Loan/Security Deposit Clause Samples

Loan/Security Deposit. To induce MEMC to invest in additional polysilicon production and wafer manufacturing capacity, Suntech agrees to loan MEMC, per the schedule set forth on Attachment C hereto, the amount of $625.0 million (the “Loan/Security Deposit”), as such amount may be adjusted pursuant to Section 2.6(a) hereof, as a means of securing Suntech’s obligations to MEMC, which Loan/Security Deposit shall be repaid by MEMC, without interest, up to the amount of $606.3 million (97% of the aggregate Loan/Security Deposit amount, such retained amount of $18.7 million, as such amount may be adjusted pursuant to Section 2.6(a) hereof, the “Retained Loan/Security Deposit Amount”), according to the repayment schedule set forth on Attachment C hereto, unless Suntech has not purchased the Yearly Minimum Quantities in any Contract Year under the “take or pay” provisions of Section 2.2(a) hereof, in which case MEMC may choose to offset pursuant to this Article III any payments required from Suntech under Section 2.2(a) hereof against MEMC’s obligation to repay the Loan/Security Deposit. (a) In any Contract Year when Suntech is required to pay MEMC a portion of the Loan/Security Deposit per the schedule set forth on Attachment C, payment by Suntech to MEMC shall be made, in full, no later than the fifth Business Day of the applicable Contract Year; provided, however, that in connection with the Loan/Security Deposit amount to be paid by Suntech to MEMC for the first Contract Year, twenty five percent (25%) of the Loan/Security Deposit amount to be paid by Suntech to MEMC for that first Contract Year shall be paid to MEMC fifteen (15) days after the date of this Agreement, and seventy five percent (75%) of the Loan/Security Deposit amount to be paid by Suntech to MEMC for that first Contract Year shall be paid to MEMC on or before the first shipment date for Wafers. (b) In any Contract Year when MEMC is required to repay a portion of the Loan/Security Deposit to Suntech per the schedule set forth on Attachment C, payment by MEMC to Suntech shall be made, in full, no later than the fifth Business Day of the applicable Contract Year; provided, however, that if in any Contract Year there is a Purchase Shortfall that has not been paid by Suntech via wire transfer to MEMC in accordance with the provisions of Section 2.2(d) hereof, MEMC shall not be required to repay that portion of the Loan/Security Deposit up to the Purchase Shortfall in the next Contract Year, but instead MEMC may retain th...