Common use of Fuel Supply Agreements Clause in Contracts

Fuel Supply Agreements. (a) After Substantial Completion of both Units (as each such term is defined in the EPC Contract), the Borrower shall not terminate and shall not cause the Westinghouse Fuel Assembly Agreement to be terminated prior to the time it is fully performed unless the Borrower at the time of such termination has a contract or contracts in place for an alternate supply of fuel assemblies for not less than the next two (2) reloads for each Unit, and has the right to use the BEACON Software or another core monitoring system that complies with the COLs with such alternate supply of fuel assemblies; provided, however, that this covenant shall not prevent the Borrower from amending or causing to be amended the Westinghouse Fuel Assembly Agreement, except as provided in Section 7.4(g), and shall not prevent the Borrower from enforcing or causing to be enforced any remedy available to Borrower under the Westinghouse Fuel Assembly Agreement other than termination. (b) The Borrower shall not fail at any time (i) to ensure that a contractual obligation for the supply of not less than two (2) additional reloads of fuel assemblies and related fuel fabrication services for each Unit is in place or (ii) to have the right to use the BEACON Software or another core monitoring system that complies with the COLs with such reloads. (c) Notwithstanding the foregoing, the Borrower shall not be deemed to have failed to perform or observe the covenants set forth in clauses (a) and (b) of this Section 7.11, unless the Borrower shall fail to have remedied any non-compliance with the terms of such covenants by the date that is one (1) year in advance of the next scheduled delivery date for the last fuel assembly for the next reload for the Unit in question available under the then-effective Fuel Supply Agreement, provided that (1) the Borrower is diligently working to remedy such non-compliance pursuant to a plan of remediation with a timetable for curing such non-compliance that has been provided to DOE at the time of such non-compliance, (2) the Borrower reasonably believes such non-compliance will be remedied through such diligent efforts, and (3) such non-compliance could not reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the Project to be operated.

Fuel Supply Agreements. (ai) After Substantial Mechanical Completion of both Units (as each such term is defined in the EPC ContractConstruction Completion Agreement), the Borrower shall not terminate Owners’ Agent terminates and shall not cause or causes the Westinghouse Fuel Assembly Agreement to be terminated prior to the time it is fully performed unless the Borrower Owners’ Agent at the time of such termination has a contract or contracts in place for an alternate supply of fuel assemblies for not less than the next two (2) reloads for each Unit, and has the right to use the BEACON Software or another core monitoring system that complies with the COLs with such alternate supply of fuel assemblies; provided, however, that this covenant shall not prevent the Borrower from amending or causing to be amended the Westinghouse Fuel Assembly Agreement, except as provided in Section 7.4(g), and shall not prevent the Borrower from enforcing or causing to be enforced any remedy available to Borrower under the Westinghouse Fuel Assembly Agreement other than termination. (bii) The Borrower Owners’ Agent shall not fail at any time (iA) to ensure that a contractual obligation for the supply of not less than two (2) additional reloads of fuel assemblies and related fuel fabrication services for each Unit is in place or (iiB) to have the right to use the BEACON Software or another core monitoring system that complies with the COLs with such reloads. (ciii) Notwithstanding the foregoing, the Borrower no Event of Default shall not be deemed to have failed to perform or observe the covenants set forth in occurred under clauses (ai) and (bii) of this Section 7.118.1(o), unless the Borrower Owners’ Agent shall fail have failed to have remedied remedy any such non-compliance with the terms of such covenants by the date that is one nine (19) year months in advance of the next scheduled delivery date for the last fuel assembly for the next reload for the Unit in question available under the then-effective Fuel Supply Agreement, provided that (1) the Borrower Owners’ Agent is diligently working to remedy such non-compliance pursuant to a plan of remediation with a timetable for curing such non-compliance that has been provided to DOE at the time of such non-compliance, (2) the Borrower reasonably believes such non-compliance will be remedied through such diligent efforts, and (3) such non-compliance could would not reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the Project to be operated. For the avoidance of doubt, each clause of this Section 8.1 shall operate independently, and the occurrence of any event described in any such clause shall constitute an Event of Default (subject, in each case, to all applicable requirements of notice, knowledge, lapse of time and right of the Borrower to cure or remedy any such event). Notwithstanding the provisions of Section 11.1.1 of the FFB Note Purchase Agreements and Sections 23 and 24 of the FFB Promissory Notes, DOE acknowledges and agrees that the Secured Parties shall not be entitled to exercise any of the remedies set forth in the Loan Documents with respect to any failure by the Borrower to make payments of principal and interest under any FFB Promissory Note unless and until an Event of Default shall have occurred and be continuing pursuant to Section 8.1(a). DOE further acknowledges and agrees that (i) any payment made by the Borrower to the accounts specified in Section 10(a) of the FFB Promissory Notes as the subaccount of the Secretary (the “Secretary Subaccount”) on or before the applicable Payment Date (or, if such Payment Date shall fall on a day on which either the FFB or the Federal Reserve Bank of New York is not open for business, the first day thereafter on which FFB and the Federal Reserve Bank of New York are both open for business) specified in any FFB Promissory Note (the “Required Payment Date”) shall be deemed made on the later of the date such payment is received at the Secretary Subaccount or the Required Payment Date, (ii) DOE shall take all actions necessary to ensure that the amounts paid by the Borrower and received at the Secretary Subaccount are, no later than the Required Payment Date, credited to the subaccount of FFB (within the account of the United States Treasury maintained at the Federal Reserve Bank of New York) as provided in Section 10(a) of the FFB Promissory Notes (the “FFB Subaccount”), (iii) if the Borrower makes the payment to the Secretary Subaccount on or before the Required Payment Date and DOE fails to credit such payment to the FFB Subaccount on the Required Payment Date, DOE shall be responsible to the Borrower for any late charges that may be payable to FFB because of such DOE failure, (iv) DOE, and not FFB, has the sole authority, pursuant to Section 23 of the FFB Promissory Notes, to exercise any and all remedies with respect to any “default” under the applicable FFB Promissory Note or Event of Default under this Agreement, and (v) if the Borrower makes the payment to the Secretary Subaccount on or before the Required Payment Date and such amounts are not credited to the FFB Subaccount by the Required Payment Date, DOE shall not declare a default in payment under the applicable FFB Promissory Note and neither a Potential Default nor an Event of Default shall be deemed to have occurred as a result of such amounts not being credited to the FFB Subaccount by the Required Payment Date, and DOE shall not be entitled to exercise any rights or remedies against the Borrower in connection with such failure.

Fuel Supply Agreements. (ai) After Substantial Completion of both Units (as each such term is defined in the EPC Contract), the Borrower shall not terminate Owners’ Agent terminates and shall not cause or causes the Westinghouse Fuel Assembly Agreement to be terminated prior to the time it is fully performed unless the Borrower Owners’ Agent at the time of such termination has a contract or contracts in place for an alternate supply of fuel assemblies for not less than the next two (2) reloads for each Unit, and has the right to use the BEACON Software or another core monitoring system that complies with the COLs with such alternate supply of fuel assemblies; provided, however, that this covenant shall not prevent the Borrower from amending or causing to be amended the Westinghouse Fuel Assembly Agreement, except as provided in Section 7.4(g), and shall not prevent the Borrower from enforcing or causing to be enforced any remedy available to Borrower under the Westinghouse Fuel Assembly Agreement other than termination. (bii) The Borrower Owners’ Agent shall not fail at any time (iA) to ensure that a contractual obligation for the supply of not less than two (2) additional reloads of fuel assemblies and related fuel fabrication services for each Unit is in place or (iiB) to have the right to use the BEACON Software or another core monitoring system that complies with the COLs with such reloads. (ciii) Notwithstanding the foregoing, the Borrower no Event of Default shall not be deemed to have failed to perform or observe the covenants set forth in occurred under clauses (ai) and (bii) of this Section 7.118.1(o), unless the Borrower Owners’ Agent shall fail have failed to have remedied remedy any such non-compliance with the terms of such covenants by the date that is one nine (19) year months in advance of the next scheduled delivery date for the last fuel assembly for the next reload for the Unit in question available under the then-effective Fuel Supply Agreement, provided that (1) the Borrower Owners’ Agent is diligently working to remedy such non-compliance pursuant to a plan of remediation with a timetable for curing such non-compliance that has been provided to DOE at the time of such non-compliance, (2) the Borrower reasonably believes such non-compliance will be remedied through such diligent efforts, and (3) such non-compliance could would not reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the Project to be operated. For the avoidance of doubt, each clause of this Section 8.1 shall operate independently, and the occurrence of any event described in any such clause shall constitute an Event of Default (subject, in each case, to all applicable requirements of notice, knowledge, lapse of time and right of the Borrower to cure or remedy any such event). Notwithstanding the provisions of Section 11.1.1 of the FFB Note Purchase Agreement and Sections 23 and 24 of the FFB Promissory Note, DOE acknowledges and agrees that the Secured Parties shall not be entitled to exercise any of the remedies set forth in the Loan Documents with respect to any failure by the Borrower to make payments of principal and interest under the FFB Promissory Note unless and until an Event of Default shall have occurred and be continuing pursuant to Section 8.1(a). DOE further acknowledges and agrees that (i) any payment made by the Borrower to the account specified in Section 10(a) of the FFB Promissory Note as the subaccount of the Secretary (U.S. Treasury Department, ABA No. 0000-0000-0, TREAS NYC/CTR/BNF=89000001, OBI=LGPO Oglethorpe Power Corporation Loan #1017) (the “Secretary Subaccount”) on or before the applicable Payment Date (or, if such Payment Date shall fall on a day on which either the FFB or the Federal Reserve Bank of New York is not open for business, the first day thereafter on which FFB and the Federal Reserve Bank of New York are both open for business) specified in the FFB Promissory Note (the “Required Payment Date”) shall be deemed made on the later of the date such payment is received at the Secretary Subaccount or the Required Payment Date, (ii) DOE shall take all actions necessary to ensure that the amounts paid by the Borrower and received at the Secretary Subaccount are, no later than the Required Payment Date, credited to the subaccount of FFB (within the account of the United States Treasury maintained at the Federal Reserve Bank of New York) as provided in Section 10(a) of the FFB Promissory Note (the “FFB Subaccount”), (iii) if the Borrower makes the payment to the Secretary Subaccount on or before the Required Payment Date and DOE fails to credit such payment to the FFB Subaccount on the Required Payment Date, DOE shall be responsible to the Borrower for any late charges that may be payable to FFB because of such DOE failure, (iv) DOE, and not FFB, has the sole authority, pursuant to Section 23 of the FFB Promissory Note, to exercise any and all remedies with respect to any “default” under the FFB Promissory Note or Event of Default under this Agreement, and (v) if the Borrower makes the payment to the Secretary Subaccount on or before the Required Payment Date and such amounts are not credited to the FFB Subaccount by the Required Payment Date, DOE shall not declare a default in payment under the FFB Promissory Note and neither a Potential Default nor an Event of Default shall be deemed to have occurred as a result of such amounts not being credited to the FFB Subaccount by the Required Payment Date, and DOE shall not be entitled to exercise any rights or remedies against the Borrower in connection with such failure.

Fuel Supply Agreements. (a) After Substantial Mechanical Completion of both Units (as each such term is defined in the EPC ContractConstruction Completion Agreement), the Borrower shall not terminate and shall not cause the Westinghouse Fuel Assembly Agreement to be terminated prior to the time it is fully performed unless the Borrower at the time of such termination has a contract or contracts in place for an alternate supply of fuel assemblies for not less than the next two (2) reloads for each Unit, and has the right to use the BEACON Software or another core monitoring system that complies with the COLs with such alternate supply of fuel assemblies; provided, however, that this covenant shall not prevent the Borrower from amending or causing to be amended the Westinghouse Fuel Assembly Agreement, except as provided in Section 7.4(g), and shall not prevent the Borrower from enforcing or causing to be enforced any remedy available to Borrower under the Westinghouse Fuel Assembly Agreement other than termination. (b) The Borrower shall not fail at any time (i) to ensure that a contractual obligation for the supply of not less than two (2) additional reloads of fuel assemblies and related fuel fabrication services for each Unit is in place or (ii) to have the right to use the BEACON Software or another core monitoring system that complies with the COLs with such reloads. (c) Notwithstanding the foregoing, the Borrower shall not be deemed to have failed to perform or observe the covenants set forth in clauses (a) and (b) of this Section 7.11, unless the Borrower shall fail to have remedied any non-compliance with the terms of such covenants by the date that is one (1) year in advance of the next scheduled delivery date for the last fuel assembly for the next reload for the Unit in question available under the then-effective Fuel Supply Agreement, provided that (1) the Borrower is diligently working to remedy such non-compliance pursuant to a plan of remediation with a timetable for curing such non-compliance that has been provided to DOE at the time of such non-compliance, (2) the Borrower reasonably believes such non-compliance will be remedied through such diligent efforts, and (3) such non-compliance could not reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the Project to be operated.