Headings and Governing Law. The headings to the paragraphs of this Agreement are inserted for convenience only and will not be deemed a part hereof or affect the construction or interpretation of the provisions hereof. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of California.
Headings and Governing Law. The descriptive headings in this Debenture are inserted for convenience only and do not constitute a part of this Debenture. The validity, meaning and effect of this Debenture shall be determined in accordance with the laws of the State of Delaware without giving effect to principles of conflict of laws that would cause the laws of another jurisdiction to apply.
Headings and Governing Law. The descriptive headings in this Joinder are inserted for convenience only and do not constitute a part of this Joinder. The validity, meaning and effect of this Joinder shall be determined in accordance with the laws of the State of Delaware without giving effect to principles of conflict of laws that would cause the laws of another jurisdiction to apply.
Headings and Governing Law. The headings to the paragraphs of this Settlement 23 Agreement are inserted for convenience only and will not be deemed a part hereof or affect the 24 construction or interpretation of the provisions hereof. This Settlement Agreement shall be 25 construed and enforced in accordance with and governed by California law.
Headings and Governing Law. The headings to the paragraphs of this Settlement 14 Agreement and Desist and Refrain Order are inserted for convenience only and will not be 15 deemed a part hereof or affect the construction or interpretation of the provisions hereof. This 16 Settlement Agreement and Desist and Refrain Order shall be construed and enforced in 17 accordance with and governed by California law.
Headings and Governing Law. The headings to the paragraphs of this Agreement State of California - Department of Corporations 8 are inserted for convenience only and will not be deemed a part hereof or affect the 9 construction or interpretation of the provisions hereof. This Agreement shall be 10 construed and enforced in accordance with, and governed by, the laws of the State of
Headings and Governing Law. The descriptive headings in this -------------------------- Convertible Note are inserted for convenience only and do not constitute a part of this Convertible Note. The validity, meaning and effect of this Convertible Note shall be determined in accordance with the laws of the State of California, without regard to principles of conflicts of law.
Headings and Governing Law. The descriptive headings in this Priority Last Out Note are inserted for convenience only and do not constitute a part of this Priority Last Out Note. The laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Priority Last Out Note, including its validity, interpretation, construction, performance and enforcement (including any claims sounding in contract or tort law arising out of the subject matter hereof and any determinations with respect to post-judgment interest). ***** THIS PRIORITY LAST OUT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FARADAY&FUTURE INC. By: Name: Xxxxxx Xxxx Title: Vice President, Global Capital Markets FF INC. By: Name: Xxxxxx Xxxx Title: President FARADAY SPE, LLC By: FARADAY&FUTURE INC., its sole Manager By: Name: Xxxxxx Xxxx Title: Vice President, Global Capital Markets SCHEDULE 1 Loans and Payments Date of Loan Amount of Loan Amount of Principal Repaid Unpaid Principal Amount of Note Name of Person Making the Notation March 1, 2021 $ [ ] $ 0 $ [ ] Xxxxxx Xxxx EXHIBIT C-7 FORM OF BL INTERMEDIATE LAST OUT NOTE THIS INTERMEDIATE LAST OUT NOTE AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT DATED AS OF APRIL 29, 2019 (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT”), AMONG COLLATERAL AGENT, FIRST TRANCHE AGENT, NOTES AGENT, VENDOR TRUSTEE, ISSUERS AND THE OTHER PARTIES THERETO, TO THE OBLIGATIONS OWED BY THE OBLIGORS PURSUANT TO THE FIRST TRANCHE LOAN DOCUMENTS (AS DEFINED IN THE COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT), AS SUCH FIRST TRANCHE LOAN DOCUMENTS HAVE BEEN AND HEREAFTER MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME; AND EACH PARTY TO THIS AGREEMENT IRREVOCABLY AGREES TO BE BOUND TO THE PROVISIONS OF THE COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT. FURTHERMORE, ANY OBLIGATIONS OWING HEREUNDER BY THE ISSUERS SHALL BE SUBORDINATE AND SUBJECT IN RIGHT OF PAYMENT, TO THE EXTENT AND IN THE MANNER SET FORTH IN THE AGREEMENT, TO THE PRIOR PAYMENT IN FULL OF THE FIRST OUT NOTES AND PRIORITY LAST OUT NOTES ISSUED PRIOR TO THE DATE HEREOF. INTERMEDIATE LAST OUT NOTE (THIS “INTERMEDIATE LAST OUT NOTE”) Up to $5,600,000 Date: ________, 2021 FOR VALUE RECEIVED, the undersigned (the “Issuers” or each ind...
Headings and Governing Law. The descriptive headings in this Intermediate Last Out Note are inserted for convenience only and do not constitute a part of this Intermediate Last Out Note. The laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Intermediate Last Out Note, including its validity, interpretation, construction, performance and enforcement (including any claims sounding in contract or tort law arising out of the subject matter hereof and any determinations with respect to post-judgment interest). ***** THIS INTERMEDIATE LAST OUT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FARADAY&FUTURE INC. By: Name: Xxxxxx Xxxx Title: President FF INC. By: Name: Xxxxxx Xxxx Title: President FARADAY SPE, LLC By: FARADAY&FUTURE INC., its sole Manager By: Name: Xxxxxx Xxxx Title: President SCHEDULE 1 Loans and Payments Date of Loan Amount of Loan Amount of Principal Repaid Unpaid Principal Amount of Note Name of Person Making the Notation [ ] $ [ ] $ 0 $ 7,000,000 Xxxxxx Xxxx EXHIBIT D - SCHEDULE OF PURCHASERS First Closing (Last Out Purchasers): Purchaser Note Commitment (if applicable) Issued Note Amount Royod LLC $ 8,580,908 Chui Tin Mok $ 1,650,000 * Total $ 10,303,791 * Interest payable on this Note under the Agreement on the Maturity Date shall be reduced by $148,335 of prepaid interest. Subsequent Closings (Last Out Purchasers): Purchaser Note Commitment (if applicable) Issued Note Amount Blitz Technology Hong Kong Co. Limited $ 12,135,852.69 Blitz Technology Hong Kong Co. Limited $ 3,400,000.00 Blitz Technology Hong Kong Co. Limited $ 2,100,000.00 Ever Trust Tech LLC $ 16,462,147.31 Warm Time Inc. $ 900,000.00 Total $ 34,998,000.00 Subsequent Closings (First Out Purchasers): Purchaser Note Commitment (if applicable) Issued Note Amount FF Ventures SPV IX LLC $ 15,666,667.00 BL FF Fundco, LLC $ 15,000,000.00 BL FF Fundco, LLC $ 3,750,000 * BL FF Fundco, LLC $ 666,667.00 FF Venturas SPV X LLC $ 7,500,000 ** FF Venturas SPV X LLC $ 3,750,000 ** Total $ 46,333,334 * BL FF First Out Subordinated Note. ** FF Ventures First Out Subordinated Note Subsequent Closings (Priority Last Out Purchasers on the Second Amendment Date): Purchaser Note Commitment (if applicable) Issued Note Amount Ares Capital Corporation $ 51,956,197.42 Ares Centre Street Partnership, L.P. $ 1,310,294.12 Ares Credit Strategies Insurance Dedicated Fund Series Interests of the SALI Multi-Series Fund, L.P. $ 1,086,4...
Headings and Governing Law. The headings to the paragraphs of this Settlement 28 Agreement and Desist and Refrain Order are inserted for convenience only and will not be deemed a 1 part hereof or affect the construction or interpretation of the provisions hereof. This Settlement 2 Agreement and Desist and Refrain Order shall be construed and enforced in accordance with and 3 governed by California law.
