EXHIBIT F

EXHIBIT F
FORM OF CONSENT TO COLLATERAL ASSIGNMENT AND LENDER DIRECT AGREEMENT
among
SAGUARO FLATS SOLAR LLC, as Seller,
MERIDIAN DATACORE SOLUTIONS INC., as Buyer,
and
TRALVENDO NATIONAL BANK, N.A., as Administrative Agent
[Form — Attached to Power Purchase Agreement dated [●], 2025]
This Exhibit F is attached to and forms part of that certain Power Purchase Agreement dated as of [●], 2025, by and between Saguaro Flats Solar LLC, as Seller, and Meridian DataCore Solutions Inc., as Buyer, for the Saguaro Flats Solar Project located in Pecos County, Texas.
CONSENT TO COLLATERAL ASSIGNMENT AND LENDER DIRECT AGREEMENT
This CONSENT TO COLLATERAL ASSIGNMENT AND LENDER DIRECT AGREEMENT (this "Agreement") is made and entered into as of [●], 2025 (the "Effective Date"), by and among:
(1) SAGUARO FLATS SOLAR LLC, a Delaware limited liability company (the "Seller"), with its registered agent at Capitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, DE 19904;
(2) MERIDIAN DATACORE SOLUTIONS INC., a Delaware corporation (the "Buyer"), with its principal headquarters located at 700 Lakeshore Parkway, Building C, Austin, TX 78746 (Nasdaq: MDCS); and
(3) TRALVENDO NATIONAL BANK, N.A., a national banking association (the "Administrative Agent"), with offices at 600 Main Street, Suite 3000, Dallas, TX 75202, acting in its capacity as Administrative Agent for itself and the other Secured Parties (as defined herein) under the Credit Agreement (as defined herein).
Seller, Buyer, and Administrative Agent are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
A. The PPA. Seller and Buyer have entered into that certain Power Purchase Agreement dated as of [●], 2025 (as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms and the terms of this Agreement, the "PPA"), pursuant to which Seller has agreed to sell and deliver, and Buyer has agreed to purchase and receive, electric energy generated by the Saguaro Flats Solar Project, a 195 MWdc / 150 MWac ground-mounted single-axis tracking solar photovoltaic generating facility located on approximately 1,400 acres in Pecos County, Texas (FM Road 1776, approximately 12 miles southeast of Fort Stockton, TX 79735) (the "Project"), which Project is interconnected at the Ft. Stockton 345 kV Substation via West Texas Wires LLC, ERCOT Queue Position ERCOT-GI-2024-0437.
B. The Credit Agreement. Seller has entered into (or will enter into on or about the date hereof) that certain Credit Agreement dated as of [●], 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Seller, Administrative Agent, and the lenders from time to time party thereto (collectively, the "Lenders"), providing for a senior secured construction-to-term loan facility in an aggregate principal amount of One Hundred Eight Million Dollars ($108,000,000) (the "Loan Facility"). As of the date hereof, the Lenders and their respective commitments under the Credit Agreement are as follows: Tralvendo National Bank, N.A. ($21,000,000 commitment); Osprey Commercial Lending Corp. ($36,000,000 commitment); Grandview Savings Bank, FSB ($27,000,000 commitment); and Blue Prairie Capital Markets LLC ($24,000,000 commitment).
C. Collateral Assignment. As security for the obligations of Seller under the Credit Agreement, Seller has assigned, pledged, and granted a first-priority security interest in and to all of Seller's right, title, and interest in, to, and under the PPA to Administrative Agent for the benefit of the Secured Parties (the "Collateral Assignment"), pursuant to the terms and conditions of the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement).
D. Purpose. Administrative Agent has requested, and Buyer has agreed to provide, its consent to the Collateral Assignment and certain direct agreement provisions for the benefit of Administrative Agent and the Secured Parties, upon the terms and conditions set forth herein, in order to facilitate the financing of the Project.
E. PPA Requirement. Section [●] of the PPA contemplates the execution and delivery of this Agreement (or an agreement substantially in the form hereof) as a condition to the effectiveness, or continued effectiveness, of the PPA, and Seller and Buyer have agreed to enter into this Agreement in satisfaction of such requirement.
NOW, THEREFORE, in consideration of the mutual covenants, representations, and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS AND INTERPRETATION
Section 1.1 — Defined Terms
As used in this Agreement, the following terms shall have the following meanings:
"Administrative Agent" means Tralvendo National Bank, N.A., a national banking association, in its capacity as administrative agent and collateral agent for itself and the other Secured Parties under the Credit Agreement, together with its successors and assigns in such capacity.
"Buyer" means Meridian DataCore Solutions Inc., a Delaware corporation, together with its successors and permitted assigns.
"Collateral Assignment" means the assignment by Seller to Administrative Agent, for the benefit of the Secured Parties, of all of Seller's right, title, and interest in, to, and under the PPA, as security for the obligations of Seller under the Credit Agreement, as more particularly described in the Credit Agreement and the other Loan Documents.
"Credit Agreement" has the meaning given to such term in Recital B hereof; provided that, for the avoidance of doubt, the term "Credit Agreement" as used herein refers to the senior secured construction-to-term loan facility in an aggregate principal amount of $108,000,000 among Seller, Administrative Agent, and the Lenders, as the same may be amended, restated, supplemented, refinanced, replaced, or otherwise modified from time to time.
"Cure Period" has the meaning given to such term in Section 4.2 hereof.
"Default Notice" has the meaning given to such term in Section 4.1 hereof.
"Extended Cure Period" has the meaning given to such term in Section 4.2(b) hereof.
"Foreclosure Transfer" has the meaning given to such term in Section 5.1 hereof.
"Lenders" means the lenders from time to time party to the Credit Agreement, including, as of the date hereof, Tralvendo National Bank, N.A., Osprey Commercial Lending Corp., Grandview Savings Bank, FSB, and Blue Prairie Capital Markets LLC, together with their respective successors and assigns in such capacity.
"Loan Documents" has the meaning given to such term in the Credit Agreement.
"Minimum Credit Threshold" means either (a) a tangible net worth (determined in accordance with generally accepted accounting principles, consistently applied) of at least One Hundred Million Dollars ($100,000,000), or (b) an investment-grade credit rating (i.e., a rating of BBB- or better by S&P Global Ratings, or Baa3 or better by Moody's Investors Service, Inc.) from at least one nationally recognized statistical rating organization.
"New PPA" has the meaning given to such term in Section 5.3 hereof.
"Person" means any individual, corporation, limited liability company, partnership, joint venture, association, trust, governmental authority, or other entity.
"PPA" has the meaning given to such term in Recital A hereof, including all exhibits, schedules, and appendices thereto.
"Project" means the Saguaro Flats Solar Project, as more particularly described in the PPA and Exhibit A thereto, being a 195 MWdc / 150 MWac ground-mounted single-axis tracking solar photovoltaic generating facility located in Pecos County, Texas, interconnected at the Ft. Stockton 345 kV Substation via West Texas Wires LLC.
"Replacement Operator" has the meaning given to such term in Section 5.2 hereof.
"Secured Parties" means Administrative Agent, the Lenders, and any other secured party under the Credit Agreement or any other Loan Document.
"Seller" means Saguaro Flats Solar LLC, a Delaware limited liability company, together with its successors and permitted assigns.
"Seller Event of Default" means an event of default by Seller under the PPA, as such term is defined in the PPA.
"Step-In" has the meaning given to such term in Section 5.2 hereof.
Section 1.2 — Interpretation
(a) Except as otherwise expressly defined herein, capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the PPA. In the event of any conflict between the definitions set forth in this Agreement and those set forth in the PPA, the definitions set forth in this Agreement shall control for purposes of this Agreement.
(b) Unless the context requires otherwise, (i) references to "Articles," "Sections," "Schedules," and "Exhibits" are references to the articles, sections, schedules, and exhibits of this Agreement, (ii) references to any agreement, instrument, or document mean such agreement, instrument, or document as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms and, where applicable, the terms of this Agreement, (iii) "including" means "including without limitation," (iv) "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision, (v) references to "days" mean calendar days unless "business days" are expressly specified, and (vi) the singular includes the plural and vice versa.
(c) This Agreement shall be construed and interpreted in accordance with the laws of the State of New York, and the principles of construction applicable under New York law shall apply, including that headings are for convenience of reference only and shall not affect the interpretation of any provision hereof.
(d) Each Party acknowledges that it has been represented by counsel in connection with the negotiation and execution of this Agreement, and no provision of this Agreement shall be construed against any Party on the basis that such Party drafted such provision.
ARTICLE II — CONSENT TO COLLATERAL ASSIGNMENT
Section 2.1 — Buyer's Consent
(a) Buyer hereby irrevocably consents to the Collateral Assignment of the PPA by Seller to Administrative Agent for the benefit of the Secured Parties, as described in the Recitals hereto and in the Credit Agreement and the other Loan Documents. Such consent is given for the benefit of Administrative Agent, the Lenders, and the other Secured Parties and shall extend to any renewal, extension, modification, supplement, replacement, or refinancing of the Credit Agreement and the Loan Facility, so long as Administrative Agent remains the administrative agent and collateral agent under such renewed, extended, modified, supplemented, replaced, or refinanced credit facility (or a successor administrative agent has been appointed in accordance with the terms thereof).
(b) Buyer hereby acknowledges and agrees that the Collateral Assignment does not constitute a transfer or assignment of the PPA for purposes of the change of control provisions, assignment provisions, or any other consent-based transfer restriction set forth in the PPA. Accordingly, Buyer confirms that the Collateral Assignment does not require Buyer's consent under any provision of the PPA other than this Agreement, and Buyer shall not assert that the Collateral Assignment constitutes a breach or default under the PPA.
(c) The Collateral Assignment shall not relieve Seller of any of its obligations under the PPA, and Seller shall remain primarily liable for all obligations, duties, and responsibilities under the PPA, notwithstanding the execution and delivery of the Collateral Assignment. Nothing in this Agreement shall be construed to make Administrative Agent or any Secured Party a party to the PPA or to impose any obligation of Seller under the PPA upon Administrative Agent or any Secured Party, except as expressly provided in this Agreement.
Section 2.2 — No Modification Without Consent
(a) Neither Seller nor Buyer shall amend, modify, supplement, terminate (except as expressly permitted herein and in the PPA after expiration of all applicable Cure Periods), or waive any material provision of the PPA without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned, or delayed.
(b) For purposes of this Section 2.2, "material provisions" of the PPA shall include, without limitation, the following:
(i) contract price (currently $20.00/MWh) and price escalation terms (currently 1.50% per annum);
(ii) the term of the PPA and the guaranteed commercial operation date;
(iii) availability guarantee thresholds and performance standards;
(iv) liquidated damages provisions (including delay liquidated damages and availability liquidated damages);
(v) change of control provisions and assignment restrictions;
(vi) credit support requirements (including the form and amount of any letter of credit, guaranty, or other credit support);
(vii) termination rights and termination payment provisions;
(viii) governing law and dispute resolution provisions;
(ix) insurance requirements; and
(x) any provision the modification of which would reasonably be expected to have a material adverse effect on the value of the Collateral Assignment or the rights of the Secured Parties.
(c) Administrative Agent shall use commercially reasonable efforts to respond to any request for consent under this Section 2.2 within twenty (20) business days after receipt of such request, together with all reasonably necessary supporting documentation. If Administrative Agent fails to respond within such twenty (20) business day period, Seller or Buyer (as applicable) may deliver a second written notice to Administrative Agent requesting consent, and if Administrative Agent fails to respond within ten (10) business days after receipt of such second notice, Administrative Agent shall be deemed to have consented to the proposed amendment, modification, supplement, termination, or waiver.
Section 2.3 — Notices to Administrative Agent
(a) Buyer shall deliver to Administrative Agent a copy of any notice of default, notice of termination, force majeure notice, claim for liquidated damages, curtailment notice, or any other material notice delivered to or received from Seller under the PPA, concurrently with the delivery of such notice to, or receipt of such notice from, Seller. For purposes of this Section 2.3, a "material notice" shall include any notice that relates to (i) a default or event of default by either Party under the PPA, (ii) a proposed or actual termination of the PPA, (iii) a force majeure event affecting the Project or delivery of energy under the PPA, (iv) a claim for damages or indemnification, (v) a change of control of Seller, (vi) a failure to achieve commercial operation by the guaranteed commercial operation date, or (vii) any other event or circumstance that would reasonably be expected to have a material adverse effect on the rights or obligations of either Party under the PPA.
(b) Seller shall deliver to Administrative Agent a copy of any notice described in Section 2.3(a) that is received by Seller from Buyer, concurrently with receipt of such notice. In addition, Seller shall promptly notify Administrative Agent in writing of any event or circumstance of which Seller becomes aware that constitutes, or with the passage of time or giving of notice (or both) would constitute, a Seller Event of Default under the PPA.
(c) All notices to Administrative Agent under this Agreement shall be delivered to:
Tralvendo National Bank, N.A. 600 Main Street, Suite 3000 Dallas, TX 75202
Attention: Diane Roessler, Director, Project Finance
Telephone: (214) 555-8400
Email: droessler@crestmarkbank.com
with a copy (which shall not constitute notice) to:
Whitfield Stroval & Cade LLP 51 West 52nd Street, 30th Floor New York, NY 10019
Attention: Philip Thornton
Telephone: (212) 555-7100
Email: pthornton@wjclaw.com
(d) Failure by Buyer or Seller to deliver any notice required under this Section 2.3 shall not affect the validity or enforceability of such notice as between Buyer and Seller under the PPA, but shall extend any Cure Period or other time period running in favor of Administrative Agent under this Agreement until such time as Administrative Agent has actually received such notice.
ARTICLE III — REPRESENTATIONS AND ACKNOWLEDGMENTS
Section 3.1 — Buyer Representations
Buyer hereby represents and warrants to Administrative Agent and Seller, as of the date hereof, as follows:
(a) Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to do business and is in good standing in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on Buyer's ability to perform its obligations under this Agreement or the PPA.
(b) Power and Authority. Buyer has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary corporate action on the part of Buyer, and no further corporate action or approval is required.
(c) Due Execution; Binding Obligation. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(d) No Conflicts. The execution, delivery, and performance of this Agreement by Buyer do not and will not (i) conflict with, result in a breach of, or constitute a default under, Buyer's certificate of incorporation, bylaws, or other organizational documents, (ii) conflict with, result in a breach of, constitute a default under, or give rise to a right of termination, modification, or acceleration under, any material agreement, instrument, order, judgment, or decree to which Buyer is a party or by which Buyer or any of its properties is bound, or (iii) violate any applicable law, rule, or regulation.
(e) PPA in Effect. As of the date hereof, the PPA is in full force and effect and has not been amended, modified, supplemented, or otherwise changed from the form attached hereto (if applicable) or delivered to Administrative Agent, except as disclosed in writing to Administrative Agent prior to the date hereof. To Buyer's knowledge, no event has occurred and is continuing that constitutes, or with the passage of time or giving of notice (or both) would constitute, a default or event of default by either Buyer or Seller under the PPA.
Section 3.2 — Seller Representations
Seller hereby represents and warrants to Administrative Agent and Buyer, as of the date hereof, as follows:
(a) Organization and Good Standing. Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to do business and is in good standing in the State of Texas and in each other jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on Seller's ability to perform its obligations under this Agreement or the PPA.
(b) Power and Authority. Seller has full limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to grant the Collateral Assignment. The execution, delivery, and performance of this Agreement and the Collateral Assignment by Seller have been duly authorized by all necessary limited liability company action on the part of Seller (including any required consent of its members and managers), and no further action or approval is required.
(c) No Existing Defaults. As of the date hereof, no Seller Event of Default has occurred and is continuing under the PPA, and no event has occurred and is continuing that, with the passage of time or the giving of notice (or both), would constitute a Seller Event of Default under the PPA.
(d) No Prior Assignments. Seller has not previously assigned, transferred, pledged, or encumbered its rights, title, or interests in, to, or under the PPA, other than pursuant to the Collateral Assignment in favor of Administrative Agent. The Collateral Assignment constitutes a valid first-priority security interest in Seller's right, title, and interest in, to, and under the PPA, subject to no prior lien, encumbrance, or competing claim.
(e) Accurate Information. All information provided by Seller to Administrative Agent and Buyer in connection with the negotiation and execution of this Agreement, the PPA, and the Credit Agreement is true, correct, and complete in all material respects as of the date hereof.
Section 3.3 — Administrative Agent Acknowledgment
(a) Administrative Agent acknowledges that the Collateral Assignment is subject to the terms and conditions of this Agreement. Administrative Agent agrees that it shall not exercise any rights under the Collateral Assignment in a manner that is inconsistent with the terms and conditions of this Agreement.
(b) Administrative Agent acknowledges that it has no rights under the PPA except as expressly set forth in this Agreement. Nothing in the Collateral Assignment or the Credit Agreement shall be deemed to confer upon Administrative Agent or any Secured Party any right to receive energy, environmental attributes, or any other product or service under the PPA, except to the extent that Administrative Agent or its designee has effected a Step-In or Foreclosure Transfer in accordance with Article V hereof.
(c) Administrative Agent acknowledges receipt of a true, correct, and complete copy of the PPA (including all exhibits, schedules, and appendices thereto) and represents that it has reviewed the same.
ARTICLE IV — DEFAULT NOTICES AND CURE RIGHTS
Section 4.1 — Notice of Seller Event of Default
(a) Before Buyer may exercise any termination right under the PPA arising from a Seller Event of Default, Buyer shall deliver written notice of such Seller Event of Default to Administrative Agent (a "Default Notice") concurrently with, or promptly following, delivery of any corresponding notice of default to Seller under the PPA. In no event shall Buyer deliver a Default Notice to Administrative Agent later than five (5) business days after delivery of the corresponding notice of default to Seller.
(b) Each Default Notice shall (i) describe the Seller Event of Default in reasonable detail, including the specific provision of the PPA that has been breached or with respect to which a default has occurred, (ii) specify the cure period, if any, available to Seller under the PPA with respect to such Seller Event of Default, and (iii) state the date on which Buyer delivered (or intends to deliver) the corresponding notice of default to Seller.
(c) No termination of the PPA by Buyer on account of a Seller Event of Default shall be effective unless and until (i) the Default Notice has been duly delivered to Administrative Agent in accordance with this Section 4.1, and (ii) the Cure Period (as defined in Section 4.2) has expired without cure of the applicable Seller Event of Default.
Section 4.2 — Administrative Agent Cure Period
(a) Administrative Agent (or its designee, including any Replacement Operator) shall have the right, but not the obligation, to cure any Seller Event of Default that is the subject of a Default Notice.
(b) The cure period available to Administrative Agent with respect to any Seller Event of Default (the "Cure Period") shall be the longer of:
(i) the cure period available to Seller under the PPA with respect to such Seller Event of Default (including any extensions thereof); and
(ii) an additional period of ninety (90) days following Administrative Agent's receipt of the Default Notice (the "Extended Cure Period").
For the avoidance of doubt, the Cure Period shall not begin to run until the date on which Administrative Agent actually receives the Default Notice in accordance with the notice provisions of this Agreement. If Buyer fails to deliver the Default Notice to Administrative Agent, the Cure Period shall not commence, and Buyer shall not be entitled to terminate the PPA on account of the applicable Seller Event of Default until such Default Notice has been delivered and the full Cure Period has elapsed.
(c) If the Seller Event of Default that is the subject of the Default Notice is of a nature that cannot reasonably be cured within the Cure Period described in Section 4.2(b), but Administrative Agent (or its designee) has commenced and is diligently pursuing cure of such Seller Event of Default within the Cure Period, then the Cure Period shall be extended for such additional period of time as is reasonably necessary to complete such cure, provided that in no event shall such extended Cure Period exceed an additional sixty (60) days beyond the initial Cure Period described in Section 4.2(b) (resulting in a total maximum cure period of one hundred fifty (150) days from Administrative Agent's receipt of the Default Notice).
(d) During the Cure Period (including any extension thereof pursuant to Section 4.2(c)), Buyer shall not exercise any right to terminate the PPA on account of the applicable Seller Event of Default, and the PPA shall remain in full force and effect. Buyer shall cooperate in good faith with Administrative Agent and its designees in connection with any cure efforts, including by providing reasonable access to information and documentation relating to the Seller Event of Default.
(e) If Administrative Agent (or its designee) cures a Seller Event of Default within the applicable Cure Period, such Seller Event of Default shall be deemed cured for all purposes of the PPA, and Buyer shall not thereafter exercise any termination right or other remedy under the PPA on account of such cured Seller Event of Default.
Section 4.3 — Payment Cure
(a) Administrative Agent (or its designee) may cure any monetary Seller Event of Default (including a failure by Seller to make any payment when due under the PPA) by making payment directly to Buyer of the amounts then due and owing by Seller under the PPA. Such payment may be made by wire transfer of immediately available funds to the account designated by Buyer for receipt of payments under the PPA.
(b) Buyer shall accept any such payment by Administrative Agent (or its designee) as if such payment were made by Seller, and upon receipt of such payment, the corresponding monetary Seller Event of Default shall be deemed cured for all purposes of the PPA and this Agreement.
(c) Any payment made by Administrative Agent (or its designee) pursuant to this Section 4.3 shall not constitute an assumption by Administrative Agent or any Secured Party of the obligations of Seller under the PPA, and Administrative Agent shall be entitled to seek reimbursement from Seller for any such payments in accordance with the Credit Agreement and the other Loan Documents.
Section 4.4 — Non-Monetary Cure
(a) With respect to any non-monetary Seller Event of Default (including a failure by Seller to perform any operational, maintenance, reporting, or other non-monetary obligation under the PPA), Administrative Agent (or its designee, including any Replacement Operator) may cure such default by performing or causing to be performed the relevant obligation under the PPA on behalf of Seller.
(b) To the extent that cure of any non-monetary Seller Event of Default requires possession, control, or operation of the Project, or access to the Project site, Administrative Agent shall be entitled to exercise its Step-In rights under Article V hereof. Upon exercise of such Step-In rights, Administrative Agent (or its designee) shall be deemed to have all rights and access necessary to effect cure of the applicable Seller Event of Default.
(c) Buyer shall cooperate in good faith with Administrative Agent and its designees in connection with any non-monetary cure, including by accepting performance of the relevant obligation from Administrative Agent or its designee as if such performance were provided by Seller.
ARTICLE V — STEP-IN RIGHTS, FORECLOSURE, AND NEW PPA
Section 5.1 — Foreclosure Transfer
(a) If Administrative Agent (or its designee) forecloses upon or otherwise acquires Seller's interest in the PPA or the equity interests of Seller (whether by judicial foreclosure, non-judicial foreclosure, exercise of a power of sale, or otherwise), or if the PPA or the Project is transferred to a purchaser at a foreclosure sale, a transferee in a deed in lieu of foreclosure, or any assignee of Administrative Agent or any Secured Party (any such transfer, a "Foreclosure Transfer"), Buyer shall recognize the transferee as the "Seller" under the PPA and shall continue to perform its obligations under the PPA in favor of such transferee, provided that all of the following conditions are satisfied:
(i) the transferee executes and delivers to Buyer a written instrument, in form and substance reasonably satisfactory to Buyer, pursuant to which the transferee assumes all obligations of Seller under the PPA arising from and after the date of such Foreclosure Transfer (it being understood that the transferee shall not be liable for any obligations of the original Seller arising prior to the date of the Foreclosure Transfer, except to the extent such obligations constitute a then-existing Seller Event of Default that is required to be cured pursuant to clause (iii) below);
(ii) the transferee or its parent entity satisfies the Minimum Credit Threshold applicable to a successor under the change of control provisions of the PPA, being either (A) a tangible net worth of at least One Hundred Million Dollars ($100,000,000), or (B) an investment-grade credit rating (BBB- or better by S&P Global Ratings, or Baa3 or better by Moody's Investors Service, Inc.) from at least one nationally recognized statistical rating organization; and
(iii) the transferee cures (or is diligently pursuing cure of) any then-existing Seller Event of Default under the PPA within the applicable Cure Period set forth in Article IV hereof.
(b) A Foreclosure Transfer effected by Administrative Agent or any Secured Party in accordance with this Section 5.1 shall not constitute a "change of control" of Seller requiring Buyer's consent under the PPA. Buyer hereby waives any right under the PPA to withhold consent to, or terminate the PPA on account of, any Foreclosure Transfer that satisfies the conditions set forth in Section 5.1(a).
(c) Upon consummation of a Foreclosure Transfer that satisfies the conditions set forth in Section 5.1(a), the PPA shall continue in full force and effect as a direct agreement between Buyer and the transferee (as the new Seller), and Buyer shall attorn to the transferee as the Seller under the PPA.
Section 5.2 — Step-In Rights
(a) Upon the occurrence of a Seller Event of Default under the PPA (or an event of default under the Credit Agreement that gives rise to a right of Administrative Agent to exercise remedies against the Project or the Collateral Assignment), Administrative Agent (or its designee, including any Replacement Operator) shall have the right, but not the obligation, to step in and assume operation and management of the Project and performance of Seller's obligations under the PPA (a "Step-In").
(b) Administrative Agent shall notify Buyer in writing of any Step-In within ten (10) business days of the commencement thereof. Such notice shall (i) identify the basis for the Step-In, (ii) identify any Replacement Operator designated by Administrative Agent to operate the Project and perform Seller's obligations under the PPA, and (iii) provide contact information for the Replacement Operator (if applicable).
(c) "Replacement Operator" means any Person designated by Administrative Agent to operate the Project and perform Seller's obligations under the PPA during a Step-In period, which Person shall (i) have demonstrated experience in the operation and maintenance of utility-scale solar photovoltaic generating facilities, and (ii) be reasonably acceptable to Buyer; provided that Buyer shall not unreasonably withhold, condition, or delay its acceptance of any proposed Replacement Operator. If Buyer objects to a proposed Replacement Operator, Buyer shall notify Administrative Agent in writing within ten (10) business days of receipt of the Step-In notice, specifying in reasonable detail the grounds for such objection. If Buyer fails to respond within such ten (10) business day period, Buyer shall be deemed to have accepted the proposed Replacement Operator.
(d) During the period of any Step-In, Administrative Agent (or the Replacement Operator, as applicable) shall be entitled to exercise all rights of Seller under the PPA, including the right to deliver energy and receive payment therefor, and Buyer shall perform its obligations under the PPA as if the Replacement Operator were the Seller. Administrative Agent and any Replacement Operator shall comply with all obligations of Seller under the PPA during the Step-In period.
(e) A Step-In shall continue until the earliest to occur of (i) the cure of the Seller Event of Default that gave rise to the Step-In, (ii) the consummation of a Foreclosure Transfer in accordance with Section 5.1, (iii) the entry into a New PPA in accordance with Section 5.3, (iv) the written agreement of Administrative Agent and Buyer to terminate the Step-In, or (v) the expiration of the applicable Cure Period without cure and without the exercise by Administrative Agent of any other rights under this Agreement.
Section 5.3 — New PPA Right
(a) If the PPA is terminated due to a Seller Event of Default (after the expiration of the applicable Cure Period under Article IV without cure), Buyer shall, at the written request of Administrative Agent delivered within ninety (90) days following such termination, enter into a new power purchase agreement (a "New PPA") with Administrative Agent or its designee, subject to satisfaction of the conditions set forth in this Section 5.3.
(b) The New PPA shall be entered into on the following terms and conditions:
(i) Substantially Same Terms. The New PPA shall be on substantially the same terms and conditions as the PPA, including the same contract price of Twenty Dollars per Megawatt-hour ($20.00/MWh), with a 1.50% annual escalator, settlement at the ERCOT West Hub, availability guarantee thresholds, liquidated damages provisions, credit support requirements, and all other material terms and conditions of the PPA, adjusted only to reflect the passage of time (i.e., the remaining term of the PPA, measured from the commercial operation date of April 1, 2027, through the expiration date of March 31, 2047, less any period that has elapsed prior to the termination of the PPA).
(ii) Assumption of Obligations. The party acting as seller under the New PPA shall assume all obligations that would have been obligations of the original Seller under the PPA for the remaining term, including all performance obligations, availability guarantees, environmental attribute delivery obligations, and reporting obligations.
(iii) Minimum Credit Threshold. The party acting as seller under the New PPA (or its parent entity or guarantor) shall satisfy the Minimum Credit Threshold, being either (A) a tangible net worth of at least One Hundred Million Dollars ($100,000,000), or (B) an investment-grade credit rating (BBB- or better by S&P Global Ratings, or Baa3 or better by Moody's Investors Service, Inc.) from at least one nationally recognized statistical rating organization.
(iv) Cure of Monetary Defaults. Any then-existing monetary defaults under the terminated PPA (including any unpaid termination payments, liquidated damages, or other amounts due and owing by Seller to Buyer) shall be cured in full in connection with the execution and delivery of the New PPA, by payment to Buyer of all such amounts.
(v) No Increase in Buyer's Obligations. Buyer shall not be required to enter into a New PPA if doing so would (A) increase Buyer's obligations or liabilities relative to those under the original PPA, (B) diminish Buyer's rights or benefits relative to those under the original PPA, or (C) impose upon Buyer any new or additional credit support, guarantee, or collateral requirements not contemplated by the original PPA.
(c) Administrative Agent's right to request a New PPA under this Section 5.3 shall expire if Administrative Agent fails to deliver its written request to Buyer within the ninety (90) day period specified in Section 5.3(a). Time is of the essence with respect to such ninety (90) day period.
(d) The Parties shall negotiate in good faith and use commercially reasonable efforts to execute and deliver the New PPA within sixty (60) days after Administrative Agent's delivery of its written request therefor. During such negotiation period, Buyer shall not enter into any replacement power purchase agreement with any third party for the output of the Project or any portion thereof.
Section 5.4 — Limitations on Administrative Agent Liability
(a) Administrative Agent shall not, by reason of this Agreement or the Collateral Assignment, be deemed to have assumed any obligations of Seller under the PPA unless and until Administrative Agent (or its designee) has expressly assumed such obligations in writing in connection with a Step-In (pursuant to Section 5.2) or a Foreclosure Transfer (pursuant to Section 5.1). The mere existence of the Collateral Assignment or this Agreement shall not impose upon Administrative Agent or any Secured Party any duty or obligation to perform or comply with any of the terms, covenants, or conditions contained in the PPA.
(b) Administrative Agent shall have no liability to Buyer for any acts, omissions, defaults, or failures to perform by Seller occurring prior to the date of a Step-In or Foreclosure Transfer, as applicable. In the event of a Step-In, Administrative Agent's liability (and the liability of any Replacement Operator) shall be limited to obligations arising during the period of the Step-In. In the event of a Foreclosure Transfer, the liability of the transferee shall be limited to obligations arising from and after the date of the Foreclosure Transfer, except to the extent the transferee has expressly assumed pre-existing obligations pursuant to Section 5.1(a)(i).
(c) In no event shall Administrative Agent, any Secured Party, any Replacement Operator, or any transferee in a Foreclosure Transfer be liable to Buyer for consequential, incidental, punitive, exemplary, or special damages of any kind under this Agreement, regardless of the form of action (whether in contract, tort, strict liability, or otherwise) and regardless of whether such damages were foreseeable. This limitation shall apply to the fullest extent permitted by applicable law.
(d) Nothing in this Article V shall be construed to limit or affect Administrative Agent's rights and remedies under the Credit Agreement or any other Loan Document as against Seller.
ARTICLE VI — PAYMENTS AND SET-OFF
Section 6.1 — Payment Direction
(a) Upon receipt of written notice from Administrative Agent that an event of default has occurred under the Credit Agreement (a "Lender Default Notice"), Buyer shall, commencing on the first payment date occurring after Buyer's receipt of the Lender Default Notice and continuing until Buyer's receipt of a written revocation notice from Administrative Agent (a "Revocation Notice"), direct all payments due to Seller under the PPA (including payments for energy delivered, capacity payments, environmental attribute payments, and any other amounts payable by Buyer to Seller) to such account as Administrative Agent shall designate in the Lender Default Notice or in a subsequent written notice.
(b) The Lender Default Notice shall (i) state that an event of default has occurred under the Credit Agreement, (ii) direct Buyer to make all future payments under the PPA to the account designated therein, and (iii) provide wire transfer instructions for such designated account. Administrative Agent shall not be required to disclose to Buyer the nature or details of the event of default under the Credit Agreement.
(c) Any payment direction under this Section 6.1 shall not increase Buyer's payment obligations under the PPA, and Buyer shall not be required to make any payment in excess of the amounts that would otherwise be due and payable under the PPA. Buyer shall be fully discharged of its payment obligations under the PPA to the extent of payments made in accordance with a Lender Default Notice.
(d) Upon receipt of a Revocation Notice from Administrative Agent, Buyer shall resume making payments to Seller in accordance with the payment provisions of the PPA.
Section 6.2 — No Set-Off
(a) During any period in which payments are being directed to Administrative Agent pursuant to Section 6.1, Buyer shall not set off, deduct, or withhold any amounts owed by Seller to Buyer under the PPA from such payments, except for amounts that Buyer is expressly entitled to set off, deduct, or withhold under the terms of the PPA. Amounts that Buyer is expressly entitled to set off under the PPA include, without limitation, (i) availability liquidated damages due and payable by Seller to Buyer pursuant to the PPA, (ii) amounts due to Buyer as a result of Seller's failure to deliver energy in accordance with the PPA, (iii) indemnification amounts owed by Seller to Buyer under the PPA, and (iv) any other amounts that are expressly subject to set-off under the terms of the PPA.
(b) Buyer shall provide Administrative Agent with reasonable documentation supporting any set-off, deduction, or withholding exercised by Buyer pursuant to this Section 6.2, including copies of invoices, settlement statements, and calculations demonstrating the amounts set off.
(c) In the event of any dispute between Buyer and Administrative Agent regarding the propriety of any set-off, deduction, or withholding, the disputing Parties shall seek to resolve such dispute in accordance with the dispute resolution provisions of Section 10.3 hereof. Pending resolution of any such dispute, Buyer shall pay to Administrative Agent the undisputed portion of any amounts due under the PPA, and the disputed amounts shall be deposited into an escrow account maintained by a mutually agreed-upon escrow agent.
ARTICLE VII — CHANGE OF CONTROL
Section 7.1 — Interaction with PPA Change of Control Provisions
(a) The Parties acknowledge that any change of control of Seller, as such term is defined in the PPA (meaning a direct or indirect transfer of more than fifty percent (50%) of the equity interests in Saguaro Flats Solar LLC to a Person that is not an affiliate of Seller or its current direct or indirect parent), shall require the prior written consent of Administrative Agent under the Credit Agreement, in addition to any consent, notice, or approval required of Buyer under the PPA. Accordingly, no change of control of Seller may be effected without the prior written consent of both Buyer (to the extent required under the PPA) and Administrative Agent (to the extent required under the Credit Agreement).
(b) A Foreclosure Transfer effected by Administrative Agent or any Secured Party in accordance with Section 5.1 hereof shall not require Buyer's consent as a "change of control" under the PPA, and Buyer hereby waives any consent right it may have under the PPA with respect to such a Foreclosure Transfer, subject to the conditions set forth in Section 5.1(a).
(c) Nothing in this Agreement shall be construed to expand or limit Buyer's consent rights under the PPA with respect to any change of control of Seller that is not a Foreclosure Transfer.
Section 7.2 — Administrative Agent Consent to Changes
Seller shall not, without the prior written consent of Administrative Agent (which consent shall not be unreasonably withheld, conditioned, or delayed), agree to any amendment or modification of the PPA's change of control provisions, assignment provisions, or any other provisions that restrict or condition the transfer of Seller's interest in the PPA, the Project, or the equity interests of Seller.
ARTICLE VIII — INSURANCE AND PROJECT MAINTENANCE
Section 8.1 — Insurance
(a) Seller shall maintain, or cause to be maintained, at all times during the term of this Agreement, insurance coverages in the types, amounts, and with the carriers required under Exhibit E to the PPA and the Credit Agreement (and the other Loan Documents). Without limiting the generality of the foregoing, such insurance coverages shall include:
(i) Builder's risk insurance / property insurance (all-risk), currently placed with Commonwealth Mutual Insurance Co., in an amount not less than the full replacement value of the Project;
(ii) Commercial general liability insurance, currently placed with Ridgeway Casualty Group Inc., with combined single limits of not less than the amounts specified in the PPA and the Credit Agreement;
(iii) Business interruption insurance, in an amount and for a waiting period consistent with the requirements of the Credit Agreement; and
(iv) Such other insurance coverages as are required under the PPA, the Credit Agreement, and applicable law.
All insurance coverages described herein are arranged through Fieldstone Risk Advisors LLC, as Seller's insurance broker, or such other insurance broker as Seller may designate with the approval of Administrative Agent.
(b) Administrative Agent shall be named as an additional insured and loss payee (or mortgagee, as applicable) on all applicable insurance policies maintained by Seller in connection with the Project, as required by the Credit Agreement and the other Loan Documents. Seller shall cause each insurer to deliver to Administrative Agent certificates of insurance and, where required, endorsements evidencing such additional insured and loss payee status. Seller shall provide Administrative Agent with at least thirty (30) days' prior written notice (or ten (10) days' prior written notice in the case of non-payment of premium) of any cancellation, non-renewal, or material modification of any such insurance policy.
(c) In the event that Seller fails to maintain the insurance coverages required under this Section 8.1, Administrative Agent shall have the right (but not the obligation) to obtain such insurance coverages at Seller's expense.
Section 8.2 — Maintenance of Project
(a) Seller shall operate and maintain the Project in accordance with (i) Prudent Industry Practice (as defined in the PPA), (ii) the requirements of the PPA (including all performance, availability, and operational standards set forth therein), (iii) the requirements of the Credit Agreement and the other Loan Documents, (iv) the ERCOT interconnection requirements applicable to the Project, and (v) the terms and conditions of the Large Generation Interconnection Agreement between Seller and West Texas Wires LLC (ERCOT Queue Position ERCOT-GI-2024-0437).
(b) Seller shall not, without the prior written consent of Administrative Agent, take any action or fail to take any action that would reasonably be expected to result in the loss of the Project's interconnection rights, ERCOT registration, or qualification under any applicable environmental attribute program.
(c) Seller shall promptly notify Administrative Agent and Buyer of any material casualty, condemnation, or environmental event affecting the Project.
ARTICLE IX — TERM AND TERMINATION
Section 9.1 — Effective Date
This Agreement shall become effective upon execution and delivery by all Parties hereto (the "Effective Date"). Each Party's obligation to perform under this Agreement shall commence on the Effective Date.
Section 9.2 — Term
This Agreement shall remain in full force and effect until the earliest to occur of:
(a) the date on which all obligations of Seller and each other obligor under the Credit Agreement and the other Loan Documents have been indefeasibly paid and satisfied in full in cash, and all commitments of the Lenders under the Credit Agreement have been permanently terminated (as certified in writing by Administrative Agent to Buyer);
(b) the date of the expiration or termination of the PPA in accordance with its terms (including after the expiration of all applicable Cure Periods under Article IV and the expiration of Administrative Agent's right to request a New PPA under Section 5.3 without Administrative Agent having exercised such right); and
(c) the date on which all Parties execute and deliver a written agreement to terminate this Agreement.
Upon the termination of this Agreement pursuant to Section 9.2(a), Administrative Agent shall promptly deliver written notice to Buyer confirming that all obligations under the Credit Agreement have been satisfied in full and that this Agreement has terminated. Upon receipt of such notice, Buyer shall have no further obligations to Administrative Agent under this Agreement.
Section 9.3 — Survival
The obligations of the Parties under Articles IV (Default Notices and Cure Rights), V (Step-In Rights, Foreclosure, and New PPA), and VI (Payments and Set-Off) shall survive termination of this Agreement to the extent necessary to give full force and effect to the rights and obligations arising prior to or in connection with termination. In addition, the provisions of Section 5.4 (Limitations on Administrative Agent Liability), Section 10.2 (Governing Law), Section 10.3 (Dispute Resolution), Section 10.6 (Entire Agreement), Section 10.7 (Severability), and Section 10.9 (No Third-Party Beneficiaries) shall survive termination of this Agreement.
ARTICLE X — MISCELLANEOUS
Section 10.1 — Notices
(a) All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and received (i) upon personal delivery to the Party to whom directed, (ii) one (1) business day after deposit with a nationally recognized overnight courier service (such as Sundial Data Systems, Halcyon Partners LLC, or Tarrant & Co.), with all charges prepaid and delivery confirmed, (iii) three (3) business days after deposit in the United States mail, certified, return receipt requested, postage prepaid, or (iv) upon confirmation of transmission, if sent by email to an email address specified below (provided that a copy is also sent by one of the methods described in clauses (i), (ii), or (iii)), in each case addressed to the applicable Party at the following addresses (or at such other address as such Party may designate by written notice to the other Parties in accordance with this Section):
To Seller:
Saguaro Flats Solar LLC c/o Calloway-Briggs Renewables Inc. 4200 Travis Street, Suite 1800 Houston, TX 77002
Attention: Rachel Muñoz, General Counsel
Telephone: (713) 555-2200
Email: rmunoz@calloway-briggs.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 1100 Louisiana Street, Suite 4500 Houston, TX 77002
Attention: Patricia Dunmore
Telephone: (713) 555-9000
Email: pdunmore@calderwoodharkness.com
To Buyer:
Meridian DataCore Solutions Inc. 700 Lakeshore Parkway, Building C Austin, TX 78746
Attention: Victor Langford, Deputy General Counsel
Telephone: (512) 555-6100
Email: vlangford@meridiandatacore.com
with a copy (which shall not constitute notice) to:
Hargrove & Linden LLP 300 Congress Avenue, Suite 2200 Austin, TX 78701
Attention: Evelyn Crumveth
Telephone: (512) 555-3400
Email: eashford@hargrovelinden.com
To Administrative Agent:
Tralvendo National Bank, N.A. 600 Main Street, Suite 3000 Dallas, TX 75202
Attention: Diane Roessler, Director, Project Finance
Telephone: (214) 555-8400
Email: droessler@crestmarkbank.com
with a copy (which shall not constitute notice) to:
Whitfield Stroval & Cade LLP 51 West 52nd Street, 30th Floor New York, NY 10019
Attention: Philip Thornton
Telephone: (212) 555-7100
Email: pthornton@wjclaw.com
(b) Any Party may change its notice address by written notice to the other Parties in accordance with this Section 10.1.
Section 10.2 — Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof that would require the application of the laws of any other jurisdiction. Each of the Parties irrevocably submits to the jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the State of New York for purposes of any action arising out of or relating to this Agreement (subject to Section 10.3).
Section 10.3 — Dispute Resolution
(a) Negotiation. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof (a "Dispute"), shall first be submitted to good-faith negotiation between senior representatives of the disputing Parties. The disputing Party shall deliver written notice to the other Party (or Parties) describing the Dispute in reasonable detail (a "Dispute Notice"). Within thirty (30) days after delivery of a Dispute Notice, the senior representatives designated by each disputing Party shall meet (in person or by videoconference) and attempt in good faith to resolve the Dispute.
(b) Arbitration. If the Dispute is not resolved within the thirty (30) day negotiation period described in Section 10.3(a) (or such longer period as the disputing Parties may agree in writing), any Party may submit the Dispute to binding arbitration administered by the American Arbitration Association ("AAA") in New York, New York, under the AAA Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a panel of three (3) arbitrators, one selected by each side (Buyer on the one hand, and Administrative Agent and/or Seller on the other hand), and the third selected by the two Party-appointed arbitrators. If the two Party-appointed arbitrators are unable to agree on the third arbitrator within fifteen (15) days, the third arbitrator shall be appointed by the AAA. The arbitrators shall have experience in project finance and energy transactions. The award of the arbitrators shall be final and binding upon all Parties, and judgment upon the award may be entered in any court of competent jurisdiction.
(c) Injunctive Relief. Notwithstanding the foregoing, any Party may seek injunctive or other equitable relief from the Supreme Court of the State of New York, County of New York, or the United States District Court for the Southern District of New York, to prevent irreparable harm pending the outcome of arbitration. Each Party irrevocably waives any objection to venue in such courts and any claim that any such proceeding has been brought in an inconvenient forum.
(d) Costs. The prevailing Party in any arbitration or litigation under this Section 10.3 shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party, as determined by the arbitral tribunal or court, as applicable.
Section 10.4 — Amendments and Waivers
(a) This Agreement may not be amended, modified, or supplemented except by a written instrument executed by all Parties hereto. No oral agreement, course of dealing, or course of performance shall be effective to amend, modify, or supplement any provision of this Agreement.
(b) No waiver of any provision of this Agreement or any breach thereof shall be effective unless in writing and signed by the Party against whom enforcement is sought. No waiver of any breach shall be deemed a waiver of any subsequent breach, and no waiver of any provision shall be deemed a waiver of any other provision. The failure of any Party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
Section 10.5 — Successors and Assigns
(a) This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
(b) Administrative Agent may assign its rights and obligations under this Agreement to a successor administrative agent under the Credit Agreement without the consent of any other Party, upon written notice to Buyer and Seller. Any such successor administrative agent shall be bound by the terms and conditions of this Agreement.
(c) Buyer may not assign its rights or obligations under this Agreement without the prior written consent of Administrative Agent and Seller, which consent shall not be unreasonably withheld, conditioned, or delayed; provided that Buyer may assign its rights and obligations under this Agreement to a permitted assignee of the PPA in accordance with the assignment provisions of the PPA, subject to the prior written consent of Administrative Agent (not to be unreasonably withheld, conditioned, or delayed).
(d) Seller may not assign its rights or obligations under this Agreement without the prior written consent of Administrative Agent and Buyer, except in connection with a Foreclosure Transfer in accordance with Section 5.1 or as otherwise permitted under the Credit Agreement.
Section 10.6 — Entire Agreement
This Agreement, together with the PPA (including all exhibits, schedules, and appendices thereto) and the Credit Agreement (including all Loan Documents executed in connection therewith), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, representations, and warranties, whether written or oral, relating to such subject matter.
Section 10.7 — Severability
If any provision of this Agreement is held by a court of competent jurisdiction or arbitral tribunal to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby, and the Parties shall negotiate in good faith to replace such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that gives effect to the original intent of the Parties as closely as possible.
Section 10.8 — Counterparts
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic transmission (including in .pdf format) shall be effective as delivery of an original executed counterpart.
Section 10.9 — No Third-Party Beneficiaries
Except for the Secured Parties (including the Lenders), who are intended third-party beneficiaries of this Agreement and shall have the right to enforce the provisions hereof to the extent set forth herein, this Agreement shall not confer any rights or remedies upon any Person other than the Parties hereto and their respective successors and permitted assigns.
Section 10.10 — Relationship of Parties
Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary, or empl