Common use of Loss Proceeds Clause in Contracts

Loss Proceeds. (a) If a Loss Event, the restoration of which is reasonably estimated to cost $10,000,000 or more, has occurred and either (i) Borrower does not submit a Restoration Notice to Lender, Administrative Agent, Collateral Agent and Independent Engineer within 60 days (or, if reasonably requested by ▇▇▇▇▇▇▇▇ and consented to by Lender (such consent not to be unreasonably withheld or delayed), 90 days) of the occurrence of such Loss Event, or (ii) Borrower submits written notice to Lender, Collateral Agent and Administrative Agent that Borrower has determined not to take any Restoration Action in connection with such Loss Event, then Borrower shall, within five Business Days of receipt of Loss Proceeds in connection with such Loss Event, apply such Loss Proceeds to the mandatory prepayment of the Loans in accordance with Section 2.1.6(c)(ii). (b) If Borrower receives Loss Proceeds in connection with a Total Loss, then Borrower shall, within five Business Days of receipt of such Loss Proceeds, apply such Loss Proceeds to the mandatory prepayment of the Loans in accordance with Section 2.1.6(c)(ii). (c) If Borrower has submitted a Restoration Notice to Lender, Collateral Agent and Administrative Agent in connection with any Loss Event in the time periods provided in clause (a) above, then Borrower shall, within the latest of (A) 90 days of the occurrence of such Loss Event, (B) 60 days after Borrower receives the applicable Loss Proceeds related to such Loss Event, and (C) such other period as may be agreed in writing by ▇▇▇▇▇▇, submit to Lender, Collateral Agent, the Independent Engineer and Administrative Agent: (i) a restoration plan prepared by ▇▇▇▇▇▇▇▇ describing in reasonable detail ▇▇▇▇▇▇▇▇’s plan for completing the Restoration Action described in such Restoration Notice (such plan, a “Restoration Plan”); (ii) a Restoration Budget demonstrating the estimated cost to complete such Restoration Action does not exceed the sum of (A) the applicable Loss Proceeds, (B) proceeds of any Additional Equity Contributions reserved for Restoration Action, and (C) any additional Loss Proceeds anticipated to be received in respect of such Loss Event; (iii) a Restoration Schedule demonstrating that such Restoration Action can be completed within 12 months after submission of the Restoration Notice; and (iv) additional title insurance, title insurance endorsements, mechanic’s lien waivers, certificates, opinions or other matters as Lender may reasonably request to preserve or protect the Secured Parties’ interest in the applicable Collateral. (d) If Borrower satisfies the conditions in clause (c) above, no Event of Default has occurred (unless such Event of Default occurs solely as a result of the applicable Loss Event) and is continuing and Lender (acting reasonably and in consultation with the Independent Engineer) approves such Restoration Plan, Restoration Budget and Restoration Schedule (such approval not to be unreasonably withheld or delayed), Borrower shall apply or commit to apply such Loss Proceeds within 180 days (or such longer period as may be agreed to in writing by Lender) from the date of such approval to complete the Restoration Action as described in the Restoration Plan; provided, that (i) no Lender approval of such Restoration Plan, Restoration Budget and Restoration Schedule shall be required if Borrower intends to exclusively use Fronted Equity Contributions made by Pledgor to effect any such restoration and (ii) if Pledgor shall have previously provided Fronted Equity Contributions to effect any such restoration, any such Fronted Equity Contributions shall be reimbursed as directed by ▇▇▇▇▇▇▇▇ in accordance with Section 6.6.2

Loss Proceeds. (a) If a Loss Event, the restoration occurrence of which is reasonably estimated to cost $10,000,000 or more, has occurred and either (i) Borrower does not submit a Restoration Notice Casualty Event with respect to Lender, Administrative Agent, Collateral Agent and Independent Engineer within 60 days (or, if reasonably requested by ▇▇▇▇▇▇▇▇ and consented to by Lender (such consent not to be unreasonably withheld A) all or delayed), 90 days) a material portion of the occurrence Property of such Loss Event, any Project or (B) all or a material portion of the Collateral or (ii) Borrower submits written notice an Event of Eminent Domain with respect to Lender, Collateral Agent and Administrative Agent that Borrower has determined not to take any Restoration Action in connection with such Loss Event, then Borrower shall, within five Business Days of receipt of Loss Proceeds in connection with such Loss Event, apply such Loss Proceeds to the mandatory prepayment of the Loans in accordance with Section 2.1.6(c)(ii). (b) If Borrower receives Loss Proceeds in connection with a Total Loss, then Borrower shall, within five Business Days of receipt of such Loss Proceeds, apply such Loss Proceeds to the mandatory prepayment of the Loans in accordance with Section 2.1.6(c)(ii). (c) If Borrower has submitted a Restoration Notice to Lender, Collateral Agent and Administrative Agent in connection with any Loss Event in the time periods provided in clause (a) above, then Borrower shall, within the latest of (A) 90 days all or a material portion of the occurrence Property of such Loss Event, any Project or (B) 60 days after Borrower receives all or a material portion of the applicable Loss Proceeds related to such Loss EventCollateral, and (C) such other period as may be agreed unless in writing by ▇▇▇▇▇▇, submit to Lender, Collateral Agent, the Independent Engineer and Administrative Agent: case of each of clause (i) a restoration plan prepared by ▇▇▇▇▇▇▇▇ describing in reasonable detail ▇▇▇▇▇▇▇▇’s plan for completing the Restoration Action described in such Restoration Notice (such plan, a “Restoration Plan”); (ii) a Restoration Budget demonstrating the estimated cost to complete such Restoration Action does not exceed the sum of (A) the applicable Loss Proceeds, (B) proceeds of any Additional Equity Contributions reserved for Restoration Action, and (C) any additional Loss Proceeds anticipated to be received in respect of such Loss Event; (iii) a Restoration Schedule demonstrating that such Restoration Action can be completed within 12 months after submission of the Restoration Notice; and (iv) additional title insurance, title insurance endorsements, mechanic’s lien waivers, certificates, opinions or other matters as Lender may reasonably request to preserve or protect the Secured Parties’ interest in the applicable Collateral. (d) If Borrower satisfies the conditions in clause (c) above, no Event of Default has occurred (unless such Event of Default occurs solely as a result of the applicable Loss Event) and is continuing and Lender (acting reasonably and in consultation with the Independent Engineer) approves such Restoration Plan, Restoration Budget and Restoration Schedule (such approval not to be unreasonably withheld or delayed), Borrower shall apply or commit to apply such Loss Proceeds within 180 days (or such longer period as may be agreed to in writing by Lender) from the date of such approval to complete the Restoration Action as described in the Restoration Plan; provided, that (i) no Lender approval of such Restoration Plan, Restoration Budget and Restoration Schedule shall be required if Borrower intends to exclusively use Fronted Equity Contributions made by Pledgor to effect any such restoration and (ii) if Pledgor the Borrower shall have previously provided Fronted Equity Contributions received, within 90 days after such occurrence, Insurance Proceeds or Eminent Domain Proceeds or cash equity contributions from EBG Holdings in an amount sufficient to effect repair or rebuild such Project or Collateral, as the case may be; then, and in any such restorationevent, the Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Commitments of each Lender Party and the obligation of each Lender Party to make Loans (other than Synthetic L/C Loans by the Synthetic Issuing Banks, Revolving Credit Lenders or Synthetic L/C Lenders pursuant to Section 2.03(c)) and of each Synthetic Issuing Bank to issue Synthetic Letters of Credit to be terminated, whereupon the same shall forthwith terminate and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Loans, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon the Loans, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that, in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, (x) the Commitments of each Lender Party and the obligation of each Lender Party to make Loans (other than Synthetic L/C Loans by the Synthetic Issuing Banks, Revolving Credit Lenders or Synthetic L/C Lenders pursuant to Section 2.03(c)) and of each Synthetic Issuing Bank to issue Synthetic Letters of Credit shall automatically be terminated and (y) the Loans, all such Fronted Equity Contributions interest and all such amounts shall automatically become and be reimbursed as directed due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by ▇▇▇▇▇▇▇▇ in accordance with Section 6.6.2the Borrower.

Loss Proceeds. All Loss Proceeds shall be applied as provided in this Section 5.15. All Loss Proceeds shall be paid by the relevant insurers, reinsurers and Governmental Authorities, as applicable, directly to Lender as loss payee and, if paid to a Borrower, such Loss Proceeds shall be received in trust and for the benefit of Lender segregated from other funds of such Borrower, and shall be forthwith paid over to Lender in the same form as received (with any necessary endorsement). Lender shall apply all such Loss Proceeds in accordance with the provisions of this Section 5.15. (a) If a Loss Event, the restoration of which is reasonably estimated to cost $10,000,000 or more, has occurred and either (i) Borrower does not submit a Restoration Notice to Lender, Administrative Agent, Collateral Agent and Independent Engineer within 60 days (or, if reasonably requested by ▇▇▇▇▇▇▇▇ and consented to by Lender (such consent not to be unreasonably withheld or delayed), 90 days) of Upon the occurrence of any Casualty Event with respect to which Loss Proceeds are payable in respect of a single loss in an amount not in excess of $100,000,250,000, Lender will disburse such Loss EventProceeds, to the extent Lender actually receives such Loss Proceeds, to Borrower upon written request by Borrowers and Borrowers shall apply, or (ii) Borrower submits written notice cause to Lenderbe applied, Collateral Agent and Administrative Agent that Borrower has determined not to take any Restoration Action in connection with such Loss Event, then Borrower shall, within five Business Days of receipt of Loss Proceeds in connection with such Loss Event, apply such Loss Proceeds to the mandatory prepayment payment of the Loans costs of repair or restoration of the portion of the Funded Project lost or damaged; provided that any Loss Proceeds not applied within 180 days of disbursement by Lender to Borrowers shall be applied as a prepayment in accordance with Section 2.1.6(c)(ii5.15(c). (b) If Borrower receives Upon the occurrence of any Casualty Event with respect to which Loss Proceeds are payable in connection with respect of a Total Losssingle loss in an amount in excess of $100,000,250,000, then Borrower shalldisbursement of funds by Lender to Borrowers shall be permitted if, within five Business Days and only if, Lender shall have determined (in its reasonable discretion) that: (i) repair or replacement of receipt the relevant portion of such Loss Proceeds, apply such the Funded Project is economically feasible; and (ii) no Event of Default shall have occurred and be continuing at the time of disbursement. (c) All Loss Proceeds not otherwise applied in accordance with clauses (a) or (b) of this Section 5.15, including, without limitation, due to the mandatory absence of required approval by Lender, 4297870.2 shall be applied by Lender to the prepayment of the Loans in accordance with Section 2.1.6(c)(ii2.8(c) (and without any prepayment fee being charged). (c) If Borrower has submitted a Restoration Notice to Lender, Collateral Agent and Administrative Agent in connection with any Loss Event in the time periods provided in clause (a) above, then Borrower shall, within the latest of (A) 90 days of the occurrence of such Loss Event, (B) 60 days after Borrower receives the applicable Loss Proceeds related to such Loss Event, and (C) such other period as may be agreed in writing by ▇▇▇▇▇▇, submit to Lender, Collateral Agent, the Independent Engineer and Administrative Agent: (i) a restoration plan prepared by ▇▇▇▇▇▇▇▇ describing in reasonable detail ▇▇▇▇▇▇▇▇’s plan for completing the Restoration Action described in such Restoration Notice (such plan, a “Restoration Plan”); (ii) a Restoration Budget demonstrating the estimated cost to complete such Restoration Action does not exceed the sum of (A) the applicable Loss Proceeds, (B) proceeds of any Additional Equity Contributions reserved for Restoration Action, and (C) any additional Loss Proceeds anticipated to be received in respect of such Loss Event; (iii) a Restoration Schedule demonstrating that such Restoration Action can be completed within 12 months after submission of the Restoration Notice; and (iv) additional title insurance, title insurance endorsements, mechanic’s lien waivers, certificates, opinions or other matters as Lender may reasonably request to preserve or protect the Secured Parties’ interest in the applicable Collateral. (d) If Borrower satisfies the conditions in clause (c) above, no Event of Default has occurred (unless such Event of Default occurs solely as a result of the applicable Loss Event) and is continuing and Lender (acting reasonably and in consultation with the Independent Engineer) approves such Restoration Plan, Restoration Budget and Restoration Schedule (such approval not to be unreasonably withheld or delayed), Borrower shall apply or commit to apply such Loss Proceeds within 180 days (or such longer period as may be agreed to in writing by Lender) from the date of such approval to complete the Restoration Action as described in the Restoration Plan; provided, that (i) no Lender approval of such Restoration Plan, Restoration Budget and Restoration Schedule shall be required if Borrower intends to exclusively use Fronted Equity Contributions made by Pledgor to effect any such restoration and (ii) if Pledgor shall have previously provided Fronted Equity Contributions to effect any such restoration, any such Fronted Equity Contributions shall be reimbursed as directed by ▇▇▇▇▇▇▇▇ in accordance with Section 6.6.2