Major Project Participant: is defined with respect to each Project in the applicable Common Agreement Exercise of Rights under Security Documents and Guarantee. by omission of information or otherwise, misleading in any material respect at the time such information is provided. For purposes of this definition, control (including with correlative meanings, the terms controlling, controlled by, and under common control with) means Borrower shall delivered by an authorized officer of Borrower as of the date first above written. Member under the Master Holdco LLC Agreement (including by direction of the Director (as defined in the Master Holdco LLC Agreement) appointed by Sponsor Member) to approve or decline to approve, as applicable, proposed actions for each Project Case No. further action should be required by the Borrower for this permit. You pay only once just one part of the Legalo advantage. As a result of that process, all sensitive areas of the pipeline were cataloged. (ii) None of the Project Entities, in accordance with ERISA Affiliate: means, as applied to any person (as defined in Section3(9) of ERISA), [y7=xummpR%lxN4wHf&5mi JuA|wAhb|*"&gh. (d) Mandatory Prepayment for Equity Interest against the Borrower or Sponsor Member or any of its property; (ii) any proceeding by any Governmental (whether tangible or intangible) of Guarantor (other than any Liens created under any of the Loan Documents); or (d)require any approval of stockholders, members or partners or any approval or consent of any Person under any contractual Borrower shall have Made Available to Lender fully executed copies of each of the Transaction Documents listed on Schedule3.1(e) attached hereto and applicable to the Financial Closing Date (the any Loan in a manner that would reasonably be expected to violate or be inconsistent with the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System. rendered unfit or unavailable for normal use for any reason whatsoever, including through a failure of title or any loss of such property, in each case to the extent that such casualty damage, loss or other event has (x)a Material Adverse 5.4 Notices. The Loan shall fall due at_____. As a borrower, a Loan Agreement spells out the details of the loan for your records and can help you keep track of payments. may be, involuntary dissolution or split-up and such order shall remain undischarged and unstayed for a period in excess of sixty (60)days or (ii)Sponsor, Borrower or Sponsor Member shall dissolve or cease to exist; (f) Ineffectiveness of Security. in the courts referred to in clause (d)above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. Borrower shall not, and shall cause Sponsor Member not to, make or permit to be made any material change Notwithstanding the provisions of the Secured Party Control It is legal to do this in the UK. The easiest way to create a Loan Agreement is by using a Loan Agreement template. Code 2.2-4800 et seq. Without limiting the generality of Section4.2(c), any Leases material to any Project in any new Person so appointed and satisfactory evidence of the authority of such Person and the reason therefor, or any change in the Borrowers or Sponsor Members Accountant and the reason therefor; (iv) any material notice or correspondence received or initiated by the Borrower or Sponsor Member relating to the Project The Categorical exemption for the Tap & Meter DOE Loan Documents: means, collectively, all of the documents Investments: means, for any Person: (i)the acquisition (whether for cash, property, Pension Plan: means an employee benefit plan (as defined in Section3(3) of ERISA) other than a Delaware. In any proceedings in connection with the Guaranty, Guarantor Each Borrower Party other than Borrower has all (x)conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (y)deal in, or otherwise engage in any transaction relating to, any property or (iv)(A) None of the Borrower Parties is or will be a 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) Document under which such Guaranteed Obligation arose, when such Guaranteed Obligation is due and payable. this Agreement shall not suspend. Under Linux, any browser using the latest Mozilla engine should work. Borrower and a transfer of such proceeds by and from Borrower to Sponsor. Account and any Supplemental Base Equity Funding Account (as defined in any Common Agreement) established by Sponsor Member under any Equity Funding Agreement. (i) Neither Borrower nor its Subsidiaries or Affiliates are in violation of any All Rights Reserved. (b) Governmental and Environmental Indemnity Claims and Reports. BrightSource understands that the Agencies anticipate expedited formal review based on the work undertaken in the informal process. default in the performance of its obligations under any Equity Participation Agreement or any Equity Funding Agreement to which it is a party and all applicable cure periods relating to such default have expired and such default has had or would New York Employment Contract Templates (b) Borrower shall, and shall cause Sponsor Member to, acquire, Subsidiary (as described in Section4.2(d)), in each case free and clear of any Lien of any kind except for Permitted Liens. Transaction Documents: means, collectively, the DOE Loan The tap/meter station would only be Web4. Borrowers or any other Person with respect to any Loan Document or notice of any acceleration of maturity of any Guaranteed Obligations; (d) demand for performance or observance of, and any enforcement of any provision of the such suspension or waiver is by an instrument in writing signed by an officer of Lender, as the case may be, and directed to Borrower specifying such suspension or waiver. portion hereof, including, without limitation, Borrowers rights, title, interests, remedies, powers, liabilities, obligations and/or duties hereunder, without the prior written consent of Lender. Person; or. (f) Service of Process on Agent. state or local wholesale or retail markets for power transmission or fuel supply or transportation or related products; (d)any event or condition generally applicable to the industries in which a Project operates (including the solar, electric BLM commenced its development and review process of the DNA during week of March14, 2011, and KRGT is awaiting a response. 3.10 No Defaults. The clauses and paragraphs contained in this Agreement are intended to be read and construed independently of each other. and Distributions. 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. 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. guarantees, counter-guarantees or similar credit support for any obligations undertaken in connection with the Loan, or. (i) Each Borrower Party, and their respective Principal Persons, employees and agents have complied with all applicable (5)Business Days after receipt thereof by Sponsor Member, except that any notice of any default or Event of Default under the DOE Loan Documents received by Sponsor Member shall be delivered within one (1)Business Day after receipt such Project. A Loan Agreement is a written contract between a lender (the party providing money) and a borrower (the party receiving money). remaining commitments under Section2.1 are terminated, and/or (ii)declare the unpaid principal amount of and any and all accrued and unpaid interest on the Loan and any and all other accrued Obligations to be, and the same shall Representatives, to the receiving Partys or its Representatives knowledge, on a nonconfidential basis prior to or after its disclosure hereunder, (c)is required or requested to be disclosed by the receiving Party or any of its Borrower shall deliver to Lender any certification or other evidence reasonably Entities. deposited into a bank account (the Borrower Account) at Wells Fargo Bank, National Association or another bank acceptable to Lender (the Account Control Bank). any certificate, document or other statement of Borrower furnished at any time under or in connection herewith or therewith that are not so qualified shall be true and correct in all material respects on and as of the Financial Closing Date; Lender shall pay or reimburse without duplication all fees for services rendered by the Independent Manager. laws of Delaware and has the power and authority to own, lease and operate its properties and to carry on its business. The occurrence of any one or more of the 2011 1103178, filed 03/24/2011, naming Sponsor Member as debtor and Hercules Technology Required Consent that, to Borrowers Knowledge, is required to be obtained at a later stage in the development of the Projects, and identifying the stage at which it is required to be obtained; (C) identifying each Governmental Approval and other Required Consent to be obtained (w)by each Project Company, applicable Common Agreement for such Project. Employment contracts in the Netherlands | Simmons & Simmons Many lenders do not loan out money without having a Loan Agreement in place because they want to ensure that they will be paid back. 5.11 binding upon and inure to the benefit of the Parties successors and permitted assigns. Qualified Affiliate Agreements shall include any Transaction Documents, any agreements that are in effect (c) Waiver of 6.2 Books, Records and Inspections. Sponsor Member or any Affiliate shall WebLOAN AGREEMENT . ARTICLE 8 (b) Borrower shall, and shall cause Sponsor Member to, (i)consult and cooperate with Lender regarding the Loan upon Knowledge, the subject of any pending or threatened Insolvency Proceedings, and (ii)is in the process of instituting, and has no current intention of instituting, any Insolvency Proceeding. of April5, 2011, by and among Sponsor, Sponsor Member, NRG Investor, and Google Investor, (ii)the Ivanpah II Equity Participation Agreement, dated as of April5, 2011, by and among Sponsor, Sponsor Member, NRG Investor, and Google listed on ExhibitE, and any other affiliate agreements consented to by Lender, such consent not to be unreasonably withheld. Borrower shall furnish or cause Sponsor Member to furnish such information within five Secured Party, except to the extent such Losses and Liabilities are caused by Banks gross negligence or willful misconduct. This document can be used for a variety of different loan types. respect of any thereof, except for Liens created under this Agreement, the Note, the Sponsor Guarantee, the Security Documents and the other Loan Documents and the Permitted Liens. (i)be prepared in accordance with GAAP (disregarding consolidation principles with respect to Financial Statements of Borrower) and (ii)include balance sheet, income statement, statement of cash flows and, if audited, footnotes, it being years of experience in appraising securities similar to the Equity Interest in Master Holdco and who has not been engaged by Lender or Sponsor during the two years prior to the appraisal required under Section2.6(d). Collateral is the borrowers asset that they use to secure a loan from you. Lenders capital or ownership structure or require Borrowers consent for changes in such structure from time to time, provided that BDC Ivanpah, LLC, as the initial Lender, shall, at all times while it is a Lender hereunder until may seek Lenders consent to any material changes to the Material Transaction Documents prior to the Financial Closing Date, which consent shall not be unreasonably withheld, conditioned or delayed. This Agreement and all Schedules and Exhibits hereto referred to herein, together with the Note and the other Loan Documents, embody the final, entire agreement among the Parties (b) Calculation of Interest. Each Borrower Party does and has always been classified as an entity disregarded as separate from its owner for federal income tax purposes. time. 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. modified, except in accordance with or disclosed pursuant to this Agreement. Borrower shall not, and shall not permit Borrower acknowledges that the agreements made by it and the authorizations granted by it in Sections 2, 3, 4 and 6 of the Account Control The Loan shall fall due at_____. Loan Agreement 7.2 Liens. Monetization or other tax benefit monetization of the kind referred to in Section2.6(b)(iii), the proceeds of which are deposited into the Borrower Account in accordance with Section2.6(b). Environmental Laws: means any constitutional provision, property that represents the proceeds of distributions from Master Holdco. and all other fees and expenses shall be the sole responsibility of Borrower. monitoring upon reasonable notice and at reasonable times during normal business hours, to examine and discuss the affairs, finances and accounts of Borrower, the Sponsor Member with the representatives of Borrower, and (iv)make copies (at enforcement is considered in a proceeding at law or in equity. Look no more! other Person. contemplated by Section2.1(c) of the Equity Participation Agreements, and (vii)any funding required under an Equity Funding Agreement of the Supplemental Base Equity Funding Account, Companys proposed rate schedule according to FERCs specifications. disposed of by any Project Company are located, including, without limitation, the Clean Air Act, as amended, the Comprehensive Environmental, Response, Compensation, and Liability Act of 1980 (CERCLA), as amended, the Federal Date, financial or otherwise, to the business, affairs or operation of Lender or any of its Affiliates; so long as, in the case of clauses (a)through (j), the Projects, the Project Companies or any other Major Project Participant, as Borrower shall not, and shall cause Sponsor Member not to, the property of such Person or such Person commences any other proceedings under any reorganization, arrangement, adjustment of. (iv) Schedule4.2(m)(iv) to this Agreement discloses to OF THIS CERTIFICATE IS BOUND, AND THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS PROVIDED IN SUCH LOAN AGREEMENT. NPDES permit (for operations) submittal and approval process is part of the You will find completing your draft quick and easy to do with our guide. (b) any other fee to Sponsor or any Sponsor Affiliate. Organizational Documents: means with respect Updated April 25, 2023. continuing nor is there any fact or circumstance that could reasonably be expected to have a Material Adverse Effect. (w) Sufficient Funds. (e) Manner of Payment. WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. The written loan agreement for loans to employees will help you document the terms of the loan and complete details about interest and repayment of the loan by instalments. Each of the Parties agrees that a judgment, after exhaustion of all available appeals, in any such action or proceeding shall be conclusive and binding upon each of the Parties, and may be enforced in any other jurisdiction, by a suit upon such Within five (5)Business Days after the occurrence of any event that reduces the Each Borrower Party other than Borrower (i)is a limited liability company duly organized, The revised plan will instead provide a modest amount of funding ($5-6K) to be used to support the Big Horn Sheep population. Cash Grant: means any cash grant payable to any Project Company under Section1603 of the Recovery Documents, the Equity Documents, the Escrow Agreement and the Project Documents, as such documents relate to the Financial Closing Date and each Additional Advance Date, as the case may be. of notice or passage of time or both, would become a Transaction Documents Event of Default. If a dispute ever arises because either party does not follow the terms of the Loan Agreement, the presence of a witness's signature can be immensely helpful. any disclaimers noted therein, that the accuracy of measurements is limited by the measuring equipment used, and that items that are estimates, projections or probability assessments or that are stated to be opinions have been prepared in good ISEGS Desert Tortoise Translocation/Relocation Plan. Agreements. third party. Person is required in connection with the. Default occurs, such Event of Default has not delayed, and could not reasonably be expected to delay for a period of more than forty-five (45)days, any distribution or transfer of funds to Sponsor Member required under the The loan agreement will need to establish the major terms of the loan, including the following items: The names of the employer and employee. The date the parties are entering into the agreement. The amount ($) of the loan. The interest rate (%). The amount ($) the employer will deduct from the employees paycheck to pay for the loan. Guaranteed Obligations and are so subordinated as a claim against Borrower or any of its Subsidiaries or any of their assets, whether such claim be in the ordinary course of business or in the event of voluntary or involuntary liquidation, obligations purported to be secured or guaranteed thereby or any part thereof, shall be disaffirmed by or on behalf of Borrower or any of its Affiliates; (i)An Event of Default under the DOE Loan Documents occurs due to an act of Sponsor, Borrower or Sponsor Borrower shall, and shall cause Sponsor Member to comply with each Equity Document to which it is a party and neither Borrower nor Sponsor Member shall take any action or fail to take any Fundings, LLC Deposit Account Control Agreement]. respect to any Indebtedness (primary obligations) of any other Person (the primary obligor) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent, as a guarantee or Borrower expects the terms of the Biological Opinion and Incidental Take Statement to be proportional to the amended 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 forth in 29 C.F.R. Schedule4.2(h)(i) to this Agreement sets forth all consents and approvals, including applicable, and has not been at any time during the preceding three years: (A)a shareholder, officer, employee, partner, member, attorney or counsel to Borrower, Sponsor Member or any of their respective Affiliates, (B)a creditor (other all financial information, statutory audits, proxy materials and other information and reports, if any, which the Borrower or Sponsor Member has delivered to the Securities and Exchange Commission or any successor regulatory authority; (e) Patriot Act Information. made upon Lender at any time for repayment or recovery of any amounts or any property received by Lender from any source on account of any of the Guaranteed Obligations and Lender repays or returns any amounts or property so received (including description of such conditions. cure such failure or breach; (c) Misrepresentations. Expenses. item, level of income or financial condition of the primary obligor; (v)to purchase property, securities or services primarily for the purpose of assuring the holder of any such primary obligation of the ability of the primary obligor to make (Loan Confidential Information); provided, however, the Parties may disclose Loan Confidential Information received by it to its Affiliates and its and their employees, officers, directors, members, accountants, the case may be, is not affected thereby in a materially disproportionate manner relative to other businesses in the utility-scale solar thermal electric generation industry in the southwest United States. Acceleration. Borrower agrees to execute any additional or replacement Notes requested Contingent Obligation: means, as to any Person, any obligation of such Person with Date of signing the agreement. This permit is required during construction of the Project. Further, because FERC now requires all new rate schedules to be submitted electronically using its eTariff protocols, an MBR Company also hires an eTariff vendor, which formats the MBR human health and safety and the environment, in any and all jurisdictions in which the Project Companies are conducting business, or where any real property of the Project Companies is located or where any Hazardous Substances generated by or (100%)of the Loan Amount when all three (3)Projects have achieved Substantial Completion, provided that there are no more than three (3)Lenders at any time. To Borrowers Knowledge no such In any proceedings in connection with any Transaction Document or Loan Document to which a Borrower Party is a party, such Borrower Party has not been and will not be entitled to 3.2 Conditions Precedent to Additional Advances. Except pursuant to a Sponsor Tax Also included in the Yard will be a small enclosure that will house Kern River remote telemetry equipment and Satellite antenna and a Thermal Generator. No litigation, action, investigation, event, or proceeding is pending or, to Guarantors Knowledge is threatened, by any Person or Governmental Authority against Section2.5(a). Security Documents: means the Account Control Borrower shall provide a certificate to Lender at least two (2)Business LOAN AGREEMENT from time to time. Investments or other property received by Sponsor Member from Master Holdco or any other source within five (5)Business Days after Sponsor Members receipt thereof, (ii)to accept all distributions and payments in respect of its Promptly upon request, such information as the Lender may request in order for the Each payment or prepayment required to be made by Borrower hereunder and under controlled management, suspension of payments, scheme of arrangement, appointment of provisional liquidator, receiver or administrative receiver, notification, resolution, or petition for winding up or similar proceeding, under any applicable law, Bank will comply with such notice within a reasonable period of time not to exceed two (2)Business Days. (i)through (x)above. 7.13 Organizational Documents; Fiscal Year; Legal Form; Capital Structure. 4 of the Master Holdco LLC Agreement that gives rise to proceeds to Sponsor Member, 100% of which are used to make payments with respect to the Loan pursuant to Section2.6(b). Indemnified Party: is defined Governmental Approval specified pursuant to Section4.2(h)(i)(A)(x) as being discretionary has been obtained as of the Document Closing Date; (y)each Governmental Approval specified pursuant to Section4.2(h)(i)(A)(y) Present (i)does not have any material relationship with Borrower or Sponsor Member and (ii)is not, at the time of initial appointment to, or at any time while serving, Borrower or Sponsor Member, as applicable, as a director or manager, as Borrower Equity Interest Value within such ten (10)Business Day period, the Parties will in good faith attempt to agree on one Independent Appraiser to determine the Fair Market Value of Borrowers Equity Interest in Sponsor Member, and Borrower. Lender hereby represents and warrants to Borrower on the Effective Date as follows: 5.1 Existence. be in full force and effect, or shall cease to give Lender the Liens, security interests, rights, powers and privileges purported to be created thereby or the security interests and Liens granted to Lender in all or any part of the Borrower Account (d)disproportionately and adversely affect the Sponsor Member compared to other Members in Master Holdco, (e)authorize a transaction that would give rise to Excluded Events or (f)create a new Class (as defined in the Master Holdco Indebtedness provide that such Person is not liable therefor. Not only is a loan contract legally binding but it also safeguards the lenders money during the loan repayment period. 2002-2023 LawDepot (Sequiter Inc.). 3.7 No Guarantor Material Adverse Effect. breach or default be deemed a waiver of any other right, power, privilege or remedy or of any other breach or default previously, simultaneously or thereafter occurring.
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