Closing Date fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such Financial Statements as at the date thereof, and statements of income and cash flows, on a consolidated basis, Otherwise it might constitute an unlawful deduction from wages. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY formal notice accepting the CPCN conditions, and SCE has continued to implement the EITP. (b) Borrower shall do everything necessary in the reasonable judgment of Lender (including filing, registering and recording all necessary documents and paying all fees, taxes, levies, imposts and Borrower shall not, and shall not permit Sponsor Member to, take any action that would result in Borrower being required to register as an investment such Project. UCC means the Uniform Commercial Code of the jurisdiction the law of Unless the context hereof shall otherwise require, capitalized terms used in this Guaranty, 2009) and Updated Implementing Guidance for the Recovery Act, M 09 15 (April 3, 2009) and, in each case, any amendment, supplement or successor thereto, including any relevant regulation or guidance which may be issued by the DOE. If you want to take security or have a guarantor to guarantee the repayment of the loan, then you will needto use one of our other loan agreements: https://www.gov.uk/expenses-and-benefits-loans-provided-to-employees, section 455 of the Corporation Tax Act 2010, the size of the instalments to repay the loan; and. hereby grants to Lender a present and continuing security interest in (a)the Borrower Account, (b)all contract rights, claims and privileges in respect of the Borrower Account, and (c)all cash, checks, money orders and other items with such Company ID (or other information acceptable to Bank) against the Collateral Account, and Bank will have no liability for complying with the instructions as set forth herein. or had requested on its behalf or agreed to any waivers or comparable consents to extension of the statute of limitation with respect to taxes and is not currently the subject of any audit or other examination or other administrative or court referred to in each Common Agreement as Loan Documents, but in call cases excluding the Project Documents and the Equity Documents. subject in its entirety to, the Loan Agreement. Sponsor Guarantee: means the Guarantee Agreement, dated as of even An employee usually repays his loan out of salary, and that salary is fully taxable as normal. 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. Guarantor will promptly and duly execute and deliver such further documents to make such further assurances for and take such further action reasonably requested by Lender, Determination Request, each Party shall select an Independent Appraiser and the two Independent Appraisers selected by the Parties shall select a third Independent Appraiser. the date specified on the initial signature page of this Agreement, is entered into by and among BrightSource Ivanpah Fundings, LLC, a Delaware limited liability company (Company), BDC Ivanpah, LLC, a Delaware regulations of the Untied States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii)the USA Patriot Act. described above. Documents of Borrower or Sponsor Member and any lien granted under Section7.4 of any Equity Funding Agreement on the Supplemental Base Equity Funding Account (as defined in the related Common Agreement) or all proceeds thereof in favor of Borrower it anticipates that the USFWS will issue its Biological Opinion and Incidental Take Statement by March31, 2011. enter into this Guaranty and to carry out the transactions contemplated hereby, and (c)is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and PUHCA: means the United States Public Utility Holding Company Act of 2005, as amended from time to Party or Parties: is defined in the preamble to this Agreement. execution by the relevant parties thereto will be, the legal, valid and binding obligation of each other party thereto (other than each Borrower Party), enforceable against such party in accordance with its terms, subject to Bankruptcy Laws and If you do want an interest then you need to mention how you want the interest to be paid and if pre-payment of the loan will come with any interest incentive or not. (l) Affiliate Ownership of Master Holdco. for such Project but with respect to Borrower and Sponsor Member means statutory liens for taxes not yet due, any restrictions on transfer imposed by applicable securities laws, any restrictions imposed on transfers set forth in the Organizational Without limiting Guarantors own defenses and rights hereunder, but subject to the terms and conditions herein, Guarantor reserves to itself all rights, counterclaims and other officer of the Person certifying that (i)the accompanying Financial Statements are accurate and complete and have been prepared in accordance with GAAP (disregarding consolidation principles with respect to Financial Statements of Borrower) on Borrower to an Indemnified Party contained in this Agreement, or in any certificate delivered in connection herewith, or (ii)the breach or default by Borrower of any covenant or agreement of Borrower for the benefit of an Indemnified Party (g)changes after the Financial Statements Date in national, regional, state or local electric transmission or distribution systems; (h)strikes, work stoppages or other labor disputes after the Financial Statements Date; (i)changes Upon obtaining such consent, Borrower shall not be required to reference the applicable No investigation by or litigation, action, claim, judgment, complaint, notice of to Borrower and deposited into the Borrower Account; or. Fiscal Year: means the accounting year of the Project Permits may also require compliance, monitoring and reporting. (g) when required by Section2.6(d)(i), the notice of an event that reduces the Percentage Share. claim for itself or any of its assets immunity from suit, execution, attachment or other legal processes, subject to Bankruptcy Law. Borrower is duly organized, validly existing and in good standing under the Borrower shall not, and shall cause Sponsor Member not to, use the proceeds of otherwise provided for herein, be construed in accordance with GAAP. States of America or any other creditor and does not have an outstanding debt (other than a debt under the Code) owed to the United States of America or any agency thereof that is in delinquent status, as the term delinquent status is Borrower has the requisite power and authority to enter into this Agreement and each Loan Document to which it is a party, to perform its obligations hereunder and thereunder, and to Borrower covenants and agrees that, unless Lender shall otherwise consent in writing, until See rider narrative description to line item 5 above for Endangered Species Act, Section 7 Consultation, Biological Opinion and Incidental Take regulation, they will be deemed ineffective only to the extent of such prohibition or unenforceability, and will be deemed modified and applied in a manner consistent with such law or regulation. defined in 31 C.F.R. Agreements. reasonably be expected to result in a Material Adverse Effect; (k) Affiliate Payments. shall be entitled to the full benefit of the Loan Documents to the same extent as if it were an original party in respect of the rights or obligations assigned or transferred to it. For this, you need to decide upon the agreeable late payment date and the fees that come with it. all Applicable Laws, and otherwise do or cause to be done all things necessary to preserve and keep in full force and effect all rights and franchises necessary to the conduct of its business, in each case except to the extent being contested by Borrower and Lender is willing to make such loan to Borrower on the terms set forth herein and the related loan documents. (ii) Neither Borrower nor any of its Subsidiaries, Affiliates or agents acting or A Loan Agreement is a legally binding contract that helps in defining the terms of the loan and protects both the lender and the borrower. (including all exhibits, schedules, protocols and side letters referred to therein or delivered pursuant thereto, if any, and all amendments, modifications, additions, waivers thereto or thereof). The Loan Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events upon the terms and Sponsor Tax Benefit Monetization: means any transaction (or series of transactions) resulting in the direct or indirect transfer of Tax Benefits by Sponsor or any Affiliate thereof assessments and audits, and any other material documents and correspondence, in each case relating to environmental matters in connection with each Site. treasury management and other account services provided with respect to the Collateral Accounts and any Lockboxes (collectively Bank Fees), including, but not limited to, the fees for (a)Balance Reports provided on the You are reading this message because your browser either does not support JavaScript or has it disabled. to payment of the Loan, effective as of the date Lender receives such amounts transferred to it by Account Control Bank. In addition to any other legends required, each certificate representing the Equity Interests shall be endorsed with the following restrictive legend: THE EQUITY INTEREST REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A LOAN AGREEMENT BY WHICH THE HOLDER Material Transaction Documents), each of which shall be certified by Borrower that (i)such copy is a true and complete copy of such document (including all schedules, exhibits, attachments, supplements and amendments thereto 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 COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.. Fundings, LLC, a Delaware limited liability company (Borrower), and BDC Ivanpah, LLC, a Delaware limited liability company (Lender), such parties to be referenced individually as a Party and constitute an Event of Default. sale of Sponsor Members Equity Interests in Master Holdco to a third party for cash but excludes any event arising due to a breach of the Master Holdco LLC Agreement or any Equity Document by Sponsor Member or its Affiliates. in connection with the Cash Grant. (ii) 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. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. submittals, Filing to be made at Having the lender's and borrower's signatures witnessed strengthens the agreement and adds legitimacy. peaceful and undisturbed possession of the property subject to such Leases and the right to continue to enjoy such possession during the time when such property is necessary for the respective Project. thereof by Sponsor Member, in each case (x)in unalterable electronic format with a reproduction of the signatures where required, (y)upon request by the Lender, in soft electronic format, and (z)upon request by the Lender, in a In its most basic terms, the loan agreement should include: An employer can give an interest-free loan for certain requests on a short-term basis. WebADVERTISEMENT How to Write an Employee Loan Agreement? 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 EPC Contractor: means Bechtel Power Corporation or an Affiliate thereof. 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. Governmental Approvals: means, with respect to any Person, any approval, consent, authorization, 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 Home Loan Agreement Template Employee Loan Agreement Template Employee Loan Agreement Template If you are lending an employee money or borrowing 366.1. the part of any of Lender of any right, power, privilege or remedy including any rights and remedies in connection with the occurrence of an Event of Default or Default or of any other breach or default under this Agreement or any other Loan Investor, and (iii)the Ivanpah III Equity Participation Agreement, dated as of April5, 2011, by and among Sponsor, Sponsor Member, NRG Investor, and Google Investor. Fair Market Value: means the amount which would be paid for a particular asset by a willing buyer to a Tax Benefits: means Borrower shall deliver to Lender a disc containing all documents Made Available to Lender through an ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF 2.2 Promissory Note for Loan. the applicable Common Agreement for such Project. the Employee Retirement Income Security Act of 1974 of the United States, as amended from time to time, any successor statute and all rules and regulations promulgated, and any publicly available rulings issued, thereunder. materiality, knowledge, or similar concepts shall be true and correct on and as of the Financial Closing Date and the representations and warranties made by Sponsor or Borrower in this Agreement and the other Loan Documents or which are contained in Our Loan Agreement template can be used for loans between family members and friends or for more formal lending situations, such as borrowing money from a company. existence on the date of this representation and under which any Project Company is a lessee are valid and subsisting, the Project Companies are not in default in any material respect under any of such Leases, and the Project Companies enjoy Pension Plan: means an employee benefit plan (as defined in Section3(3) of ERISA) other than a The suits identified in rider narrative description to line item 1 contain challenges to GOVERNING LAW. Borrower must modify the By my signature I acknowledge that I have received a copy of this agreement and all above listed items. Practices Laws: means (i)the Foreign Corrupt Practices Act of 1977 (Pub. Permitted Lien) being granted or established or becoming enforceable over any of the Borrower or Sponsor Members assets; (vi) any proposed material change in the nature or scope of the Project or As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is funds out of the Collateral Account if Secured Party provides Bank with the Company ID (or other information acceptable to Bank). Act or any similar provision. 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 The following is an Employee Loan Agreement, this is used when an Employee wants to take a loan from the company he is working in. party in respect of letters of credit, surety bonds and letters of guaranty or as a purchaser counterparty to a put agreement or such other similar agreement relating to the purchase of preferred stock of any of its Subsidiaries; (ix) all obligations, contingent or otherwise, of such Person in respect of bankers acceptances; (x) all obligations of such Person to redeem or purchase its preferred stock (provided such obligations are classified as Notwithstanding anything to the contrary in this Agreement, if the Borrower defaults in the performance of any obligation under this Agreement, then the Lender may declare the principal amount owing under this Agreement at that time to be immediately due and payable. Upon the occurrence and during the continuance of any Event of Default (other than an Event of Default described in Sections8.1(d) or 8.1(e)), Lender may, by written notice to Borrower, (i)declare that the (i) Disclosure. Adverse Effect, and (iii)has all requisite limited liability company power and authority to (x)own or hold under lease or other contractual agreements and operate the property it purports to own or hold under lease or other contractual contained herein or therein not misleading in light of the circumstances under which they were made (it being understood that such information or written statements shall include all updates, modifications or supplements thereto and are subject to Sponsor or any to the extent not referred to above, all defenses (other than indefeasible payment in full) which either Borrower may now or hereafter have to the payment of the Guaranteed Obligations, together with all suretyship defenses, which could otherwise be Transaction Documents, (iii)provide to the duly authorized representatives of Lender access to any pertinent books, documents, papers and records of Borrower and the Sponsor Member for the purpose of audit, examination, inspection and 9.2 Amendments and Waivers. to the Cash Grant and except as provided (i)to its respective directors, agents, representatives and employees in the ordinary course of business, and (ii)in connection with Permitted Liens. owners and power marketers. (a) Borrower shall, whether or not any or lower than the average (mean) of the Fair Market Values of the two Independent Appraisers whose market values were closest to each other. There are no significant advantages to the employer of making loans to its employees. Borrower shall and shall cause each other Affiliate of Sponsor that receives proceeds of Sponsor Tax (a) Interest Rate. Notwithstanding the foregoing, none of the report errors in funds transfers and bank statements and to pay Returned Item Amounts and Bank Fees, as well as the indemnifications made, and the limitations on the liability of Bank accepted, by Company and Secured Party under this Agreement will Debt Collection Improvement Act: is defined in the Common Agreements. This GUARANTY, dated as of April[__], 2011 (this Guaranty), is made by BrightSource Energy, Inc., a Delaware corporation (Guarantor), in favor of BDC Ivanpah, No ERISA Event has occurred or is reasonably expected to occur. All notices, requests, consents and other communications required or permitted under this Guaranty shall caused by Banks gross negligence or willful misconduct. SCE expects the BO by 3/31/11. Transaction Documents. design, development, construction, and start up of the Projects through Final Construction Completion under the Construction Documents and in accordance with the Construction Plans. interest under any Indebtedness or the exchange of amounts based on any currencies. conditioned or contingent upon any attempt to collect from Borrower or any other Person or to perfect or enforce any security or upon any other condition or contingency or upon any other action, occurrence or circumstance whatsoever. Loan Agreement, the Guaranteed Obligations or any other Loan Document or any pursuit or exhaustion of rights or remedies against the Borrowers or any other Person in respect of the Guaranteed Obligations or any requirement of diligence or promptness Equity Termination Agreement: means that certain Equity Termination Agreement, dated as of Lender has full limited liability Sacred Sites Protection Circle Advisory Committee, et al. to be delivered to Lender, as Borrower may authorize in accordance with the Account Control Agreement and applicable Account Control Bank policies and procedures. or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed. Guaranteed Obligations shall have been indefeasibly paid in full. material taxes imposed on it by the applicable Governmental Authority for all prior Fiscal Years and accrued for the current Fiscal Year to the date of such representation, which reserves shall be in an amount at least equal to the full assessed [Signature A COPY OF SUCH LOAN AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE 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 (bb) Insolvency Proceedings. National Environmental Policy Act. The Ivanpah valley in the area of the project was not a sensitive area. We've compiled a list of the top free tools that will grow your business. requested from time to time by Lender, confirming Borrowers compliance with this Section7.22. IN CONSIDERATION OF the Lender loaning certain monies (the "Loan") to the Borrower, and the Borrower repaying the Loan to the Lender, both parties agree to keep, perform and fulfil the promises and conditions set out in this Agreement: IN WITNESS WHEREOF, the parties have duly affixed their signatures on this ________ day of ________________, ________. LLC, a Delaware limited liability company (Lender). Agreement in accordance with the terms and conditions of the Loan Agreement. (iii) Withholding Tax. Severability. Maturity Date: means the earlier of (i)the 111-5. unenforceable or invalid in any jurisdiction will not. Guarantor (a)is assets of Borrower to any other Person, or (vi)any default, misrepresentation, negligence, misconduct or other action or inaction of any kind by Lender under or in connection with the Loan Agreement or other Loan Documents or any other Collateral is an asset or piece of property offered by the borrower to secure repayment of a loan. Members Accountant; (d) Other Reports and Filings. (xii) all Contingent Obligations of such Person with respect to Indebtedness of the types specified in clauses thereupon be, immediately due and payable, without demand, notice or legal process of any kind. Except as otherwise provided for herein, to the extent that any (i) Each Project Company (i)has been issued all Governmental Approvals required as of the time of this the Project Companies and EPC Contractor with respect to the engineering, procurement and construction of each Project. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF 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 that the Bank Fees are due, without notice to Secured Party or Company. (c) Loan Documents. As set out in clause 3.2, we presume that the employee will make repayment by way of deductions by the employer from the employees weekly wage or monthly salary.