Common use of Source Code Escrow Clause in Contracts

Source Code Escrow. With respect to any and all Project Source Code, the Borrower shall, and shall cause each applicable Borrower Entity and any of its Affiliates to, at the Borrower’s cost and expense: (i) no later than [*****] after the Effective Date and, thereafter, upon execution of any Project IP Agreement containing Source Code, enter into a Source Code escrow agreement for the benefit of the Secured Parties with the Collateral Agent and the Guarantor containing: (A) terms and conditions (including release conditions, such conditions to include an unwillingness or inability to support or maintain the Software) that are usual and customary for Source Code escrow arrangements satisfactory to the Guarantor; and (B) the grant to the Secured Parties by any Borrower Entity or the third party that licenses Source Code to the Borrower, as applicable (effective as of the Effective Date, or if acquired later, upon such acquisition date, but enforceable following the occurrence of any release condition specified in the Source Code escrow agreement), of an irrevocable, non-terminable, perpetual, non-exclusive, transferable, sublicensable, fully paid-up and royalty-free right and license to use or otherwise Practice, compile and execute and all Source Code and other materials placed into escrow pursuant to clause (ii) below, solely for purposes of operating and maintaining the Project, as applicable; and (ii) promptly deposit in escrow (A) a complete, reproducible copy of all Project Source Code that is relevant to operating and maintaining the Project, as applicable, and (B) all revisions, modifications and enhancements to such Project Source Code (including updates, upgrades and corrections thereto, and derivative works thereof) as such revisions, modifications or enhancements are used in or otherwise made available to the Project, in each case, together with all such documentation or materials as are reasonably required to exercise the rights granted in clause ‎(B) above and evidence that all related costs and expenses shall be borne by any Borrower Entity.

Source Code Escrow. With respect to any and all Project Source Code, the Borrower shall, and shall cause each applicable Borrower Entity and any of its Affiliates to, at the Borrower’s a Borrower Entity's cost and expense: : (ia) no later than [*****] after the Effective Date andFirst Advance Date, and thereafter, upon execution of any Project IP Agreement containing granting the right to use or access Source Code, Code enter into a Source Code escrow agreement for the benefit of the Secured Parties with the Collateral Agent and the Guarantor an escrow agent approved by DOE containing: : (Ai) terms and conditions (including release conditions, such conditions to include an unwillingness or inability to support or maintain the Software) that are usual and customary for Source Code escrow arrangements satisfactory to the GuarantorDOE; and and (Bii) the grant to the Secured Parties by any the Borrower Entity or the third party that licenses Source Code to the Borrower, as applicable (effective as of the Effective Execution Date, or if acquired later, upon such acquisition date, but enforceable following the occurrence of any release condition specified in the Source Code escrow agreement), ) of an irrevocable, non-terminable, perpetual, non-exclusive, transferable, sublicensable, fully paid-paid up and royalty-royalty- free right and license to use or otherwise Practice, compile and execute any and all Source Code and other materials placed into escrow pursuant to clause (ii) below, solely for purposes of developing, designing, engineering, procuring, constructing, starting up, commissioning, operating and maintaining the ProjectProject and achieving Project Completion, as applicable; and and (iib) no later than the First Advance Date, promptly deposit in escrow (A) a complete, reproducible copy of all Project Source Code that is relevant to operating and maintaining the Projectapplicable Line, or Project Completion, as applicable, ; and (B) all revisions, modifications and enhancements to such Project Source Code (including updates, upgrades and corrections thereto, and derivative works thereof) as such revisions, modifications or enhancements are used in or otherwise made available to the Project, in each case, together with all such documentation or materials as are reasonably required to exercise the rights granted in clause ‎(B(B) above and evidence that all related costs and expenses shall be borne by any Borrower Entityabove.

Source Code Escrow. With respect to any and all Project Source Code, the Borrower shall, and shall cause each applicable Borrower Entity and any of its Affiliates to, at the Borrower’s cost and expense: : (i) no later than [*****] after the Effective Date and, thereafter, upon execution of any Project IP Agreement containing Source Code, enter into a Source Code escrow agreement for the benefit of the Secured Parties with the Collateral Agent and the Guarantor containing: : (A) terms and conditions (including release conditions, such conditions to include an unwillingness or inability to support or maintain the Software) that are usual and customary for Source Code escrow arrangements satisfactory to the Guarantor; and and (B) the grant to the Secured Parties by any Borrower Entity or the third party that licenses Source Code to the Borrower, as applicable (effective as of the Effective Date, or if acquired later, upon such acquisition date, but enforceable following the occurrence of any release condition specified in the Source Code escrow agreement), of an irrevocable, non-terminable, perpetual, non-exclusive, transferable, sublicensable, fully paid-up and royalty-free right and license to use or otherwise Practice, compile and execute and all Source Code and other materials placed into escrow pursuant to clause (ii) below, solely for purposes of operating and maintaining the Project, as applicable; and and (ii) promptly deposit in escrow (A) a complete, reproducible copy of all Project Source Code that is relevant to operating and maintaining the Project, as applicable, and (B) all revisions, modifications and enhancements to such Project Source Code (including updates, upgrades and corrections thereto, and derivative works thereof) as such revisions, modifications or enhancements are used in or otherwise made available to the Project, in each case, together with all such documentation or materials as are reasonably required to exercise the rights granted in clause ‎(B(B) above and evidence that all related costs and expenses shall be borne by any Borrower Entity.

Source Code Escrow. With respect to any and all Project Source Code, the Borrower such Sponsor Entity shall, at its cost and expense, and shall cause each applicable Borrower Entity and any of its Affiliates to, at the Borrowersuch Borrower Entity’s cost and expense, as applicable: (i) no later than [*****] three (3) months after the Effective Date and, thereafter, upon execution of any Project IP Agreement containing Source Codedate hereof, enter into a Source Code escrow agreement for the benefit of the Secured Parties with the Collateral Agent and the Guarantor an escrow agent approved by DOE containing: : (A) terms and conditions (including release conditions, such conditions to include an unwillingness or inability to support or maintain the Software) that are usual and customary for Source Code escrow arrangements and are satisfactory to DOE (it being understood and agreed that an unwillingness or inability to support or maintain the Guarantorsoftware is a usual and customary release condition); and and (B) the grant to the Secured Parties by any the Sponsor Entity, applicable Borrower Entity or the third party that licenses other licensor of Project Source Code to the BorrowerCode, as applicable (effective as of or prior to the Effective Execution Date, or if acquired later, upon such acquisition date, but enforceable following upon the occurrence of any release condition specified in the Source Code escrow agreement), ) of an irrevocable, non-terminable, perpetual, non-exclusive, transferable, sublicensable, fully paid-up and royalty-free right and license to use or otherwise Practice, compile and execute any and all Source Code and other materials placed into escrow pursuant to clause Section 7.06(g)(ii) (ii) belowSource Code Escrow), solely for purposes of developing, designing, engineering, procuring, constructing, starting up, commissioning, operating and maintaining the ProjectProject and achieving Project Completion, as applicable; and (ii) promptly deposit in escrow escrow: (A) a complete, reproducible copy of all Project Source Code that is relevant to operating and maintaining exists as of the Projectdate hereof or, if no Project Source Code exists on such date, as applicable, of the date on which Project Source Code is owned by or licensed to a such Sponsor Entity; and (B) all revisions, modifications and enhancements to such Project Source Code (including updates, upgrades and corrections thereto, and derivative works thereof) as such revisions, modifications or enhancements are used in or otherwise made available to the Project, in each case, together with all such documentation or materials as are reasonably required to exercise the rights granted in clause ‎(B(h) above and evidence that all related costs and expenses shall be borne by any Borrower Entitybelow.

Source Code Escrow. With respect to any and all Project Source Code, the Borrower shall, and shall cause each applicable Borrower Entity and any of its Affiliates to, at the Borrowera Borrower Entity’s cost and expense: (i) no later than [*****] after the Effective Date andFirst Advance Date, and thereafter, upon execution of any Project IP Agreement containing granting the right to use or access Source Code, Code enter into a Source Code escrow agreement for the benefit of the Secured Parties with the Collateral Agent and the Guarantor an escrow agent approved by DOE containing: (A) terms and conditions (including release conditions, such conditions to include an unwillingness or inability to support or maintain the Software) that are usual and customary for Source Code escrow arrangements satisfactory to the GuarantorDOE; and (B) the grant to the Secured Parties by any the Borrower Entity or the third party that licenses Source Code to the Borrower, as applicable (effective as of the Effective Execution Date, or if acquired later, upon such acquisition date, but enforceable following the occurrence of any release condition specified in the Source Code escrow agreement), ) of an irrevocable, non-terminable, perpetual, non-exclusive, transferable, sublicensable, fully paid-paid up and royalty-free right and license to use or otherwise Practice, compile and execute any and all Source Code and other materials placed into escrow pursuant to clause (ii) below, solely for purposes of developing, designing, engineering, procuring, constructing, starting up, commissioning, operating and maintaining the ProjectProject and achieving Project Completion, as applicable; and (ii) no later than the First Advance Date, promptly deposit in escrow (A) a complete, reproducible copy of all Project Source Code that is relevant to operating and maintaining the Projectapplicable Line, or Project Completion, as applicable, ; and (B) all revisions, modifications and enhancements to such Project Source Code (including updates, upgrades and corrections thereto, and derivative works thereof) as such revisions, modifications or enhancements are used in or otherwise made available to the Project, in each case, together with all such documentation or materials as are reasonably required to exercise the rights granted in clause ‎(B(B) above and evidence that all related costs and expenses shall be borne by any Borrower Entityabove.

Source Code Escrow. With respect to any and all Project Source Code, the Borrower shall, and shall cause each applicable Borrower Entity and any of its Affiliates Party to, at the Borrowera Borrower Party’s cost and expense: (i) no later than [*****] after the Effective Execution Date andand each QP Approval Date, and thereafter, upon execution of any Project IP Agreement containing Source Code, enter into a Source Code escrow agreement for the benefit of the Secured Parties with the Collateral Agent and the Guarantor an escrow agent approved by DOE containing: (A) terms and conditions (including release conditions, such conditions to include an unwillingness or inability to support or maintain the Software) that are usual and customary for Source Code escrow arrangements satisfactory to DOE and the Guarantorescrow agent; and (B) the grant to the Secured Parties by any the Borrower Entity Party or the third party that licenses Source Code to the Borrower, as applicable (effective as of the Effective Execution Date, QP Approval Date, or if acquired later, upon such acquisition date, but enforceable following the occurrence of any release condition specified in the Source Code escrow agreement), ) of an irrevocable, non-terminable, perpetual, non-exclusive, transferable, sublicensable, fully paid-up and royalty-free right and license to use or otherwise Practice, compile and execute any and all Source Code and other materials placed into escrow pursuant to clause (ii) below, solely for purposes of developing, designing, engineering, procuring, constructing, starting up, commissioning, operating and maintaining the Projecteach Qualifying Project and achieving Project Completion, as applicable; and (ii) promptly deposit in escrow (A) a complete, reproducible copy of all Project Source Code that is relevant to operating and maintaining the applicable Qualifying Project, or Project Completion, as applicable, ; and (B) all revisions, modifications and enhancements to such Project Source Code (including updates, upgrades and corrections thereto, and derivative works thereof) as such revisions, modifications or enhancements are used in or otherwise made available to the a Qualifying Project, in each case, together with all such documentation or materials as are reasonably required to exercise the rights granted in clause ‎(B(B) above and evidence that all related costs and expenses shall be borne by any Borrower Entityabove.

Source Code Escrow. With respect to any and all Project Source Code, the Borrower shall, and shall cause each applicable Borrower Entity and any of its Affiliates to, at the Borrower’s (or any designee of Borrower’s) cost and expense: (i) no later than [*****] three (3) months after the Effective Date and, thereafter, upon execution of any Project IP Agreement containing Source CodeExecution Date, enter into a Source Code escrow agreement for the benefit of the Secured Parties with the Collateral Agent and the Guarantor an escrow agent approved by DOE containing: (A) terms and conditions (including release conditions, such conditions to include an unwillingness or inability to support or maintain the Software) that are usual and customary for Source Code escrow arrangements and are satisfactory to DOE (it being understood and agreed that an unwillingness or inability to support or maintain the GuarantorSoftware is a usual and customary release condition); and (B) the grant to the Secured Parties by any the Borrower, applicable Borrower Entity or the third party that licenses other licensor of Project Source Code to the BorrowerCode, as applicable (effective as of or prior to the Effective Execution Date, or if acquired later, upon such acquisition date, but enforceable following upon the occurrence of any release condition specified in the Source Code escrow agreement), ) of an irrevocable, non-terminable, perpetual, non-exclusive, transferable, sublicensable, fully paid-up and royalty-free right and license to use or otherwise Practice, compile and execute any and all Source Code and other materials placed into escrow pursuant to clause Section 7.02(g)(ii) (ii) belowSource Code Escrow), solely for purposes of developing, designing, engineering, procuring, constructing, starting up, commissioning, operating and maintaining the ProjectProject and achieving Project Completion, as applicable; and (ii) promptly deposit in escrow escrow: (A) a complete, reproducible copy of all Project Source Code that is relevant to operating and maintaining exists as of the ProjectExecution Date, or if no Project Source Code exists on such date, as applicable, of the date on which Project Source Code is owned by or licensed to the Borrower; and (B) all revisions, modifications and enhancements to such Project Source Code (including updates, upgrades and corrections thereto, and derivative works thereof) as such revisions, modifications or enhancements are used in or otherwise made available to the Project, in each case, together with all such documentation or materials as are reasonably required to exercise the rights granted in clause ‎(BSection 7.02(g)(i)(B) above and evidence that all related costs and expenses shall be borne by any Borrower Entity(Source Code Escrow).