Common use of Restricted Data Site Clause in Contracts

Restricted Data Site. (i) At all times, the Borrower shall maintain the Restricted Data Site and ensure that complete, unredacted electronic copies of the EPC Contract, the Services Agreement, the Facility Licenses, the Construction Completion Agreement, the Toshiba Guarantee, the Xxxx Guarantee, the Software License, the Westinghouse Fuel Assembly Agreement, any other Fuel Supply Agreement, the Westinghouse License Agreement, the BEACON Software Agreement (if any), all Georgia PSC Monthly Status Reports required to be made available on the Restricted Data Site pursuant to Section 6.1(a)(i), all Replacement EPC Arrangement Monthly Reports required to be made available on the Restricted Data Site pursuant to Section 6.1(a)(ii), all Project Management Board Monthly Meeting Materials that are required to be made available via the Restricted Data Site pursuant to Section 6.1(a)(iv), all Southern Nuclear Monthly Reports that are required to be made available via the Restricted Data Site pursuant to Section 6.1(a)(iii), each Project Milestone Schedule that is required to be made available on the Restricted Data Site pursuant to Section 6.1(a)(v)(2) and all notices and other documents that are required to be made available via the Restricted Data Site pursuant to Section 4.1.5, Section 4.2.2, Section 6.1(a)(v) through Section 6.1(a)(xv), Section 6.1(g), Section 6.1(l)(i) or (iv) or Section 6.1(m)(i), are available on the Restricted Data Site for review (but not downloading or printing) from time to time by (A) employees of DOE, and (B) attorneys with DOE's outside legal counsel, Norton Xxxx Xxxxxxxxx US LLP, and nuclear regulatory specialist attorneys with DOE's outside legal counsel for nuclear regulatory matters, Hunton Xxxxxxx Xxxxx LLP, in each case on a need to know and use basis solely for the purpose of monitoring the Project in connection with their work in relation to the DOE Guaranteed Loans of Borrower (and not with respect to any DOE guaranteed loans not related to the Project); provided, that access by attorneys described in clause (B) of this Section 6.1(p)(i) shall be limited to the EPC Contract, the Services Agreement, the Facility Licenses, the Construction Completion Agreement, the Toshiba Guarantee, the Xxxx Guarantee, the Software License, the Westinghouse Fuel Assembly Agreement, any other Fuel Supply Agreement, the Westinghouse License Agreement, the BEACON Software Agreement (if any) and any notices and other documents required to be provided via the Restricted Data Site pursuant to Section 4.1.5, Section 4.2.2, Section 6.1(a)(v) through Section 6.1(a)(xv), Section 6.1(g) or Section 6.1(l)(i) or (iv), and provided further, that such access shall be subject to each such law firm and each such individual attorney being granted such access, executing and delivering to the Borrower a nondisclosure agreement in the form attached hereto as Exhibit L-1. In addition, access to the Restricted Data Site shall be further conditioned on each such firm acting as outside legal counsel to DOE, including each employee of such firm or company, not being a "competitor of Westinghouse" (as defined in Exhibit L-3). Notwithstanding the foregoing, any such reports or other documents to be provided on the Restricted Data Site, to the extent such documents contain sensitive or protected information of the CCA Contractor's or the Service Provider's employees or other personnel working on the Project, may have such sensitive or protected information redacted. (ii) With respect to any report or other document required to be made available on the Restricted Data Site, the Borrower shall also make such report or other document available in its offices for review by employees of the Lender's Engineer, on a need to know and use basis solely for the purpose of monitoring the Project and the DOE Guaranteed Loans of Borrower (and not with respect to any DOE guaranteed loans not related to the Project); provided, that such access shall be subject to the Lender's Engineer and each employee of the Lender's Engineer being granted such access, executing and delivering to the Borrower a nondisclosure agreement in the form attached hereto as Exhibit L-2; provided that no additional nondisclosure agreement shall be required for the Lender's Engineer or any of its employees who executed a nondisclosure agreement pursuant to Section 6.1(p) of the Original Loan Guarantee Agreement. In addition, access to the Restricted Data Site shall be further conditioned on such company acting as Lender's Engineer, including each employee of such company, not being a "competitor of Westinghouse" (as defined in Exhibit L-3), provided that such condition shall not apply to MPR Associates, Inc. or any of its employees, notwithstanding that it may be a "competitor of Westinghouse". Notwithstanding the foregoing, to the extent any such reports or other documents to be made available in the Borrower's office for review by the Lender's Engineer contain: (A) Protected Information or CCA Protected Information, such reports or other documents may have such Protected Information or CCA Protected Information redacted; provided that, notwithstanding any such redaction, the Monthly Construction Reports made available for review by the Lender's Engineer shall contain a level of substantive information with respect to the Project that is substantially consistent with the level of substantive information contained in such Monthly Construction Reports delivered or made available to the Lender's Engineer prior to the Guarantee Issuance Date; provided further, that in the event DOE notifies the Borrower that DOE requires the Lender's Engineer to review any such redacted information on the grounds that disclosure of such information to Lender's Engineer is necessary in connection with the administration, preservation, protection or enforcement of any of the Loan Documents, or of any Secured Party's rights thereunder or in connection therewith, GPC agrees that it will seek disclosure of such redacted information from the Service Provider or the CCA Contractor (as applicable), in the same manner and based on the same principles as would apply in connection with a request by the Owners to the Service Provider for disclosure of Service Provider Non-Disclosable Information (as defined in the Services Agreement) pursuant to Section 14.5 of the Services Agreement or to the CCA Contractor for disclosure of CCA Protected Information pursuant to Section 22.2 of the Construction Completion Agreement. To the extent that the Borrower obtains permission from the Service Provider or the CCA Contractor (as applicable) to disclose such redacted information through its exercise of the procedures set forth in Section 14.5 of the Services Agreement or Section 22.2 of the Construction Completion Agreement (as applicable), the redacted information shall be made available by the Borrower to the Lender's Engineer in the same manner and under the same conditions as the same redacted information has been made available by the Service Provider or the CCA Contractor (as applicable) to the Borrower in accordance with the procedures set forth in Section 14.5 of the Services Agreement or Section 22.2 of the Construction Completion Agreement (as applicable); and (B) sensitive or protected information of the Service Provider's or the CCA Contractor's employees or other personnel working on the Project, such reports or other documents may have such sensitive or protected information redacted. (iii) Notwithstanding anything in Section 4.1.2(b), 4.1.5, 4.2.2, 6.1(a), 6.1(g), 6.1(l)(i) or (iv) or 6.1(m)(i) to the contrary, at DOE's request: (1) the Borrower shall grant access to the Restricted Data Site on a need to know basis to any of the following Persons identified by DOE to the Borrower in writing (other than any such Person, including the employees and advisors of such Person, that is a "competitor of Westinghouse" (as such term is defined in Exhibit L-3): (A) following notice from DOE to the Borrower that an Event of Default has occurred and is continuing, any potential transferee of the Borrower's Undivided Interest; or (B) following receipt by DOE of a "Project Termination Notice" (as defined in the Owners Direct Agreement), any potential transferee of (x) the rights and obligations of any Owner under the Construction Completion Agreement or the Services Agreement (as applicable) or (y) the "Ownership Interest" (as defined in the Ownership Agreement) of any Owner; and (i) DOE providing notice to the Borrower of the identity of any potential transferee(s) not less than five (5) Business Days prior to providing access to such potential transferee(s) such that the Borrower may notify the Service Provider or the CCA Contractor (as applicable) and object to providing information to such potential transferee(s) if provision of information to such potential transferee(s) would be in violation of this Section 6.1(p)(ii); and (ii) the execution and delivery by such Person, including each employee or advisor of such Person granted such access on a need to know basis of a nondisclosure agreement in a form acceptable to the Service Provider or the CCA Contractor, with such acceptance not to be unreasonably withheld; (2) the Borrower shall promptly provide to DOE complete, unredacted hard copies of the Services Agreement, the Facility Licenses, the Construction Completion Agreement, the Westinghouse Fuel Assembly Agreement, the Westinghouse License Agreement, the Software License, the BEACON Software Agreement (if any), any of the Replacement EPC Arrangement Monthly Reports, or any of the Project Management Board Monthly Meeting Materials and Southern Nuclear Monthly Reports described in clause (i) of this Section 6.1(p), (i) following receipt of notice from DOE that it intends to exercise any of its rights and remedies in connection with an Event of Default that has occurred and is continuing, (ii) following delivery of a Project Termination Notice, (iii) as DOE may require in order to comply with any Governmental Rule or Governmental Judgment (including any subpoena), or (iv) as required to respond to, defend or evaluate any action, claim, suit, litigation, proceeding or governmental investigation or inquiry to which DOE is a party.

Restricted Data Site. (i) At all times, the Borrower shall maintain the Restricted Data Site and ensure that complete, unredacted electronic copies of the EPC Contract, the Services Agreement, the Facility Licenses, the Construction Completion Agreement, the Toshiba Guarantee, the Xxxx Guarantee, the Software License, the Westinghouse Fuel Assembly Agreement, any other Fuel Supply Agreement, the Westinghouse License Agreement, the BEACON Software Agreement (if any), all Georgia PSC Monthly Status Reports required to be made available on the Restricted Data Site pursuant to Section 6.1(a)(i), all Replacement EPC Arrangement Contractor Monthly Reports required to be made available on the Restricted Data Site pursuant to Section 6.1(a)(ii), all Project Management Board Monthly Meeting Materials that are required to be made available via the Restricted Data Site pursuant to Section 6.1(a)(iv6.1(a)(iii), all Southern Nuclear Monthly Reports that are required to be made available via the Restricted Data Site pursuant to Section 6.1(a)(iii6.1(a)(iv), each Project Milestone Schedule that is required to be made available on the Restricted Data Site pursuant to Section 6.1(a)(v)(2) and all notices and other documents that are required to be made available via the Restricted Data Site pursuant to Section 4.1.5, Section 4.2.2, Section 6.1(a)(v) through Section 6.1(a)(xv), Section 6.1(g), Section 6.1(l)(i) or (iv) or Section 6.1(m)(i), are available on the Restricted Data Site for review (but not downloading or printing) from time to time by (A) employees of DOE, and (B) attorneys with DOE's ’s outside legal counsel, Norton Xxxx Xxxxxxxxx US Xxxxxxxxxx & Xxxxx LLP, and nuclear regulatory specialist attorneys with DOE's ’s outside legal counsel for nuclear regulatory matters, Hunton Xxxxxxx Xxxxx & Xxxxxxxx LLP, in each case on a need to know and use basis solely for the purpose of monitoring the Project in connection with their work in relation to the DOE Guaranteed Loans of Borrower (and not with respect to any DOE guaranteed loans not related to the Project); provided, that access by attorneys described in clause (B) of this Section 6.1(p)(i) shall be limited to the EPC Contract, the Services Agreement, the Facility Licenses, the Construction Completion Agreement, the Toshiba Guarantee, the Xxxx Guarantee, the Software License, the Westinghouse Fuel Assembly Agreement, any other Fuel Supply Agreement, the Westinghouse License Agreement, the BEACON Software Agreement (if any) and any notices and other documents required to be provided via the Restricted Data Site pursuant to Section 4.1.5, Section 4.2.2, Section 6.1(a)(v) through Section 6.1(a)(xv), Section 6.1(g) or Section 6.1(l)(i) or (iv), and provided further, that such access shall be subject to each such law firm and each such individual attorney being granted such access, executing and delivering to the Borrower a nondisclosure agreement in the form attached hereto as Exhibit L-1. In addition, access to the Restricted Data Site shall be further conditioned on each such firm acting as outside legal counsel to DOE, including each employee of such firm or company, not being a "“competitor of Westinghouse" ” or a “competitor of Stone & Xxxxxxx” (as each such term is defined in Exhibit L-3). Notwithstanding the foregoing, any such reports or other documents to be provided on the Restricted Data Site, to the extent such documents contain sensitive or protected information of the CCA EPC Contractor's or the Service Provider's ’s employees or other personnel working on the Project, may have such sensitive or protected information redacted. (ii) With respect to any report or other document required to be made available on the Restricted Data Site, the Borrower shall also make such report or other document available in its offices for review by employees of the Lender's ’s Engineer, on a need to know and use basis solely for the purpose of monitoring the Project and the DOE Guaranteed Loans of Borrower (and not with respect to any DOE guaranteed loans not related to the Project); provided, that such access shall be subject to the Lender's ’s Engineer and each employee of the Lender's ’s Engineer being granted such access, executing and delivering to the Borrower a nondisclosure agreement in the form attached hereto as Exhibit L-2; provided that no additional nondisclosure agreement shall be required for the Lender's Engineer or any of its employees who executed a nondisclosure agreement pursuant to Section 6.1(p) of the Original Loan Guarantee Agreement. In addition, access to the Restricted Data Site shall be further conditioned on such company acting as Lender's ’s Engineer, including each employee of such company, not being a "“competitor of Westinghouse" ” or a “competitor of Stone & Xxxxxxx” (as each such term is defined in Exhibit L-3), provided that such condition shall not apply to MPR Associates, Inc. or any of its employees, notwithstanding that it may be a "“competitor of Westinghouse"” or a “competitor of Stone & Xxxxxxx”. Notwithstanding the foregoing, to the extent any such reports or other documents to be made available in the Borrower's ’s office for review by the Lender's ’s Engineer contain: (A) Protected Information or CCA Protected Information, such reports or other documents may have such Protected Information or CCA Protected Information redacted; provided that, notwithstanding any such redaction, the Monthly Construction Reports made available for review by the Lender's ’s Engineer shall contain a level of substantive information with respect to the Project that is substantially consistent with the level of substantive information contained in such Monthly Construction Reports delivered or made available to the Lender's ’s Engineer prior to the Guarantee Issuance Date; provided further, that in the event DOE notifies the Borrower that DOE requires the Lender's ’s Engineer to review any such redacted information on the grounds that disclosure of such information to Lender's ’s Engineer is necessary in connection with the administration, preservation, protection or enforcement of any of the Loan Documents, or of any Secured Party's ’s rights thereunder or in connection therewith, GPC agrees that it will seek disclosure of such redacted information from the Service Provider either or the CCA Contractor both EPC Contractors (as applicable), in the same manner and based on the same principles as would apply in connection with a request by the Owners to the Service Provider EPC Contractor for disclosure of Service Provider Contractor Non-Disclosable Information (as defined in the Services AgreementEPC Contract) pursuant to Section 14.5 19.3(e) of the Services Agreement or to the CCA Contractor for disclosure of CCA Protected Information pursuant to Section 22.2 of the Construction Completion AgreementEPC Contract. To the extent that the Borrower obtains permission from the Service Provider either or the CCA Contractor both EPC Contractors (as applicable) to disclose such redacted information through its exercise of the procedures set forth in Section 14.5 19.3(e) of the Services Agreement or Section 22.2 of the Construction Completion Agreement (as applicable)EPC Contract, the redacted information shall be made available by the Borrower to the Lender's ’s Engineer in the same manner and under the same conditions as the same redacted information has been made available by the Service Provider either or the CCA Contractor both EPC Contractors (as applicable) to the Borrower in accordance with the procedures set forth in Section 14.5 19.3(e) of the Services Agreement or Section 22.2 of the Construction Completion Agreement (as applicable)EPC Contract; and (B) sensitive or protected information of the Service Provider's or the CCA EPC Contractor's ’s employees or other personnel working on the Project, such reports or other documents may have such sensitive or protected information redacted. (iii) Notwithstanding anything in Section 4.1.2(b), 4.1.5, 4.2.2, 6.1(a6.1(a)(i), (ii), (iii), (iv) or (v)(2), 6.1(g), 6.1(l)(i) or (iv) or 6.1(m)(i) to the contrary, at DOE's ’s request: (1) the Borrower shall grant access to the Restricted Data Site on a need to know basis to any of the following Persons identified by DOE to the Borrower in writing (other than any such Person, including the employees and advisors of such Person, that is a "“competitor of Westinghouse" ” or a “competitor of Stone & Xxxxxxx” (as each such term is defined in Exhibit L-3): (A) following notice from DOE to the Borrower that an Event of Default has occurred and is continuing, any potential transferee of the Borrower's Undivided Interest; or; (B) following receipt by DOE of a "Project Termination Notice" (as defined in the Owners Direct Agreement), any potential transferee of (x) the rights and obligations of any Owner "Non-Continuing Owner" (as defined in the Owners Direct Agreement) under the Construction Completion Agreement or the Services Agreement (as applicable) EPC Contract or (y) the "Ownership Interest" (as defined in the Ownership Agreement) of any Non-Continuing Owner; andor (C) following any termination of the EPC Contract, any potential transferee of DOE’s rights under the Westinghouse Letter Agreement; and provided, that, such access shall be conditioned upon: (i) DOE providing notice to the Borrower of the identity of any potential transferee(s) not less than five (5) Business Days business days prior to providing access to such potential transferee(s) such that the Borrower may notify the Service Provider or the CCA EPC Contractor (as applicable) and object to providing information to such potential transferee(s) if provision of information to such potential transferee(s) would be in violation of this Section 6.1(p)(ii); and (ii) the execution and delivery by such Person, including each employee or advisor of such Person granted such access on a need to know basis of a nondisclosure agreement in a form acceptable to the Service Provider or the CCA EPC Contractor, with such acceptance not to be unreasonably withheld; (2) the Borrower shall promptly provide to DOE complete, unredacted hard copies of the Services Agreement, the Facility Licenses, the Construction Completion AgreementEPC Contract, the Westinghouse Fuel Assembly Agreement, the Westinghouse License Agreement, the Software License, the BEACON Software Agreement (if any), any of the Replacement EPC Arrangement Contractor Monthly Reports, or any of the Project Management Board Monthly Meeting Materials and Southern Nuclear Monthly Reports described in clause (i) of this Section 6.1(p), (i) following receipt of notice from DOE that it intends to exercise any of its rights and remedies in connection with an Event of Default that has occurred and is continuing, (ii) following delivery of a Project Termination Notice, (iii) as DOE may require in order to comply with any Governmental Rule or Governmental Judgment (including any subpoena), or (iv) as required to respond to, defend or evaluate any action, claim, suit, litigation, proceeding or governmental investigation or inquiry to which DOE is a party.

Restricted Data Site. (i) At all times, the Borrower shall maintain the Restricted Data Site and ensure that complete, unredacted electronic copies of the EPC Contract, the Services Agreement, the Facility Licenses, the Construction Completion Agreement, the Toshiba Guarantee, the Xxxx Guarantee, the Software License, the Westinghouse Fuel Assembly Agreement, any other Fuel Supply Agreement, the Westinghouse License Agreement, the BEACON Software Agreement (if any), all Georgia PSC Monthly Status Reports required to be made available on the Restricted Data Site pursuant to Section 6.1(a)(i), all Replacement EPC Arrangement Contractor Monthly Reports required to be made available on the Restricted Data Site pursuant to Section 6.1(a)(ii), all Project Management Board Monthly Meeting Materials that are required to be made available via the Restricted Data Site pursuant to Section 6.1(a)(iv6.1(a)(iii), all Southern Nuclear Monthly Reports that are required to be made available via the Restricted Data Site pursuant to Section 6.1(a)(iii6.1(a)(iv), each Project Milestone Schedule that is required to be made available on the Restricted Data Site pursuant to Section 6.1(a)(v)(2) and all notices and other documents that are required to be made available via the Restricted Data Site pursuant to Section 4.1.54.1.4, Section 4.2.2, Section 6.1(a)(v6.1(h) through or Section 6.1(a)(xv), Section 6.1(g), Section 6.1(l)(i6.1(m)(i) or (iv) or Section 6.1(m)(i), are available on the Restricted Data Site for review (but not downloading or printing) from time to time by (A) employees of DOE, and (B) attorneys with DOE's ’s outside legal counsel, Norton Xxxx Xxxxxxxxx US Xxxxxxxxxx & Xxxxx LLP, and nuclear regulatory specialist attorneys with DOE's ’s outside legal counsel for nuclear regulatory matters, Hunton Xxxxxxx Xxxxx & Xxxxxxxx LLP, in each case on a need to know and use basis solely for the purpose of monitoring the Project in connection with their work in relation to the DOE Guaranteed Loans of the Borrower (and not with respect to any DOE guaranteed loans not related to the Project); provided, that access by attorneys described in clause (B) of this Section 6.1(p)(i6.1(q)(i) shall be limited to the EPC Contract, the Services Agreement, the Facility Licenses, the Construction Completion Agreement, the Toshiba Guarantee, the Xxxx Guarantee, the Software License, the Westinghouse Fuel Assembly Agreement, any other Fuel Supply Agreement, the Westinghouse License Agreement, the BEACON Software Agreement (if any) and any notices and other documents required to be provided via the Restricted Data Site pursuant to Section 4.1.54.1.4, Section 4.2.2, Section 6.1(a)(v) through Section 6.1(a)(xv), Section 6.1(g6.1(h) or Section 6.1(l)(i6.1(m)(i) or (iv), and provided further, that such access shall be subject to each such law firm and each such individual attorney being granted such access, executing and delivering to the Borrower a nondisclosure agreement in the form attached hereto as Exhibit L-1. In addition, access to the Restricted Data Site shall be further conditioned on each such firm acting as outside legal counsel to DOE, including each employee of such firm or company, not being a "“competitor of Westinghouse" ” or a “competitor of Stone & Xxxxxxx” (as each such term is defined in Exhibit L-3). Notwithstanding the foregoing, any such reports or other documents to be provided on the Restricted Data Site, to the extent such documents contain sensitive or protected information of the CCA EPC Contractor's or the Service Provider's ’s employees or other personnel working on the Project, may have such sensitive or protected information redacted. (ii) With respect to any report or other document required to be made available on the Restricted Data Site, the Borrower shall also make such report or other document available in its offices for review by employees of the Lender's ’s Engineer, on a need to know and use basis solely for the purpose of monitoring the Project and the DOE Guaranteed Loans of Borrower (and not with respect to any DOE guaranteed loans not related to the Project); provided, that such access shall be subject to the Lender's ’s Engineer and each employee of the Lender's ’s Engineer being granted such access, executing and delivering to the Borrower a nondisclosure agreement in the form attached hereto as Exhibit L-2; provided that no additional nondisclosure agreement shall be required for the Lender's Engineer or any of its employees who executed a nondisclosure agreement pursuant to Section 6.1(p) of the Original Loan Guarantee Agreement. In addition, access to the Restricted Data Site shall be further conditioned on such company acting as Lender's ’s Engineer, including each employee of such company, not being a "“competitor of Westinghouse" ” or a “competitor of Stone & Xxxxxxx” (as each such term is defined in Exhibit L-3), provided that such condition shall not apply to MPR Associates, Inc. or any of its employees, notwithstanding that it may be a "“competitor of Westinghouse"” or a “competitor of Stone & Xxxxxxx”. Notwithstanding the foregoing, to the extent any such reports or other documents to be made available in the Borrower's ’s office for review by the Lender's ’s Engineer contain: (A) Protected Information or CCA Protected Information, such reports or other documents may have such Protected Information or CCA Protected Information redacted; provided that, notwithstanding any such redaction, the Monthly Construction Reports made available for review by the Lender's ’s Engineer shall contain a level of substantive information with respect to the Project that is substantially consistent with the level of substantive information contained in such Monthly Construction Reports delivered or made available to the Lender's ’s Engineer prior to the Guarantee Issuance Date; provided further, that in the event DOE notifies the Borrower that DOE requires the Lender's ’s Engineer to review any such redacted information on the grounds that disclosure of such information to Lender's ’s Engineer is necessary in connection with the administration, preservation, protection or enforcement of any of the Loan Documents, or of any Secured Party's ’s rights thereunder or in connection therewith, GPC OPC agrees that it will seek disclosure of such redacted information from the Service Provider either or the CCA Contractor both EPC Contractors (as applicable), in the same manner and based on the same principles as would apply in connection with a request by the Owners to the Service Provider EPC Contractor for disclosure of Service Provider Contractor Non-Disclosable Information (as defined in the Services AgreementEPC Contract) pursuant to Section 14.5 19.3(e) of the Services Agreement or to the CCA Contractor for disclosure of CCA Protected Information pursuant to Section 22.2 of the Construction Completion AgreementEPC Contract. To the extent that the Borrower obtains permission from the Service Provider either or the CCA Contractor both EPC Contractors (as applicable) to disclose such redacted information through its exercise of the procedures set forth in Section 14.5 19.3(e) of the Services Agreement or Section 22.2 of the Construction Completion Agreement (as applicable)EPC Contract, the redacted information shall be made available by the Borrower to the Lender's ’s Engineer in the same manner and under the same conditions as the same redacted information has been made available by the Service Provider either or the CCA Contractor both EPC Contractors (as applicable) to the Borrower in accordance with the procedures set forth in Section 14.5 19.3(e) of the Services Agreement or Section 22.2 of the Construction Completion Agreement (as applicable)EPC Contract; and (B) sensitive or protected information of the Service Provider's or the CCA EPC Contractor's ’s employees or other personnel working on the Project, such reports or other documents may have such sensitive or protected information redacted. (iii) Notwithstanding anything in Section 4.1.2(b), 4.1.54.1.4, 4.2.2, 6.1(a6.1(a)(ii), 6.1(g(iii) (iv) or (v)(2), 6.1(l)(i6.1(h) or 6.1(m)(i) or (iv) or 6.1(m)(i) to the contrary, at DOE's ’s request: (1) the Borrower shall grant access to the Restricted Data Site on a need to know basis to any of the following Persons identified by DOE to the Borrower in writing (other than any such Person, including the employees and advisors of such Person, that is a "“competitor of Westinghouse" ” or a “competitor of Stone & Xxxxxxx” (as each such term is defined in Exhibit L-3)): (A) following notice from DOE to the Borrower that an Event of Default has occurred and is continuing, any potential transferee of the Borrower's ’s Undivided Interest; or; (B) following receipt by DOE of a "“Project Termination Notice" ” (as defined in the Owners Direct Agreement), any potential transferee of (x) the rights and obligations of any Owner “Non-Continuing Owner” (as defined in the Owners Direct Agreement) under the Construction Completion Agreement or the Services Agreement (as applicable) EPC Contract or (y) the "“Ownership Interest" ” (as defined in the Ownership Agreement) of any Non-Continuing Owner; andor (C) following any termination of the EPC Contract, any potential transferee of DOE’s rights under the Westinghouse Letter Agreement; and provided, that, such access shall be conditioned upon: (i) DOE providing notice to the Borrower of the identity of any potential transferee(s) not less than five (5) Business Days prior to providing access to such potential transferee(s) such that the Borrower may notify the Service Provider or the CCA EPC Contractor (as applicable) and object to providing information to such potential transferee(s) if provision of information to such potential transferee(s) would be in violation of this Section 6.1(p)(ii6.1(q)(ii); and (ii) the execution and delivery by such Person, including each employee or advisor of such Person granted such access on a need to know basis of a nondisclosure agreement in a form acceptable to the Service Provider or the CCA EPC Contractor, with such acceptance not to be unreasonably withheld; (2) the Borrower shall promptly provide to DOE complete, unredacted hard copies of the Services Agreement, the Facility Licenses, the Construction Completion AgreementEPC Contract, the Westinghouse Fuel Assembly Agreement, the Westinghouse License Agreement, the Software License, the BEACON Software Agreement (if any), any of the Replacement EPC Arrangement Contractor Monthly Reports, or any of the Project Management Board Monthly Meeting Materials and Southern Nuclear Monthly Reports described in clause (i) of this Section 6.1(p6.1(q), (i) following receipt of notice from DOE that it intends to exercise any of its rights and remedies in connection with an Event of Default that has occurred and is continuing, (ii) following delivery of a Project Termination Notice, (iii) as DOE may require in order to comply with any Governmental Rule or Governmental Judgment (including any subpoena), or (iv) as required to respond to, defend or evaluate any action, claim, suit, litigation, proceeding or governmental investigation or inquiry to which DOE is a party.

Restricted Data Site. (i) At all times, the Borrower shall maintain the Restricted Data Site and ensure that complete, unredacted electronic copies of the EPC Contract, the Services Agreement, the Facility Licenses, the Construction Completion Agreement, the Toshiba Guarantee, the Xxxx Guarantee, the Software License, the Westinghouse Fuel Assembly Agreement, any other Fuel Supply Agreement, the Westinghouse License Agreement, the BEACON Software Agreement (if any), all Georgia PSC Monthly Status Reports required to be made available on the Restricted Data Site pursuant to Section 6.1(a)(i), all Replacement EPC Arrangement Monthly Reports required to be made available on the Restricted Data Site pursuant to Section 6.1(a)(ii), all Project Management Board Monthly Meeting Materials that are required to be made available via the Restricted Data Site pursuant to Section 6.1(a)(iv), all Southern Nuclear Monthly Reports that are required to be made available via the Restricted Data Site pursuant to Section 6.1(a)(iii6.1(a)(iv), each Project Milestone Schedule that is required to be made available on the Restricted Data Site pursuant to Section 6.1(a)(v)(2) and all notices and other documents that are required to be made available via the Restricted Data Site pursuant to Section 4.1.54.1.4, Section 4.2.2, Section 6.1(a)(v) through Section 6.1(a)(xv6.1(a)(xiv), Section 6.1(g), 6.1(h) or Section 6.1(l)(i6.1(m)(i) or (iv) or Section 6.1(m)(i), are available on the Restricted Data Site for review (but not downloading or printing) from time to time by (A) employees of DOE, and (B) attorneys with DOE's ’s outside legal counsel, Norton Xxxx Xxxxxxxxx US LLP, and nuclear regulatory specialist attorneys with DOE's ’s outside legal counsel for nuclear regulatory matters, Hunton Xxxxxxx Xxxxx LLP, in each case on a need to know and use basis solely for the purpose of monitoring the Project in connection with their work in relation to the DOE Guaranteed Loans of the Borrower (and not with respect to any DOE guaranteed loans not related to the Project); provided, that access by attorneys described in clause (B) of this Section 6.1(p)(i6.1(q)(i) shall be limited to the EPC Contract, the Services Agreement, the Facility Licenses, the Construction Completion Agreement, the Toshiba Guarantee, the Xxxx Guarantee, the Software License, the Westinghouse Fuel Assembly Agreement, any other Fuel Supply Agreement, the Westinghouse License Agreement, the BEACON Software Agreement (if any) and any notices and other documents required to be provided via the Restricted Data Site pursuant to Section 4.1.54.1.4, Section 4.2.2, Section 6.1(a)(v) through Section 6.1(a)(xv6.1(a)(xiv), Section 6.1(g6.1(h) or Section 6.1(l)(i6.1(m)(i) or (iv), and provided further, that such access shall be subject to each such law firm and each such individual attorney being granted such access, executing and delivering to the Borrower a nondisclosure agreement in the form attached hereto as Exhibit L-1. In addition, access to the Restricted Data Site shall be further conditioned on each such firm acting as outside legal counsel to DOE, including each employee of such firm or company, not being a "“competitor of Westinghouse" ” (as defined in Exhibit L-3). Notwithstanding the foregoing, any such reports or other documents to be provided on the Restricted Data Site, to the extent such documents contain sensitive or protected information of the CCA Contractor's ’s or the Service Provider's ’s employees or other personnel working on the Project, may have such sensitive or protected information redacted. (ii) With respect to any report or other document required to be made available on the Restricted Data Site, the Borrower shall also make such report or other document available in its offices for review by employees of the Lender's ’s Engineer, on a need to know and use basis solely for the purpose of monitoring the Project and the DOE Guaranteed Loans of Borrower (and not with respect to any DOE guaranteed loans not related to the Project); provided, that such access shall be subject to the Lender's ’s Engineer and each employee of the Lender's ’s Engineer being granted such access, executing and delivering to the Borrower a nondisclosure agreement in the form attached hereto as Exhibit L-2; provided that no additional nondisclosure agreement shall be required for the Lender's ’s Engineer or any of its employees who executed a nondisclosure agreement pursuant to Section 6.1(p6.1(q) of the Original Loan Guarantee Agreement. In addition, access to the Restricted Data Site shall be further conditioned on such company acting as Lender's ’s Engineer, including each employee of such company, not being a "“competitor of Westinghouse" ” (as defined in Exhibit L-3), provided that such condition shall not apply to MPR Associates, Inc. or any of its employees, notwithstanding that it may be a "“competitor of Westinghouse"”. Notwithstanding the foregoing, to the extent any such reports or other documents to be made available in the Borrower's ’s office for review by the Lender's ’s Engineer contain: (A) Protected Information or CCA Protected Information, such reports or other documents may have such Protected Information or CCA Protected Information redacted; provided that, notwithstanding any such redaction, the Monthly Construction Reports made available for review by the Lender's ’s Engineer shall contain a level of substantive information with respect to the Project that is substantially consistent with the level of substantive information contained in such Monthly Construction Reports delivered or made available to the Lender's ’s Engineer prior to the Guarantee Issuance Date; provided further, that in the event DOE notifies the Borrower that DOE requires the Lender's ’s Engineer to review any such redacted information on the grounds that disclosure of such information to Lender's ’s Engineer is necessary in connection with the administration, preservation, protection or enforcement of any of the Loan Documents, or of any Secured Party's ’s rights thereunder or in connection therewith, GPC the Borrower agrees that it will seek disclosure of such redacted information from the Service Provider or the CCA Contractor (as applicable), in the same manner and based on the same principles as would apply in connection with a request by the Owners to the Service Provider for disclosure of Service Provider Non-Disclosable Information (as defined in the Services Agreement) pursuant to Section 14.5 of the Services Agreement or to the CCA Contractor for disclosure of CCA Protected Information pursuant to Section 22.2 of the Construction Completion Agreement. To the extent that the Borrower obtains permission from the Service Provider or the CCA Contractor (as applicable) to disclose such redacted information through its exercise of the procedures set forth in Section 14.5 of the Services Agreement or Section 22.2 of the Construction Completion Agreement (as applicable), the redacted information shall be made available by the Borrower to the Lender's ’s Engineer in the same manner and under the same conditions as the same redacted information has been made available by the Service Provider or the CCA Contractor (as applicable) to the Borrower in accordance with the procedures set forth in Section 14.5 of the Services Agreement or Section 22.2 of the Construction Completion Agreement (as applicable); and (B) sensitive or protected information of the Service Provider's ’s or the CCA Contractor's ’s employees or other personnel working on the Project, such reports or other documents may have such sensitive or protected information redacted. (iii) Notwithstanding anything in Section 4.1.2(b), 4.1.54.1.4, 4.2.2, 6.1(a6.1(a)(ii) through (xiv), 6.1(g), 6.1(l)(ior 6.1(h) or 6.1(m)(i) or (iv) or 6.1(m)(i) to the contrary, at DOE's ’s request: (1) the Borrower shall grant access to the Restricted Data Site on a need to know basis to any of the following Persons identified by DOE to the Borrower in writing (other than any such Person, including the employees and advisors of such Person, that is a "“competitor of Westinghouse" ” (as such term is defined in Exhibit L-3)): (A) following notice from DOE to the Borrower that an Event of Default has occurred and is continuing, any potential transferee of the Borrower's ’s Undivided Interest; or (B) following receipt by DOE of a "“Project Termination Notice" ” (as defined in the Owners Direct Agreement), any potential transferee of (x) the rights and obligations of any Owner under the Construction Completion Agreement or the Services Agreement (as applicable) or (y) the "“Ownership Interest" ” (as defined in the Ownership Agreement) of any Owner; and and provided, that, such access shall be conditioned upon: (i) DOE providing notice to the Borrower of the identity of any potential transferee(s) not less than five (5) Business Days prior to providing access to such potential transferee(s) such that the Borrower may notify the Service Provider or the CCA Contractor (as applicable) and object to providing information to such potential transferee(s) if provision of information to such potential transferee(s) would be in violation of this Section 6.1(p)(ii6.1(q)(ii); and (ii) the execution and delivery by such Person, including each employee or advisor of such Person granted such access on a need to know basis of a nondisclosure agreement in a form acceptable to the Service Provider or the CCA ContractorContractor (as applicable), with such acceptance not to be unreasonably withheld; (2) the Borrower shall promptly provide to DOE complete, unredacted hard copies of the Services Agreement, the Facility Licenses, the Construction Completion Agreement, the Westinghouse Fuel Assembly Agreement, the Westinghouse License Agreement, the Software License, the BEACON Software Agreement (if any), any of the Replacement EPC Arrangement Monthly Reports, or any of the Project Management Board Monthly Meeting Materials and Southern Nuclear Monthly Reports described in clause (i) of this Section 6.1(p6.1(q), (i) following receipt of notice from DOE that it intends to exercise any of its rights and remedies in connection with an Event of Default that has occurred and is continuing, (ii) following delivery of a Project Termination Notice, (iii) as DOE may require in order to comply with any Governmental Rule or Governmental Judgment (including any subpoena), or (iv) as required to respond to, defend or evaluate any action, claim, suit, litigation, proceeding or governmental investigation or inquiry to which DOE is a party.