Working Capital Loans. (a) Each Working Capital Lender agrees, severally and not jointly, on the terms and conditions of this Agreement, to make loans (each such loan, a "Working Capital Loan") to the Borrowers for Working Capital Expenses, from time to time but not more frequently than two (2) times each calendar month, until the Working Capital Maturity Date, in an aggregate principal amount from time to time outstanding not in excess of the Working Capital Loan Commitment of such Working Capital Lender; provided, however, that the aggregate principal amount of the Working Capital Loans at any one time outstanding, plus the aggregate Stated Amounts of all issued and outstanding Letters of Credit, shall not exceed the Aggregate Working Capital Loan Commitment or, subject to the grace period provided in Section 3.10(c) (Mandatory Prepayments), the then-applicable Working Capital Loan Availability. (b) Each Funding of Working Capital Loans shall be in the aggregate minimum amount of five hundred thousand Dollars ($500,000) and in integral multiples of one hundred thousand Dollars ($100,000) in excess thereof. (c) Proceeds of each Working Capital Loan for (i) Project Costs relating to the initial start-up and testing of a Plant shall be deposited into the Construction Account specified in the relevant Funding Notice, (ii) Operation and Maintenance Expense shall be deposited into the Operating Account, and (iii) Maintenance Capital Expenses shall be deposited into the Maintenance Capital Expense Account, and in each such case shall be applied solely in accordance with this Agreement and shall be used solely for the payment of Working Capital Expenses. Fundings of Working Capital Loans for Operation and Maintenance Expenses and for Maintenance Capital Expenses shall be subject to the Permitted Operating Budget Deviation Levels. (d) Within the limits set forth in Section 2.03(a), the Borrowers may pay or prepay and reborrow Working Capital Loans.
Appears in 2 contracts
Samples: Credit Agreement (Pacific Ethanol, Inc.), Credit Agreement (Pacific Ethanol, Inc.)
Working Capital Loans. (a) Each Working Capital Lender agrees, severally and not jointly, on the terms and conditions of this Agreement, to make loans (each such loan, a "Working Capital Loan") to the Borrowers for Working Capital Expenses, The Management Committee may from time to time time, but not more frequently than two (2) times each once in any calendar month, until the request each Member to make a working capital loan (each a “Working Capital Maturity DateLoan”) to the Company. Such request shall specify the amount requested, in the date such Working Capital Loan shall be made and the Entity or account (which may be an aggregate principal amount from time account maintained by the Company) to time outstanding not in excess which the proceeds thereof shall be paid, and shall further state that the proceeds of the Working Capital Loan Commitment will be utilized to pay only authorized expenses of the Company. Upon the receipt of an authorized request for a Working Capital Loan, each Member may, but shall not be obligated to, fund their respective portions of such Working Capital Lender; providedLoan pro rata with their respective Membership Interests. Should any Member decline to fund its portion of a request for a Working Capital Loan, howeverthen the Members funding their respective portions of the Working Capital Loan shall have the right, that but not the aggregate obligation, to fund the non-funding Member’s portion of the Working Capital Loan on a pro rata basis in accordance with their Membership Percentages (or in such other amounts as such Members may determine).
(b) Interest shall accrue on the outstanding principal amount balance of the Working Capital Loans at any one a variable rate per annum equal to London Interbank Offered Rate (“LIBOR”) in effect from time outstandingto time, plus 300 basis points. The initial interest rate shall be based on LIBOR in effect on the aggregate Stated Amounts first banking day of all issued and outstanding Letters of Credit, shall not exceed the Aggregate month in which such Working Capital Loan Commitment or, subject to is requested. Any change in the grace period provided in Section 3.10(c) (Mandatory Prepayments), the then-applicable interest rate for Working Capital Loan Availability.
(b) Each Funding Loans resulting from a change in LIBOR shall be effective on the first banking day of the first month following the month in which such change occurs. Interest on Working Capital Loans shall be in compounded monthly. Interest and principal on Working Capital Loans shall be payable out of available net cash flow of the aggregate minimum amount of five hundred thousand Dollars ($500,000) and in integral multiples of one hundred thousand Dollars ($100,000) in excess thereof.
(c) Proceeds Company on the first banking day of each month prior to any payments of principal and interest in respect of Development Loans and to any distributions to Members. After payment of all interest then due on outstanding Working Capital Loan for (i) Project Costs relating to the initial start-up and testing of a Plant shall be deposited into the Construction Account specified in the relevant Funding NoticeLoans, (ii) Operation and Maintenance Expense shall be deposited into the Operating Account, and (iii) Maintenance Capital Expenses shall be deposited into the Maintenance Capital Expense Account, and in each such case remaining available net cash flow shall be applied solely in accordance with this Agreement and shall be used solely for to repay the payment outstanding principal amount of Working Capital Expenses. Fundings of Working Capital Loans for Operation and Maintenance Expenses and for Maintenance Capital Expenses shall be subject to the Permitted Operating Budget Deviation Levels.
(d) Within the limits set forth in Section 2.03(a), the Borrowers may pay or prepay and reborrow Working Capital Loans.
Appears in 2 contracts
Samples: Operating Agreement (Gencor Industries Inc), Operating Agreement (Gencor Industries Inc)
Working Capital Loans. (a) Each Working Capital Lender agrees, severally and not jointly, on Subject to the terms and conditions of this Agreementhereof, each Bank having a Working Capital Loan Commitment severally agrees to make working capital loans (each such loan, a "Working Capital LoanWORKING CAPITAL LOANS") to the Borrowers for Working Capital Expenses, Company from time to time but not more frequently than two (2) times each calendar month, until during the Working Capital Maturity Date, in Loan Commitment Period; provided that the aggregate outstanding principal balances of the Working Capital Loans made by each such Bank shall not exceed an aggregate principal amount from time which is equal to time outstanding not in excess of the Working Capital Loan Commitment of such Bank set forth on Schedule 2.
1. On the Effective Date, all Working Capital Lender; providedLoans outstanding under the Existing Loan Agreement (the "EXISTING WORKING CAPITAL LOANS") shall be converted into Working Capital Loans hereunder, howeverit being understood that no repayment of the Existing Working Capital Loans is being effected hereby, that but merely an amendment and restatement in accordance with the aggregate principal amount terms hereof. Subject to the terms and conditions hereof, amounts prepaid or repaid on account of the Working Capital Loans at any one time outstanding, plus may be reborrowed during the aggregate Stated Amounts of all issued and outstanding Letters of Credit, shall not exceed the Aggregate Working Capital Loan Commitment or, subject to the grace period provided in Section 3.10(c) (Mandatory Prepayments), the then-applicable Working Capital Loan Availability.
(b) Each Funding of Period. All Working Capital Loans shall be made by Banks simultaneously, it being understood that no Bank shall be responsible for any default by any other Bank in the aggregate minimum amount of five hundred thousand Dollars ($500,000) and in integral multiples of one hundred thousand Dollars ($100,000) in excess thereof.
(c) Proceeds of each other Bank's obligations to make Working Capital Loans hereunder nor shall the Working Capital Loan for (i) Project Costs relating Commitment of any Bank be increased as a result of the default by any other Bank in that Bank's obligation to the initial start-up and testing of a Plant shall be deposited into the Construction Account specified in the relevant Funding Notice, (ii) Operation and Maintenance Expense shall be deposited into the Operating Account, and (iii) Maintenance Capital Expenses shall be deposited into the Maintenance Capital Expense Account, and in each such case shall be applied solely in accordance with this Agreement and shall be used solely for the payment of Working Capital Expenses. Fundings of make Working Capital Loans for Operation and Maintenance Expenses and for Maintenance hereunder. The default by any Bank in its obligations to make Working Capital Expenses Loans shall be subject not excuse any other Bank from its obligations to the Permitted Operating Budget Deviation Levels.
(d) Within the limits set forth in Section 2.03(a), the Borrowers may pay or prepay and reborrow make Working Capital Loans.
Appears in 1 contract
Samples: Revolving Loan Agreement (Atlantic Gulf Communities Corp)
Working Capital Loans. (a) Each Working Capital Lender agreesLender, severally and not jointly, on the terms and conditions of this Agreement, to shall make loans (each such loan, a "Working Capital Loan") Loans to the Borrowers for Working Capital Expenses, from time to time but not more frequently than two (2) times each calendar month, until the Working Capital Maturity Date, Borrower in an aggregate principal amount not in excess of its Working Capital Debt Commitment from time to time outstanding not in excess of during the Working Capital Loan Commitment Availability Period; provided that, after giving effect to the making of such any Working Capital Lender; providedLoans, however, that (i) the aggregate principal amount of the Commitment Exposure for all Working Capital Loans at any one time outstanding, plus the aggregate Stated Amounts of all issued and outstanding Letters of Credit, Lenders shall not exceed the Aggregate Working Capital Loan Commitment or, subject Debt Commitments; and (ii) no Working Capital Lender shall be required to the grace period provided in Section 3.10(c) (Mandatory Prepayments), the then-applicable make any Working Capital Loan Availabilityif such Working Capital Lender’s Commitment Exposure would exceed its Working Capital Debt Commitment.
(b) Each Funding Working Capital Borrowing, shall be in an amount specified in the relevant Working Capital Disbursement Request.
(c) Except as set forth in clause (d) below, proceeds of the Working Capital Loans shall be deposited or applied in accordance with Section 4.5(a) (Disbursements of Senior Debt) of the aggregate minimum amount Common Security and Account Agreement. The Loan Parties shall not request or apply any portion of five hundred thousand Dollars ($500,000) and in integral multiples of one hundred thousand Dollars ($100,000) in excess thereof.
(c) Proceeds of each any Working Capital Loan for (i) Project Costs relating to the initial start-up and testing of a Plant shall be deposited into the Construction Account specified in the relevant Funding Notice, (ii) Operation and Maintenance Expense shall be deposited into the Operating Account, and (iii) Maintenance Capital Expenses shall be deposited into the Maintenance Capital Expense Account, and in each such case shall be applied solely other than in accordance with Section 2.02(b) (Availability) and Section 8.01 (Use of Proceeds) of this Agreement and shall be used solely for Section 2.3 (Disbursement Procedures) and Section 2.6 (Currency) of the payment of Common Terms, Agreement. Neither the Working Capital Expenses. Fundings of Facility Agent nor the Working Capital Loans for Operation and Maintenance Expenses and for Maintenance Lenders are under any obligation hereunder to inquire into or verify the application of any Working Capital Expenses shall be subject to Loan but this does not affect or limit any Loan Party’s obligations hereunder or under the Permitted Operating Budget Deviation LevelsCommon Terms Agreement.
(d) Within Proceeds of the limits set forth Working Capital Loans advanced for the purpose of (i) funding the Senior Debt Service Reserve Account, to the extent permitted under the Finance Documents, shall be paid into the Senior Debt Service Reserve Account; and (ii) paying interest accruing on the Working Capital Loans and Working Capital Commitment Fees during the Working Capital Availability Period, as designated in the Working Capital Disbursement Request, shall be transferred by the Working Capital Facility Agent to the Working Capital Lenders in accordance with Section 2.03(a10.12(a) (General Provisions as to Payments); provided that such transfer shall occur on the same day that the Working Capital Facility Agent receives such proceeds from the Working Capital Lenders and subject to the Working Capital Facility Agent’s actual receipt of such proceeds in accordance with Section 2.04(a) (Funding). For the avoidance of doubt, such Advance shall constitute a Working Capital Loan for all purposes under this Agreement and each other Finance Document and shall be treated as received, and accounted for as a Working Capital Loan, by the Borrower.
(e) Working Capital Loans repaid or prepaid, except in accordance with Section 4.12(a)(iii), (iv) and (v) (Mandatory Prepayment), may be re-borrowed at any time and from time to time to but excluding the Borrowers may pay or prepay and reborrow Termination Date. Each Working Capital LoansLender’s Working Capital Debt Commitment shall expire on the Termination Date and all other amounts owed hereunder with respect to Working Capital Loans and the Working Capital Debt Commitments shall be paid in full no later than such date.
Appears in 1 contract
Samples: Working Capital Facility Agreement (Cheniere Energy Inc)
Working Capital Loans. If, at any time, the Trust or the LLC lacks sufficient funds to pay their respective obligations (a) Each Working Capital Lender agrees, severally and not jointly, on other than obligations of the terms and conditions of this Agreement, Trust to make loans distributions to the Holders), the Managing Trustee (but only so long as the Managing Trustee is an Affiliate of Seagull) shall be obligated to make a loan of such funds to the Trust, or to the LLC on behalf of the Trust as appropriate (each such loan, loan being referred to herein as a "Working Capital Loan"). Notwithstanding the foregoing, the Managing Trustee will not be obligated to make a Working Capital Loan in any of the following circumstances, although it may elect to make such Working Capital Loan in its sole and absolute discretion: (a) the sum of (i) the principal amount of such Working Capital Loan and (ii) the aggregate unpaid principal and interest of all then-outstanding Working Capital Loans, would equal or exceed $3,000,000; (b) immediately prior to the Borrowers for Working Capital Expenses, from time to time but not more frequently than two (2) times each calendar month, until the Working Capital Maturity Date, in an aggregate principal amount from time to time outstanding not in excess of the Working Capital Loan Commitment would otherwise be made, the Trust is Bankrupt; or (c) from and after Payout, if the Managing Trustee does not have a reasonable expectation of repayment of such Working Capital Lender; provided, however, that Loan. If the aggregate principal amount of the Working Capital Loans at any one time outstanding, plus the aggregate Stated Amounts of all issued and outstanding Letters of Credit, shall not exceed the Aggregate Managing Trustee elects to make a Working Capital Loan Commitment or, subject to in any of the grace period provided circumstances described in Section 3.10(cclause (a) (Mandatory Prepayments)of the immediately-preceding sentence, the then-applicable Managing Trustee shall notify the Series A Holders of such Working Capital Loan Availability.
(b) Each Funding and describe the Trust obligation that will be funded from the proceeds of such Working Capital Loans shall be in the aggregate minimum amount of five hundred thousand Dollars ($500,000) and in integral multiples of one hundred thousand Dollars ($100,000) in excess thereof.
(c) Proceeds of each Loan. Each Working Capital Loan for will (i) Project Costs relating to the initial start-up and testing of not constitute a Plant shall be deposited into the Construction Account specified in the relevant Funding NoticeTransfer, (ii) Operation and Maintenance Expense shall bear interest at the Prime Rate from the date it is made until the date it is repaid in full, (iii) be deposited into nonrecourse to each Series A Holder, (iv) be evidenced by a promissory note or notes in substantially the Operating Accountform of Exhibit 5.5, and (iiiv) Maintenance Capital Expenses shall be deposited into the Maintenance Capital Expense Account, and in each such case shall be applied solely repaid in accordance with this Agreement Section 6.5 and shall be used solely Exhibit 5.5. From and after Payout, the Managing Trustee may cause the Trust to grant a mortgage, deed of trust or other applicable Encumbrance on its assets (pursuant to security documents that are customary in each applicable jurisdiction for loans secured by Oil and Gas properties) to secure the payment repayment of Working Capital Expenses. Fundings of Loans, including Working Capital Loans for Operation and Maintenance Expenses and for Maintenance Capital Expenses shall be subject to outstanding at the Permitted Operating Budget Deviation Levelsoccurrence of Payout.
(d) Within the limits set forth in Section 2.03(a), the Borrowers may pay or prepay and reborrow Working Capital Loans.
Appears in 1 contract
Working Capital Loans. (a) Each Working Capital Lender agrees, severally and not jointly, on the terms and conditions of this Agreement, to make loans (each such loan, a "“Working Capital Loan"”) to the Borrowers Borrower for Working Capital Expenses, from time to time but not more frequently than two (2) times each calendar month, until the last Business Day immediately preceding the Working Capital Maturity Date, Date in an aggregate principal amount from time to time outstanding outstanding, together with all participations in Letters of Credit acquired by such Working Capital Lender pursuant to Section 2.08(c) (Letters of Credit), not in excess of the Working Capital Loan Commitment of such Lender or of such Lender’s Working Capital LenderLoan Percentage of the Working Capital Available Amount; provided, however, that the aggregate principal amount of the Working Capital Loans at any one time outstanding, plus the aggregate Stated Maximum Available Amounts of all issued and outstanding Letters of Credit, shall not exceed the Aggregate Working Capital Loan Commitment or, subject to the grace period provided in Section 3.10(c) (Mandatory Prepayments), the then-applicable Working Capital Loan AvailabilityAvailable Amount.
(b) Each Funding of Working Capital Loans shall be in the aggregate minimum amount of five two hundred fifty thousand Dollars ($500,000250,000) and in integral multiples of one hundred fifty thousand Dollars ($100,00050,000) in excess thereof.
(c) Proceeds of each Working Capital Loan (other than those resulting from a draw on a Letter of Credit) for (i) Project Costs relating to the initial start-up and testing of a Plant the Project shall be deposited into the Construction Account specified in the relevant Funding NoticeAccount, (ii) Operation and Maintenance Expense Expenses shall be deposited into the Operating Account, Account and (iii) Maintenance Capital Expenses breakage costs or other termination payments or margin calls under any Permitted Commodity Hedging Arrangement shall be deposited into paid directly to the Maintenance Capital Expense Accountcounterparty to whom such amounts are owed, as specified in the applicable Funding Notice, and in each such case shall be applied solely in accordance with this Agreement and shall be used solely for the payment of Working Capital Expenses. Fundings of Working Capital Loans for Operation and Maintenance Expenses and for Maintenance Capital Expenses shall be subject to the Permitted Operating Budget Deviation Levelsrestrictions with respect to such expenses set forth in this Agreement.
(d) Within the limits set forth in Section 2.03(a), the Borrowers Borrower may pay or prepay and reborrow Working Capital Loans.
Appears in 1 contract
Working Capital Loans. The Working Capital Loans shall be evidenced by, and repaid with interest in accordance with, a promissory note (a"Working Capital Loan Note") of Borrower in substantially the form of Exhibit C hereto duly completed, in the principal amount equal to Five Million Dollars ($5,000,000), payable to CIT-BC for the account of its Applicable Lending Office, and dated the Closing Date. In the event there shall be an assignment by CIT-BC or an Assignee of its interest in a Working Capital Loan Note in accordance with the provisions hereof, Borrower shall, upon surrender of such Note, issue to each of CIT-BC, or such Assignee and its Assignee a new Working Capital Loan Note in a principal amount equal to its respective Working Capital Loan Commitment (after giving effect to such assignment). Each Working Capital Lender agrees, severally and not jointly, is hereby authorized by the Borrower to endorse on the terms and conditions of this Agreement, schedule attached to make loans (each such loan, a "Working Capital Loan") to the Borrowers for Working Capital Expenses, from time to time but not more frequently than two (2) times each calendar month, until the Working Capital Maturity DateLoan Notes held by it the amount of each Working Capital Loan evidenced thereby, in an aggregate principal amount from time to time outstanding not in excess the date on which each Loan is made, the Type of the Working Capital Loan Commitment and each renewal, conversion, continuation and payment of principal amount received by such Lender for the account of its Applicable Lending Office on account of such Working Capital LenderLoans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Working Capital Loans made by such Working Capital Lender and evidenced by such Working Capital Loan Note; provided, however, that the aggregate principal amount failure to make such notation with respect to any such Working Capital Loan or renewal, conversion, continuation or payment shall not limit or otherwise affect the obligations of the Borrower under this Agreement or the Working Capital Loans at any one time outstanding, plus the aggregate Stated Amounts of all issued and outstanding Letters of Credit, shall not exceed the Aggregate Loan Note held by such Working Capital Loan Commitment or, subject to Lender. Principal on the grace period provided in Section 3.10(c) (Mandatory Prepayments), the then-applicable Working Capital Loan Availability.
(b) Each Funding of Working Capital Loans shall be in due and payable on the aggregate minimum amount of five hundred thousand Dollars ($500,000) and in integral multiples of one hundred thousand Dollars ($100,000) in excess thereof.
(c) Proceeds of each Working Capital Loan for (i) Project Costs relating to the initial start-up and testing of a Plant shall be deposited into the Construction Account specified in the relevant Funding Notice, (ii) Operation and Maintenance Expense shall be deposited into the Operating Account, and (iii) Maintenance Capital Expenses shall be deposited into the Maintenance Capital Expense Account, and in each such case shall be applied solely in accordance with this Agreement and shall be used solely for the payment of Working Capital Expenses. Fundings of Working Capital Loans for Operation and Maintenance Expenses and for Maintenance Capital Expenses shall be subject to the Permitted Operating Budget Deviation LevelsCommitment Termination Date.
(d) Within the limits set forth in Section 2.03(a), the Borrowers may pay or prepay and reborrow Working Capital Loans.
Appears in 1 contract
Working Capital Loans. (a) Each Working Capital Lender agrees, severally and not jointly, on Upon the terms and subject to the conditions of contained in this Agreement, and following a request therefor from Borrower as set forth in Section 2.1(d) below, the Lender agrees to make construction loans (each such loan, a "“Working Capital Loan"”) to the Borrowers for Working Capital Expenses, Borrower from time to time on any Loan Disbursement Date designated by the Borrower prior to the Commitment Termination Date, so long as, in each case, (i) after giving effect to the making of any such requested Working Capital Loan, the outstanding principal amount of all Working Capital Loans then outstanding hereunder does not exceed the Commitment; and (ii) the principal amount of such requested Working Capital Loan is at least $250,000. Once any Working Capital Loan has been repaid hereunder, it may not be reborrowed. Notwithstanding the foregoing, Lender shall not be required, but may elect in its sole discretion, to make any Working Capital Loans to any Available Project that is made available to Lender pursuant to Section 2.1(b) if, as a result of Lender’s making of such Working Capital Loans, the total outstanding principal balance of Working Capital Loans will exceed $100,000,000.00. Lender represents and warrants to Borrower that (i) Lender has full corporate authorization to extend Working Capital Loans up to $100,000,000.00 without obtaining further approvals from its governing board or equity holders and such amount will not exceed any restrictions currently applicable to Lender; and (ii) Lender has, on the Closing Date, sufficient funds, either on hand or readily available through existing commitments, to make such Working Capital Loans in an amount of up to $100,000,000.00.
(b) Subject to the terms and conditions of the Right of Financing Agreement, the Parent and the Borrower shall make available to the Lender for financing each of the Available Projects originated, developed, installed or operated by the Parent or any Affiliate of the Parent after the date hereof as follows. Prior to requesting Working Capital Loans to finance the cost of manufacturing and installing an Available Project, Borrower shall provide to Lender a Project Approval Certification accompanied by the following information relating to such Available Project:
(i) a description of such Available Project, including the identity of the Customer of such Available Project and a list of all Material Project Documents associated with such Available Project;
(ii) a copy of the Revenue Contract relating to such Available Project;
(iii) a description and summary of revenue assumptions and operating cost assumptions (to include expected operations and maintenance costs, rent (if required) and operations and maintenance reserves to be maintained in connection with such Available Project), in each case determined in accordance with the Base Case Model, all of which shall have been reviewed and confirmed by the Independent Engineer, or confirmed by other comparable documentation in form and substance reasonably acceptable to the Lender;
(iv) a copy of the EPC Contract relating to such Available Project, all Material Subcontracts related thereto, including all warranties related to such Available Project arising under such EPC Contract and Material Subcontracts, and including the Construction Budget and Schedule for such Available Project and all plans and designs for such Available Project;
(v) a copy of a proposed schedule (the “Proposed Project Loan Disbursement and Construction Schedule”) that shall contain the Borrowers proposal as to: (A) the requested amount of Working Capital Loans for such Available Project, which shall be determined in accordance with the Base Case Model; and which shall be consistent with the Construction Budget and Schedule; (B) the Progress Milestones for such Available Project; (C) the Invoice Payments and/or dates when each advance of Working Capital Loan (and the amount of each such advance Working Capital Loan) would be made, which shall be made in arrears on a monthly basis as amounts are paid pursuant to the applicable EPC Contract; (D) the corresponding amount of any cost that, at such time, would be funded by the Borrower from sources other than Working Capital Loans; and (E) any Invoice Payments or Progress Milestones for which confirmation of the achievement of the applicable milestone would be required by an Independent Engineer;
(vi) a copy of the Notice to Proceed pursuant to the EPC Contract for such Available Project or if Borrower will be requesting Working Capital Loans prior to the issuance of a Notice to Proceed (in the case where a Notice to Proceed has not been issued due to Approvals that are obtainable in the ordinary course not having been issued), a certification that the Notice to Proceed for such Project is reasonably expected to be issued within six (6) months from the date of such certification;
(vii) a list of all Approvals required for such Available Project, which list shall (x) identify all of such Approvals that have already been obtained, and (y) include a certification that any remaining required Approvals that have not yet been obtained shall be obtainable in the ordinary course of business;
(viii) the date that such Available Project is projected to achieve Final Acceptance;
(ix) proof that such Available Project is properly insured;
(x) a list of material equipment for such Available Project;
(xi) evidence of approved rebate awards, if any, associated with such Available Project;
(xii) an Independent Engineer’s report for such Available Project, or other documentation acceptable to the Lender, confirming the Base Case Model and relevant assumptions;
(xiii) the Services Manual for such Available Project and the Operating Budget for such Available Project;
(xiv) copies of all other Material Project Documents relating to such Available Project;
(xv) a complete Credit File for the Customer associated with such Available Project; and
(xvi) any other material documents associated with such Available Project as may be necessary to establish that such Available Project is an Approved Project, or that Lender may otherwise reasonably require. Based upon the foregoing information, Lender shall determine, in its reasonable discretion, whether an Available Project constitutes an Approved Project. Lender may also perform its own due diligence on an Available Project as it may deem necessary to confirm that an Available Project may be deemed an Approved Project, and in that connection, Lender may engage third party engineers, consultants and outside legal counsel to perform such due diligence. Parent has agreed to reimburse Lender for all costs relating to any Available Project that becomes an Approved Project pursuant to the Parent Diligence Cost Reimbursement Letter. Following its receipt of a Project Approval Certification and all related information, Lender shall have three (3) Business Days to review such Project Approval Certification and related information for completeness. If Lender reasonably determines that, notwithstanding the delivery of a Project Approval Certification for an Available Project, the information provided by Borrower is incomplete, then Lender shall provide notice to Borrower identifying such missing information, and Borrower shall promptly provide the same provided that such information is reasonably available to Borrower. If Lender declines or fails to approve an Available Project within eighteen (18) Business Days following delivery of the Project Approval Certification and related information by Borrower to Lender (or following delivery of additional information provided by Borrower following Lenders’ request therefor), then Parent may finance such Project with other lenders or funding partners. If an Available Project approved by the Lender is owned by the Parent or any other Person that is not a Project Company Guarantor, then either (x) such Available Project shall be transferred and assigned, free and clear of any Liens other than Permitted Encumbrances, to a Project Company Guarantor to constitute an Approved Project; or (y) all of the Equity Interests of the Person owing such Available Project must be transferred and assigned, free and clear of any Liens other than Permitted Encumbrances, to the Borrower, and such Person shall become a Project Subsidiary Guarantor in accordance with Section 6.17. In connection with the foregoing review for an Available Project, the Lender shall review the Proposed Project Loan Disbursement and Construction Schedule provided by the Borrower for such Available Project, and during the eighteen (18) Business Day time referenced above, the Borrower and the Lender shall negotiate in good faith to agree upon a final schedule for such Available Project, setting forth the agreement of the parties as to all of the matters contained in such Proposed Project Loan Disbursement Schedule (such final schedule being a “Project Loan Disbursement and Construction Schedule”); provided, however that, notwithstanding anything to the contrary, if Lender and Borrower are unable to agree upon such Project Loan Disbursement and Construction Schedule during such eighteen (18) Business Day period, such Available Project shall be deemed not approved by Lender as an “Approved Project”.
(c) Each borrowing of a Working Capital Loan hereunder shall be made following the Borrower’s irrevocable written notice to the Lender. Such notice must be received by the Lender at least fifteen (15) Business Days prior to the requested date of borrowing (or such shorter period as may be approved by Lender in its sole discretion). The Borrower may not request more frequently than two (2) times each one Working Capital Loan in any calendar month, until the with each borrowing of a Working Capital Maturity Loan occurring on a Loan Disbursement Date, in an . Each Working Capital Loan shall be associated with one or more Approved Projects. The aggregate principal amount from time to time outstanding not in excess of the Working Capital Loan Commitment Loan(s) (or portions thereof) for any Approved Project shall be the lesser of such (x) the amount requested by the Borrower, and (y) an amount equal to the Working Capital LenderLoan Amount determined for such Approved Project. Each notice to borrow a Working Capital Loan shall be in substantially the form of Exhibit A attached hereto (each such notice, a “Working Capital Loan Notice”), and shall: (i) specify the requested date of the borrowing, which shall be a Loan Disbursement Date; provided, however, that (ii) include a description of the aggregate Approved Project(s) requested to be associated with such Loan; (iii) specify the principal amount of the Working Capital Loans at any one time outstandingLoan to be borrowed; (iv) include a summary of the Approved Costs for each Approved Project to be paid with the proceeds of such Working Capital Loan, plus and shall otherwise be consistent with the aggregate Stated Amounts Project Loan Disbursement and Construction Schedule including the schedule of all issued Invoice Payments set forth therein and outstanding Letters reference the specific milestones, if any, that are applicable to such Invoice Payment; and (v) include such accompanying documentation and items as are required pursuant to Sections 5.2 and 5.3, as applicable. For the avoidance of Creditdoubt, shall not exceed the Aggregate Borrower may submit an Available Project for approval in accordance with Section 2.1(b) above concurrently with the submission of Working Capital Loan Commitment or, subject to the grace period provided in Section 3.10(c) (Mandatory Prepayments), the then-applicable Working Capital Loan AvailabilityNotice for such Project.
(b) Each Funding of Working Capital Loans shall be in the aggregate minimum amount of five hundred thousand Dollars ($500,000) and in integral multiples of one hundred thousand Dollars ($100,000) in excess thereof.
(c) Proceeds of each Working Capital Loan for (i) Project Costs relating to the initial start-up and testing of a Plant shall be deposited into the Construction Account specified in the relevant Funding Notice, (ii) Operation and Maintenance Expense shall be deposited into the Operating Account, and (iii) Maintenance Capital Expenses shall be deposited into the Maintenance Capital Expense Account, and in each such case shall be applied solely in accordance with this Agreement and shall be used solely for the payment of Working Capital Expenses. Fundings of Working Capital Loans for Operation and Maintenance Expenses and for Maintenance Capital Expenses shall be subject to the Permitted Operating Budget Deviation Levels.
(d) Within the limits set forth in Section 2.03(a), the Borrowers may pay or prepay and reborrow Working Capital Loans.
Appears in 1 contract
