is true and correct at the time it was provided to the State;
(l) (material facts): it is not aware of any material facts or circumstances that have not been disclosed to the State that may have a material adverse effect on Project Co's ability to meet its obligations under the State Project Documents;
(m) (disclosure prior to the Project Deed): it is not aware of any material facts or circumstances that have not been disclosed to the State as at the date of this Deed and which had they been disclosed, may have made a prudent person in the State's position, considering whether or not to enter into the State Project Documents, determine not to enter into the State Project Documents; and
(n) (no other security interests): none of its assets are subject to any Encumbrance other than a Permitted Encumbrance.