Senior Security Sample Clauses

Senior Security. The Company hereby represents and warrants that except with respect to the senior and junior Baha Mar project lenders in the aggregate principal amount of $106,375,000 as of the date hereof, as may be increased or extended from time to time (the “Senior Indebtedness”), there is no currently outstanding indebtedness of the Company that provides that it is, or will be, senior to this Note. The Company agrees not to incur, during the period this Note remains outstanding, any indebtedness for borrowed money, except any extension, refinancing or additional indebtedness under the Senior Indebtedness or additional Notes on the same terms herein in the aggregate principal amount of US$15,000,000, that is senior or pari passu to this Note (other than trade payables) without the prior written consent of Investor, which shall not be unreasonably withheld or delayed. THE COMPANY has caused this Note to be issued as of the date first written above. OCEAN THERMAL ENERGY CORPORATION By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Chief Executive Officer Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ INVESTOR: (If an entity): [name] By: [signature] Name (print): [name] Title (if an entity): [title] NAME OF INVESTOR: __________________________ ADDRESS: _____________________________________ Ocean Thermal Energy Corporation Attn: Chief Executive Officer ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ The above-captioned Investor hereby gives notice to Ocean Thermal Energy Corporation, a Delaware corporation (the “Company”), pursuant to that certain Secured Convertible Promissory Note held by the investor (the “Note”), that the Investor elects to convert the balance set forth below into fully-paid and nonassessable shares of Common Stock of the Company as of the date of conversion specified below. Capitalized terms used in this notice without definition shall have the meanings given to them in the Note. A. Date of conversion: ____________________ B. Conversion Amount: ___________________

Senior Security. Any sale of the Specified Shares to the Junior Creditors or any nominee or trustee on their behalf shall be on terms that the Specified Shares shall remain subject to the security created by the Senior Share Mortgages.

Senior Security. The Company shall provide written notice (a “Company Senior Security Notice”) to the Purchaser at least twenty (20) business days prior to its issuance of equity capital stock of the Company with rights and preferences senior to the Common Stock (a “Senior Security”) that is to be issued prior to the twelve (12) month anniversary of the Closing Date (a “Senior Security Issuance”). The Senior Security Notice must contain all material details concerning the Senior Security Issuance and the Senior Security, including but not limited to the aggregate offering amount, the terms of the Senior Security, the price per share of the Senior Security and the timing for the Senior Security Issuance. Concurrent with the first closing of the Senior Security Issuance, the Purchaser shall have the right to exchange some or all of Shares, in an amount to be determined in the sole and absolute discretion of the Purchaser (the “Exchanged Shares”), for shares of the Senior Security at a conversion rate equal to (i) the number of Exchanged Shares multiplied by the Purchase Price, divided by (ii) the lowest price per share of the Senior Security paid or deemed paid by investors in the Senior Security Issuance (a “Senior Security Exchange”). To the extent that the Purchaser elects to participate in a Senior Security Exchange, it must, within ten (10) business days of receipt of the Senior Security Notice provide written notice to the Company of such election, which notice shall include the number of Exchanged Shares. To the extent a Senior Security Issuance or a Senior Security Exchange requires Company stockholder approval pursuant to Law, a Governmental Authority or the applicable National Exchange, the Company shall obtain such approval before either of the Senior Security Issuance or the Senior Security Exchange occurs.

Senior Security. Document Executed By Date 1 Guarantee and Debenture in favour of the Agent as amended by a Parent 1.11.1995 Supplemental Deed dated 20 January 1998 and a Supplemental Deed dated 26 February 1998 2 Guarantee and Debenture in favour of the Agent as amended by a HLSL 21.11.1995 Supplemental Deed dated 20 January 1998 and a Supplemental Deed dated 26 February 1998 3 Guarantee in favour of the Agent as amended by a HLS Supplemental Deed HLS 21.11.1995 dated 20 January 1998 and a Supplemental Deed dated 26 February 1998 4 Security Agreement in favour of the Agent as amended by a Supplemental HLS 21.11.1995 Deed dated 20 January 1998 and a Supplemental Deed dated 26 February 1998 5 Mortgage in favour of the Agent over the New Jersey Property as amended HLS 16.01.1998 by a Supplemental Deed dated 26 February 1998 6 Equipment Mortgage in favour of the Agent HLSL 20.04.1998

Senior Security. A Senior Security is any new Partnership Security issued by the Partnership that is senior to the General Partner, Class A, Class B, Class C or Class D Units with respect to right and timing of payment. A new Partnership Security shall not be considered a Senior Security solely as a result of it being issued at a different price or with allocation or distribution participation percentage rights as to specific assets or income streams that are different than the rights of the Units authorized as of the Second Restatement Date.