Total S. A. (or any subsidiary or affiliate thereof).
Total S. A. has agreed to guarantee the obligations of the Borrower under this Agreement until the Restructuring Date (as hereinafter defined). On and after the Restructuring Date, all of the Obligations hereunder and under the other Loan Documents will be secured by a First Priority Lien, granted to Crédit Agricole Corporate and Investment BankCIB, as Security Agent for the Lenders (in such capacity, the “Security Agent”), on behalf of the Lenders, on the Loan Parties’ Eligible Assets (as hereinafter defined). Accordingly, the parties hereto agree as follows:
Total S. A. (“Total” and, in its capacity as guarantor of Notes issued by Total Capital, Total Capital Canada or Total Capital International, the “Guarantor”);
Total S. A. or its Affiliates; and (e) Souki Family 2016 Trust.
Total S. A. Majormeans:
Total S. A. and its subsidiaries (not including the Credit Parties or any of their respective Subsidiaries) are not the subject of any Sanctions and are in compliance with all applicable Sanctions. Total S.A. and its subsidiaries are not engaged in any activity that would result in any Credit Party or any Subsidiary being designated as a Sanctioned Person.
Total S. A. By Name: Title: THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. By Name: Title: EXHIBIT E [FORM OF] REQUEST RE SUBSIDIARY ACCOUNT PARTY SUNPOWER CORPORATION Date To the Bank referred to in the Facility Agreement referred to below Re: Request to Approve “[ ]” as a “Subsidiary Account Party” Reference is made to the Letter of Credit Facility Agreement, dated as of June 29, 2016 (as it may be amended, supplemented or otherwise modified from time to time, the “Facility Agreement”), among SunPower Corporation (the “Company”), SunPower Corporation, Systems, Total S.A., the Subsidiary Applicants parties thereto from time to time, and The Bank of Tokyo-Mitsubishi UFJ, Ltd. (the “Bank”). Capitalized terms used herein without definition shall have the meanings given to such terms in the Facility Agreement. The Company hereby requests that the Bank approve [ ], an [ ]limited liability company (“[ ]”), as a Subsidiary Account Party under the Facility Agreement. In connection therewith, the Company hereby represents and warrants to the Bank that [ ] is an [direct/indirect] Subsidiary of the Company. Kindly sign this consent in the space provided below to approve [ ] as a Subsidiary Account Party as provided herein. This approval to treat [ ] as a Subsidiary Account Party shall not become effective until each party hereto shall have executed and delivered this approval or a separate approval to the same effect. This approval may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page to this approval by facsimile or e-mail (in a pdf or similar file) shall be effective as delivery of an original executed counterpart of this approval. This approval constitutes one of the Loan Documents referred to in the Facility Agreement. This approval shall be governed by, and construed in accordance with, the law of the State of New York. Very truly yours, SUNPOWER CORPORATION By: Name: Title: THE FOREGOING REQUEST TO APPROVE [ ] AS A “SUBSIDIARY ACCOUNT PARTY” IS HEREBY APPROVED: THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as the Bank By: Name: Title:
Total S. A., as the initial Guarantor (but not any assignee of Total S.A.), may assign its rights and obligations under this Agreement with prior notice to and without consent of the Company to any Permitted Assignee. For the avoidance of doubt, no assignee of Total S.A. may assign its rights and obligations under this Agreement without the prior written consent of the Company.
Total S. A. has agreed to guarantee the obligations of the Borrower under the Credit Agreement, and (ii) it wishes to amend the Credit Agreement as set forth below, but otherwise have the Credit Agreement remain in full force and effect.
Total S. A. acting in its own name and in the name of the Sellers By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Title: Attorney-in-fact JARDEN CORPORATION By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: CFO CAMPING GAZ (DEUTSCHLAND) GMBH (solely for the purpose of acquiring the shares of Mapa GmbH from Deutsche Xxxxxxxxxx GmbH, as provided under Section 2.1 of this Agreement) By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Attorney-in-fact
