Common use of Project Document Amounts Clause in Contracts

Project Document Amounts. Upon the receipt by a Specified Borrower Entity (or the Sponsor or any of its Subsidiaries on behalf of a Specified Borrower Entity) of (A) any amount as a result of the termination or repudiation of any Major Project Document that exceeds $ **** after deducting therefrom the reasonable out-of-pocket costs incurred by a Borrower Entity (or any Sponsor Controlled Affiliate of a Borrower Entity) to replace such Major Project Document or (B) any amount as a result of a breach of any Major Project Document (other than termination or repudiation) that exceeds $**** after deducting therefrom the amount reasonably necessary to remedy the breach (in either case, the amount of such excess being the “Project Document Excess Amount”), the Borrower shall deliver to DOE within **** a Prepayment Election Notice specifying that it elects to apply the Project Document Excess Amount to prepay the principal amount and, if applicable, capitalized interest of one or more Advances and pay all accrued interest (other than capitalized interest) and other amounts due and payable in connection with such prepayment and shall make such prepayment on the date specified in such Prepayment Election Notice, which shall be no later than **** following delivery of such Prepayment Election Notice; provided that (x) if such Major Project Document solely relates to Block 1, the Borrower shall first apply such prepayment to Note A Advances and second, any excess to Note B Advances, (y) if such Major Project Document solely relates to Block 2, the Borrower shall first apply such prepayment to Note B Advances and second, any excess to Note A Advances; and (z) that, the Borrower shall not be required to use, for prepayment under this paragraph, such portion of the Project Document Excess Amount that: (A) the Borrower and DOE reasonably determine is necessary or will be applied (1) to repair, replace or modify the Project or any portion thereof, to eliminate or mitigate any operational underperformance by the Project to which such Project Document Excess Amount is directly related, or (2) otherwise, to pay any other Project Costs to which such Project Document Excess Amounts are directly related, and (B) to the extent such amounts are used for such purposes within the twelve months following the receipt thereof. If any portion of the Project Document Excess Amounts that is not applied to prepay the principal amount of one or more Advances or interest or other amounts thereon, pursuant to the proviso of the preceding sentence, are not used within twelve months after receipt thereof, then the Borrower shall deliver a Prepayment Election Notice electing to apply such unused portion of the Project Document Excess Amount to prepay the Advances and, if applicable, capitalized interest thereon and all accrued interest (other than capitalized interest) and other amounts due and payable in connection with such prepayment in accordance with this paragraph as if it were received on the last day of such twelve month period, and such prepayment shall be applied between Note A Advances and Note B Advances in the order set forth in this Section 3.06(c)(vi).

Project Document Amounts. Upon the receipt by a Specified the Borrower Entity (or the Sponsor or any of its Subsidiaries on behalf of a Specified Borrower Entity) of (Ax) any amount as a result of the termination or repudiation of any Major Project Document that exceeds $ **** after deducting therefrom the reasonable out-of-pocket costs incurred by a the Borrower Entity (or any Sponsor Controlled Affiliate of a Borrower Entity) to replace such Major Project Document or (By) any amount as a result of a breach of any Major Project Document (other than termination or repudiation) that exceeds $**** after deducting therefrom the amount reasonably necessary to remedy the breach (in either case, the amount of such excess being the “Project Document Excess Amount”), the Borrower shall deliver to DOE the Guarantor within [**** **] a Prepayment Election Notice specifying that it elects to apply the Project Document Excess Amount to prepay the principal amount and, if applicable, capitalized interest of one or more Advances and pay all accrued interest (other than capitalized interest) and other amounts due and payable in connection with such prepayment and shall make such prepayment on the date specified in such Prepayment Election Notice, which shall be no later than [**** **] following delivery of such Prepayment Election Notice; provided provided, that (x) if such Major Project Document solely relates to Block 1, the Borrower shall first apply such prepayment to Note A Advances and second, any excess to Note B Advances, (y) if such Major Project Document solely relates to Block 2, the Borrower shall first apply such prepayment to Note B Advances and second, any excess to Note A Advances; and (z) that, the Borrower shall not be required to use, for prepayment under this paragraph, such portion of the Project Document Excess Amount that: (A) the Borrower and DOE the Guarantor reasonably determine is necessary or will be applied (1) to repair, replace or modify the Project or any portion of any thereof, to eliminate or mitigate any operational underperformance by the Project to which such Project Document Excess Amount is directly related, or (2) otherwise, to pay any other Project Costs to which such Project Document Excess Amounts are directly related, and (B) to the extent such amounts are used for such purposes within the twelve months [*****] following the receipt thereof. If any portion of the Project Document Excess Amounts that is not applied to prepay the principal amount of one or more Advances or interest or other amounts thereon, pursuant to the proviso of the preceding sentence, are not used within twelve months [*****] after receipt thereof, then the Borrower shall deliver a Prepayment Election Notice electing to apply such unused portion of the Project Document Excess Amount to prepay the Advances and, if applicable, capitalized interest thereon and all accrued interest (other than capitalized interest) and other amounts due and payable in connection with such prepayment in accordance with this paragraph as if it were received on the last day of such twelve month [*****] period, and such prepayment shall be applied between Note A Advances and Note B Advances in the order set forth in this Section 3.06(c)(vi).;

Project Document Amounts. Upon the receipt by a Specified any Borrower Entity (or the Sponsor or any of its Subsidiaries on behalf of a Specified Borrower Entity) of (Ax) any amount as a result of the termination or repudiation of any Major Project Document that exceeds $ **** after deducting therefrom the reasonable out-of-pocket costs incurred by a the Borrower Entity (or any Sponsor Controlled Affiliate of a Borrower Entity) Entities to replace such Major Project Document or (By) any amount as a result of a breach of any Major Project Document (other than termination or repudiation) that exceeds $**** after deducting therefrom the amount reasonably necessary to remedy the breach (in either case, the amount of such excess being the “Project Document Excess Amount”), the Borrower shall deliver to DOE within **** three Business Days a Prepayment Election Notice specifying that it elects to apply the Project Document Excess Amount to prepay the principal amount and, if applicable, capitalized interest of one or more Advances and pay all accrued interest (other than capitalized interest) and other amounts due and payable in connection with such prepayment and shall make such prepayment on the date specified in such Prepayment Election Notice, which shall be no later than **** five Business Days following delivery of such Prepayment Election Notice; provided provided, that (x) if such Major Project Document solely relates to Block 1, the Borrower shall first apply such prepayment to Note A Advances and second, any excess to Note B Advances, (y) if such Major Project Document solely relates to Block 2, the Borrower shall first apply such prepayment to Note B Advances and second, any excess to Note A Advances; and (z) that, the Borrower shall not be required to use, for prepayment under this paragraph, such portion of the Project Document Excess Amount that: (A) the Borrower and DOE reasonably determine is necessary or will be applied (1) to repair, replace or modify the Project Project, any Covered Spoke or any portion of any thereof, to eliminate or mitigate any operational underperformance by the Project or such Covered Spoke, in each case, to which such Project Document Excess Amount is directly related, or (2) otherwise, to pay after the end of the Availability Period, for any other Project Costs, or Covered Spokes Costs respectively, in each case, to which such Project Document Excess Amounts are Amount is directly related, and (B) to the extent such amounts are used for such purposes within the twelve months following the receipt thereof. If any portion of the Project Document Excess Amounts that is not applied to prepay the principal amount of one or more Advances or interest or other amounts thereon, pursuant to the proviso of the preceding sentence, are not used within twelve months after receipt thereof, then the Borrower shall deliver a Prepayment Election Notice electing to apply such unused portion of the Project Document Excess Amount to prepay the Advances and, if applicable, capitalized interest thereon and all accrued interest (other than capitalized interest) and other amounts due and payable in connection with such prepayment in accordance with this paragraph as if it were received on the last day of such twelve month periodperiod or if so elected under Section 3.06(f) (Delayed Mandatory Prepayment Election), and such prepayment shall be applied between Note A Advances and Note B Advances the date determined in the order set forth in this Section 3.06(c)(vi)accordance therewith.