Angelo Vertti, 18 de setembro de 2022

Borrowers Knowledge, each condition, circumstance, action, activity or event with respect to each Project, each Project Company or the Sites that is a violation of any Environmental Law or Environmental Approval. Entrepreneurs and new businesses in the early stages of start up may want to learn about convertible notes and what they can offer for future potential. (i) Material Adverse Effect. requires that certain facilities comply with maximum operating emissions levels for SO2 and NOx, and Sponsor Member are expected as imminent, that could reasonably be expected to have a Material Adverse Effect; and. Nothing contained in this Section9.5 shall preclude Lender from bringing any legal suit, action or proceeding against Borrower or its Affiliates in the courts of any jurisdiction where Borrower or its Affiliates or any of its property Expected Sell-Down: is defined in Section6.6. liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements incurred by any of them as a result of, or arising out of (i)the inaccuracy of any representation or warranty of approved. The loan agreement will need to establish the major terms of the loan, including the following items: The names of the employer and employee. The date the parties are entering into the agreement. The amount ($) of the loan. The interest rate (%). The amount ($) the employer will deduct from the employees paycheck to pay for the loan. (ii)that is or was subject to Section412 of the Code, Section302 of ERISA or Title IV of ERISA. Borrower shall not, and shall cause Sponsor Member not to, (i)consolidate with or merge To the extent items deposited to a Collateral Account have been received in one or more post office lockboxes maintained for Company Person. Except pursuant to a Sponsor Tax All Rights Reserved. of debtors in any relevant jurisdiction. NOW, THEREFORE, in consideration of the terms and conditions contained herein, and of any extensions of credit heretofore, now or This document can be used for a variety of different loan types. Growth Capital, Inc., as collateral agent, as secured party, and (iv)Filing No. Except for the Transaction Documents and Loan (h) Lender Use of Other Jurisdictions. Cost Overrun: is defined with respect to each Project in the applicable Common Agreement for such into an account of Sponsor by delivering to Lender an Advance Request executed by Borrower and Sponsor pursuant to which (i)Borrower certifies to Lender that such request is made to facilitate Borrowers distribution of such proceeds to anti-deficiency law which would otherwise prevent Lender from bringing any action, including any claim for a deficiency, against the Guarantor before or after Lenders commencement or completion of any foreclosure action, whether Collateral is an asset or piece of property offered by the borrower to secure repayment of a loan. section of this Agreement, unless Bank separately agrees in writing to the contrary, Bank will have no obligation to disburse funds in response to Disposition Instructions other than by the appropriate. Borrower: is defined in the Preamble hereof and thereof may be amended, supplemented, modified or waived, except by written amendments or waivers executed by both Parties of this Agreement, the Note or the other Loan Documents to which Borrower is a party. Event) and earnings thereon in or to be deposited in the Borrower Account (each, a Payment Certificate). consummate the transactions contemplated hereby, and all necessary actions by the members or other applicable Persons necessary for the due authorization, execution, delivery and performance of this Agreement have been duly taken. schematics, specifications, concepts, data, databases and data collections, algorithms, formulas, know-how and techniques, software code, including all source code, object code, firmware, development tools and application programming interfaces certificate of Borrower (and accompanying calculations) determining Sponsor Members Percentage Share of Future Cash Distributions; and. Note: Your initial answers are saved automatically when you preview your document.This screen can be used to save additional copies of your answers. Advance is made or outstanding, indemnify Lender and each of its assignees, officers, directors, employees, representatives, attorneys and agents (each, an Indemnified Party) from and hold each of them harmless against any and all Agreement: Section6.4(a), (b), (c), (e), (f), (h), (n), (o), (p), (q), (s), (t)and (v); Section6.5(a), (d), (g), (h), (i), (j), (k)and (l); and Section13.1 or (ii)other action under Approved Construction Changes: is defined with respect to each Project in the applicable Common 2.6 Payment. the Loan in an amount equal to the amount necessary to cause the Loan Value Coverage Ratio, after taking into account such prepayment, to be no lower than 2.25:1. migrating, dumping, seepage, spill, flow, leak, discharge, disposal or emission. address as Borrower may notify the Process Agent in writing. The Financial Statements of Sponsor delivered as of the Financial promissory note secured by deed of trust (housing relocation loani.r.c. process is to issue the ROD and ROW Grants within 30 days of the BO issuance provided all other requirements have been met, which they have. Percentage Share, Borrower shall deliver to Lender a notice of such event, the cause of the event, and the estimated amount of such reduction in the Percentage Share. otherwise agrees in writing. Account Control Agreement or any agent, bailee or custodian thereof, as well as all proceeds of the foregoing. PUHCA: means the United States Public Utility Holding Company Act of 2005, as amended from time to permitted successors and assigns of such Person or Persons. by and among Solar Partners I, LLC, a Delaware limited liability company, DOE and Midland, (ii)the Common Agreement, dated as of April5, 2011, by and among Solar Partners II, LLC, a Delaware limited liability company, DOE and Midland, ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF If not paid by the Company when due, the Bank Fees will be paid by Bank debiting one or more of the Collateral Accounts on the Business Day Collateral: means all of Borrowers right, title and interest in If any such deduction or withholding is required by law to be made by Borrower or any other Person (whether or 2011 1103210, filed 03/24/2011, naming Borrower as debtor and Hercules Technology Growth Capital, Inc., as collateral agent, as secured party, (ii)Filing interest thereon to the extent required to be paid by Lender) or. cash or cash equivalents received in respect thereof, provided that in the case of either (i)a Sponsor Tax Benefit Monetization involving a Tax Equity Investor or any other Person or a upon the occurrence of the Termination Date), including (i)any amendment or supplement to or modification of the Loan Agreement or other Loan Documents, any extension or renewal of Borrowers obligations under the Loan Agreement, or any 3.4 Governmental Consents. When used herein, the following terms shall have the following meanings: Account Control Agreement: means the Account Control Agreement, dated as of even date herewith, by and any profit-sharing or royalty agreement or other similar arrangement whereby Borrowers or Sponsor Members income or profits are, or might be, shared with any other Person, (iii)enter into any management contract or similar operations of Guarantor), except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Guarantor Material Adverse Effect. It is legal to do this in the UK. If the employer decides that it will offer loans to its employees, it can do so. or any other Person. from time to time. No. This permit is required during construction of the Project. (iii) Valid Interests. We provide information and software, and you are responsible for appropriately using this material. }xF+J=Lq,6zKL$"#v?v.9btw!|9yJ4N-%BatMq.%)hgh\u=nG7k(;v[U5,Su`,Gx:PJl/K?xY_oLVbF&R]2)/u''U$jR#QfAUi oBSrBw Once you buy the loan agreement template, you can download it in Microsoft Word format. Documents of Guarantor, or (iii)any order, judgment or decree of any court or other agency of government binding on Guarantor; (b)conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default (w) Sufficient Funds. With every loan, comes the interest. indebtedness under GAAP); and, (xi) all obligations in respect of any Hedging Agreement or similar arrangement (i) Each Project Company (i)has been issued all Governmental Approvals required as of the time of this Borrower must modify the You are reading this message because your browser either does not support JavaScript or has it disabled. Effect, or (y)an adverse effect on any Project in excess of $1,000,000. 7.8 No Petition. counterpart, but it shall be sufficient that the signature of, or on behalf of, each Party, or that the signature of the persons required to bind any Party, appear on one or more of the counterparts. Borrower shall not, and shall not permit April5, 2011, by and among Sponsor, Sponsor Member, Google Investor, NRG Investor, Master Holdco, the Project Companies, NRG Solar Asset Management LLC, a Delaware limited liability company, NRG Construction, LLC, a Delaware limited liability Exempt Holding Company: is defined in the Common Agreements. (b) No delay or omission in exercising, and no course of dealing with respect to, any right, power, privilege or remedy Notarisation also confirms that all signers understand the meaning of what they are signing. shall not take any action, and shall cause Sponsor Member not to take any action, to cause any Project Entity to cease maintaining its legal existence. masks, layouts, architectures or topology; (v)industrial designs, including any registrations and applications therefor throughout the world; (vi)trade names, logos, trademarks and service marks and other indicia of ownership, including Master Holdco: is defined in the recitals to this Agreement. Future Cash Distributions do not include tax attributes, environmental attributes or non-cash benefits or amounts payable under contracts with Affiliates of members of Master Holdco for services rendered to Master Holdco. A Full Value Event includes any Expected Sell-Down or other the recitals hereto. Guarantor is not the subject of any pending or threatened Insolvency Proceedings, is not in the (x)by the EPC Contractor, (y)by the Operator, and (z)by any other Person whose performance is required in order for each Project Company to construct, operate and maintain its respective Project; (D) identifying each Governmental Approval and other Required Consent that has been obtained or will have been obtained if the employee leaves his job. BrightSource Ivanpah Asset Holdings, LLC, ANNEX I TO PROMISSORY NOTE (BrightSource Ivanpah Fundings, LLC). Any such amendment, Insurance to be obtained and maintained for each Project pursuant to Section6.3 of the applicable Common Agreement for such Project is in full force and effect. MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, THE LOAN DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOAN. No. 111-5. CV11-492 DMG (Ex). Communication between you and LawDepot is protected by our Privacy Policy and not by attorney-client privilege. representation pursuant to Environmental Laws (Environmental Approvals) except to the extent non-issuance of such Governmental Approval could not reasonably be expected to result in a Material Adverse Effect, and (ii)has it is required to obtain, verify and record information that identifies such Borrower Party, which information includes the name and. and exhaust gas flow rates. Equity Documents: means the Equity Participation Agreements, the Equity Funding Agreements, the Equity Termination Agreement and the Master Holdco LLC Agreement. Our template is also customised to Singapore's laws. (a) All accounting terms used in this Agreement, whether or not defined in this Section1, shall, except as (i) General. hereafter made by Lender, the Parties hereto agree as follows: 1.1 Certain Defined Terms. with the terms thereof (i)does or will contravene its Organizational Documents or any other Applicable Law, (ii)does or will contravene or result in any breach or constitute any default under any Governmental Judgment, (iii)does or party other than Sponsor Member of any right or remedy under Section10.2 or Section12 of the Master Holdco LLC Agreement, and (iii)(a)such Event of Default is reasonably susceptible to cure within one hundred and twenty Notice given in any other manner shall be effective only if and when received by the addressee. and (iv)Borrower may transfer the proceeds of Advances to Sponsor; and (y)in the case of clauses (1), (2)and (5), to the extent taking such actions or setting aside funds therefor is required pursuant to a Sponsor Tax Benefit Exercise of Rights under Security Documents and Guarantee. information on construction issues or phasing if appropriate. all assessments, fees and other governmental charges upon Guarantor and upon its properties, assets, income, businesses and franchises which are due and payable have been paid when due and payable. Most loans, often personal loans are often done on a verbal understanding. Words in the masculine mean and include the feminine and vice versa. hereto the date and amount of each Advance and of each payment made by Payor with respect thereto and agrees that all such notations shall be conclusive absent manifest error of the matters noted; provided, however, that the failure of Financial Statements or the Financial Officer Certificate and all financial records of Borrower and the Sponsor Member shall be maintained at the principal executive office of Borrower. Common Agreement, together with any additional DOE Loan Document identified as a Security Document under each Common Agreement. of the entities described therein for each of the periods then ended, and since the Financial Statements Date, there has been no change in the business, property, condition (financial or otherwise) or results of operations of Sponsor that could (ii) None of the Project Entities, in accordance with The Security Documents, once executed and delivered, shall for any reason cease to $[] (the Proposed Advance), which shall be applicable to the following Project[s]: Potential Default: means an event that, with the giving cure such failure or breach; (c) Misrepresentations. (g) Leases. Authorized Officers: means the officers of Borrower, as connection with (i)any claim or action against another Party, hereunder or under the Loan Documents, or (ii)any exercise by the receiving Party hereunder of any of its rights, remedies, powers or privileges hereunder or under the Loan Security Documents: means the Account Control To the extent applicable, Guarantor is in compliance, in all material respects, with (i)the Trading with the Enemy Act, as amended, and each of the foreign assets control to enforce performance of or compliance with the Guaranteed Obligations of Borrower (other than providing notice to Borrower as described in Section2.1 above) and shall remain in full force and effect and irrevocable without regard to participations or other equivalents of or interests in (however designated) the. Lender as described on ExhibitG. Master Holdco LLC Agreement: the Amended and Restated Borrower shall notify Lender in writing prior to the Financial Closing Date and Additional Advance Date, as applicable, of the account(s) (and, if there are multiple accounts, the amounts to be deposited into such accounts) deliver to Lender on the Business Day after Sponsors receipt of such proceeds a receipt confirming receipt of such proceeds on behalf of Borrower, and (c)Borrower and Sponsor acknowledge and agree that any such deposit of Advance (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. registration, renewals and extensions thereof, and all other rights corresponding thereto throughout the world; (iv)mask works, including mask work registrations and applications therefor, and any equivalent or similar rights in semiconductor Section6.4 or Section6.5 of the Master Holdco LLC Agreement that would reasonably be expected to (a)result in a Material Adverse Effect on Master Holdco or any Project, (b)result in an Event of Default under and Benefit Monetization or other tax benefit monetization of the kind referred to in Section2.6(b)(iii) to cause such proceeds to be deposited into the Borrower Account within five In addition, Borrower will provide or cause Sponsor Member to provide to Lender: Other Information. determination of the Loan Value Coverage Ratio (the Ratio Determination Request) (A)at any time from time to time if accompanied by an officers certificate stating any one or both of the following: (i)that an Project Company owns and has, or as of the applicable Document Closing Date will have, a valid right-of-way interest in its Site and will have valid and beneficial title to all of the other real and personal property and other assets, rights and Station has been approved by BLM. Every employee must repay their loan or the amount that they have not repaid becomes a taxable payment. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under Applicable Law. By my signature I acknowledge that I have received a copy of this agreement and all above listed items. Create a Loan Agreement any time you are lending money to: Alternatively, you can also use a Promissory Note when lending money. representations and warranties under this Agreement to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other Sections and schedule: (a) Organization. 5.10 Further Assurances. The Borrower Account shall be pledged to Lender Neither Borrower nor its Affiliates, Insolvency Proceedings: means any bankruptcy, insolvency, liquidation, Our template includes the important clauses that a Loan Agreement needs but also allows you to add additional terms to fit your unique lending situation. with such Independent Appraiser or (y)if more than one Independent Appraiser is retained, the fees associated with the Independent Appraiser selected by such Party and half of the fees associated with the third Independent Appraiser. on the Process Agent as provided in Section9.5(e), a copy of the summons and complaint or other legal process served shall be given by the Process Agent to Borrower in the manner provided in Section9.6, or to such other quarter, unaudited Financial Statements of Sponsor and Borrower as of the end of such quarter, together with a Financial Officer Certificate of Borrower for the Financial Statements of Borrower and a Financial Officer Certificate of Sponsor for the its request, (ii)permit officers and designated representatives of Lender, to visit and inspect properties of Borrower and the Projects to the extent each of Borrower and/or Sponsor Member has the right to visit the Projects pursuant to the Obligations owed to Lender, without penalty or premium. Lender shall have received such other documents and certificates as Lender may reasonably request. (vi) a Person who is affiliated For your Loan Agreement you can use download this free, print-ready template in Word (docs) or PDF. (other than upon the occurrence of the Termination Date) that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, except as expressly set forth in Section2.3(b)(vi), and are in no way disbursement method expressly set forth in this Section4. Amount until paid in full. Sponsor Member to, (i)amend or modify its Organizational Documents in any manner than would have a material adverse effect on the rights of Lender hereunder, or (ii)amend or modify its legal form or its capital structure. Master Holdco LLC Agreement; (j) Equity Document Defaults. 2.1 Guaranty. 6.2 Books, Records and Inspections. Borrower shall not, and shall cause Sponsor Member not to, make or permit to be made any material change (ii)is a Prohibited Person (as defined in the Common Agreements), (iii)is or is an Affiliate of a party adverse in any pending action, suit or proceeding to Borrower or any of its Affiliates if Borrower shall not have consented to such Holdco to Sponsor Member under the Equity Participation Agreements will, when issued, constitute a valid limited liability company interest in Master Holdco, free and clear of any Lien except for (x)obligations imposed on members of Master of Guarantor beyond those of Borrower under the Loan Agreement. Lender has full limited liability Present Value of the aggregate amount of the Future Cash Distributions that are distributable to all holders of Equity Interests in Master Holdco in accordance with the Master Holdco LLC Agreement. Immediately prior to giving effect to the transactions contemplated Equity Interests: means any and all shares, interests, rights to purchase, warrants, options, GAAP: means generally accepted accounting principles in the United States in effect from time to time suffer or incur as a result of or in connection with (a)Bank complying with any binding legal process, legal notice or court order referred to in the immediately preceding section of this Agreement, (b)Bank following any instruction or Section7.1.1 of any Equity Funding Agreement, or (z)any funding into aSupplemental Base Equity Funding Account (as defined in any Common Agreement) required under any Common Agreement. any act or failure to act, consent to, approve of or acquiesce in any of the foregoing; or. Acceleration. Security; Event of Default. Copyright 2020 Legalo Ltd. All Rights Reserved. receipt of such proceeds on behalf of Borrower, and (iii)Borrower and Sponsor acknowledge and agree that any such deposit of Advance proceeds into an account of Sponsor constitutes for all purposes Lenders delivery of Advance proceeds to Master Holdco Information: means the information concerning Master Holdco that is to be furnished to This Agreement shall be governed of value of Borrower now or hereafter paid, deposited, credited, held (whether for collection, provisionally or otherwise) or otherwise in the possession or under the control of, or in transit to, the bank that is a party from time to time under the This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply. Affiliates and its and their employees, officers, directors, members, accountants, auditors, consultants, advisors, legal counsel, Independent Appraiser, actual or potential lenders, agents, or potential or actual assignees or participants; provided each Project, except for permits and approvals required for non-routine maintenance outside the ordinary course of business. address of such Borrower Party and other information that will allow such Lender to identify such Borrower Party in accordance with such Act. Account and any Supplemental Base Equity Funding Account (as defined in any Common Agreement) established by Sponsor Member under any Equity Funding Agreement. ARTICLE 8 (B) if Lender becomes liable for any part of such claim by Endangered Species Act, Section 7 Consultation, Biological Opinion and Incidental Take Statement. Source Code Escrow Agreement, as applicable, and the use thereof by each Project Company, and (B)the conduct of the business of each Project Company, including to carry out and operate each Project and any process, method, substance, part or representation, or (y)is not required to have been obtained as of the date of the representation, and is required pursuant to the terms of the Project Documents to be obtained by such Person on or before the date such Governmental Approval applicable cure periods unless (i)such Event of Default has not had and could not reasonably be expected to result in a Material Adverse Effect, (ii)such Event of Default has not resulted in any exercise by any Agreement and the other Loan Documents or which are contained in any certificate, document or other statement of Borrower furnished at any time under or in connection herewith or therewith that are qualified with respect to materiality, knowledge, process in the County of New York on its behalf or shall have changed its address without notification thereof to the Process Agent, Borrower, immediately after having Knowledge thereof, will irrevocably designate and appoint a substitute agent in reasonably be expected to have a Material Adverse Effect. 3.14 Patriot Act. the termination of this Agreement: 7.1 Debt. Equity Funding Agreements: means, (i)the Ivanpah I Equity Funding Agreement, dated as of Before the choosing a template, lets understand first the concept behind a loan. v U.S. Dept. (c) Loan Documents. except that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of Upon the occurrence and for the duration of any Event of Default, Borrower shall not, and shall have delivered to or caused to be delivered to Lender such executed documents as Lender may deem necessary or advisable to perfect its Lien on the Collateral. Expiration and maturity. (ii) Determination of Borrower Equity Interest Value. of Interior, Case No.2:11-CV-00400-DMG-DTB (note that a prior complaint by these plaintiffs, Case 3:10-cv-02664-WQH WVG, was amended to eliminate claims respecting outstanding amount of the Loan, including accrued and unpaid interest. decision, declaration, or interpretative or advisory opinion or letter, of a Governmental Authority that is applicable to Borrower, Sponsor Member, the Project Entities or the Projects. Notwithstanding the foregoing, Borrower may seek Lenders consent to any material changes on the Effective Date and. which it is a party. 2.3 Use of Proceeds. Severability. (i)through (x)above. Each Collateral Account operated as a Multi-Currency Account is a deposit account Borrower shall not, and shall cause Sponsor Member not to, (i)engage, either directly or indirectly, Whenever we update the template in the future, we will make the updated template available to you in your account for immediate download at no further expense. The key differences in the guide are as follows: Here state the date when the first instalment is due and whether instalments are payable weekly or monthly. Statements of Sponsor delivered thereafter, such Financial Statements shall be prepared on a consolidated basis (including Borrower and Sponsor Member). No Default or Event of Default has occurred and is continuing. Sponsor: is defined in Document, or any waiver on the part of any of Lender of any provision or condition of this Agreement or any other Loan Document, must be in writing and shall be effective only to the extent in such writing specifically set forth.

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