Common use of Recovery Event Clause in Contracts

Recovery Event. (a) In the event that the aggregate Net Cash Proceeds with respect to any Recovery Event capable of being repaired (the “Recovery Event Proceeds”) is $15,000,000 or less, following delivery of a Recovery Event Certificate signed by a Responsible Officer of the Borrower, such amount shall be made available to the Borrower and shall be applied by the Borrower to the payment of the costs of repairing or restoring the damage to or destruction or loss of the Project. Following completion of any such repair or restoration, any remaining Recovery Event Proceeds may be transferred to the Revenue Account in accordance with the terms of the Depositary Agreement. (b) In the event that the amount of Recovery Event Proceeds with respect to a Recovery Event relating to the Project is greater than $15,000,000 but less than or equal to $30,000,000, the Borrower shall provide written information (the “Restoration Plans”) describing the use to which Recovery Event Proceeds or other balances in the Recovery Event Proceeds Account are to be applied and demonstrating to the reasonable satisfaction of the Administrative Agent (in consultation with the Engineering Consultant) that (i) the Project can be Repaired Feasibly prior to the Term Facility Maturity Date and (ii) the Borrower has sufficient resources to be able to comply with and perform its payment obligations hereunder (taking into account the Reserve Accounts). If no Event of Default shall have occurred and be continuing and upon receipt of confirmation from the Administrative Agent, following delivery to the Depositary Agent of a Recovery Event Certificate signed by a Responsible Officer of the Borrower, amounts shall be made available to the Borrower out of the Recovery Event Proceeds Account as specified in such certificate and shall be applied by the Borrower to pay the costs of repairing or restoring the damage to or destruction or loss of the Project; provided that the Borrower may begin such repair or restoration work in an amount not to exceed $15,000,000 without the approval of the Administrative Agent if: (A) required for safety reasons; (B) required to protect any other property located at the Project; (C) required to comply with any Requirement of Law or Contractual Obligation; or (D) with the prior written approval of the Engineering Consultant. Once the Borrower has determined that any repair or restoration work is complete, including pursuant to paragraph (a) above, it shall deliver to the Administrative Agent (1) a certificate of Responsible Officer of the Borrower and (2) a certificate from the Engineering Consultant, each certifying that (x) the restoration work was completed in all material respects in accordance with the Restoration Plans and (y) the affected property can be returned to use on a commercial basis. Upon the receipt by the Administrative Agent of such certificate, the Administrative Agent shall direct the Depositary Agent to transfer any remaining Recovery Event Proceeds and other amounts in the Recovery Event Proceeds Account related to the applicable Project which were not used for such repair or restoration to the Revenue Account. (c) In connection with any Recovery Event in respect of the Project, if (i) the amount of Recovery Event Proceeds with respect to such Recovery Event is greater than $30,000,000, (ii) the Borrower has failed to deliver a Recovery Event Certificate in respect of any Recovery Event Proceeds associated with such Recovery Event within one year from the receipt of such Recovery Event Proceeds or (iii) the Borrower has failed to commence any applicable Reinvestment of any Recovery Event Proceeds contemplated by any Recovery Event Certificate within 180 days of its delivery of such Recovery Event Certificate, then the Borrower shall prepay the Loans and reduce the Commitments in an aggregate amount equal to such Recovery Event Proceeds in accordance with Section 2.9(d) and the Intercreditor Agreement.

Recovery Event. (a) In the event that the aggregate Net Cash Proceeds with respect to any Recovery Event capable of being repaired (the “Recovery Event Proceeds”) is $15,000,000 10,000,000 or less, following delivery of a Recovery Event Certificate signed by a Responsible Officer of the Borrower, such amount shall be made available to the Borrower and shall be applied by the Borrower to the payment of the costs of repairing or restoring the damage to or destruction or loss of the Project. Following completion of any such repair or restoration, any remaining Recovery Event Proceeds may be transferred to the Revenue Account in accordance with the terms of the Depositary Agreement. (b) In the event that the amount of Recovery Event Proceeds with respect to a Recovery Event relating to the Project is greater than $15,000,000 10,000,000 but less than or equal to $30,000,00020,000,000, the Borrower shall provide written information (the “Restoration Plans”) describing the use to which Recovery Event Proceeds or other balances in the Recovery Event Proceeds Account are to be applied and demonstrating to the reasonable satisfaction of the Administrative Agent (in consultation with the Engineering Consultant) that (i) the Project can be Repaired Feasibly prior to the Term Facility Maturity Date and (ii) the Borrower has sufficient resources to be able to comply with and perform its payment obligations hereunder (taking into account the Debt Service Reserve AccountsAccount). If no Event of Default shall have occurred and be continuing and upon receipt of confirmation from the Administrative Agent, following delivery to the Depositary Agent of a Recovery Event Certificate signed by a Responsible Officer of the Borrower, amounts shall be made available to the Borrower or applicable Subsidiary Guarantor out of the Recovery Event Proceeds Account as specified in such certificate and shall be applied by the Borrower or applicable Subsidiary Guarantor to pay the costs of repairing or restoring the damage to or destruction or loss of the Project; provided that the Borrower or applicable Subsidiary Guarantor may begin such repair or restoration work in an amount not to exceed $15,000,000 10,000,000 without the approval of the Administrative Agent if: (A) required for safety reasons; (B) required to protect any other property located at the Project; (C) required to comply with any Requirement of Law or Contractual Obligation; or (D) with the prior written approval of the Engineering Consultant. Once the Borrower has determined that any repair or restoration work is complete, including pursuant to paragraph (a) above, it shall deliver to the Administrative Agent (1) a certificate of Responsible Officer of the Borrower and (2) a certificate from the Engineering Consultant, each certifying that (x) the restoration work was completed in all material respects in accordance with the Restoration Plans and (y) the affected property can be returned to use on a commercial basis. Upon the receipt by the Administrative Agent of such certificate, the Administrative Agent shall direct the Depositary Agent to transfer any remaining Recovery Event Proceeds and other amounts in the Recovery Event Proceeds Account related to the applicable Project which were not used for such repair or restoration to the Revenue Account. (c) In connection with any Recovery Event in respect of the Project, if (i) the amount of Recovery Event Proceeds with respect to such Recovery Event is greater than $30,000,000, (ii) the Borrower has failed to deliver a Recovery Event Certificate in respect of any Recovery Event Proceeds associated with such Recovery Event within one year from the receipt of such Recovery Event Proceeds or (iii) the Borrower has failed to commence any applicable Reinvestment of any Recovery Event Proceeds contemplated by any Recovery Event Certificate within 180 days of its delivery of such Recovery Event Certificate, then the Borrower shall prepay the Loans and reduce the Commitments in an aggregate amount equal to such Recovery Event Proceeds in accordance with Section 2.9(d) and the Intercreditor Agreement.

Recovery Event. (a) In the event that the aggregate Net Cash Proceeds with respect to any Recovery Event capable of being repaired (the “Recovery Event Proceeds”) capable of being repaired is $15,000,000 20,000,000 or less, following delivery of a Recovery Event Certificate signed by a Responsible Officer of the Borrower, such amount shall be made available to the Borrower and shall be applied by the Borrower to the payment of the costs of repairing or restoring the damage to or destruction or loss of the affected Project. Following completion of any such repair or restoration, the Loan Parties shall be permitted to reinvest any excess amounts in deposit in the Recovery Event Proceeds Account in other assets useful in the business of any Loan Party and thereafter any remaining Recovery Event Proceeds may shall be transferred transferred, in the case of Gateway Expansion II, to the Construction Account (until closure thereof in accordance with the Depositary Agreement) and, otherwise, to the Revenue Account in accordance with the terms of the Depositary Agreement. (b) In the event that the amount of Recovery Event Proceeds with respect to a Recovery Event relating to the any Project is greater than $15,000,000 20,000,000 but less than or equal to $30,000,00035,000,000, the Borrower shall provide written information reasonably satisfactory to the Administrative Agent (the “Restoration Plans”) describing the use to which the Recovery Event Proceeds or other balances in the Recovery Event Proceeds Account related to the applicable Recovery Event are to be applied and demonstrating to the reasonable satisfaction of the Administrative Agent (in consultation with the Engineering ConsultantIndependent Engineer) that (i) the affected Project can be Repaired Feasibly prior to the Term Facility scheduled Maturity Date and (ii) the Borrower has sufficient resources to be able to comply with and perform its payment obligations hereunder (taking into account the amounts on deposit in the Debt Service Reserve AccountsAccount). If no Event of Default shall have occurred and be continuing and upon the Depositary Agent’s receipt of confirmation from the Administrative Collateral Agent, following delivery to the Depositary Agent of a Recovery Event Certificate signed by a Responsible Officer of the Borrower, amounts shall be made available to the Borrower or applicable Loan Party out of the Recovery Event Proceeds Account as specified in such certificate and shall be applied by the Borrower or such Loan Party to pay the costs of repairing or restoring the damage to or destruction or loss of the affected Project, in accordance with such Restoration Plans and such certificate; provided that the Borrower or applicable Loan Party may begin such repair or restoration work in an amount not to exceed $15,000,000 20,000,000 without the approval of the Administrative Agent if: (A) required for safety reasons; (B) required to protect any other property located at the any Project; (C) required to comply with any Requirement Requirements of Law or Contractual ObligationLaw; or (D) with the prior written approval of the Engineering ConsultantIndependent Engineer. Once the Borrower has determined that any repair or restoration work is complete, including pursuant to paragraph clause (a) above, it shall deliver to the Administrative Agent and the Collateral Agent (1i) a certificate of Responsible Officer of the Borrower and (2ii) a certificate from the Engineering ConsultantIndependent Engineer, each certifying that (x) the restoration work was completed in all material respects in accordance with the applicable Restoration Plans and (y) if the affected property was repaired or restored, the affected property can be returned to use on a commercial basis. Upon the receipt by the Administrative Collateral Agent of such certificate, the Administrative Loan Parties shall be permitted to reinvest any excess amounts in deposit in the Recovery Event Proceeds Account in other assets useful in the business of any Loan Party and thereafter upon written notice from the Borrower to the Collateral Agent the Collateral Agent shall direct the Depositary Agent to transfer any remaining Recovery Event Proceeds and other amounts in the Recovery Event Proceeds Account related to the applicable Project which were not used for such repair or restoration to the Revenue Account. (c) In connection with any Recovery Event in respect of the any Project, if (i) the amount of Recovery Event Proceeds with respect to such Recovery Event is greater than $30,000,00035,000,000, (ii) the Borrower has failed to deliver a Recovery Event Certificate in respect of any Recovery Event Proceeds associated with such Recovery Event within one year from the receipt of such Recovery Event Proceeds or (iii) the Borrower has failed to commence commence, or cause any applicable Reinvestment of Loan Party to commence, any applicable Restoration Work (as defined in the applicable Recovery Event Certificate) with any Recovery Event Proceeds contemplated by any Recovery Event Certificate within 180 days of its delivery of such Recovery Event Certificate, then the Borrower shall prepay the Loans and (and, in the case of Construction/Term Loans, reduce the Commitments corresponding Commitments) in an aggregate amount equal to such Recovery Event Proceeds in accordance with Section 2.9(d) and the Intercreditor Agreement2.11(b)(i).