Conditions Precedent to Notice to Proceed. (a) Prior to the issuance by any Clean Line Entity of any notice to proceed under any Material Construction Contract that involves any physical construction activity on any Project Real Estate Right, Holdings shall first have received a Notice to Proceed from DOE. DOE shall issue a Notice to Proceed to Holdings promptly upon satisfaction of the following conditions precedent: (i) the applicable Material Construction Contract shall have been duly executed and delivered and shall be in full force and effect; (ii) the Financing Condition is satisfied and Acceptable Transmission Services Agreements and Acceptable Permitted Project Investment Commitments in respect of not less than 2,000 MW of the Electrical Capacity in the aggregate (calculated as the sum of (A) with respect to Acceptable Permitted Project Investments, the sum of each portion of the Electrical Capacity transferred (and for which the Clean Line Entities have received payment or will receive payment within three (3) years after the date of such Permitted Project Investment) pursuant to each Acceptable Permitted Project Investment Commitment and (B) with respect to the Acceptable Transmission Services Agreements, the sum of the average Electrical Capacity committed in the initial five (5) years of the term for each such Acceptable Transmission Services Agreement) shall be in full force and effect and no event shall have occurred and be continuing (whether as a result of a default or the failure of a condition precedent or otherwise) that gives the Project Participant party thereto the right to terminate such Acceptable Transmission Services Agreement or such Acceptable Permitted Project Investment Commitment; (iii) the Performance Support in an amount not less than the Applicable Amount shall be in full force and effect; (iv) Holdings shall have delivered to DOE evidence that all Required Insurance is in full force and effect (including written binding verification of such coverage); (v) the Converter Station Real Estate Rights Agreements shall be in full force and effect or the Clean Line Entities shall then own in fee free and clear of Liens other than Permitted Liens all Real Estate Rights necessary for construction of the Converter Station Facility and the Intermediate Converter Station; (vi) (A) no Governmental Order shall be in effect nor shall any Change of Law have occurred that, in either case, as applicable, sets aside, enjoins or legally prohibits (1) DOE’s performance under this Agreement or any other Transaction Document then in effect or (2) DOE’s participation in the Project and
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