Sponsor Loans. The Prospectus (as such term is defined in the Underwriting Agreement) permits loans made by the Sponsor or an affiliate of the Sponsor or any of FEAC’s officers or directors (each, a “Lender”), on such terms as to be determined by FEAC from time to time, to finance FEAC’s needs for working capital and obligations to make extension payments (“Sponsor Loans”). The Prospectus, and the agreements entered into by FEAC at the time of its initial public offering, contemplate that such Sponsor Loans are convertible into private placement warrants at a price of $1.50 per warrant, at the option of the Lender. FEAC, Sponsor and each Insider that is a Lender under the Sponsor Loans, each on its own behalf and on behalf of its affiliates (including the officers and directors of FEAC and each Lender), hereby, assuming that the aggregate principal amount outstanding under the Sponsor Loans exceeds $1,500,000 on the day which is two (2) Business Days prior to the Closing Date, agrees to elect to convert, and shall take such necessary or appropriate actions so as to ensure the conversion of, an amount equal to $1,500,000 of the aggregate principal amount outstanding under the Sponsor Loans, taken together, into additional FEAC Private Placement Warrants immediately prior to the Surrender on the day that is two (2) Business Days prior to the Closing Date, in each case in accordance with the Warrant Agreement and the relevant promissory note governing each such Sponsor Loan.
Sponsor Loans. The Sponsor Loans shall have been paid in full and Company shall have received evidence of such payoff, reasonably satisfactory to the Company in its sole discretion.
Sponsor Loans. The Company acknowledges that (i) TortoiseCorp III entered into various Loan and Transfer Agreements, dated December 10, 2023, February 15, 2024, April 11, 2024, and April 17, 2024 (each a “Loan and Transfer Agreement”), and a Subscription Agreement, dated April 25, 2024 (the “Subscription Agreement”), in each case, by and among TortoiseCorp III, the Sponsor, the Company and the lenders party thereto (collectively, the ”Lenders”), pursuant to which the Lenders loaned or contributed an aggregate of approximately $2.4 million to the Sponsor (collectively, the “Sponsor Loans”) and the Sponsor loaned such amounts to TortoiseCorp III, (ii) as additional consideration for the Sponsor Loans, the Sponsor agreed to transfer to the Lenders an aggregate of 1,016,000 of its TortoiseCorp III Class B Shares and TortoiseCorp III agreed to issue 200,000 shares of common stock of TortoiseCorp III or Pubco (or Pubco will issue such shares) to a certain Lender upon the closing of the Business Combination (collectively, such transferred or newly issued shares, the “Lender Shares”) and (iii) TortoiseCorp III may enter into additional Loan and Transfer Agreements and/or Subscription Agreements under the same terms and conditions as the aforementioned agreements after the date of this Agreement. The Company and Tortoise Corp III acknowledge and agree that the Lender Shares, or any Pubco Common Shares exchanged for the Lender Shares, may be granted piggyback registration rights and such shares shall not be subject to the Sponsor Earnout in Section 2.8 hereof or the lock-up or other restrictions in the Sponsor Letter Agreement.
Sponsor Loans. The loans, if any, made by the Sponsor or a General Partner or Affiliate of the Sponsor or a General Partner to the Partnership, including the HACLA IIG Loan, the HACLA CNI Loan and the HACLA Gap Loan identified on Exhibit A-3.
Sponsor Loans. (a) The Company must not (and will ensure that no other member of the Restricted Group will):
Sponsor Loans. The Company acknowledges that (i) TortoiseCorp III entered into certain Loan and Transfer Agreements dated December 10, 2023, by and among TortoiseCorp III, the Sponsor, the Company and other parties thereto (collectively, the ”Lenders”) pursuant to which the Lenders loaned an aggregate of $1.0 million to the Sponsor (the “Sponsor Loan”) and the Sponsor intends to loan such amounts to TortoiseCorp III, (ii) as additional consideration for the Sponsor Loan, the Sponsor agreed to transfer to the Lenders an aggregate of 499,500 Class B ordinary shares of TortoiseCorp III (such shares, the “Lender Shares”) upon the closing of the Business Combination and (iii) TortoiseCorp III may enter into additional loan and transfer agreements under the same terms and conditions as the aforementioned Loan and Transfer Agreements after the date of this Agreement. The Company and Tortoise Corp III acknowledge and agree that the Lender Shares, or any Pubco Common Shares exchanged for the Lender Shares, may be granted piggyback registration rights and such shares shall not be subject to the Sponsor Earnout in Section 2.8 hereof or the lock-up or other restrictions in the Sponsor Share Letter.
Sponsor Loans. At any time that any Event of Default exists under this Agreement or any other Loan Document, no payments on any loans made to IIT REIT, Borrower or a Subsidiary shall be paid to Sponsor or any Affiliate (the “Sponsor Group”) provided, however, IIT REIT, Borrower and any Subsidiaries shall be permitted to pay Base Selling Costs and loans related to Base Selling Costs. Any such loans by the Sponsor Group shall be subordinate to the Obligations; and at Agent’s reasonable request, the members of the Sponsor Group shall execute a subordination agreement with respect to such loans, which subordination agreement shall be reasonably acceptable to the members of the Sponsor Group and Agent.
Sponsor Loans. Any loan that is made to the Owner by an affiliate of the Owner, including but not limited to any deferred developer fee loan, is subordinate to all Agency financing with respect to the Project. The lender of any such loan has agreed to refrain from enforcing any remedies under the loan documents without the prior written consent of the Agency. [Continues on next page] FLATBUSH GARDENS HPO - Regulatory Agreement 56
Sponsor Loans. The applicable lenders under the Sponsor Loan Documents shall have made the Sponsor Loans in an amount equal to 15% of Combined Net Time Sales at the times and on the dates specified in the Sponsor Loan Documents.
Sponsor Loans. The Sponsor Loans and Additional Sponsor Loans shall be paid in full prior to or substantially concurrently with the Closing in accordance with Section 2.16(b)(i).”
