Common use of Commercial Operation Date Clause in Contracts

Commercial Operation Date. (a) Subject to the provisions of Sections 3.1(c) through 3.1(f), Seller shall achieve the Commercial Operation Date by the Guaranteed Delivery Term Start Date. (b) Seller shall provide Buyer with written notice of the achievement of the Commercial Operation Date within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such achievement has occurred. Seller acknowledges that Buyer will receive such notice solely for information purposes, and Buyer shall have no responsibility or liability for the development, construction, operation or maintenance of the Hydro-Québec Power Resources or any Transmission System or New Transmission Facilities. (c) To the extent U.S. Transmission Provider elects to extend the deadline for the TSA Commercial Operation Date in accordance with the TSA, the Guaranteed Delivery Term Start Date hereunder shall be extended by such period(s), without additional Credit Support required by Seller under this Agreement. (d) To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents Seller from achieving the Commercial Operation Date by the Guaranteed Delivery Term Start Date, the Guaranteed Delivery Term Start Date hereunder shall be extended for the duration of the Force Majeure event, as contemplated by Section 10.1, without additional Credit Support required by Seller under this Agreement or any liability to Seller under this Section 3.1(d), but under no circumstances shall such extension exceed twelve (12) months. Without duplication, to the extent a Force Majeure event pursuant to Section 15.1 of the TSA not attributable to any action or omission of Seller or any of its Affiliates has occurred that prevents U.S. Transmission Provider from achieving the TSA Commercial Operation Date by the applicable Critical Milestone (as defined in the TSA) date, the Guaranteed Delivery Term Start Date shall be extended by such period(s) provided under the TSA, as contemplated by Section 10.1, without additional Credit Support required by, or any liability to, Seller under this Agreement, but under no circumstances shall such extension exceed twelve (12) months. (e) In the event that the TSA Commercial Operation Date is extended due to a Regulatory Approval Delay in accordance with Section 4.1(e) of the TSA, the Guaranteed Delivery Term Start Date hereunder shall be extended by such period(s) provided under the TSA, subject to reduction of the extension, as provided in Section 4.1(e) of the TSA, without additional Credit Support required by Seller under this Agreement. (f) To the extent Seller is prevented from achieving the Commercial Operation Date by the Guaranteed Delivery Term Start Date due to a Transmission Delay, the Guaranteed Delivery Term Start Date hereunder shall be extended for the duration of the Transmission Delay, without additional Credit Support required by Seller under this Agreement. Buyer shall be entitled to the remedies provided under the TSA with regard to any such Transmission Delay, and Seller shall have no liability to Buyer for Delay Damages solely as a result of any Owner Delay or Concurrent Delay (each as defined in the TSA). (g) The Parties agree that time is of the essence with respect to the achievement of the Commercial Operation Date and is part of the consideration to Buyer in entering into this Agreement. (h) Nothing in this Section 3.1 shall be construed to limit or otherwise modify any of the obligations of U.S. Transmission Provider under the TSA or the remedies to which Buyer may otherwise be entitled under the TSA or the express terms of this Agreement.

Commercial Operation Date. (a) Subject Seller shall cause the Commercial Operation Date to occur no later than December 31, 2001 (the "Anticipated Commercial Operation Date"). If the Commercial Operation Date has not occurred by December 31, 2001, for any reason whatsoever, including without limitation the continued existence of, or delay caused by, a Force Majeure event affecting Seller (other than any delay caused by, an inability of Seller to obtain Natural Gas for the testing or operation of the Facility, or by any act or failure to act by ▇▇▇▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇▇, where such action is required under this Agreement), ▇▇▇▇▇▇▇▇ shall (notwithstanding anything in this Agreement or otherwise to the provisions of Sections 3.1(ccontrary except this Section 2.2(a)) through 3.1(f)have the absolute right to terminate this Agreement upon written notice to Seller without any liability or responsibility [*]. [*] (b) In the event Seller qualifies for the [*] Option but the Commercial Operation Date is not achieved by June 30, 2002, (i) Seller shall may elect to extend its obligation to achieve the Commercial Operation Date up to and including June 30, 2003 by paying ▇▇▇▇▇▇▇▇ the Guaranteed Delivery Term Start Date. amounts, and in accordance with the procedures, specified in Section 2.2(c) and (bii) Seller shall provide Buyer with written notice pay to ▇▇▇▇▇▇▇▇ an amount equal to the lesser of (x) any actual damages ▇▇▇▇▇▇▇▇ suffers or incurs after June 30, 2002 as the achievement result of ▇▇▇▇▇▇▇▇' reliance upon the delivery by such date of Unforced Capacity, Ancillary Services and Fuel Conversion Services hereunder, to the extent said damages cannot be mitigated fully, and (y) [*]. Seller agrees that the damages ▇▇▇▇▇▇▇▇ may suffer under these circumstances will be any and all reasonable costs incurred by ▇▇▇▇▇▇▇▇ in excess of costs that would have been incurred had the Commercial Operation Date within seven (7) days after that achievementoccurred on or before December 31, which notice shall include information demonstrating with reasonable specificity that such achievement has occurred. Seller acknowledges that Buyer will receive such notice solely for information purposes, and Buyer shall have no responsibility or liability for the development, construction, operation or maintenance of the Hydro-Québec Power Resources or any Transmission System or New Transmission Facilities2001. (c) To In the extent U.S. Transmission Provider elects to extend the deadline event Seller qualifies for the TSA [*] Option or elects the First Paid Extension Option, if the Commercial Operation Date in accordance with has not occurred by June 30, 2002, (the TSA"Final CO Date") for any reason whatsoever (other than as a result of an inability of Seller to obtain Natural Gas for the testing or operation of the Facility, the Guaranteed Delivery Term Start Date hereunder shall be extended or any act or failure to act by ▇▇▇▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇▇, where such period(s), without additional Credit Support action is required by Seller under this Agreement. (d) To ), including without limitation the extent continued existence of or delay caused by a Force Majeure event pursuant to Section 10.1 has occurred that prevents Seller from achieving the Commercial Operation Date by the Guaranteed Delivery Term Start Dateaffecting Seller, the Guaranteed Delivery Term Start Date hereunder ▇▇▇▇▇▇▇▇ shall be extended for the duration of the Force Majeure event, as contemplated by Section 10.1, without additional Credit Support required by Seller under (notwithstanding anything contained in this Agreement or otherwise to the contrary) have the absolute right to terminate this Agreement upon written notice to Seller without any liability to Seller under or responsibility, provided, however, that notwithstanding the preceding provisions of this Section 3.1(d)sentence, but under no circumstances shall such extension exceed twelve (12) months. Without duplication, to the extent a Force Majeure event pursuant to Section 15.1 of the TSA not attributable to any action or omission of Seller or any of its Affiliates has occurred that prevents U.S. Transmission Provider from achieving the TSA Commercial Operation Date by the applicable Critical Milestone (as defined in the TSA) date, the Guaranteed Delivery Term Start Date shall be extended by such period(s) provided under the TSA, as contemplated by Section 10.1, without additional Credit Support required by, or any liability to, Seller under this Agreement, but under no circumstances shall such extension exceed twelve (12) months. (e) In the event that the TSA Commercial Operation Date is extended due to a Regulatory Approval Delay in accordance with Section 4.1(e) of the TSA, the Guaranteed Delivery Term Start Date hereunder shall be extended by such period(s) provided under the TSA, subject to reduction of the extension, as provided in Section 4.1(e) of the TSA, without additional Credit Support required by Seller under this Agreement. (f) To the extent Seller is prevented from achieving the Commercial Operation Date by the Guaranteed Delivery Term Start Date due to a Transmission Delay, the Guaranteed Delivery Term Start Date hereunder shall be extended for the duration of the Transmission Delay, without additional Credit Support required by Seller under this Agreement. Buyer shall be entitled to the remedies provided under the TSA with regard to any such Transmission Delay, and Seller shall have no liability the right to Buyer for Delay Damages solely as a result of any Owner Delay or Concurrent Delay (each as defined in extend the TSA). (g) The Parties agree that time is Final CO Date to and including June 30, 2003 by giving ▇▇▇▇▇▇▇▇ written notice of the essence with respect estimated extension required no later than April 30, 2002 and paying to ▇▇▇▇▇▇▇▇ the achievement amount of [*]/Day for each of the Commercial Operation Date first 60 Days beyond June 30, 2002, [*]/Day for each Day of delay between and is part including 61 and 120 Days after June 30, 2002; and [*]/Day for each Day of delay between and including 121 and 365 Days after June 30, 2002 (the consideration to Buyer in entering into this Agreement. (h) Nothing in this Section 3.1 shall be construed to limit or otherwise modify any of the obligations of U.S. Transmission Provider under the TSA or the remedies to which Buyer may otherwise be entitled under the TSA or the express terms of this Agreement."Second Paid Extension Option"

Commercial Operation Date. The Commercial Operation Date of the Facility shall be the Business Day following the Proclamation by the President of the Republic of Mauritius that the Facility has been found fit for commercial operation, in compliance with the Electricity Act 1939. In the event the Electricity Act 2005 is proclaimed by the President of the Republic of Mauritius before the SCOD, CEB shall issue a Commercial Operation Certificate to Seller stating the date of the commercial operation of the Project (a“Commercial Operation Date” or “COD”) which shall be the Business Day following the issuance of the Commercial Operation Certificate. Damages for Delay Subject to the provisions of Sections 3.1(c) through 3.1(f)Clause 8.3, if COD does not occur prior to the Scheduled Commercial Operation Date, unless the delay is on account of reasons solely attributable to CEB or due to Force Majeure or due to Government Instrumentality provided that the Independent Engineer has issued the Completion Certificate in accordance with Clause 9.2 on or before the SCOD, Seller shall achieve pay Damages to CEB in a sum calculated at the Commercial Operation Date by the Guaranteed Delivery Term Start Date. rate of 1% (bone per cent) Seller shall provide Buyer with written notice of the achievement amount of the Commercial Operation Date within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such achievement has occurredDevelopment Security for delay of each day until COD is achieved. Seller acknowledges that Buyer will receive such notice solely for information purposes, and Buyer shall have no responsibility or liability for the development, construction, operation or maintenance of the Hydro-Québec Power Resources or any Transmission System or New Transmission Facilities. (c) To the extent U.S. Transmission Provider elects to extend the deadline for the TSA Commercial Operation Date in accordance with the TSA, the Guaranteed Delivery Term Start Date hereunder The said Damages shall be extended by such period(s), without additional Credit Support required by Seller under this Agreement. (d) To appropriated from the extent Development Security progressively on a Force Majeure event pursuant to Section 10.1 has occurred that prevents Seller from achieving the Commercial Operation Date by the Guaranteed Delivery Term Start Date, the Guaranteed Delivery Term Start Date hereunder shall be extended for the duration of the Force Majeure event, as contemplated by Section 10.1, without additional Credit Support required by Seller under this Agreement or any liability to Seller under this Section 3.1(d), but under no circumstances shall such extension exceed twelve (12) monthsmonthly basis. Without duplication, to the extent a Force Majeure event pursuant to Section 15.1 of the TSA not attributable to any action or omission of Seller or any of its Affiliates has occurred that prevents U.S. Transmission Provider from achieving the TSA Commercial Operation Date by the applicable Critical Milestone (as defined in the TSA) date, the Guaranteed Delivery Term Start Date shall be extended by such period(s) provided under the TSA, as contemplated by Section 10.1, without additional Credit Support required by, or any liability to, Seller under this Agreement, but under no circumstances shall such extension exceed twelve (12) months. (e) In the event that the TSA Commercial Operation Date COD is extended due not achieved within 60 days from the SCOD, unless any delay is on account of reasons solely attributable to a Regulatory Approval Delay Government Instrumentality provided that the Independent Engineer has issued the Completion Certificate in accordance with Section 4.1(e) of Clause 9.2 on or before the TSASCOD, the Guaranteed Delivery Term Start Date hereunder same shall be extended by such period(s) provided under the TSA, subject to reduction of the extension, as provided in Section 4.1(e) of the TSA, without additional Credit Support required by constitute a Seller under this Agreement. (f) To the extent Seller is prevented from achieving the Commercial Operation Date by the Guaranteed Delivery Term Start Date due to a Transmission Delay, the Guaranteed Delivery Term Start Date hereunder shall be extended for the duration of the Transmission Delay, without additional Credit Support required by Seller under this Agreement. Buyer Default and CEB shall be entitled to terminate the remedies provided under Agreement and to encash the TSA entire Development Security in accordance with regard to any such Transmission Delay, Clause 16.1.2 and appropriate the proceeds thereof. Seller shall have no liability deliver to Buyer CEB the final as-built drawings and copies of all equipment related certificates for Delay Damages solely as a result of any Owner Delay or Concurrent Delay the Facility together with 2 (each as defined in the TSA). (gtwo) The Parties agree that time is copies of the essence with respect to final operation and maintenance manuals for the achievement of Facility in electronic format no later than 1 (one) month after the Commercial Operation Date and is part of the consideration to Buyer in entering into this AgreementDate. (h) Nothing in this Section 3.1 shall be construed to limit or otherwise modify any of the obligations of U.S. Transmission Provider under the TSA or the remedies to which Buyer may otherwise be entitled under the TSA or the express terms of this Agreement.

Commercial Operation Date. (a) Subject Seller shall achieve the Commercial Operation Date on or before the Guaranteed Commercial Operation Date. The Guaranteed Commercial Operation Date shall be extended, on a day-for-day basis to the provisions of Sections 3.1(cextent Seller is actually, demonstrably and unavoidably delayed in achieving the Commercial Operation Date due to (i) through 3.1(f)the failure by any Buyer to perform any covenant or obligation under this Agreement, or (ii) Force Majeure. (b) If Seller shall fails to achieve the Commercial Operation Date by the Guaranteed Delivery Term Start Date. Commercial Operation Date (b) as may be extended pursuant to Section 3.4(a)), Seller shall provide pay to each Buyer with written notice liquidated damages in an amount equal to such Buyer’s proportionate share, based on each Buyer’s Percentage of Facility Output, of the achievement aggregate amount payable to Buyers. The amount of liquidated damages shall be calculated as (i) the number of days between the Guaranteed Commercial Operation Date and the date upon which either (A) the Commercial Operation Date within seven is achieved, (7B) days the applicable Buyer withdraws (without penalty to such Buyer) from this Agreement pursuant to Section 2.3, or (C) this Agreement is terminated by Buyers pursuant to Section 2.3, as applicable, multiplied by (ii) [ ] Dollars ($[ ]) (the “Daily Delay Damages”). Daily Delay Damages shall be due and payable in weekly installments for the amounts thereof accrued during the previous week, beginning on the 7th day following the first day after that achievement, which notice shall include information demonstrating with reasonable specificity that such achievement has occurredthe Guaranteed Commercial Operation Date. Seller acknowledges that Buyer will receive shall continue to make such notice solely for information purposespayments of Daily Delay Damages until the Commercial Operation Date is achieved, at which ▇▇▇▇ ▇▇▇▇▇▇ shall pay all previously accrued and Buyer shall have no responsibility or liability for the development, construction, operation or maintenance of the Hydro-Québec Power Resources or any Transmission System or New Transmission Facilitiesunpaid Daily Delay Damages. (c) To In no event shall the extent U.S. Transmission Provider elects to extend the deadline for the TSA Commercial Operation Date in accordance with the TSA, the Guaranteed Delivery Term Start Date hereunder shall be extended beyond the Outside Commercial Operation Date, which date shall not be subject to extension except by such period(s), without additional Credit Support required by Seller under this Agreementmutual agreement of the Parties. (d) To the extent a Force Majeure event pursuant The damages that Buyers would incur due to Section 10.1 has occurred that prevents Seller from achieving Seller’s failure to timely achieve the Commercial Operation Date by the Guaranteed Delivery Term Start Date, the Guaranteed Delivery Term Start Date hereunder shall be extended for the duration of the Force Majeure event, as contemplated by Section 10.1, without additional Credit Support required by Seller under this Agreement or any liability to Seller under this Section 3.1(d), but under no circumstances shall such extension exceed twelve (12) months. Without duplication, to the extent a Force Majeure event pursuant to Section 15.1 of the TSA not attributable to any action or omission of Seller or any of its Affiliates has occurred that prevents U.S. Transmission Provider from achieving the TSA Commercial Operation Date by would be difficult or impossible to predict with certainty, and it is impractical or difficult to assess actual damages in those circumstances, but the applicable Critical Milestone (as defined in the TSA) dateDaily Delay Damages are a fair and reasonable calculation of such damages, the Guaranteed Delivery Term Start Date and shall be extended by such period(s) provided under the TSASeller’s sole liability and obligation, as contemplated by Section 10.1and Buyers’ sole right and remedy, other than withdrawal without additional Credit Support required bypenalty from, or any liability totermination of, Seller under this Agreement, but under no circumstances shall such extension exceed twelve (12) months. (e) In the event that the TSA Commercial Operation Date is extended due for Seller’s failure to a Regulatory Approval Delay in accordance with Section 4.1(e) of the TSA, the Guaranteed Delivery Term Start Date hereunder shall be extended by such period(s) provided under the TSA, subject to reduction of the extension, as provided in Section 4.1(e) of the TSA, without additional Credit Support required by Seller under this Agreement. (f) To the extent Seller is prevented from achieving achieve the Commercial Operation Date by the Guaranteed Delivery Term Start Commercial Operation Date due to a Transmission Delaytherefor. Notwithstanding the foregoing, the Guaranteed Delivery Term Start Date hereunder Daily Delay Damages shall be extended for the duration of the Transmission Delay, without additional Credit Support required by Seller not limit any Buyer’s right to exercise any right or remedy available under this Agreement. Buyer shall be entitled to the remedies provided under the TSA with regard to Agreement or at law or in equity for any such Transmission DelayDefault occurring concurrently with, and Seller shall have no liability to Buyer for Delay Damages solely as a result of any Owner Delay before or Concurrent Delay (each as defined after Seller’s delay in the TSA). (g) The Parties agree that time is of the essence with respect to the achievement of the Commercial Operation Date and is part of Date, or in connection with any termination for failure to achieve the consideration to Buyer in entering into this AgreementCommercial Operation by the Outside Commercial Operation Date. (h) Nothing in this Section 3.1 shall be construed to limit or otherwise modify any of the obligations of U.S. Transmission Provider under the TSA or the remedies to which Buyer may otherwise be entitled under the TSA or the express terms of this Agreement.

Commercial Operation Date. 5.5.1 The Seller shall give the Buyer no less than sixty (60) days’ prior written notice of its intention to issue the Notice of Commencement of Facility in the form of Schedule 2 Part 5 (Form of Notice of Commencement of Facility). 5.5.2 The Seller may not issue the Notice of Commencement of facility: (a) Subject earlier than the day before the Scheduled COD; (b) until the Seller has demonstrated to the provisions Independent Engineer that the Facility is compliant with the Codes; (c) until Seller has obtained written confirmation from the Independent Engineer that the Facility complies with the Codes; (d) until NERSA, or any person nominated by NERSA for such purpose, has issued to the Seller a notification of Sections 3.1(cthe Facility’s compliance with the Codes; and (e) through 3.1(funtil the Distributor has provided written confirmation to the Seller certifying that the Facility may be connected to the System for the purposes of delivering Commercial Energy. 5.5.3 Following compliance with Clause 5.5.1 and Clause 5.5.2 and upon the Independent Engineer ascertaining the Facility Completion and receipt of the relevant Facility Completion Form pursuant to Clause 5.3 (Facility Completion and Commissioning), the Seller shall achieve issue the Notice of Commencement of Facility to the Buyer within two (2) Business Days of the delivery of the relevant Facility Completion Form, which notice shall be in the form of Schedule 2 Part 5 (Notice of Commencement of Facility). 5.5.4 If the Facility has achieved Facility Completion in terms of Clause 5.3 (Facility Completion and Commissioning) and the Achieved Capacity is equal to or greater than the Contracted Capacity, then: (a) for the purposes of this Agreement, the power output of the Facility shall be limited to the Contracted Capacity, and only Energy Output that is generated from the Contracted capacity shall be subject to this Agreement; (b) the Seller shall deliver to the Buyer a Notice of Commencement of Facility, following which the Commercial Operation Date by will be the Guaranteed Delivery Term Start Date. (b) first day starting at 00:00 hours following the day upon which the Buyer receives from the Seller shall provide Buyer with written notice such Notice of the achievement Commencement of the Commercial Operation Date within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such achievement has occurred. Seller acknowledges that Buyer will receive such notice solely for information purposes, and Buyer shall have no responsibility or liability for the development, construction, operation or maintenance of the Hydro-Québec Power Resources or any Transmission System or New Transmission Facilities.Facility; and (c) To the extent U.S. Transmission Provider elects Seller shall not be entitled to extend increase the deadline for installed Capacity of the TSA Commercial Operation Date in accordance with Facility beyond the TSA, the Guaranteed Delivery Term Start Date hereunder shall be extended by such period(s), without additional Credit Support required by Seller under this Agreement. (d) To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents Seller from achieving Contracted Capacity installed at the Commercial Operation Date by the Guaranteed Delivery Term Start Date, the Guaranteed Delivery Term Start Date hereunder shall be extended for the duration of the Force Majeure event, as contemplated by Section 10.1, without additional Credit Support required by Seller under this Agreement or date at any liability to Seller under this Section 3.1(d), but under no circumstances shall such extension exceed twelve (12) months. Without duplication, to the extent a Force Majeure event pursuant to Section 15.1 of the TSA not attributable to any action or omission of Seller or any of its Affiliates has occurred that prevents U.S. Transmission Provider from achieving the TSA Commercial Operation Date by the applicable Critical Milestone (as defined time in the TSA) date, the Guaranteed Delivery Term Start Date shall be extended by such period(s) provided under the TSA, as contemplated by Section 10.1, without additional Credit Support required by, or any liability to, Seller under this Agreement, but under no circumstances shall such extension exceed twelve (12) monthsfuture. (e) In the event that the TSA Commercial Operation Date is extended due to a Regulatory Approval Delay in accordance with Section 4.1(e) of the TSA, the Guaranteed Delivery Term Start Date hereunder shall be extended by such period(s) provided under the TSA, subject to reduction of the extension, as provided in Section 4.1(e) of the TSA, without additional Credit Support required by Seller under this Agreement. (f) To the extent Seller is prevented from achieving the Commercial Operation Date by the Guaranteed Delivery Term Start Date due to a Transmission Delay, the Guaranteed Delivery Term Start Date hereunder shall be extended for the duration of the Transmission Delay, without additional Credit Support required by Seller under this Agreement. Buyer shall be entitled to the remedies provided under the TSA with regard to any such Transmission Delay, and Seller shall have no liability to Buyer for Delay Damages solely as a result of any Owner Delay or Concurrent Delay (each as defined in the TSA). (g) The Parties agree that time is of the essence with respect to the achievement of the Commercial Operation Date and is part of the consideration to Buyer in entering into this Agreement. (h) Nothing in this Section 3.1 shall be construed to limit or otherwise modify any of the obligations of U.S. Transmission Provider under the TSA or the remedies to which Buyer may otherwise be entitled under the TSA or the express terms of this Agreement.

Commercial Operation Date. (ai) Subject The Commercial Operation Date with respect to Gateway Expansion II shall not have occurred on or prior to the provisions of Sections 3.1(cGateway Expansion II Date Certain; or (ii) through 3.1(f), Seller shall achieve the Commercial Operation Date by with respect to the Guaranteed Delivery Term Start Date. LeConte Project shall not have occurred on or prior to the LeConte Date Certain. then, and in any such event, (bA) Seller if such event is an Event of Default specified in clauses (i) or (ii) of paragraph (g) above with respect to the Borrower, automatically the Commitments shall provide Buyer immediately terminate and the Loans (with written notice accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Reimbursement Obligations, but excluding, for the avoidance of doubt, all obligations under Interest Rate Hedge Agreements) shall immediately become due and payable and (B) if such event is any other Event of Default, either or both of the achievement following actions may be taken: (i) with the consent of the Commercial Operation Date within seven Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (7ii) days after that achievementwith the consent of the Required Lenders, which the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice shall include information demonstrating to the Borrower, declare the Loans (with reasonable specificity that such achievement has occurred. Seller acknowledges that Buyer will receive such notice solely for information purposesaccrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Reimbursement Obligations, and Buyer shall have no responsibility or liability but excluding, for the developmentavoidance of doubt, constructionall obligations under Interest Rate Hedge Agreements) to be due and payable forthwith, operation or maintenance of whereupon the Hydro-Québec Power Resources or any Transmission System or New Transmission Facilities. (c) same shall immediately become due and payable. To the extent U.S. Transmission Provider elects not already cash collateralized or Cash Collateralized, upon any termination of the Commitments pursuant to extend this Section 7.01, with respect to all applicable Letters of Credit with respect to which presentment for honor shall not have occurred at the deadline for time of such acceleration, the TSA Commercial Operation Date Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to 102.5% of the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all L/C Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Section 7.01, the Intercreditor Agreement or the Security Documents, presentment, demand, protest and all other notices of any kind from the Administrative Agent or the Lenders with respect to a Default or Event of Default are hereby expressly waived by the Borrower. Upon the occurrence and during the continuance of any Event of Default, any proceeds received as a result of the exercise of any remedies by the Lenders shall be applied in accordance with the TSA, terms of the Guaranteed Delivery Term Start Date hereunder shall be extended by such period(s), without additional Credit Support required by Seller under this Intercreditor Agreement and the Guarantee and Collateral Agreement. (d) To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents Seller from achieving the Commercial Operation Date by the Guaranteed Delivery Term Start Date, the Guaranteed Delivery Term Start Date hereunder shall be extended for the duration of the Force Majeure event, as contemplated by Section 10.1, without additional Credit Support required by Seller under this Agreement or any liability to Seller under this Section 3.1(d), but under no circumstances shall such extension exceed twelve (12) months. Without duplication, to the extent a Force Majeure event pursuant to Section 15.1 of the TSA not attributable to any action or omission of Seller or any of its Affiliates has occurred that prevents U.S. Transmission Provider from achieving the TSA Commercial Operation Date by the applicable Critical Milestone (as defined in the TSA) date, the Guaranteed Delivery Term Start Date shall be extended by such period(s) provided under the TSA, as contemplated by Section 10.1, without additional Credit Support required by, or any liability to, Seller under this Agreement, but under no circumstances shall such extension exceed twelve (12) months. (e) In the event that the TSA Commercial Operation Date is extended due to a Regulatory Approval Delay in accordance with Section 4.1(e) of the TSA, the Guaranteed Delivery Term Start Date hereunder shall be extended by such period(s) provided under the TSA, subject to reduction of the extension, as provided in Section 4.1(e) of the TSA, without additional Credit Support required by Seller under this Agreement. (f) To the extent Seller is prevented from achieving the Commercial Operation Date by the Guaranteed Delivery Term Start Date due to a Transmission Delay, the Guaranteed Delivery Term Start Date hereunder shall be extended for the duration of the Transmission Delay, without additional Credit Support required by Seller under this Agreement. Buyer shall be entitled to the remedies provided under the TSA with regard to any such Transmission Delay, and Seller shall have no liability to Buyer for Delay Damages solely as a result of any Owner Delay or Concurrent Delay (each as defined in the TSA). (g) The Parties agree that time is of the essence with respect to the achievement of the Commercial Operation Date and is part of the consideration to Buyer in entering into this Agreement. (h) Nothing in this Section 3.1 shall be construed to limit or otherwise modify any of the obligations of U.S. Transmission Provider under the TSA or the remedies to which Buyer may otherwise be entitled under the TSA or the express terms of this Agreement.