to Exhibit E. LETTER OF FULL TRANSFER Request for a Full Transfer of the below [Name of the Issuing Bank] referenced Standby Letter of Credit Date: Reference: (Issuing Bank’s Letter of Credit Number To: “Transferring Bank” (Advising Bank’s Reference Number, if applicable) We, the undersigned “First Beneficiary”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (“Credit”) in its entirety to: (Print Name and complete address of the Transferee) “Second Beneficiary” Advise through: (Print Name/address of the Second Beneficiary’s Bank, if known— if left blank, the Transferring Bank will select the advising bank) In accordance with UCP 600 Article 38 or ISP 98, Rule 6 regarding transfer of drawing rights (whichever set of rules the Credit is subject to), all rights of the undersigned First Beneficiary in such Credit are transferred to the Second Beneficiary. The Second Beneficiary shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned First Beneficiary. The original Credit, including amendments to this date, is attached and the undersigned First Beneficiary requests that you endorse an acknowledgment of this transfer on the reverse thereof. The undersigned First Beneficiary requests that you notify the Second Beneficiary of this Credit in such form and manner as you deem appropriate, and the terms and conditions of the Credit as transferred. Enclosed is remittance of $[ ]_in payment of your transfer commission and in addition thereto we agree to pay to you on demand any expenses which may be incurred by you in connection with this transfer. Transfer Commission Charges First Beneficiary represents and warrants to Transferring Bank that (i) our execution, delivery, and performance of this request to Transfer (a) are within our powers and have been duly authorized (b) constitute our legal, valid, binding and enforceable obligation (c) do not contravene any charter provision, by-law, resolution, contract, or other undertaking binding on or affecting us or any of our properties and (d) do not require any notice, filing or other action to, with, or by any governmental authority (ii) we have not presented any demand or request for payment or transfer under the Credit affecting the rights to be transferred, and (iii) the Second Beneficiary’s name and address are correct and complete and the transactions underlying the Credit and the requested Transfer do not violate applicable United States or other law, rule or regulation, including without limitation U.S. Foreign Asset Control regulations. In the event that we fail to remit to you, following your written demand, any funds paid to us despite the Transfer, we agree to reimburse you for your reasonable costs of collecting those funds from us. The Effective Date shall be the date hereafter on which Transferring Bank effects the requested transfer by acknowledging this request and giving notice thereof to Second Beneficiary. WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS TRANSFER. Sincerely Yours (Print Name of First Beneficiary) (Print Authorized Signers Name and Title (Authorized Signature) (Print Second Authorized Signers Name and Title, if required) (Second Authorized Signature, if required) (Telephone Number/Fax Number) SIGNATURE GUARANTEED Signature(s) with title(s) conform(s) with that/those on file with us for this individual, entity or company and signer(s) is/are authorized to execute this agreement (Print Name of Bank) (Address of Bank) (City, State, Zip Code) (Print Name and Title of Authorized Signer) (Authorized Signature (Telephone Number (Date) , 201 Schedule 3 to Exhibit E LETTER OF FULL TRANSFER [TRANSFEROR] Re: IrrevocableStandby LetterofCredit No._____ We request you to transfer all of our rights as beneficiary under the Letter of Credit referenced above to the Transferee, named below: Name of Transferee Address By this transfer all our rights as the transferor, including all rights to make drawings under the Letter of Credit, go to the transferee. The transferee shall have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. All amendments will be sent directly to the transferee without the necessity of consent by or notice to us. We enclose the original letter of credit and any amendments. Please indicate your acceptance of our request for the transfer by endorsing the letter of credit and sending it to the transferee with your customary notice of transfer.
Appears in 7 contracts
Samples: Renewable Energy Credit Agreement, Renewable Energy Credit Agreement, Renewable Energy Credit Agreement
to Exhibit E. LETTER OF FULL TRANSFER Request for a Full Transfer of the below [Name of the Issuing Bank] referenced Standby Letter of Credit Date: Reference: (Issuing Bank’s Letter of Credit Number To: “Transferring Bank” (Advising Bank’s Reference Number, if applicable) We, the undersigned “First Beneficiary”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (“Credit”) in its entirety to: (Print Name and complete address of the Transferee) “Second Beneficiary” Advise through: (Print Name/address of the Second Beneficiary’s Bank, if known— if left blank, the Transferring Bank will select the advising bank) In accordance with UCP 600 Article 38 or ISP 98, Rule 6 regarding transfer of drawing rights (whichever set of rules the Credit is subject to), all rights of the undersigned First Beneficiary in such Credit are transferred to the Second Beneficiary. The Second Beneficiary shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned First Beneficiary. The original Credit, including amendments to this date, is attached and the undersigned First Beneficiary requests that you endorse an acknowledgment of this transfer on the reverse thereof. The undersigned First Beneficiary requests that you notify the Second Beneficiary of this Credit in such form and manner as you deem appropriate, and the terms and conditions of the Credit as transferred. Enclosed is remittance of $[ ]_in payment of your transfer commission and in addition thereto we agree to pay to you on demand any expenses which may be incurred by you in connection with this transfer. Transfer Commission Charges First Beneficiary represents and warrants to Transferring Bank that (i) our execution, delivery, and performance of this request to Transfer (a) are within our powers and have been duly authorized (b) constitute our legal, valid, binding and enforceable obligation (c) do not contravene any charter provision, by-law, resolution, contract, or other undertaking binding on or affecting us or any of our properties and (d) do not require any notice, filing or other action to, with, or by any governmental authority (ii) we have not presented any demand or request for payment or transfer under the Credit affecting the rights to be transferred, and (iii) the Second Beneficiary’s name and address are correct and complete and the transactions underlying the Credit and the requested Transfer do not violate applicable United States or other law, rule or regulation, including without limitation U.S. Foreign Asset Control regulations. In the event that we fail to remit to you, following your written demand, any funds paid to us despite the Transfer, we agree to reimburse you for your reasonable costs of collecting those funds from us. The Effective Date shall be the date hereafter on which Transferring Bank effects the requested transfer by acknowledging this request and giving notice thereof to Second Beneficiary. WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS TRANSFER. Sincerely Yours (Print Name of First Beneficiary) (Print Authorized Signers Name and Title (Authorized Signature) (Print Second Authorized Signers Name and Title, if required) (Second Authorized Signature, if required) (Telephone Number/Fax Number) SIGNATURE GUARANTEED Signature(s) with title(s) conform(s) with that/those on file with us for this individual, entity or company and signer(s) is/are authorized to execute this agreement (Print Name of Bank) (Address of Bank) (City, State, Zip Code) (Print Name and Title of Authorized Signer) (Authorized Signature Signature) (Telephone Number Number) (Date) , 201 Schedule 3 to Exhibit E , 201 LETTER OF FULL TRANSFER [TRANSFEROR] Re: IrrevocableStandby LetterofCredit Irrevocable Standby Letter of Credit No._____ . We request you to transfer all of our rights as beneficiary under the Letter of Credit referenced above to the Transferee, named below: Name of Transferee Address By this transfer all our rights as the transferor, including all rights to make drawings under the Letter of Credit, go to the transferee. The transferee shall have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. All amendments will be sent directly to the transferee without the necessity of consent by or notice to us. We enclose the original letter of credit and any amendments. Please indicate your acceptance of our request for the transfer by endorsing the letter of credit and sending it to the transferee with your customary notice of transfer.
Appears in 5 contracts
Samples: Credit Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
to Exhibit E. LETTER OF FULL TRANSFER Request for a Full Transfer of the below [Name of the Issuing Bank] referenced Standby Letter of Credit Date: Reference: (Issuing Bank’s Letter of Credit Number To: “Transferring Bank” (Advising Bank’s Reference Number, if applicable) We, the undersigned “First Beneficiary”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (“Credit”) in its entirety to: (Print Name and complete address of the Transferee) “Second Beneficiary” Advise through: (Print Name/address of the Second Beneficiary’s Bank, if known— if left blank, the Transferring Bank will select the advising bank) In accordance with UCP 600 Article 38 or ISP 98, Rule 6 regarding transfer of drawing rights (whichever set of rules the Credit is subject to), all rights of the undersigned First Beneficiary in such Credit are transferred to the Second Beneficiary. The Second Beneficiary shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned First Beneficiary. The original Credit, including amendments to this date, is attached and the undersigned First Beneficiary requests that you endorse an acknowledgment of this transfer on the reverse thereof. The undersigned First Beneficiary requests that you notify the Second Beneficiary of this Credit in such form and manner as you deem appropriate, and the terms and conditions of the Credit as transferred. Enclosed is remittance of $[ ]_in payment of your transfer commission and in addition thereto we agree to pay to you on demand any expenses which may be incurred by you in connection with this transfer. Transfer Commission Charges First Beneficiary represents and warrants to Transferring Bank that (i) our execution, delivery, and performance of this request to Transfer (a) are within our powers and have been duly authorized (b) constitute our legal, valid, binding and enforceable obligation (c) do not contravene any charter provision, by-law, resolution, contract, or other undertaking binding on or affecting us or any of our properties and (d) do not require any notice, filing or other action to, with, or by any governmental authority (ii) we have not presented any demand or request for payment or transfer under the Credit affecting the rights to be transferred, and (iii) the Second Beneficiary’s name and address are correct and complete and the transactions underlying the Credit and the requested Transfer do not violate applicable United States or other law, rule or regulation, including without limitation U.S. Foreign Asset Control regulations. In the event that we fail to remit to you, following your written demand, any funds paid to us despite the Transfer, we agree to reimburse you for your reasonable costs of collecting those funds from us. The Effective Date shall be the date hereafter on which Transferring Bank effects the requested transfer by acknowledging this request and giving notice thereof to Second Beneficiary. WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS TRANSFER. Sincerely Yours (Print Name of First Beneficiary) (Print Authorized Signers Name and Title (Authorized Signature) (Print Second Authorized Signers Name and Title, if required) (Second Authorized Signature, if required) (Telephone Number/Fax Number) SIGNATURE GUARANTEED Signature(s) with title(s) conform(s) with that/those on file with us for this individual, entity or company and signer(s) is/are authorized to execute this agreement (Print Name of Bank) (Address of Bank) (City, State, Zip Code) (Print Name and Title of Authorized Signer) (Authorized Signature Signature) (Telephone Number Number) (Date) , 201 Schedule 3 to Exhibit E LETTER OF FULL TRANSFER [TRANSFEROR] Re: IrrevocableStandby Irrevocable Standby LetterofCredit No._____ We request you to transfer all of our rights as beneficiary under the Letter of Credit referenced above to the Transferee, named below: Name of Transferee Address By this transfer all our rights as the transferor, including all rights to make drawings under the Letter of Credit, go to the transfereetransferee . The transferee shall have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. All amendments will be sent directly to the transferee without the necessity of consent by or notice to us. We enclose the original letter of credit and any amendments. Please indicate your acceptance of our request for the transfer by endorsing the letter of credit and sending it to the transferee with your customary notice of transfer.
Appears in 3 contracts
Samples: Renewable Energy Credit Agreement, Renewable Energy Credit Agreement, Renewable Energy Credit Agreement
to Exhibit E. LETTER OF FULL TRANSFER Request for a Full Transfer of the below [Name of the Issuing Bank] referenced Standby Letter of Credit Date: Reference: (Issuing Bank’s Letter of Credit Number To: “Transferring Bank” (Advising Bank’s Reference Number, if applicable) We, the undersigned “First Beneficiary”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (“Credit”) in its entirety to: (Print Name and complete address of the Transferee) “Second Beneficiary” Advise through: (Print Name/address of the Second Beneficiary’s Bank, if known— if left blank, the Transferring Bank will select the advising bank) In accordance with UCP 600 Article 38 or ISP 98, Rule 6 regarding transfer of drawing rights (whichever set of rules the Credit is subject to), all rights of the undersigned First Beneficiary in such Credit are transferred to the Second Beneficiary. The Second Beneficiary shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned First Beneficiary. The original Credit, including amendments to this date, is attached and the undersigned First Beneficiary requests that you endorse an acknowledgment of this transfer on the reverse thereof. The undersigned First Beneficiary requests that you notify the Second Beneficiary of this Credit in such form and manner as you deem appropriate, and the terms and conditions of the Credit as transferred. Enclosed is remittance of $[ ]_in payment of your transfer commission and in addition thereto we agree to pay to you on demand any expenses which may be incurred by you in connection with this transfer. Transfer Commission Charges First Beneficiary represents and warrants to Transferring Bank that (i) our execution, delivery, and performance of this request to Transfer (a) are within our powers and have been duly authorized (b) constitute our legal, valid, binding and enforceable obligation (c) do not contravene any charter provision, by-law, resolution, contract, or other undertaking binding on or affecting us or any of our properties and (d) do not require any notice, filing or other action to, with, or by any governmental authority (ii) we have not presented any demand or request for payment or transfer under the Credit affecting the rights to be transferred, and (iii) the Second Beneficiary’s name and address are correct and complete and the transactions underlying the Credit and the requested Transfer do not violate applicable United States or other law, rule or regulation, including without limitation U.S. Foreign Asset Control regulations. In the event that we fail to remit to you, following your written demand, any funds paid to us despite the Transfer, we agree to reimburse you for your reasonable costs of collecting those funds from us. The Effective Date shall be the date hereafter on which Transferring Bank effects the requested transfer by acknowledging this request and giving notice thereof to Second Beneficiary. WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS TRANSFER. Sincerely Yours (Print Name of First Beneficiary) (Print Authorized Signers Signer’s Name and Title (Authorized Signature) (Print Second Authorized Signers Signer’s Name and Title, if required) (Second Authorized Signature, if required) (Telephone Number/Fax Number) SIGNATURE GUARANTEED Signature(s) with title(s) conform(s) with that/those on file with us for this individual, entity or company and signer(s) is/are authorized to execute this agreement (Print Name of Bank) (Address of Bank) (City, State, Zip Code) (Print Name and Title of Authorized Signer) (Authorized Signature Signature) (Telephone Number Number) (Date) , 201 20 Schedule 3 to Exhibit E LETTER OF FULL TRANSFER [TRANSFEROR] Re: IrrevocableStandby Irrevocable Standby LetterofCredit No._____ We request you to transfer all of our rights as beneficiary under the Letter of Credit referenced above to the Transferee, named below: Name of Transferee Address By this transfer all our rights as the transferor, including all rights to make drawings under the Letter of Credit, go to the transfereetransferee . The transferee shall have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. All amendments will be sent directly to the transferee without the necessity of consent by or notice to us. We enclose the original letter of credit and any amendments. Please indicate your acceptance of our request for the transfer by endorsing the letter of credit and sending it to the transferee with your customary notice of transfer.
Appears in 2 contracts
Samples: Renewable Energy Credit Agreement, Renewable Energy Credit Agreement
to Exhibit E. LETTER OF FULL TRANSFER Request for a Full Transfer of the below [Name of the Issuing Bank] referenced Standby Letter of Credit Date: Reference: (Issuing Bank’s Letter of Credit Number To: “Transferring Bank” (Advising Bank’s Reference Number, if applicable) We, the undersigned “First Beneficiary”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (“Credit”) in its entirety to: (Print Name and complete address of the Transferee) “Second Beneficiary” Advise through: (Print Name/address of the Second Beneficiary’s Bank, if known— if left blank, the Transferring Bank will select the advising bank) In accordance with UCP 600 Article 38 or ISP 98, Rule 6 regarding transfer of drawing rights (whichever set of rules the Credit is subject to), all rights of the undersigned First Beneficiary in such Credit are transferred to the Second Beneficiary. The Second Beneficiary shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned First Beneficiary. The original Credit, including amendments to this date, is attached and the undersigned First Beneficiary requests that you endorse an acknowledgment of this transfer on the reverse thereof. The undersigned First Beneficiary requests that you notify the Second Beneficiary of this Credit in such form and manner as you deem appropriate, and the terms and conditions of the Credit as transferred. Enclosed is remittance of $[ ]_in payment of your transfer commission and in addition thereto we agree to pay to you on demand any expenses which may be incurred by you in connection with this transfer. Transfer Commission Charges First Beneficiary represents and warrants to Transferring Bank that (i) our execution, delivery, and performance of this request to Transfer (a) are within our powers and have been duly authorized (b) constitute our legal, valid, binding and enforceable obligation (c) do not contravene any charter provision, by-law, resolution, contract, or other undertaking binding on or affecting us or any of our properties and (d) do not require any notice, filing or other action to, with, or by any governmental authority (ii) we have not presented any demand or request for payment or transfer under the Credit affecting the rights to be transferred, and (iii) the Second Beneficiary’s name and address are correct and complete and the transactions underlying the Credit and the requested Transfer do not violate applicable United States or other law, rule or regulation, including without limitation U.S. Foreign Asset Control regulations. In the event that we fail to remit to you, following your written demand, any funds paid to us despite the Transfer, we agree to reimburse you for your reasonable costs of collecting those funds from us. The Effective Date shall be the date hereafter on which Transferring Bank effects the requested transfer by acknowledging this request and giving notice thereof to Second Beneficiary. WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS TRANSFER. Sincerely Yours (Print Name of First Beneficiary) (Print Authorized Signers Name and Title (Authorized Signature) (Print Second Authorized Signers Name and Title, if required) (Second Authorized Signature, if required) (Telephone Number/Fax Number) SIGNATURE GUARANTEED Signature(s) with title(s) conform(s) with that/those on file with us for this individual, entity or company and signer(s) is/are authorized to execute this agreement (Print Name of Bank) (Address of Bank) (City, State, Zip Code) (Print Name and Title of Authorized Signer) (Authorized Signature (Telephone Number (Date) , 201 Schedule 3 to Exhibit E LETTER OF FULL TRANSFER [TRANSFEROR] Re: IrrevocableStandby Irrevocable Standby LetterofCredit No._____ We request you to transfer all of our rights as beneficiary under the Letter of Credit referenced above to the Transferee, named below: Name of Transferee Address By this transfer all our rights as the transferor, including all rights to make drawings under the Letter of Credit, go to the transfereetransferee . The transferee shall have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. All amendments will be sent directly to the transferee without the necessity of consent by or notice to us. We enclose the original letter of credit and any amendments. Please indicate your acceptance of our request for the transfer by endorsing the letter of credit and sending it to the transferee with your customary notice of transfer.
Appears in 2 contracts
Samples: Renewable Energy Credit Agreement, Renewable Energy Credit Agreement
to Exhibit E. LETTER OF FULL TRANSFER Request for a Full Transfer of the below [Name of the Issuing Bank] referenced Standby Letter of Credit Date: Reference: (Issuing Bank’s Letter of Credit Number To: “Transferring Bank” (Advising Bank’s Reference Number, if applicable) We, the undersigned “First Beneficiary”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (“Credit”) in its entirety to: (Print Name and complete address of the Transferee) “Second Beneficiary” Advise through: (Print Name/address of the Second Beneficiary’s Bank, if known— if left blank, the Transferring Bank will select the advising bank) In accordance with UCP 600 Article 38 or ISP 98, Rule 6 regarding transfer of drawing rights (whichever set of rules the Credit is subject to), all rights of the undersigned First Beneficiary in such Credit are transferred to the Second Beneficiary. The Second Beneficiary shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned First Beneficiary. The original Credit, including amendments to this date, is attached and the undersigned First Beneficiary requests that you endorse an acknowledgment of this transfer on the reverse thereof. The undersigned First Beneficiary requests that you notify the Second Beneficiary of this Credit in such form and manner as you deem appropriate, and the terms and conditions of the Credit as transferred. Enclosed is remittance of $[ ]_in payment of your transfer commission and in addition thereto we agree to pay to you on demand any expenses which may be incurred by you in connection with this transfer. Transfer Commission Charges First Beneficiary represents and warrants to Transferring Bank that (i) our execution, delivery, and performance of this request to Transfer (a) are within our powers and have been duly authorized (b) constitute our legal, valid, binding and enforceable obligation (c) do not contravene any charter provision, by-law, resolution, contract, or other undertaking binding on or affecting us or any of our properties and (d) do not require any notice, filing or other action to, with, or by any governmental authority (ii) we have not presented any demand or request for payment or transfer under the Credit affecting the rights to be transferred, and (iii) the Second Beneficiary’s name and address are correct and complete and the transactions underlying the Credit and the requested Transfer do not violate applicable United States or other law, rule or regulation, including without limitation U.S. Foreign Asset Control regulations. In the event that we fail to remit to you, following your written demand, any funds paid to us despite the Transfer, we agree to reimburse you for your reasonable costs of collecting those funds from us. The Effective Date shall be the date hereafter on which Transferring Bank effects the requested transfer by acknowledging this request and giving notice thereof to Second Beneficiary. WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS TRANSFER. Sincerely Yours (Print Name of First Beneficiary) (Print Authorized Signers Name and Title (Authorized Signature) (Print Second Authorized Signers Name and Title, if required) (Second Authorized Signature, if required) (Telephone Number/Fax Number) SIGNATURE GUARANTEED Signature(s) with title(s) conform(s) with that/those on file with us for this individual, entity or company and signer(s) is/are authorized to execute this agreement (Print Name of Bank) (Address of Bank) (City, State, Zip Code) (Print Name and Title of Authorized Signer) (Authorized Signature (Telephone Number (Date) , 201 Schedule 3 to Exhibit E LETTER OF FULL TRANSFER [TRANSFEROR] Re: IrrevocableStandby LetterofCredit No._____ We request you to transfer all of our rights as beneficiary under the Letter of Credit referenced above to the Transferee, named below: Name of Transferee Address By this transfer all our rights as the transferor, including all rights to make drawings under the Letter of Credit, go to the transferee. The transferee shall have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. All amendments will be sent directly to the transferee without the necessity of consent by or notice to us. We enclose the original letter of credit and any amendments. Please indicate your acceptance of our request for the transfer by endorsing the letter of credit and sending it to the transferee with your customary notice of transfer.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement
to Exhibit E. LETTER OF FULL TRANSFER Request for a Full Transfer of the below [Name of the Issuing Bank] referenced Standby Letter of Credit Date: Reference: (Issuing Bank’s Letter of Credit Number To: “Transferring Bank” (Advising Bank’s Reference Number, if applicable) We, the undersigned “First Beneficiary”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (“Credit”) in its entirety to: (Print Name and complete address of the Transferee) “Second Beneficiary” Advise through: (Print Name/address of the Second Beneficiary’s Bank, if known— if left blank, the Transferring Bank will select the advising bank) In accordance with UCP 600 Article 38 or ISP 98, Rule 6 regarding transfer of drawing rights (whichever set of rules the Credit is subject to), all rights of the undersigned First Beneficiary in such Credit are transferred to the Second Beneficiary. The Second Beneficiary shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned First Beneficiary. The original Credit, including amendments to this date, is attached and the undersigned First Beneficiary requests that you endorse an acknowledgment of this transfer on the reverse thereof. The undersigned First Beneficiary requests that you notify the Second Beneficiary of this Credit in such form and manner as you deem appropriate, and the terms and conditions of the Credit as transferred. Enclosed is remittance of $[ [_____________]_in payment of your transfer commission and in addition thereto we agree to pay to you on demand any expenses which may be incurred by you in connection with this transfer. Transfer Commission Charges First Beneficiary represents and warrants to Transferring Bank that (i) our execution, delivery, and performance of this request to Transfer (a) are within our powers and have been duly authorized (b) constitute our legal, valid, binding and enforceable obligation (c) do not contravene any charter provision, by-law, resolution, contract, or other undertaking binding on or affecting us or any of our properties and (d) do not require any notice, filing or other action to, with, or by any governmental authority (ii) we have not presented any demand or request for payment or transfer under the Credit affecting the rights to be transferred, and (iii) the Second Beneficiary’s name and address are correct and complete and the transactions underlying the Credit and the requested Transfer do not violate applicable United States or other law, rule or regulation, including without limitation U.S. Foreign Asset Control regulations. In the event that we fail to remit to you, following your written demand, any funds paid to us despite the Transfer, we agree to reimburse you for your reasonable costs of collecting those funds from us. The Effective Date shall be the date hereafter on which Transferring Bank effects the requested transfer by acknowledging this request and giving notice thereof to Second Beneficiary. WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS TRANSFER. Sincerely Yours (Print Name of First Beneficiary) (Print Authorized Signers Name and Title (Authorized Signature) (Print Second Authorized Signers Name and Title, if required) (Second Authorized Signature, if required) (Telephone Number/Fax Number) SIGNATURE GUARANTEED Signature(s) with title(s) conform(s) with that/those on file with us for this individual, entity or company and signer(s) is/are authorized to execute this agreement (Print Name of Bank) (Address of Bank) (City, State, Zip Code) (Print Name and Title of Authorized Signer) (Authorized Signature Signature) (Telephone Number Number) (Date) , 201 Schedule 3 to Exhibit E LETTER OF FULL TRANSFER ____________, 201__ [TRANSFEROR] Re: IrrevocableStandby LetterofCredit Irrevocable Standby Letter of Credit No.. _____ We request you to transfer all of our rights as beneficiary under the Letter of Credit referenced above to the Transferee, named below: Name of Transferee Transferee_________________________ Address __________________________________ __________________________________ By this transfer all our rights as the transferor, including all rights to make drawings under the Letter of Credit, go to the transferee. The transferee shall have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. All amendments will be sent directly to the transferee without the necessity of consent by or notice to us. We enclose the original letter of credit and any amendments. Please indicate your acceptance of our request for the transfer by endorsing the letter of credit and sending it to the transferee with your customary notice of transfer. The signature and title at the right conform with those shown in our files as authorized to sign for the beneficiary. Policies governing signature authorization as required for withdrawals from customer accounts shall also be applied to the authorization of signatures on this form. The authorization of the Beneficiary's signature and title on this form also acts to certify that the authorizing financial institution (i) is regulated by a U.S. federal banking agency; (ii) has implemented anti-money laundering policies and procedures that comply with applicable requirements of law, including a Customer Identification Program (CIP) in accordance with Section 326 of the USA PATRIOT Act; (iii) has approved the Beneficiary under its anti-money laundering compliance program; and (iv) acknowledges that [the Transferor] is relying on the foregoing certifications pursuant to 31 C.F.R. Section 103.121 (b)(6)." NAME OF BANK AUTHORIZED SIGNATURE AND TITLE PHONE NUMBER NAME OF TRANSFEROR_______________________ NAME OF AUTHORIZED SIGNER AND TITLE__________________________ AUTHORIZED SIGNATURE____________________________ EXHIBIT F Examples Exhibit F-1 Delivery Schedule Example (All Prices and Quantities are Illustrative only) Date of Energization February 1, 2022 Contract Nameplate Capacity 1.000 MW System Type Fixed-mount System Year-1 Contract Capacity Factor 17.003879% Annual Degradation Factor 0.5% Maximum Allowable Payment $1,420,850.00 Delivery Year Delivery Year Expected REC Quantity (RECs) Contract Price ($/REC) Annual Allowable Payment ($/Delivery Year) 2021-2022 1,489 $50.00 $74,450.00 2022-2023 1,482 $50.00 $74,100.00 2023-2024 1,474 $50.00 $73,700.00 2024-2025 1,467 $50.00 $73,350.00 2025-2026 1,459 $50.00 $72,950.00 2026-2027 1,452 $50.00 $72,600.00 2027-2028 1,445 $50.00 $72,250.00 2028-2029 1,438 $50.00 $71,900.00 2029-2030 1,430 $50.00 $71,500.00 2030-2031 1,423 $50.00 $71,150.00 2031-2032 1,416 $50.00 $70,800.00 2032-2033 1,409 $50.00 $70,450.00 2033-2034 1,402 $50.00 $70,100.00 2034-2035 1,395 $50.00 $69,750.00 2035-2036 1,388 $50.00 $69,400.00 2036-2037 1,381 $50.00 $69,050.00 2037-2038 1,374 $50.00 $68,700.00 2038-2039 1,367 $50.00 $68,350.00 2039-2040 1,361 $50.00 $68,050.00 2040-2041 1,354 $50.00 $67,700.00 Subsequent Delivery Years 99.5% of the Delivery Year Expected REC Quantity calculated for the prior Delivery Year, rounded down Same Contract Price as of the prior Delivery Year Delivery Year Expected REC Quantity x Contract Price Notes: For avoidance of doubt, the delivery schedule shall be calculated at the time of Energization and not at the time of the start of the Delivery Term. The first Delivery Year shall be the Delivery Year during which the Energization occurred. For example, if the Designated System is Energized on February 1, 2022, then the first Delivery Year shall be for the period starting June 1, 2021 through May 31, 2022. The Year-1 Contract Capacity Factor shall be equal to the result obtained by dividing the Contract Capacity Factor by 0.9539. The Delivery Year Expected REC Quantity for the first (1st) Delivery Year is the multiplicative product of (a) the Contract Nameplate Capacity (MW), (b) the Year-1 Contract Capacity Factor, and (c) 8,760 hours, which result shall be rounded down to the nearest whole REC. For every subsequent year thereafter within the first twenty (20) Delivery Years (inclusive of the twentieth (20th) Delivery Year), the Delivery Year Expected REC Quantity is the multiplicative product of (a) the unrounded value of the Delivery Year Expected REC Quantity calculated for the previous Delivery Year and (b) 0.995, which result shall be rounded down to the nearest whole REC. For example, for a 1 MW AC project with a Year-1 Contract Capacity Factor of 17.003879%, for Delivery Year 2021-2022, the Delivery Year Expected REC Quantity of 1,489 RECs is obtained by multiplying (a) 1 MW AC and (b) 17.003879% and (c) 8,760 hours rounding down to the nearest whole REC. For Delivery Year 2022-2023, the Delivery Year Expected REC Quantity of 1,482 RECs is obtained by multiplying (a) 1,489.5398 (the unrounded value of the Delivery Year Expected REC Quantity calculated for the previous Delivery Year) and (b) 0.995, and rounding down to the nearest whole REC. For Delivery Year 2023-2024, the Delivery Year Expected REC Quantity of 1,474 RECs is obtained by multiplying (a) 1,482.0921(the unrounded value of the Delivery Year Expected REC Quantity calculated for the previous Delivery Year) and (b) 0.995, and rounding down to the nearest whole REC. If the Delivery Term for a Designated System extends beyond the Delivery Years for which a Delivery Year Expected REC Quantity is provided above, then each subsequent Delivery Year Expected REC Quantity shall be 99.5% of the prior Delivery Year Expected REC Quantity for such Designated System. For example, if the Delivery Year Expected REC Quantity for Delivery Year 2040-2041 is 1,354 RECs, the Delivery Year Expected REC Quantity for Delivery Year 2041-2042 shall be 1,347 RECs, or 99.5% of 1,354 RECs, rounded down to the nearest whole REC. For avoidance of doubt, the sum of the Delivery Year Expected REC Quantity across twenty (20) years may not match the Designated System Contract Maximum REC Quantity. The Maximum Allowable Payment is the multiplicative product of (a) the Designated System Contract Maximum REC Quantity and (b) the Contract Price. For example, if the Designated System Contract Maximum REC Quantity is 28,417 and the Contract Price is $50, the Maximum Allowable Payment of $1,420,850 is obtained by multiplying (a) 28,417 RECs and (b) $50/REC. Exhibit F-2 Calculation of Payment of Surplus RECs Example (All Prices and Quantities are Illustrative only) If there are Surplus RECs attributable to a Designated System in the Surplus REC Account, such Surplus RECs will be prioritized for payment in the October 10th invoice of the immediately following Delivery Year. The example provided below is for illustrative purposes only and has been simplified to facilitate the understanding of the calculations made pursuant to Section 4.2(c) and Section 5.2. Steps 1 and 2 are calculations made on a quarterly basis for each Designated System included in this Agreement across all Product Orders. For avoidance of doubt, the inclusion of Surplus RECs from prior Delivery Years in the October invoice shown in the example is not performed for the other three quarterly invoices. Step 3 is done at the end of the Delivery Year to calculate the number of Surplus RECs in the Surplus REC Account for future Delivery Years. Period for which calculation is performed in Steps 1 and 2: June 1, 2023 through August 31, 202320
Appears in 1 contract
Samples: Sale Agreement
to Exhibit E. LETTER OF FULL TRANSFER Request for a Full Transfer of the below [Name of the Issuing Bank] referenced Standby Letter of Credit Date: Reference: (Issuing Bank’s Letter of Credit Number To: “Transferring Bank” (Advising Bank’s Reference Number, if applicable) We, the undersigned “First Beneficiary”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (“Credit”) in its entirety to: (Print Name and complete address of the Transferee) “Second Beneficiary” Advise through: (Print Name/address of the Second Beneficiary’s Bank, if known— if left blank, the Transferring Bank will select the advising bank) In accordance with UCP 600 Article 38 or ISP 98, Rule 6 regarding transfer of drawing rights (whichever set of rules the Credit is subject to), all rights of the undersigned First Beneficiary in such Credit are transferred to the Second Beneficiary. The Second Beneficiary shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned First Beneficiary. The original Credit, including amendments to this date, is attached and the undersigned First Beneficiary requests that you endorse an acknowledgment of this transfer on the reverse thereof. The undersigned First Beneficiary requests that you notify the Second Beneficiary of this Credit in such form and manner as you deem appropriate, and the terms and conditions of the Credit as transferred. Enclosed is remittance of $[ [_____________]_in payment of your transfer commission and in addition thereto we agree to pay to you on demand any expenses which may be incurred by you in connection with this transfer. Transfer Commission Charges First Beneficiary represents and warrants to Transferring Bank that (i) our execution, delivery, and performance of this request to Transfer (a) are within our powers and have been duly authorized (b) constitute our legal, valid, binding and enforceable obligation (c) do not contravene any charter provision, by-law, resolution, contract, or other undertaking binding on or affecting us or any of our properties and (d) do not require any notice, filing or other action to, with, or by any governmental authority (ii) we have not presented any demand or request for payment or transfer under the Credit affecting the rights to be transferred, and (iii) the Second Beneficiary’s name and address are correct and complete and the transactions underlying the Credit and the requested Transfer do not violate applicable United States or other law, rule or regulation, including without limitation U.S. Foreign Asset Control regulations. In the event that we fail to remit to you, following your written demand, any funds paid to us despite the Transfer, we agree to reimburse you for your reasonable costs of collecting those funds from us. The Effective Date shall be the date hereafter on which Transferring Bank effects the requested transfer by acknowledging this request and giving notice thereof to Second Beneficiary. WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS TRANSFER. Sincerely Yours (Print Name of First Beneficiary) (Print Authorized Signers Name and Title (Authorized Signature) (Print Second Authorized Signers Name and Title, if required) (Second Authorized Signature, if required) (Telephone Number/Fax Number) SIGNATURE GUARANTEED Signature(s) with title(s) conform(s) with that/those on file with us for this individual, entity or company and signer(s) is/are authorized to execute this agreement (Print Name of Bank) (Address of Bank) (City, State, Zip Code) (Print Name and Title of Authorized Signer) (Authorized Signature Signature) (Telephone Number Number) (Date) , 201 Schedule 3 to Exhibit E LETTER OF FULL TRANSFER ____________, 201__ [TRANSFEROR] Re: IrrevocableStandby LetterofCredit Irrevocable Standby Letter of Credit No.. _____ We request you to transfer all of our rights as beneficiary under the Letter of Credit referenced above to the Transferee, named below: Name of Transferee Transferee_________________________ Address __________________________________ __________________________________ By this transfer all our rights as the transferor, including all rights to make drawings under the Letter of Credit, go to the transferee. The transferee shall have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. All amendments will be sent directly to the transferee without the necessity of consent by or notice to us. We enclose the original letter of credit and any amendments. Please indicate your acceptance of our request for the transfer by endorsing the letter of credit and sending it to the transferee with your customary notice of transfer. The signature and title at the right conform with those shown in our files as authorized to sign for the beneficiary. Policies governing signature authorization as required for withdrawals from customer accounts shall also be applied to the authorization of signatures on this form. The authorization of the Beneficiary's signature and title on this form also acts to certify that the authorizing financial institution (i) is regulated by a U.S. federal banking agency; (ii) has implemented anti-money laundering policies and procedures that comply with applicable requirements of law, including a Customer Identification Program (CIP) in accordance with Section 326 of the USA PATRIOT Act; (iii) has approved the Beneficiary under its anti-money laundering compliance program; and (iv) acknowledges that [the Transferor] is relying on the foregoing certifications pursuant to 31 C.F.R. Section 103.121 (b)(6)." NAME OF BANK AUTHORIZED SIGNATURE AND TITLE PHONE NUMBER NAME OF TRANSFEROR_______________________ NAME OF AUTHORIZED SIGNER AND TITLE__________________________ AUTHORIZED SIGNATURE____________________________ EXHIBIT F Examples Exhibit F-1 Delivery Schedule Example (All Prices and Quantities are Illustrative only) Date of Energization February 1, 2022 Contract Nameplate Capacity 1.000 MW System Type Fixed-mount System Contract Capacity Factor 16.42 % Year-1 Contract Capacity Factor 17.00% Annual Degradation Factor 0.5% Delivery Year Delivery Year Expected REC Quantity (RECs) 2021-2022 1,489 2022-2023 1,482 2023-2024 1,474 2024-2025 1,467 2025-2026 1,459 2026-2027 1,452 2027-2028 1,445 2028-2029 1,438 2029-2030 1,430 2030-2031 1,423 2031-2032 1,416 2032-2033 1,409 2033-2034 1,402 2034-2035 1,395 2035-2036 1,388 Subsequent Delivery Years 99.5% of the Delivery Year Expected REC Quantity calculated for the prior Delivery Year, rounded down Notes: For avoidance of doubt, the delivery schedule shall be calculated at the time of Energization and not at the time of the start of the Delivery Term. The first Delivery Year shall be the Delivery Year during which the Energization occurred. For example, if the Designated System is Energized on February 1, 2022, then the first Delivery Year shall be for the period starting June 1, 2021 through May 31, 2022. The Year-1 Contract Capacity Factor shall be equal to the result obtained by dividing the Contract Capacity Factor by 0.9657. The Delivery Year Expected REC Quantity for the first (1st) Delivery Year (i.e., 2021-2022) is the multiplicative product of (a) the Contract Nameplate Capacity (MW), (b) the Year-1 Contract Capacity Factor, and (c) 8,760 hours, which result shall be rounded down to the nearest whole REC. For every subsequent year thereafter within the first fifteen Delivery Years (inclusive of the fifteenth (15th) Delivery Year), the Delivery Year Expected REC Quantity is the multiplicative product of (a) the unrounded value of the Delivery Year Expected REC Quantity calculated for the previous Delivery Year and (b) 0.995, which result shall be rounded down to the nearest whole REC. For example, for Delivery Year 2022-2023, the Delivery Year Expected REC Quantity of 1,482 RECs is obtained by multiplying (a) 1,489.481205 and (b) 0.995, and rounding down to the nearest whole REC. For Delivery Year 2023-2024, the Delivery Year Expected REC Quantity of 1,474 RECs is obtained by multiplying (a) 1,482.033799 and (b) 0.995, and rounding down to the nearest whole REC. If the Delivery Term for a Designated System extends beyond the Delivery Years for which a Delivery Year Expected REC Quantity is provided above, then each subsequent Delivery Year Expected REC Quantity shall be 99.5% of the prior Delivery Year Expected REC Quantity for such Designated System. For example, for the Delivery Year 2036-2037, the Delivery Year Expected REC Quantity shall be 1,381 RECs, or 99.5% of 1,388 RECs, rounded down to the nearest whole REC. For avoidance of doubt, the sum of the Delivery Year Expected REC Quantity across fifteen (15) years may not match the Designated System Contract Maximum REC Quantity. Exhibit F-2 [RESERVED] Exhibit F-3 [RESERVED] Exhibit F-4 [RESERVED] Exhibit F-5 [RESERVED] 1 NTD: IPA Act Section 1-75(c)(1)(K)(iii)(3): “projects shall not be colocated with one or more other community renewable generation projects, as defined in the Agency's first revised long-term renewable resources procurement plan approved by the Commission on February 18, 2020, such that the aggregate nameplate capacity exceeds 5,000 kilowatts” 2 NTD: IPA Act Section 1-75(c)(1)(L)(iv): “Subscription of 90% of nameplate capacity or greater shall be deemed to be fully subscribed for the purposes of this item (iv).” 3 For avoidance of doubt, the IPA endeavors to designate for the Designated System a Quarterly Payment Cycle that includes a Quarterly Period that concludes on the month of Energization; however, in the event that the IPA designates a Quarterly Payment Cycle that includes a Quarterly Period that concludes on the month following Energization, then the value for (a)(iv) and (e)(iv) shall be 4/12 and 167/12, respectively. 4 NTD: IPA Act Section 1-75(c)(1)(K)(ii): “At least 20% from distributed renewable energy generation devices with a nameplate capacity of more than 25 kilowatts and no more than 5,000 kilowatts.” 5 NTD: IPA Act Section 1-75(c)(1)(G)(iv)(3)(E)(ii): “A requirement that a minimum of 50% of subscribers to the project's nameplate capacity be residential or small commercial customers with subscriptions of below 25 kilowatts in size;” 6 NTD: IPA Act Section 1-75(c)(1)(L)(ii): “The renewable energy credit delivery contract value shall be paid in full, based on the estimated generation during the first 15 years of operation, by the contracting utilities at the time that the facility producing the renewable energy credits is interconnected at the distribution system level of the utility and verified as energized and compliant by the Program Administrator.”
Appears in 1 contract
Samples: Purchase and Sale Agreement
to Exhibit E. LETTER OF FULL TRANSFER Request for a Full Transfer of the below [Name of the Issuing Bank] referenced Standby Letter of Credit Date: Reference: (Issuing Bank’s Letter of Credit Number To: “Transferring Bank” (Advising Bank’s Reference Number, if applicable) We, the undersigned “First Beneficiary”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (“Credit”) in its entirety to: (Print Name and complete address of the Transferee) “Second Beneficiary” Advise through: (Print Name/address of the Second Beneficiary’s Bank, if known— if left blank, the Transferring Bank will select the advising bank) In accordance with UCP 600 Article 38 or ISP 98, Rule 6 regarding transfer of drawing rights (whichever set of rules the Credit is subject to), all rights of the undersigned First Beneficiary in such Credit are transferred to the Second Beneficiary. The Second Beneficiary shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned First Beneficiary. The original Credit, including amendments to this date, is attached and the undersigned First Beneficiary requests that you endorse an acknowledgment of this transfer on the reverse thereof. The undersigned First Beneficiary requests that you notify the Second Beneficiary of this Credit in such form and manner as you deem appropriate, and the terms and conditions of the Credit as transferred. Enclosed is remittance of $[ [_____________]_in payment of your transfer commission and in addition thereto we agree to pay to you on demand any expenses which may be incurred by you in connection with this transfer. Transfer Commission Charges First Beneficiary represents and warrants to Transferring Bank that (i) our execution, delivery, and performance of this request to Transfer (a) are within our powers and have been duly authorized (b) constitute our legal, valid, binding and enforceable obligation (c) do not contravene any charter provision, by-law, resolution, contract, or other undertaking binding on or affecting us or any of our properties and (d) do not require any notice, filing or other action to, with, or by any governmental authority (ii) we have not presented any demand or request for payment or transfer under the Credit affecting the rights to be transferred, and (iii) the Second Beneficiary’s name and address are correct and complete and the transactions underlying the Credit and the requested Transfer do not violate applicable United States or other law, rule or regulation, including without limitation U.S. Foreign Asset Control regulations. In the event that we fail to remit to you, following your written demand, any funds paid to us despite the Transfer, we agree to reimburse you for your reasonable costs of collecting those funds from us. The Effective Date shall be the date hereafter on which Transferring Bank effects the requested transfer by acknowledging this request and giving notice thereof to Second Beneficiary. WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS TRANSFER. Sincerely Yours (Print Name of First Beneficiary) (Print Authorized Signers Name and Title (Authorized Signature) (Print Second Authorized Signers Name and Title, if required) (Second Authorized Signature, if required) (Telephone Number/Fax Number) SIGNATURE GUARANTEED Signature(s) with title(s) conform(s) with that/those on file with us for this individual, entity or company and signer(s) is/are authorized to execute this agreement (Print Name of Bank) (Address of Bank) (City, State, Zip Code) (Print Name and Title of Authorized Signer) (Authorized Signature Signature) (Telephone Number Number) (Date) , 201 Schedule 3 to Exhibit E LETTER OF FULL TRANSFER ____________, 201__ [TRANSFEROR] Re: IrrevocableStandby LetterofCredit Irrevocable Standby Letter of Credit No.. _____ We request you to transfer all of our rights as beneficiary under the Letter of Credit referenced above to the Transferee, named below: Name of Transferee Transferee_________________________ Address __________________________________ __________________________________ By this transfer all our rights as the transferor, including all rights to make drawings under the Letter of Credit, go to the transferee. The transferee shall have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. All amendments will be sent directly to the transferee without the necessity of consent by or notice to us. We enclose the original letter of credit and any amendments. Please indicate your acceptance of our request for the transfer by endorsing the letter of credit and sending it to the transferee with your customary notice of transfer. The signature and title at the right conform with those shown in our files as authorized to sign for the beneficiary. Policies governing signature authorization as required for withdrawals from customer accounts shall also be applied to the authorization of signatures on this form. The authorization of the Beneficiary's signature and title on this form also acts to certify that the authorizing financial institution (i) is regulated by a U.S. federal banking agency; (ii) has implemented anti-money laundering policies and procedures that comply with applicable requirements of law, including a Customer Identification Program (CIP) in accordance with Section 326 of the USA PATRIOT Act; (iii) has approved the Beneficiary under its anti-money laundering compliance program; and (iv) acknowledges that [the Transferor] is relying on the foregoing certifications pursuant to 31 C.F.R. Section 103.121 (b)(6)." NAME OF BANK AUTHORIZED SIGNATURE AND TITLE PHONE NUMBER NAME OF TRANSFEROR_______________________ NAME OF AUTHORIZED SIGNER AND TITLE__________________________ AUTHORIZED SIGNATURE____________________________ EXHIBIT F Examples Exhibit F-1 Delivery Schedule Example (All Prices and Quantities are Illustrative only) Date of Energization February 1, 2021 Contract Nameplate Capacity 1.000 MW System Type Fixed-mount System Contract Capacity Factor 16.42 % Year-1 Contract Capacity Factor 17.00% Annual Degradation Factor 0.5% Delivery Year Delivery Year Expected REC Quantity (RECs) 2020-2021 1,489 2021-2022 1,482 2022-2023 1,474 2023-2024 1,467 2024-2025 1,459 2025-2026 1,452 2026-2027 1,445 2027-2028 1,438 2028-2029 1,430 2029-2030 1,423 2030-2031 1,416 2031-2032 1,409 2032-2033 1,402 2033-2034 1,395 2034-2035 1,388 Subsequent Delivery Years 99.5% of the Delivery Year Expected REC Quantity calculated for the prior Delivery Year, rounded down Notes: For avoidance of doubt, the delivery schedule shall be calculated at the time of Energization and not at the time of the start of the Delivery Term. The first Delivery Year shall be the Delivery Year during which the Energization occurred. For example, if the Designated System is Energized on February 1, 2021, then the first Delivery Year shall be for the period starting June 1, 2020 through May 31, 2021. The Year-1 Contract Capacity Factor shall be equal to the result obtained by dividing the Contract Capacity Factor by 0.9657. The Delivery Year Expected REC Quantity for the first (1st) Delivery Year is the multiplicative product of (a) the Contract Nameplate Capacity (MW), (b) the Year-1 Contract Capacity Factor, and (c) 8,760 hours, which result shall be rounded down to the nearest whole REC. For every subsequent year thereafter within the first fifteen (15) Delivery Years (inclusive of the fifteenth (15th) Delivery Year), the Delivery Year Expected REC Quantity is the multiplicative product of (a) the unrounded value of the Delivery Year Expected REC Quantity calculated for the previous Delivery Year and (b) 0.995, which result shall be rounded down to the nearest whole REC. For example, for a 1 MW AC project with a Year-1 Contract Capacity Factor of 17.003210%, for Delivery Year 2020-2021, the Delivery Year Expected REC Quantity is obtained by multiplying (a) 1 MW AC and (b) 17.003210% and (c) 8,760 hours rounding down to the nearest whole REC. For Delivery Year 2021-2022, the Delivery Year Expected REC Quantity of 1,482 RECs is obtained by multiplying (a) 1,489.4812 (the unrounded value of the Delivery Year Expected REC Quantity calculated for the previous Delivery Year) and (b) 0.995, and rounding down to the nearest whole REC. For Delivery Year 2022-2023, the Delivery Year Expected REC Quantity of 1,474 RECs is obtained by multiplying (a) 1,482.0338 (the unrounded Delivery Year Expected REC Quantity from 2021-2022) and (b) 0.995, and rounding down to the nearest whole REC. If the Delivery Term for a Designated System extends beyond the Delivery Years for which a Delivery Year Expected REC Quantity is provided above, then each subsequent Delivery Year Expected REC Quantity shall be 99.5% of the prior Delivery Year Expected REC Quantity for such Designated System. For example, if the Delivery Year Expected REC Quantity for Delivery Year 2034-2035 is 1,388 RECs, the Delivery Year Expected REC Quantity for Delivery Year 2035-2036 shall be 1,381 RECs, or 99.5% of 1,388 RECs, rounded down to the nearest whole REC. For avoidance of doubt, the sum of the Delivery Year Expected REC Quantity across fifteen (15) years may differ from the Designated System Contract Maximum REC Quantity. Exhibit F-2 Surplus RECs and Drawdown Payments Example (All Prices and Quantities are Illustrative only) Once annually on or prior to December 2 following a Delivery Year (but only once three full Delivery Years have occurred after the start of a Delivery Term), the IPA shall review the performance of the REC Deliveries made during such Delivery Year and determine the amount of payment due. The calculations made annually are performed on a portfolio basis for all Designated Systems included in this Agreement across all Product Orders. The example provided below is for illustrative purposes only and has been simplified to facilitate the understanding of the calculations made. Delivery Year for which calculation is performed: June 1, 2023 through May 31, 2024 Step 1: Calculate the Delivery Year REC Performance Designated System ID Delivery Year 2021-2022 Delivery Year 2022-2023 Delivery Year 2023-2024 Delivery Year REC Performance 1000 135 133 128 132 RECs 1001 158 155 152 155 RECs 1002 000 000 000 188 RECs 1003 251 220 246 239 RECs
Appears in 1 contract
Samples: Master Renewable Energy Credit Purchase and Sale Agreement
to Exhibit E. LETTER OF FULL TRANSFER Request for a Full Transfer of the below [Name of the Issuing Bank] referenced Standby Letter of Credit Date: Reference: (Issuing Bank’s Letter of Credit Number To: “Transferring Bank” (Advising Bank’s Reference Number, if applicable) We, the undersigned “First Beneficiary”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (“Credit”) in its entirety to: (Print Name and complete address of the Transferee) “Second Beneficiary” Advise through: (Print Name/address of the Second Beneficiary’s Bank, if known— if left blank, the Transferring Bank will select the advising bank) In accordance with UCP 600 Article 38 or ISP 98, Rule 6 regarding transfer of drawing rights (whichever set of rules the Credit is subject to), all rights of the undersigned First Beneficiary in such Credit are transferred to the Second Beneficiary. The Second Beneficiary shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned First Beneficiary. The original Credit, including amendments to this date, is attached and the undersigned First Beneficiary requests that you endorse an acknowledgment of this transfer on the reverse thereof. The undersigned First Beneficiary requests that you notify the Second Beneficiary of this Credit in such form and manner as you deem appropriate, and the terms and conditions of the Credit as transferred. Enclosed is remittance of $[ [_____________]_in payment of your transfer commission and in addition thereto we agree to pay to you on demand any expenses which may be incurred by you in connection with this transfer. Transfer Commission Charges First Beneficiary represents and warrants to Transferring Bank that (i) our execution, delivery, and performance of this request to Transfer (a) are within our powers and have been duly authorized (b) constitute our legal, valid, binding and enforceable obligation (c) do not contravene any charter provision, by-law, resolution, contract, or other undertaking binding on or affecting us or any of our properties and (d) do not require any notice, filing or other action to, with, or by any governmental authority (ii) we have not presented any demand or request for payment or transfer under the Credit affecting the rights to be transferred, and (iii) the Second Beneficiary’s name and address are correct and complete and the transactions underlying the Credit and the requested Transfer do not violate applicable United States or other law, rule or regulation, including without limitation U.S. Foreign Asset Control regulations. In the event that we fail to remit to you, following your written demand, any funds paid to us despite the Transfer, we agree to reimburse you for your reasonable costs of collecting those funds from us. The Effective Date shall be the date hereafter on which Transferring Bank effects the requested transfer by acknowledging this request and giving notice thereof to Second Beneficiary. WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS TRANSFER. Sincerely Yours (Print Name of First Beneficiary) (Print Authorized Signers Signer’s Name and Title (Authorized Signature) (Print Second Authorized Signers Signer’s Name and Title, if required) (Second Authorized Signature, if required) (Telephone Number/Fax Number) SIGNATURE GUARANTEED Signature(s) with title(s) conform(s) with that/those on file with us for this individual, entity or company and signer(s) is/are authorized to execute this agreement (Print Name of Bank) (Address of Bank) (City, State, Zip Code) (Print Name and Title of Authorized Signer) (Authorized Signature Signature) (Telephone Number Number) (Date) , 201 Schedule 3 to Exhibit E LETTER OF FULL TRANSFER ____________, 20__ [TRANSFEROR] Re: IrrevocableStandby LetterofCredit Irrevocable Standby Letter of Credit No.. _____ We request you to transfer all of our rights as beneficiary under the Letter of Credit referenced above to the Transferee, named below: Name of Transferee Address By this transfer all our rights as the transferor, including all rights to make drawings under the Letter of Credit, go to the transferee. The transferee shall have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. All amendments will be sent directly to the transferee without the necessity of consent by or notice to us. We enclose the original letter of credit and any amendments. Please indicate your acceptance of our request for the transfer by endorsing the letter of credit and sending it to the transferee with your customary notice of transfer. The signature and title at the right conform with those shown in our files as authorized to sign for the beneficiary. Policies governing signature authorization as required for withdrawals from customer accounts shall also be applied to the authorization of signatures on this form. The authorization of the Beneficiary's signature and title on this form also acts to certify that the authorizing financial institution (i) is regulated by a U.S. federal banking agency; (ii) has implemented anti-money laundering policies and procedures that comply with applicable requirements of law, including a Customer Identification Program (CIP) in accordance with Section 326 of the USA PATRIOT Act; (iii) has approved the Beneficiary under its anti-money laundering compliance program; and (iv) acknowledges that [the Transferor] is relying on the foregoing certifications pursuant to 31 C.F.R. Section 103.121 (b)(6)." NAME OF BANK AUTHORIZED SIGNATURE AND TITLE PHONE NUMBER NAME OF TRANSFEROR NAME OF AUTHORIZED SIGNER AND TITLE AUTHORIZED SIGNATURE EXHIBIT F [Reserved] EXHIBIT G [Reserved] EXHIBIT H True-Up Payment Adjustment Example (All Prices and Quantities are Illustrative only) In accordance with Section 6(d) of the Cover Sheet, Seller’s failure to maintain 100% subscription in the first four (4) full Quarterly Periods and the Base Subscription Rate after the four (4) full Quarterly Periods in a Delivery Year shall result in a true-up payment adjustment. Once annually on or prior to November 15 following a Delivery Year, Buyer shall review the performance of the REC deliveries made during such Delivery Year, using information provided in the REC Annual Report submitted pursuant to Section 10(c) of the Cover Sheet, and determine the True-Up Payment Amount. The Project has the following characteristics:
Appears in 1 contract
Samples: Renewable Energy Credit Agreement
to Exhibit E. LETTER OF FULL TRANSFER Request for a Full Transfer of the below [Name of the Issuing Bank] referenced Standby Letter of Credit Date: Reference: (Issuing Bank’s Letter of Credit Number To: “Transferring Bank” (Advising Bank’s Reference Number, if applicable) We, the undersigned “First Beneficiary”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (“Credit”) in its entirety to: (Print Name and complete address of the Transferee) “Second Beneficiary” Advise through: (Print Name/address of the Second Beneficiary’s Bank, if known— if left blank, the Transferring Bank will select the advising bank) In accordance with UCP 600 Article 38 or ISP 98, Rule 6 regarding transfer of drawing rights (whichever set of rules the Credit is subject to), all rights of the undersigned First Beneficiary in such Credit are transferred to the Second Beneficiary. The Second Beneficiary shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned First Beneficiary. The original Credit, including amendments to this date, is attached and the undersigned First Beneficiary requests that you endorse an acknowledgment of this transfer on the reverse thereof. The undersigned First Beneficiary requests that you notify the Second Beneficiary of this Credit in such form and manner as you deem appropriate, and the terms and conditions of the Credit as transferred. Enclosed is remittance of $[ [_____________]_in payment of your transfer commission and in addition thereto we agree to pay to you on demand any expenses which may be incurred by you in connection with this transfer. Transfer Commission Charges First Beneficiary represents and warrants to Transferring Bank that (i) our execution, delivery, and performance of this request to Transfer (a) are within our powers and have been duly authorized (b) constitute our legal, valid, binding and enforceable obligation (c) do not contravene any charter provision, by-law, resolution, contract, or other undertaking binding on or affecting us or any of our properties and (d) do not require any notice, filing or other action to, with, or by any governmental authority (ii) we have not presented any demand or request for payment or transfer under the Credit affecting the rights to be transferred, and (iii) the Second Beneficiary’s name and address are correct and complete and the transactions underlying the Credit and the requested Transfer do not violate applicable United States or other law, rule or regulation, including without limitation U.S. Foreign Asset Control regulations. In the event that we fail to remit to you, following your written demand, any funds paid to us despite the Transfer, we agree to reimburse you for your reasonable costs of collecting those funds from us. The Effective Date shall be the date hereafter on which Transferring Bank effects the requested transfer by acknowledging this request and giving notice thereof to Second Beneficiary. WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS TRANSFER. Sincerely Yours (Print Name of First Beneficiary) (Print Authorized Signers Signer’s Name and Title (Authorized Signature) (Print Second Authorized Signers Signer’s Name and Title, if required) (Second Authorized Signature, if required) (Telephone Number/Fax Number) SIGNATURE GUARANTEED Signature(s) with title(s) conform(s) with that/those on file with us for this individual, entity or company and signer(s) is/are authorized to execute this agreement (Print Name of Bank) (Address of Bank) (City, State, Zip Code) (Print Name and Title of Authorized Signer) (Authorized Signature Signature) (Telephone Number Number) (Date) , 201 Schedule 3 to Exhibit E LETTER OF FULL TRANSFER ____________, 20__ [TRANSFEROR] Re: IrrevocableStandby LetterofCredit Irrevocable Standby Letter of Credit No.. _____ We request you to transfer all of our rights as beneficiary under the Letter of Credit referenced above to the Transferee, named below: Name of Transferee Address By this transfer all our rights as the transferor, including all rights to make drawings under the Letter of Credit, go to the transferee. The transferee shall have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. All amendments will be sent directly to the transferee without the necessity of consent by or notice to us. We enclose the original letter of credit and any amendments. Please indicate your acceptance of our request for the transfer by endorsing the letter of credit and sending it to the transferee with your customary notice of transfer. The signature and title at the right conform with those shown in our files as authorized to sign for the beneficiary. Policies governing signature authorization as required for withdrawals from customer accounts shall also be applied to the authorization of signatures on this form. The authorization of the Beneficiary's signature and title on this form also acts to certify that the authorizing financial institution (i) is regulated by a U.S. federal banking agency; (ii) has implemented anti-money laundering policies and procedures that comply with applicable requirements of law, including a Customer Identification Program (CIP) in accordance with Section 326 of the USA PATRIOT Act; (iii) has approved the Beneficiary under its anti-money laundering compliance program; and (iv) acknowledges that [the Transferor] is relying on the foregoing certifications pursuant to 31 C.F.R. Section 103.121 (b)(6)." NAME OF BANK AUTHORIZED SIGNATURE AND TITLE PHONE NUMBER NAME OF TRANSFEROR NAME OF AUTHORIZED SIGNER AND TITLE AUTHORIZED SIGNATURE EXHIBIT F [Reserved] EXHIBIT G [Reserved] EXHIBIT H True-Up Payment Adjustment Example (All Prices and Quantities are Illustrative only) In accordance with Section 6(d) of the Cover Sheet, Seller’s failure to maintain 100% subscription in the first four (4) full Quarterly Periods and failure to maintain the Base Subscription Rate after the four (4) full Quarterly Periods shall result in a true-up payment adjustment. Once annually on or prior to November 15 following a Delivery Year, Buyer shall review the performance of the REC deliveries made during such Delivery Year, using information provided in the REC Annual Report submitted pursuant to Section 10(c) of the Cover Sheet, and determine the True-Up Payment Amount. The Project in this example has the following characteristics:
Appears in 1 contract
Samples: Credit Agreement
to Exhibit E. LETTER OF FULL TRANSFER Request for a Full Transfer of the below [Name of the Issuing Bank] referenced Standby Letter of Credit Date: Reference: (Issuing Bank’s Letter of Credit Number To: “Transferring Bank” (Advising Bank’s Reference Number, if applicable) We, the undersigned “First Beneficiary”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (“Credit”) in its entirety to: (Print Name and complete address of the Transferee) “Second Beneficiary” Advise through: (Print Name/address of the Second Beneficiary’s Bank, if known— if left blank, the Transferring Bank will select the advising bank) In accordance with UCP 600 Article 38 or ISP 98, Rule 6 regarding transfer of drawing rights (whichever set of rules the Credit is subject to), all rights of the undersigned First Beneficiary in such Credit are transferred to the Second Beneficiary. The Second Beneficiary shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned First Beneficiary. The original Credit, including amendments to this date, is attached and the undersigned First Beneficiary requests that you endorse an acknowledgment of this transfer on the reverse thereof. The undersigned First Beneficiary requests that you notify the Second Beneficiary of this Credit in such form and manner as you deem appropriate, and the terms and conditions of the Credit as transferred. Enclosed is remittance of $[ [_____________]_in payment of your transfer commission and in addition thereto we agree to pay to you on demand any expenses which may be incurred by you in connection with this transfer. Transfer Commission Charges First Beneficiary represents and warrants to Transferring Bank that (i) our execution, delivery, and performance of this request to Transfer (a) are within our powers and have been duly authorized (b) constitute our legal, valid, binding and enforceable obligation (c) do not contravene any charter provision, by-law, resolution, contract, or other undertaking binding on or affecting us or any of our properties and (d) do not require any notice, filing or other action to, with, or by any governmental authority (ii) we have not presented any demand or request for payment or transfer under the Credit affecting the rights to be transferred, and (iii) the Second Beneficiary’s name and address are correct and complete and the transactions underlying the Credit and the requested Transfer do not violate applicable United States or other law, rule or regulation, including without limitation U.S. Foreign Asset Control regulations. In the event that we fail to remit to you, following your written demand, any funds paid to us despite the Transfer, we agree to reimburse you for your reasonable costs of collecting those funds from us. The Effective Date shall be the date hereafter on which Transferring Bank effects the requested transfer by acknowledging this request and giving notice thereof to Second Beneficiary. WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS TRANSFER. Sincerely Yours (Print Name of First Beneficiary) (Print Authorized Signers Name and Title (Authorized Signature) (Print Second Authorized Signers Name and Title, if required) (Second Authorized Signature, if required) (Telephone Number/Fax Number) SIGNATURE GUARANTEED Signature(s) with title(s) conform(s) with that/those on file with us for this individual, entity or company and signer(s) is/are authorized to execute this agreement (Print Name of Bank) (Address of Bank) (City, State, Zip Code) (Print Name and Title of Authorized Signer) (Authorized Signature Signature) (Telephone Number Number) (Date) , 201 Schedule 3 to Exhibit E LETTER OF FULL TRANSFER ____________, 201__ [TRANSFEROR] Re: IrrevocableStandby LetterofCredit Irrevocable Standby Letter of Credit No.. _____ We request you to transfer all of our rights as beneficiary under the Letter of Credit referenced above to the Transferee, named below: Name of Transferee Transferee_________________________ Address __________________________________ __________________________________ By this transfer all our rights as the transferor, including all rights to make drawings under the Letter of Credit, go to the transferee. The transferee shall have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. All amendments will be sent directly to the transferee without the necessity of consent by or notice to us. We enclose the original letter of credit and any amendments. Please indicate your acceptance of our request for the transfer by endorsing the letter of credit and sending it to the transferee with your customary notice of transfer. The signature and title at the right conform with those shown in our files as authorized to sign for the beneficiary. Policies governing signature authorization as required for withdrawals from customer accounts shall also be applied to the authorization of signatures on this form. The authorization of the Beneficiary's signature and title on this form also acts to certify that the authorizing financial institution (i) is regulated by a U.S. federal banking agency; (ii) has implemented anti-money laundering policies and procedures that comply with applicable requirements of law, including a Customer Identification Program (CIP) in accordance with Section 326 of the USA PATRIOT Act; (iii) has approved the Beneficiary under its anti-money laundering compliance program; and (iv) acknowledges that [the Transferor] is relying on the foregoing certifications pursuant to 31 C.F.R. Section 103.121 (b)(6)." NAME OF BANK AUTHORIZED SIGNATURE AND TITLE PHONE NUMBER NAME OF TRANSFEROR_______________________ NAME OF AUTHORIZED SIGNER AND TITLE__________________________ AUTHORIZED SIGNATURE____________________________ EXHIBIT F Examples Exhibit F-1 Delivery Schedule Example Date of Energization February 1, 2021 Contract Nameplate Capacity 1.000 MW System Type Fixed-mount System Contract Capacity Factor 16.42 % Annual Degradation Factor 0.5% Delivery Year Delivery Year Expected REC Quantity (RECs) 2020-2021 1,438 2021-2022 1,431 2022-2023 1,423 2023-2024 1,416 2024-2025 1,409 2025-2026 1,402 2026-2027 1,395 2027-2028 1,388 2028-2029 1,381 2029-2030 1,374 2030-2031 1,367 2031-2032 1,360 2032-2033 1,353 2033-2034 1,347 2034-2035 1,340 Subsequent Delivery Years 99.5% of the Delivery Year Expected REC Quantity calculated for the prior Delivery Year, rounded down Designated System Contract Maximum REC Quantity = 1 MW x 16.42% x 8,760 hours x 15 years (rounded down) = 21,575 RECs Notes: For avoidance of doubt, the delivery schedule shall be calculated at the time of Energization and not at the time of the start of the Delivery Term. The first Delivery Year shall be the Delivery Year for which the Energization occurred. For example, if the Designated System is Energized on February 1, 2021, then the first Delivery Year shall be for the period starting June 1, 2020 through May 31, 2021. If the Delivery Term for a Designated System extends beyond the Delivery Years for which a Delivery Year Expected REC Quantity is provided above, then each subsequent Delivery Year Expected REC Quantity shall be 99.5% of the prior Delivery Year Expected REC Quantity for such Designated System. The Designated System Contract Maximum REC Quantity may be updated pursuant to Sections 4.2 or 4.2 of the Agreement using a revised Contract Nameplate Capacity, and such revised Contract Nameplate Capacity shall be deemed to have prevailed at the time of Energization for purposes of calculating the Delivery Year Expected REC Quantities. Any updates to the Delivery Year Expected REC Quantities shall not excuse any drawdowns that have occurred prior to the update. Exhibit F-2 Surplus RECs and Drawdown Payments Example (All Prices and Quantities are Illustrative only) Once annually on or prior to November 15 following a Delivery Year (but only once three full Delivery Years have occurred after the start of a Delivery Term), the IPA shall review the performance of the REC deliveries made during such Delivery Year and determine the amount of payment due. The calculations made annually are performed on a portfolio basis for all Designated Systems included in this Agreement across all Product Orders. The example provided below is for illustrative purposes only and has been simplified to facilitate the understanding of the calculations made. Delivery Year for which calculation is performed: June 1, 2023 through May 31, 2024 Step 1: Calculate the Delivery Year REC Performance Designated System ID Delivery Year 2021-2022 Delivery Year 2022-2023 Delivery Year 2023-2024 Delivery Year REC Performance 1000 135 133 128 132 RECs 1001 158 155 152 155 RECs 1002 000 000 000 188 RECs 1003 251 220 246 239 RECs
Appears in 1 contract
Samples: Purchase and Sale Agreement
to Exhibit E. LETTER OF FULL TRANSFER Request for a Full Transfer of the below [Name of the Issuing Bank] referenced Standby Letter of Credit Date: Reference: (Issuing Bank’s Letter of Credit Number To: “Transferring Bank” (Advising Bank’s Reference Number, if applicable) We, the undersigned “First Beneficiary”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (“Credit”) in its entirety to: (Print Name and complete address of the Transferee) “Second Beneficiary” Advise through: (Print Name/address of the Second Beneficiary’s Bank, if known— if left blank, the Transferring Bank will select the advising bank) In accordance with UCP 600 Article 38 or ISP 98, Rule 6 regarding transfer of drawing rights (whichever set of rules the Credit is subject to), all rights of the undersigned First Beneficiary in such Credit are transferred to the Second Beneficiary. The Second Beneficiary shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned First Beneficiary. The original Credit, including amendments to this date, is attached and the undersigned First Beneficiary requests that you endorse an acknowledgment of this transfer on the reverse thereof. The undersigned First Beneficiary requests that you notify the Second Beneficiary of this Credit in such form and manner as you deem appropriate, and the terms and conditions of the Credit as transferred. Enclosed is remittance of $[ ]_in payment of your transfer commission and in addition thereto we agree to pay to you on demand any expenses which may be incurred by you in connection with this transfer. Transfer Commission Charges First Beneficiary represents and warrants to Transferring Bank that (i) our execution, delivery, and performance of this request to Transfer (a) are within our powers and have been duly authorized (b) constitute our legal, valid, binding and enforceable obligation (c) do not contravene any charter provision, by-law, resolution, contract, or other undertaking binding on or affecting us or any of our properties and (d) do not require any notice, filing or other action to, with, or by any governmental authority (ii) we have not presented any demand or request for payment or transfer under the Credit affecting the rights to be transferred, and (iii) the Second Beneficiary’s name and address are correct and complete and the transactions underlying the Credit and the requested Transfer do not violate applicable United States or other law, rule or regulation, including without limitation U.S. Foreign Asset Control regulations. In the event that we fail to remit to you, following your written demand, any funds paid to us despite the Transfer, we agree to reimburse you for your reasonable costs of collecting those funds from us. The Effective Date shall be the date hereafter on which Transferring Bank effects the requested transfer by acknowledging this request and giving notice thereof to Second Beneficiary. WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS TRANSFER. Sincerely Yours (Print Name of First Beneficiary) (Print Authorized Signers Name and Title (Authorized Signature) (Print Second Authorized Signers Name and Title, if required) (Second Authorized Signature, if required) (Telephone Number/Fax Number) SIGNATURE GUARANTEED Signature(s) with title(s) conform(s) with that/those on file with us for this individual, entity or company and signer(s) is/are authorized to execute this agreement (Print Name of Bank) (Address of Bank) (City, State, Zip Code) (Print Name and Title of Authorized Signer) (Authorized Signature (Telephone Number (Date) , 201 Schedule 3 to Exhibit E LETTER OF FULL TRANSFER [TRANSFEROR] Re: IrrevocableStandby LetterofCredit IrrevocableStandbyLetterofCredit No._____ We request you to transfer all of our rights as beneficiary under the Letter of Credit referenced above to the Transferee, named below: Name of Transferee Address By this transfer all our rights as the transferor, including all rights to make drawings under the Letter of Credit, go to the transferee. The transferee shall have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. All amendments will be sent directly to the transferee without the necessity of consent by or notice to us. We enclose the original letter of credit and any amendments. Please indicate your acceptance of our request for the transfer by endorsing the letter of credit and sending it to the transferee with your customary notice of transfer.
Appears in 1 contract
Samples: Renewable Energy Credit Agreement
to Exhibit E. LETTER OF FULL TRANSFER Request for a Full Transfer of the below [Name of the Issuing Bank] referenced Standby Letter of Credit Date: Reference: (Issuing Bank’s Letter of Credit Number To: “Transferring Bank” (Advising Bank’s Reference Number, if applicable) We, the undersigned “First Beneficiary”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (“Credit”) in its entirety to: (Print Name and complete address of the Transferee) “Second Beneficiary” Advise through: (Print Name/address of the Second Beneficiary’s Bank, if known— if left blank, the Transferring Bank will select the advising bank) In accordance with UCP 600 Article 38 or ISP 98, Rule 6 regarding transfer of drawing rights (whichever set of rules the Credit is subject to), all rights of the undersigned First Beneficiary in such Credit are transferred to the Second Beneficiary. The Second Beneficiary shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned First Beneficiary. The original Credit, including amendments to this date, is attached and the undersigned First Beneficiary requests that you endorse an acknowledgment of this transfer on the reverse thereof. The undersigned First Beneficiary requests that you notify the Second Beneficiary of this Credit in such form and manner as you deem appropriate, and the terms and conditions of the Credit as transferred. Enclosed is remittance of $[ [_____________]_in payment of your transfer commission and in addition thereto we agree to pay to you on demand any expenses which may be incurred by you in connection with this transfer. Transfer Commission Charges First Beneficiary represents and warrants to Transferring Bank that (i) our execution, delivery, and performance of this request to Transfer (a) are within our powers and have been duly authorized (b) constitute our legal, valid, binding and enforceable obligation (c) do not contravene any charter provision, by-law, resolution, contract, or other undertaking binding on or affecting us or any of our properties and (d) do not require any notice, filing or other action to, with, or by any governmental authority (ii) we have not presented any demand or request for payment or transfer under the Credit affecting the rights to be transferred, and (iii) the Second Beneficiary’s name and address are correct and complete and the transactions underlying the Credit and the requested Transfer do not violate applicable United States or other law, rule or regulation, including without limitation U.S. Foreign Asset Control regulations. In the event that we fail to remit to you, following your written demand, any funds paid to us despite the Transfer, we agree to reimburse you for your reasonable costs of collecting those funds from us. The Effective Date shall be the date hereafter on which Transferring Bank effects the requested transfer by acknowledging this request and giving notice thereof to Second Beneficiary. WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS TRANSFER. Sincerely Yours (Print Name of First Beneficiary) (Print Authorized Signers Name and Title (Authorized Signature) (Print Second Authorized Signers Name and Title, if required) (Second Authorized Signature, if required) (Telephone Number/Fax Number) SIGNATURE GUARANTEED Signature(s) with title(s) conform(s) with that/those on file with us for this individual, entity or company and signer(s) is/are authorized to execute this agreement (Print Name of Bank) (Address of Bank) (City, State, Zip Code) (Print Name and Title of Authorized Signer) (Authorized Signature (Telephone Number (Date) , 201 Schedule 3 to Exhibit E LETTER OF FULL TRANSFER ____________, 201__ [TRANSFEROR] Re: IrrevocableStandby LetterofCredit Irrevocable Standby Letter of Credit No.. _____ We request you to transfer all of our rights as beneficiary under the Letter of Credit referenced above to the Transferee, named below: Name of Transferee Address By this transfer all our rights as the transferor, including all rights to make drawings under the Letter of Credit, go to the transferee. The transferee shall have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. All amendments will be sent directly to the transferee without the necessity of consent by or notice to us. We enclose the original letter of credit and any amendments. Please indicate your acceptance of our request for the transfer by endorsing the letter of credit and sending it to the transferee with your customary notice of transfer. The signature and title at the right conform with those shown in our files as authorized to sign for the beneficiary. Policies governing signature authorization as required for withdrawals from customer accounts shall also be applied to the authorization of signatures on this form. The authorization of the Beneficiary's signature and title on this form also acts to certify that the authorizing financial institution (i) is regulated by a U.S. federal banking agency; (ii) has implemented anti-money laundering policies and procedures that comply with applicable requirements of law, including a Customer Identification Program (CIP) in accordance with Section 326 of the USA PATRIOT Act; (iii) has approved the Beneficiary under its anti-money laundering compliance program; and (iv) acknowledges that [the Transferor] is relying on the foregoing certifications pursuant to 31 C.F.R. Section 103.121 (b)(6)." NAME OF BANK AUTHORIZED SIGNATURE AND TITLE PHONE NUMBER NAME OF TRANSFEROR NAME OF AUTHORIZED SIGNER AND TITLE AUTHORIZED SIGNATURE EXHIBIT F Delivery Schedule Example Date of Energization June 1, 2019 Contract Nameplate Capacity 100 kW System Type Fixed-mount System Capacity Factor 16.42 % Degradation Factor 0.5% Delivery Year Delivery Year Expected REC Quantity (RECs) 0000-0000 000 0000-0000 000 0000-0000 000 0000-0000 000 0000-0000 000 0000-0000 000 0000-0000 000 0000-0000 000 0000-0000 000 0000-0000 000 0000-0000 000 0000-0000 000 0000-0000 000 0000-0000 000 0000-0000 000 Designated System Contract Maximum REC Quantity = 2,158 RECs EXHIBIT G Surplus RECs and Drawdown Payment Example (All Prices and Quantities are Illustrative only) Once annually on or prior to November 15 following a Delivery Year, the IPA or its designee shall review the performance of the REC deliveries made during such Delivery Year and determine the amount of payment due. The calculations made annually are performed on a portfolio basis for all Designated Systems included this REC Contract across all Product Orders. The example provided below is for illustrative purposes only and has been simplified to facilitate the understanding of the calculations made. Delivery Year for which calculation is performed: June 1, 2023 through May 31, 2024 Step 1: Calculate the Delivery Year REC Performance Designated System ID Delivery Year 2021-2022 Delivery Year 2022-2023 Delivery Year 2023-2024 Delivery Year REC Performance 1000 135 133 128 132 RECs 1001 158 155 152 155 RECs 1002 000 000 000 188 RECs 1003 251 220 246 239 RECs
Appears in 1 contract
Samples: Renewable Energy Credit Agreement
to Exhibit E. LETTER OF FULL TRANSFER Request for a Full Transfer of the below [Name of the Issuing Bank] referenced Standby Letter of Credit Date: Reference: (Issuing Bank’s Letter of Credit Number To: “Transferring Bank” (Advising Bank’s Reference Number, if applicable) We, the undersigned “First Beneficiary”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (“Credit”) in its entirety to: (Print Name and complete address of the Transferee) “Second Beneficiary” Advise through: (Print Name/address of the Second Beneficiary’s Bank, if known— if left blank, the Transferring Bank will select the advising bank) In accordance with UCP 600 Article 38 or ISP 98, Rule 6 regarding transfer of drawing rights (whichever set of rules the Credit is subject to), all rights of the undersigned First Beneficiary in such Credit are transferred to the Second Beneficiary. The Second Beneficiary shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned First Beneficiary. The original Credit, including amendments to this date, is attached and the undersigned First Beneficiary requests that you endorse an acknowledgment of this transfer on the reverse thereof. The undersigned First Beneficiary requests that you notify the Second Beneficiary of this Credit in such form and manner as you deem appropriate, and the terms and conditions of the Credit as transferred. Enclosed is remittance of $[ [_____________]_in payment of your transfer commission and in addition thereto we agree to pay to you on demand any expenses which may be incurred by you in connection with this transfer. Transfer Commission Charges First Beneficiary represents and warrants to Transferring Bank that (i) our execution, delivery, and performance of this request to Transfer (a) are within our powers and have been duly authorized (b) constitute our legal, valid, binding and enforceable obligation (c) do not contravene any charter provision, by-law, resolution, contract, or other undertaking binding on or affecting us or any of our properties and (d) do not require any notice, filing or other action to, with, or by any governmental authority (ii) we have not presented any demand or request for payment or transfer under the Credit affecting the rights to be transferred, and (iii) the Second Beneficiary’s name and address are correct and complete and the transactions underlying the Credit and the requested Transfer do not violate applicable United States or other law, rule or regulation, including without limitation U.S. Foreign Asset Control regulations. In the event that we fail to remit to you, following your written demand, any funds paid to us despite the Transfer, we agree to reimburse you for your reasonable costs of collecting those funds from us. The Effective Date shall be the date hereafter on which Transferring Bank effects the requested transfer by acknowledging this request and giving notice thereof to Second Beneficiary. WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS TRANSFER. Sincerely Yours (Print Name of First Beneficiary) (Print Authorized Signers Name and Title (Authorized Signature) (Print Second Authorized Signers Name and Title, if required) (Second Authorized Signature, if required) (Telephone Number/Fax Number) SIGNATURE GUARANTEED Signature(s) with title(s) conform(s) with that/those on file with us for this individual, entity or company and signer(s) is/are authorized to execute this agreement (Print Name of Bank) (Address of Bank) (City, State, Zip Code) (Print Name and Title of Authorized Signer) (Authorized Signature (Telephone Number (Date) , 201 Schedule 3 to Exhibit E LETTER OF FULL TRANSFER ____________, 201__ [TRANSFEROR] Re: IrrevocableStandby LetterofCredit Irrevocable Standby Letter of Credit No.. _____ We request you to transfer all of our rights as beneficiary under the Letter of Credit referenced above to the Transferee, named below: Name of Transferee Address By this transfer all our rights as the transferor, including all rights to make drawings under the Letter of Credit, go to the transferee. The transferee shall have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. All amendments will be sent directly to the transferee without the necessity of consent by or notice to us. We enclose the original letter of credit and any amendments. Please indicate your acceptance of our request for the transfer by endorsing the letter of credit and sending it to the transferee with your customary notice of transfer. The signature and title at the right conform with those shown in our files as authorized to sign for the beneficiary. Policies governing signature authorization as required for withdrawals from customer accounts shall also be applied to the authorization of signatures on this form. The authorization of the Beneficiary's signature and title on this form also acts to certify that the authorizing financial institution (i) is regulated by a U.S. federal banking agency; (ii) has implemented anti-money laundering policies and procedures that comply with applicable requirements of law, including a Customer Identification Program (CIP) in accordance with Section 326 of the USA PATRIOT Act; (iii) has approved the Beneficiary under its anti-money laundering compliance program; and (iv) acknowledges that [the Transferor] is relying on the foregoing certifications pursuant to 31 C.F.R. Section 103.121 (b)(6)." NAME OF BANK AUTHORIZED SIGNATURE AND TITLE PHONE NUMBER NAME OF TRANSFEROR NAME OF AUTHORIZED SIGNER AND TITLE AUTHORIZED SIGNATURE EXHIBIT F Delivery Schedule Example Date of Energization February 1, 2020 Contract Nameplate Capacity 1.000 MW System Type Fixed-mount System Capacity Factor 16.42 % Annual Degradation Factor 0.5% Delivery Year Delivery Year Expected REC Quantity (RECs) 2019-2020 1,489 2020-2021 1,481 2021-2022 1,474 2022-2023 1,467 2023-2024 1,459 2024-2025 1,452 2025-2026 1,445 2026-2027 1,437 2027-2028 1,430 2028-2029 1,423 2029-2030 1,416 2030-2031 1,409 2031-2032 1,402 2032-2033 1,395 2033-2034 1,388 Subsequent Delivery Years 99.5% of the Delivery Year Expected REC Quantity calculated for the prior Delivery Year, rounded down Designated System Contract Maximum REC Quantity = 1 MW x 16.42% x 8,760 hours x 15 years (rounded down) = 21,575 RECs Notes: For avoidance of doubt, the delivery schedule shall be calculated at the time of Energization and not at the time of the start of the Delivery Term. The first Delivery Year shall be the Delivery Year for which the Energization occurred. For example, if the Designated System is Energized on February 1, 2020, then the first Delivery Year shall be for the period starting June 1, 2019 through May 31, 2020. If the Delivery Term for a Designated System extends beyond the Delivery Years for which a Delivery Year Expected REC Quantity is provided above, then each subsequent Delivery Year Expected REC Quantity shall be 99.5% of the prior Delivery Year Expected REC Quantity for such Designated System. EXHIBIT G Surplus RECs and Drawdown Payments Example (All Prices and Quantities are Illustrative only) Once annually on or prior to November 15 following a Delivery Year (but only once three full Delivery Years have occurred after the start of a Delivery Term), the IPA shall review the performance of the REC deliveries made during such Delivery Year and determine the amount of payment due. The calculations made annually are performed on a portfolio basis for all Designated Systems included in this REC Contract across all Product Orders. The example provided below is for illustrative purposes only and has been simplified to facilitate the understanding of the calculations made. Delivery Year for which calculation is performed: June 1, 2023 through May 31, 2024 Step 1: Calculate the Delivery Year REC Performance Designated System ID Delivery Year 2021-2022 Delivery Year 2022-2023 Delivery Year 2023-2024 Delivery Year REC Performance 1000 135 133 128 132 RECs 1001 158 155 152 155 RECs 1002 000 000 000 188 RECs 1003 251 220 246 239 RECs
Appears in 1 contract
Samples: Credit Agreement
to Exhibit E. LETTER OF FULL TRANSFER Request for a Full Transfer of the below [Name of the Issuing Bank] referenced Standby Letter of Credit Date: Reference: (Issuing Bank’s Letter of Credit Number To: “Transferring Bank” (Advising Bank’s Reference Number, if applicable) We, the undersigned “First Beneficiary”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (“Credit”) in its entirety to: (Print Name and complete address of the Transferee) “Second Beneficiary” Advise through: (Print Name/address of the Second Beneficiary’s Bank, if known— if left blank, the Transferring Bank will select the advising bank) In accordance with UCP 600 Article 38 or ISP 98, Rule 6 regarding transfer of drawing rights (whichever set of rules the Credit is subject to), all rights of the undersigned First Beneficiary in such Credit are transferred to the Second Beneficiary. The Second Beneficiary shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned First Beneficiary. The original Credit, including amendments to this date, is attached and the undersigned First Beneficiary requests that you endorse an acknowledgment of this transfer on the reverse thereof. The undersigned First Beneficiary requests that you notify the Second Beneficiary of this Credit in such form and manner as you deem appropriate, and the terms and conditions of the Credit as transferred. Enclosed is remittance of $[ [_____________]_in payment of your transfer commission and in addition thereto we agree to pay to you on demand any expenses which may be incurred by you in connection with this transfer. Transfer Commission Charges First Beneficiary represents and warrants to Transferring Bank that (i) our execution, delivery, and performance of this request to Transfer (a) are within our powers and have been duly authorized (b) constitute our legal, valid, binding and enforceable obligation (c) do not contravene any charter provision, by-law, resolution, contract, or other undertaking binding on or affecting us or any of our properties and (d) do not require any notice, filing or other action to, with, or by any governmental authority (ii) we have not presented any demand or request for payment or transfer under the Credit affecting the rights to be transferred, and (iii) the Second Beneficiary’s name and address are correct and complete and the transactions underlying the Credit and the requested Transfer do not violate applicable United States or other law, rule or regulation, including without limitation U.S. Foreign Asset Control regulations. In the event that we fail to remit to you, following your written demand, any funds paid to us despite the Transfer, we agree to reimburse you for your reasonable costs of collecting those funds from us. The Effective Date shall be the date hereafter on which Transferring Bank effects the requested transfer by acknowledging this request and giving notice thereof to Second Beneficiary. WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS TRANSFER. Sincerely Yours (Print Name of First Beneficiary) (Print Authorized Signers Name and Title (Authorized Signature) (Print Second Authorized Signers Name and Title, if required) (Second Authorized Signature, if required) (Telephone Number/Fax Number) SIGNATURE GUARANTEED Signature(s) with title(s) conform(s) with that/those on file with us for this individual, entity or company and signer(s) is/are authorized to execute this agreement (Print Name of Bank) (Address of Bank) (City, State, Zip Code) (Print Name and Title of Authorized Signer) (Authorized Signature Signature) (Telephone Number Number) (Date) , 201 Schedule 3 to Exhibit E LETTER OF FULL TRANSFER ____________, 201__ [TRANSFEROR] Re: IrrevocableStandby LetterofCredit Irrevocable Standby Letter of Credit No.. _____ We request you to transfer all of our rights as beneficiary under the Letter of Credit referenced above to the Transferee, named below: Name of Transferee Transferee_________________________ Address __________________________________ __________________________________ By this transfer all our rights as the transferor, including all rights to make drawings under the Letter of Credit, go to the transferee. The transferee shall have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. All amendments will be sent directly to the transferee without the necessity of consent by or notice to us. We enclose the original letter of credit and any amendments. Please indicate your acceptance of our request for the transfer by endorsing the letter of credit and sending it to the transferee with your customary notice of transfer. The signature and title at the right conform with those shown in our files as authorized to sign for the beneficiary. Policies governing signature authorization as required for withdrawals from customer accounts shall also be applied to the authorization of signatures on this form. The authorization of the Beneficiary's signature and title on this form also acts to certify that the authorizing financial institution (i) is regulated by a U.S. federal banking agency; (ii) has implemented anti-money laundering policies and procedures that comply with applicable requirements of law, including a Customer Identification Program (CIP) in accordance with Section 326 of the USA PATRIOT Act; (iii) has approved the Beneficiary under its anti-money laundering compliance program; and (iv) acknowledges that [the Transferor] is relying on the foregoing certifications pursuant to 31 C.F.R. Section 103.121 (b)(6)." NAME OF BANK AUTHORIZED SIGNATURE AND TITLE PHONE NUMBER NAME OF TRANSFEROR_______________________ NAME OF AUTHORIZED SIGNER AND TITLE__________________________ AUTHORIZED SIGNATURE____________________________ EXHIBIT F Examples Exhibit F-1 Delivery Schedule Example (All Prices and Quantities are Illustrative only) Date of Energization February 1, 2022 Contract Nameplate Capacity 1.000 MW System Type Fixed-mount System Year-1 Contract Capacity Factor 17.003210% Annual Degradation Factor 0.5% Delivery Year Delivery Year Expected REC Quantity (RECs) 2021-2022 1,489 2022-2023 1,482 2023-2024 1,474 2024-2025 1,467 2025-2026 1,459 2026-2027 1,452 2027-2028 1,445 2028-2029 1,438 2029-2030 1,430 2030-2031 1,423 2031-2032 1,416 2032-2033 1,409 2033-2034 1,402 2034-2035 1,395 2035-2036 1,388 Subsequent Delivery Years 99.5% of the Delivery Year Expected REC Quantity calculated for the prior Delivery Year, rounded down Notes: For avoidance of doubt, the delivery schedule shall be calculated at the time of Energization and not at the time of the start of the Delivery Term. The first Delivery Year shall be the Delivery Year during which the Energization occurred. For example, if the Designated System is Energized on February 1, 2022, then the first Delivery Year shall be for the period starting June 1, 2021 through May 31, 2022. The Year-1 Contract Capacity Factor shall be equal to the result obtained by dividing the Contract Capacity Factor by 0.9657. The Delivery Year Expected REC Quantity for the first (1st) Delivery Year is the multiplicative product of (a) the Contract Nameplate Capacity (MW), (b) the Year-1 Contract Capacity Factor, and (c) 8,760 hours, which result shall be rounded down to the nearest whole REC. For every subsequent year thereafter within the first fifteen (15) Delivery Years (inclusive of the fifteenth (15th) Delivery Year), the Delivery Year Expected REC Quantity is the multiplicative product of (a) the unrounded value of the Delivery Year Expected REC Quantity calculated for the previous Delivery Year and (b) 0.995, which result shall be rounded down to the nearest whole REC. For example, for a 1 MW AC project with a Year-1 Contract Capacity Factor of 17.003210%, for Delivery Year 2021-2022, the Delivery Year Expected REC Quantity of multiplying (a) 1 MW AC and (b) 17.003210% and (c) 8,760 hours rounding down to the nearest whole REC. For Delivery Year 2022-2023, the Delivery Year Expected REC Quantity of 1,482 RECs is obtained by multiplying (a) 1,489.4812 (the unrounded value of the Delivery Year Expected REC Quantity calculated for the previous Delivery Year) and (b) 0.995, and rounding down to the nearest whole REC. For Delivery Year 2023-2024, the Delivery Year Expected REC Quantity of 1,474 RECs is obtained by multiplying (a) 1,482.0338 (the unrounded Delivery Year Expected REC Quantity from 2022-2023) and (b) 0.995, and rounding down to the nearest whole REC. If the Delivery Term for a Designated System extends beyond the Delivery Years for which a Delivery Year Expected REC Quantity is provided above, then each subsequent Delivery Year Expected REC Quantity shall be 99.5% of the prior Delivery Year Expected REC Quantity for such Designated System. For example, if the Delivery Year Expected REC Quantity for Delivery Year 2036-2037 is 1,388 RECs, the Delivery Year Expected REC Quantity for Delivery Year 2037-2038 shall be 1,381 RECs, or 99.5% of 1,388 RECs, rounded down to the nearest whole REC. For avoidance of doubt, the sum of the Delivery Year Expected REC Quantity across fifteen (15) years may differ from the Designated System Contract Maximum REC Quantity. Surplus RECs and Drawdown Payments Example (All Prices and Quantities are Illustrative only) Once annually on or prior to December 2 following a Delivery Year (but only once three full Delivery Years have occurred after the start of a Delivery Term), the IPA shall review the performance of the REC Deliveries made during such Delivery Year and determine the amount of payment due. The calculations made annually are performed on a portfolio basis for all Designated Systems included in this Agreement across all Product Orders. The example provided below is for illustrative purposes only and has been simplified to facilitate the understanding of the calculations made. Delivery Year for which calculation is performed: June 1, 2025 through May 31, 2026 Step 1: Calculate the Delivery Year REC Performance Designated System ID Delivery Year 2023-2024 Delivery Year 2024-2025 Delivery Year 2025-2026 Delivery Year REC Performance 1000 135 133 128 132 RECs 1001 158 155 152 155 RECs 1002 000 000 000 188 RECs 1003 251 220 246 239 RECs
Appears in 1 contract
Samples: Credit Purchase and Sale Agreement
to Exhibit E. LETTER OF FULL TRANSFER Request for a Full Transfer of the below [Name of the Issuing Bank] referenced Standby Letter of Credit Date: Reference: (Issuing Bank’s Letter of Credit Number To: “Transferring Bank” (Advising Bank’s Reference Number, if applicable) We, the undersigned “First Beneficiary”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (“Credit”) in its entirety to: (Print Name and complete address of the Transferee) “Second Beneficiary” Advise through: (Print Name/address of the Second Beneficiary’s Bank, if known— if left blank, the Transferring Bank will select the advising bank) In accordance with UCP 600 Article 38 or ISP 98, Rule 6 regarding transfer of drawing rights (whichever set of rules the Credit is subject to), all rights of the undersigned First Beneficiary in such Credit are transferred to the Second Beneficiary. The Second Beneficiary shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned First Beneficiary. The original Credit, including amendments to this date, is attached and the undersigned First Beneficiary requests that you endorse an acknowledgment of this transfer on the reverse thereof. The undersigned First Beneficiary requests that you notify the Second Beneficiary of this Credit in such form and manner as you deem appropriate, and the terms and conditions of the Credit as transferred. Enclosed is remittance of $[ ]_in payment of your transfer commission and in addition thereto we agree to pay to you on demand any expenses which may be incurred by you in connection with this transfer. Transfer Commission Charges First Beneficiary represents and warrants to Transferring Bank that (i) our execution, delivery, and performance of this request to Transfer (a) are within our powers and have been duly authorized (b) constitute our legal, valid, binding and enforceable obligation (c) do not contravene any charter provision, by-law, resolution, contract, or other undertaking binding on or affecting us or any of our properties and (d) do not require any notice, filing or other action to, with, or by any governmental authority (ii) we have not presented any demand or request for payment or transfer under the Credit affecting the rights to be transferred, and (iii) the Second Beneficiary’s name and address are correct and complete and the transactions underlying the Credit and the requested Transfer do not violate applicable United States or other law, rule or regulation, including without limitation U.S. Foreign Asset Control regulations. In the event that we fail to remit to you, following your written demand, any funds paid to us despite the Transfer, we agree to reimburse you for your reasonable costs of collecting those funds from us. The Effective Date shall be the date hereafter on which Transferring Bank effects the requested transfer by acknowledging this request and giving notice thereof to Second Beneficiary. WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS TRANSFER. Sincerely Yours (Print Name of First Beneficiary) (Print Authorized Signers Signer’s Name and Title (Authorized Signature) (Print Second Authorized Signers Signer’s Name and Title, if required) (Second Authorized Signature, if required) (Telephone Number/Fax Number) SIGNATURE GUARANTEED Signature(s) with title(s) conform(s) with that/those on file with us for this individual, entity or company and signer(s) is/are authorized to execute this agreement (Print Name of Bank) (Address of Bank) (City, State, Zip Code) (Print Name and Title of Authorized Signer) (Authorized Signature Signature) (Telephone Number Number) (Date) , 201 20 Schedule 3 to Exhibit E LETTER OF FULL TRANSFER [TRANSFEROR] Re: IrrevocableStandby Irrevocable Standby LetterofCredit No._____ We request you to transfer all of our rights as beneficiary under the Letter of Credit referenced above to the Transferee, named below: Name of Transferee Address By this transfer all our rights as the transferor, including all rights to make drawings under the Letter of Credit, go to the transfereetransferee . The transferee shall have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. All amendments will be sent directly to the transferee without the necessity of consent by or notice to us. We enclose the original letter of credit and any amendments. Please indicate your acceptance of our request for the transfer by endorsing the letter of credit and sending it to the transferee with your customary notice of transfer.
Appears in 1 contract
Samples: Renewable Energy Credit Agreement
to Exhibit E. LETTER OF FULL TRANSFER Request for a Full Transfer of the below [Name of the Issuing Bank] referenced Standby Letter of Credit Date: Reference: (Issuing Bank’s Letter of Credit Number To: “Transferring Bank” (Advising Bank’s Reference Number, if applicable) We, the undersigned “First Beneficiary”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (“Credit”) in its entirety to: (Print Name and complete address of the Transferee) “Second Beneficiary” Advise through: (Print Name/address of the Second Beneficiary’s Bank, if known— if left blank, the Transferring Bank will select the advising bank) In accordance with UCP 600 Article 38 or ISP 98, Rule 6 regarding transfer of drawing rights (whichever set of rules the Credit is subject to), all rights of the undersigned First Beneficiary in such Credit are transferred to the Second Beneficiary. The Second Beneficiary shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned First Beneficiary. The original Credit, including amendments to this date, is attached and the undersigned First Beneficiary requests that you endorse an acknowledgment of this transfer on the reverse thereof. The undersigned First Beneficiary requests that you notify the Second Beneficiary of this Credit in such form and manner as you deem appropriate, and the terms and conditions of the Credit as transferred. Enclosed is remittance of $[ ]_in payment of your transfer commission and in addition thereto we agree to pay to you on demand any expenses which may be incurred by you in connection with this transfer. Transfer Commission Charges First Beneficiary represents and warrants to Transferring Bank that (i) our execution, delivery, and performance of this request to Transfer (a) are within our powers and have been duly authorized (b) constitute our legal, valid, binding and enforceable obligation (c) do not contravene any charter provision, by-law, resolution, contract, or other undertaking binding on or affecting us or any of our properties and (d) do not require any notice, filing or other action to, with, or by any governmental authority (ii) we have not presented any demand or request for payment or transfer under the Credit affecting the rights to be transferred, and (iii) the Second Beneficiary’s name and address are correct and complete and the transactions underlying the Credit and the requested Transfer do not violate applicable United States or other law, rule or regulation, including without limitation U.S. Foreign Asset Control regulations. In the event that we fail to remit to you, following your written demand, any funds paid to us despite the Transfer, we agree to reimburse you for your reasonable costs of collecting those funds from us. The Effective Date shall be the date hereafter on which Transferring Bank effects the requested transfer by acknowledging this request and giving notice thereof to Second Beneficiary. WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS TRANSFER. Sincerely Yours (Print Name of First Beneficiary) (Print Authorized Signers Name and Title (Authorized Signature) (Print Second Authorized Signers Name and Title, if required) (Second Authorized Signature, if required) (Telephone Number/Fax Number) SIGNATURE GUARANTEED Signature(s) with title(s) conform(s) with that/those on file with us for this individual, entity or company and signer(s) is/are authorized to execute this agreement (Print Name of Bank) (Address of Bank) (City, State, Zip Code) (Print Name and Title of Authorized Signer) (Authorized Signature Signature) (Telephone Number Number) (Date) , 201 Schedule 3 to Exhibit E , 201 LETTER OF FULL TRANSFER [TRANSFEROR] Re: IrrevocableStandby LetterofCredit Irrevocable Standby Letter of Credit No._____ . We request you to transfer all of our rights as beneficiary under the Letter of Credit referenced above to the Transferee, named below: Name of Transferee Address By this transfer all our rights as the transferortransferor , including all rights to make drawings under the Letter of Credit, go to the transfereetransferee . The transferee shall have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. All amendments will be sent directly to the transferee without the necessity of consent by or notice to us. We enclose the original letter of credit and any amendments. Please indicate your acceptance of our request for the transfer by endorsing the letter of credit and sending it to the transferee with your customary notice of transfer.
Appears in 1 contract
Samples: Purchase and Sale Agreement
to Exhibit E. LETTER OF FULL TRANSFER Request for a Full Transfer of the below [Name of the Issuing Bank] referenced Standby Letter of Credit Date: Reference: (Issuing Bank’s Letter of Credit Number To: “Transferring Bank” (Advising Bank’s Reference Number, if applicable) We, the undersigned “First Beneficiary”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (“Credit”) in its entirety to: (Print Name and complete address of the Transferee) “Second Beneficiary” Advise through: (Print Name/address of the Second Beneficiary’s Bank, if known— if left blank, the Transferring Bank will select the advising bank) In accordance with UCP 600 Article 38 or ISP 98, Rule 6 regarding transfer of drawing rights (whichever set of rules the Credit is subject to), all rights of the undersigned First Beneficiary in such Credit are transferred to the Second Beneficiary. The Second Beneficiary shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned First Beneficiary. The original Credit, including amendments to this date, is attached and the undersigned First Beneficiary requests that you endorse an acknowledgment of this transfer on the reverse thereof. The undersigned First Beneficiary requests that you notify the Second Beneficiary of this Credit in such form and manner as you deem appropriate, and the terms and conditions of the Credit as transferred. Enclosed is remittance of $[ ]_in payment of your transfer commission and in addition thereto we agree to pay to you on demand any expenses which may be incurred by you in connection with this transfer. Transfer Commission Charges First Beneficiary represents and warrants to Transferring Bank that (i) our execution, delivery, and performance of this request to Transfer (a) are within our powers and have been duly authorized (b) constitute our legal, valid, binding and enforceable obligation (c) do not contravene any charter provision, by-law, resolution, contract, or other undertaking binding on or affecting us or any of our properties and (d) do not require any notice, filing or other action to, with, or by any governmental authority (ii) we have not presented any demand or request for payment or transfer under the Credit affecting the rights to be transferred, and (iii) the Second Beneficiary’s name and address are correct and complete and the transactions underlying the Credit and the requested Transfer do not violate applicable United States or other law, rule or regulation, including without limitation U.S. Foreign Asset Control regulations. In the event that we fail to remit to you, following your written demand, any funds paid to us despite the Transfer, we agree to reimburse you for your reasonable costs of collecting those funds from us. The Effective Date shall be the date hereafter on which Transferring Bank effects the requested transfer by acknowledging this request and giving notice thereof to Second Beneficiary. WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS TRANSFER. Sincerely Yours (Print Name of First Beneficiary) (Print Authorized Signers Name and Title (Authorized Signature) (Print Second Authorized Signers Name and Title, if required) (Second Authorized Signature, if required) (Telephone Number/Fax Number) SIGNATURE GUARANTEED Signature(s) with title(s) conform(s) with that/those on file with us for this individual, entity or company and signer(s) is/are authorized to execute this agreement (Print Name of Bank) (Address of Bank) (City, State, Zip Code) (Print Name and Title of Authorized Signer) (Authorized Signature (Telephone Number (Date) , 201 Schedule 3 to Exhibit E LETTER OF FULL TRANSFER [TRANSFEROR] Re: IrrevocableStandby LetterofCredit No._____ We request you to transfer all of our rights as beneficiary under the Letter of Credit referenced above to the Transferee, named below: Name of Transferee Address By this transfer all our rights as the transferor, including all rights to make drawings under the Letter of Credit, go to the transferee. The transferee shall have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. All amendments will be sent directly to the transferee without the necessity of consent by or notice to us. We enclose the original letter of credit and any amendments. Please indicate your acceptance of our request for the transfer by endorsing the letter of credit and sending it to the transferee with your customary notice of transfer.
Appears in 1 contract
Samples: Credit Purchase and Sale Agreement
to Exhibit E. LETTER OF FULL TRANSFER Request for a Full Transfer of the below [Name of the Issuing Bank] referenced Standby Letter of Credit Date: Reference: (Issuing Bank’s Letter of Credit Number To: “Transferring Bank” (Advising Bank’s Reference Number, if applicable) We, the undersigned “First Beneficiary”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (“Credit”) in its entirety to: (Print Name and complete address of the Transferee) “Second Beneficiary” Advise through: (Print Name/address of the Second Beneficiary’s Bank, if known— if left blank, the Transferring Bank will select the advising bank) In accordance with UCP 600 Article 38 or ISP 98, Rule 6 regarding transfer of drawing rights (whichever set of rules the Credit is subject to), all rights of the undersigned First Beneficiary in such Credit are transferred to the Second Beneficiary. The Second Beneficiary shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned First Beneficiary. The original Credit, including amendments to this date, is attached and the undersigned First Beneficiary requests that you endorse an acknowledgment of this transfer on the reverse thereof. The undersigned First Beneficiary requests that you notify the Second Beneficiary of this Credit in such form and manner as you deem appropriate, and the terms and conditions of the Credit as transferred. Enclosed is remittance of $[ ]_in payment of your transfer commission and in addition thereto we agree to pay to you on demand any expenses which may be incurred by you in connection with this transfer. Transfer Commission Charges First Beneficiary represents and warrants to Transferring Bank that (i) our execution, delivery, and performance of this request to Transfer (a) are within our powers and have been duly authorized (b) constitute our legal, valid, binding and enforceable obligation (c) do not contravene any charter provision, by-law, resolution, contract, or other undertaking binding on or affecting us or any of our properties and (d) do not require any notice, filing or other action to, with, or by any governmental authority (ii) we have not presented any demand or request for payment or transfer under the Credit affecting the rights to be transferred, and (iii) the Second Beneficiary’s name and address are correct and complete and the transactions underlying the Credit and the requested Transfer do not violate applicable United States or other law, rule or regulation, including without limitation U.S. Foreign Asset Control regulations. In the event that we fail to remit to you, following your written demand, any funds paid to us despite the Transfer, we agree to reimburse you for your reasonable costs of collecting those funds from us. The Effective Date shall be the date hereafter on which Transferring Bank effects the requested transfer by acknowledging this request and giving notice thereof to Second Beneficiary. WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS TRANSFER. Sincerely Yours (Print Name of First Beneficiary) (Print Authorized Signers Name and Title (Authorized Signature) (Print Second Authorized Signers Name and Title, if required) (Second Authorized Signature, if required) (Telephone Number/Fax Number) SIGNATURE GUARANTEED Signature(s) with title(s) conform(s) with that/those on file with us for this individual, entity or company and signer(s) is/are authorized to execute this agreement (Print Name of Bank) (Address of Bank) (City, State, Zip Code) (Print Name and Title of Authorized Signer) (Authorized Signature (Telephone Number (Date) , 201 Schedule 3 to Exhibit E LETTER OF FULL TRANSFER [TRANSFEROR] Re: IrrevocableStandby LetterofCredit Irrevocable Standby Letter of Credit No._____ We request you to transfer all of our rights as beneficiary under the Letter of Credit referenced above to the Transferee, named below: Name of Transferee Address By this transfer all our rights as the transferor, including all rights to make drawings under the Letter of Credit, go to the transferee. The transferee shall have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. All amendments will be sent directly to the transferee without the necessity of consent by or notice to us. We enclose the original letter of credit and any amendments. Please indicate your acceptance of our request for the transfer by endorsing the letter of credit and sending it to the transferee with your customary notice of transfer.
Appears in 1 contract
Samples: Renewable Energy Credit Agreement
to Exhibit E. LETTER OF FULL TRANSFER Request for a Full Transfer of the below [Name of the Issuing Bank] referenced Standby Letter of Credit Date: Reference: (Issuing Bank’s Letter of Credit Number To: “Transferring Bank” (Advising Bank’s Reference Number, if applicable) We, the undersigned “First Beneficiary”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (“Credit”) in its entirety to: (Print Name and complete address of the Transferee) “Second Beneficiary” Advise through: (Print Name/address of the Second Beneficiary’s Bank, if known— if left blank, the Transferring Bank will select the advising bank) In accordance with UCP 600 Article 38 or ISP 98, Rule 6 regarding transfer of drawing rights (whichever set of rules the Credit is subject to), all rights of the undersigned First Beneficiary in such Credit are transferred to the Second Beneficiary. The Second Beneficiary shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned First Beneficiary. The original Credit, including amendments to this date, is attached and the undersigned First Beneficiary requests that you endorse an acknowledgment of this transfer on the reverse thereof. The undersigned First Beneficiary requests that you notify the Second Beneficiary of this Credit in such form and manner as you deem appropriate, and the terms and conditions of the Credit as transferred. Enclosed is remittance of $[ ]_in payment of your transfer commission and in addition thereto we agree to pay to you on demand any expenses which may be incurred by you in connection with this transfer. Transfer Commission Charges First Beneficiary represents and warrants to Transferring Bank that (i) our execution, delivery, and performance of this request to Transfer (a) are within our powers and have been duly authorized (b) constitute our legal, valid, binding and enforceable obligation (c) do not contravene any charter provision, by-law, resolution, contract, or other undertaking binding on or affecting us or any of our properties and (d) do not require any notice, filing or other action to, with, or by any governmental authority (ii) we have not presented any demand or request for payment or transfer under the Credit affecting the rights to be transferred, and (iii) the Second Beneficiary’s name and address are correct and complete and the transactions underlying the Credit and the requested Transfer do not violate applicable United States or other law, rule or regulation, including without limitation U.S. Foreign Asset Control regulations. In the event that we fail to remit to you, following your written demand, any funds paid to us despite the Transfer, we agree to reimburse you for your reasonable costs of collecting those funds from us. The Effective Date shall be the date hereafter on which Transferring Bank effects the requested transfer by acknowledging this request and giving notice thereof to Second Beneficiary. WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS TRANSFER. Sincerely Yours (Print Name of First Beneficiary) (Print Authorized Signers Name and Title (Authorized Signature) (Print Second Authorized Signers Name and Title, if required) (Second Authorized Signature, if required) (Telephone Number/Fax Number) SIGNATURE GUARANTEED Signature(s) with title(s) conform(s) with that/those on file with us for this individual, entity or company and signer(s) is/are authorized to execute this agreement (Print Name of Bank) (Address of Bank) (City, State, Zip Code) (Print Name and Title of Authorized Signer) (Authorized Signature Signature) (Telephone Number Number) (Date) , 201 Schedule 3 to Exhibit E , 201 LETTER OF FULL TRANSFER [TRANSFEROR] Re: IrrevocableStandby LetterofCredit Irrevocable Standby Letter of Credit No._____ . We request you to transfer all of our rights as beneficiary under the Letter of Credit referenced above to the Transferee, named below: Name of Transferee Address By this transfer all our rights as the transferor, including all rights to make drawings under the Letter of Credit, go to the transfereetransferee . The transferee shall have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. All amendments amendme nts will be sent directly to the transferee without the necessity of consent by or notice to us. We enclose the original letter of credit and any amendments. Please indicate your acceptance of our request for the transfer by endorsing the letter of credit and sending it to the transferee with your customary notice of transfer.
Appears in 1 contract
Samples: Purchase and Sale Agreement
to Exhibit E. LETTER OF FULL TRANSFER Request for a Full Transfer of the below [Name of the Issuing Bank] referenced Standby Letter of Credit Date: Reference: (Issuing Bank’s Letter of Credit Number To: “Transferring Bank” (Advising Bank’s Reference Number, if applicable) We, the undersigned “First Beneficiary”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (“Credit”) in its entirety to: (Print Name and complete address of the Transferee) “Second Beneficiary” Advise through: (Print Name/address of the Second Beneficiary’s Bank, if known— if left blank, the Transferring Bank will select the advising bank) In accordance with UCP 600 Article 38 or ISP 98, Rule 6 regarding transfer of drawing rights (whichever set of rules the Credit is subject to), all rights of the undersigned First Beneficiary in such Credit are transferred to the Second Beneficiary. The Second Beneficiary shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned First Beneficiary. The original Credit, including amendments to this date, is attached and the undersigned First Beneficiary requests that you endorse an acknowledgment of this transfer on the reverse thereof. The undersigned First Beneficiary requests that you notify the Second Beneficiary of this Credit in such form and manner as you deem appropriate, and the terms and conditions of the Credit as transferred. Enclosed is remittance of $[ ]_in payment of your transfer commission and in addition thereto we agree to pay to you on demand any expenses which may be incurred by you in connection with this transfer. Transfer Commission Charges First Beneficiary represents and warrants to Transferring Bank that (i) our execution, delivery, and performance of this request to Transfer (a) are within our powers and have been duly authorized (b) constitute our legal, valid, binding and enforceable obligation (c) do not contravene any charter provision, by-law, resolution, contract, or other undertaking binding on or affecting us or any of our properties and (d) do not require any notice, filing or other action to, with, or by any governmental authority (ii) we have not presented any demand or request for payment or transfer under the Credit affecting the rights to be transferred, and (iii) the Second Beneficiary’s name and address are correct and complete and the transactions underlying the Credit and the requested Transfer do not violate applicable United States or other law, rule or regulation, including without limitation U.S. Foreign Asset Control regulations. In the event that we fail to remit to you, following your written demand, any funds paid to us despite the Transfer, we agree to reimburse you for your reasonable costs of collecting those funds from us. The Effective Date shall be the date hereafter on which Transferring Bank effects the requested transfer by acknowledging this request and giving notice thereof to Second Beneficiary. WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS TRANSFER. Sincerely Yours (Print Name of First Beneficiary) (Print Authorized Signers Name and Title (Authorized Signature) (Print Second Authorized Signers Name and Title, if required) (Second Authorized Signature, if required) (Telephone Number/Fax Number) SIGNATURE GUARANTEED Signature(s) with title(s) conform(s) with that/those on file with us for this individual, entity or company and signer(s) is/are authorized to execute this agreement (Print Name of Bank) (Address of Bank) (City, State, Zip Code) (Print Name and Title of Authorized Signer) (Authorized Signature Signature) (Telephone Number Number) (Date) , 201 Schedule 3 to Exhibit E LETTER OF FULL TRANSFER [TRANSFEROR] Re: IrrevocableStandby Irrevocable Standby LetterofCredit No._____ We request you to transfer all of our rights as beneficiary under the Letter of Credit referenced above to the Transferee, named below: Name of Transferee Address By this transfer all our rights as the transferor, including all rights to make drawings under the Letter of Credit, go to the transfereetransferee . The transferee shall have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. All amendments will be sent directly to the transferee without the necessity of consent by or notice to us. We enclose the original letter of credit and any amendments. Please indicate your acceptance of our request for the transfer by endorsing the letter of credit and sending it to the transferee with your customary notice of transfer.
Appears in 1 contract
Samples: Renewable Energy Credit Agreement
to Exhibit E. LETTER OF FULL TRANSFER Request for a Full Transfer of the below [Name of the Issuing Bank] referenced Standby Letter of Credit Date: Reference: (Issuing Bank’s Letter of Credit Number To: “Transferring Bank” (Advising Bank’s Reference Number, if applicable) We, the undersigned “First Beneficiary”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (“Credit”) in its entirety to: (Print Name and complete address of the Transferee) “Second Beneficiary” Advise through: (Print Name/address of the Second Beneficiary’s Bank, if known— if left blank, the Transferring Bank will select the advising bank) In accordance with UCP 600 Article 38 or ISP 98, Rule 6 regarding transfer of drawing rights (whichever set of rules the Credit is subject to), all rights of the undersigned First Beneficiary in such Credit are transferred to the Second Beneficiary. The Second Beneficiary shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned First Beneficiary. The original Credit, including amendments to this date, is attached and the undersigned First Beneficiary requests that you endorse an acknowledgment of this transfer on the reverse thereof. The undersigned First Beneficiary requests that you notify the Second Beneficiary of this Credit in such form and manner as you deem appropriate, and the terms and conditions of the Credit as transferred. Enclosed is remittance of $[ ]_in payment of your transfer commission and in addition thereto we agree to pay to you on demand any expenses which may be incurred by you in connection with this transfer. Transfer Commission Charges First Beneficiary represents and warrants to Transferring Bank that (i) our execution, delivery, and performance of this request to Transfer (a) are within our powers and have been duly authorized (b) constitute our legal, valid, binding and enforceable obligation (c) do not contravene any charter provision, by-law, resolution, contract, or other undertaking binding on or affecting us or any of our properties and (d) do not require any notice, filing or other action to, with, or by any governmental authority (ii) we have not presented any demand or request for payment or transfer under the Credit affecting the rights to be transferred, and (iii) the Second Beneficiary’s name and address are correct and complete and the transactions underlying the Credit and the requested Transfer do not violate applicable United States or other law, rule or regulation, including without limitation U.S. Foreign Asset Control regulations. In the event that we fail to remit to you, following your written demand, any funds paid to us despite the Transfer, we agree to reimburse you for your reasonable costs of collecting those funds from us. The Effective Date shall be the date hereafter on which Transferring Bank effects the requested transfer by acknowledging this request and giving notice thereof to Second Beneficiary. WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS TRANSFER. Sincerely Yours (Print Name of First Beneficiary) (Print Authorized Signers Name and Title (Authorized Signature) (Print Second Authorized Signers Name and Title, if required) (Second Authorized Signature, if required) (Telephone Number/Fax Number) SIGNATURE GUARANTEED Signature(s) with title(s) conform(s) with that/those on file with us for this individual, entity or company and signer(s) is/are authorized to execute this agreement (Print Name of Bank) (Address of Bank) (City, State, Zip Code) (Print Name and Title of Authorized Signer) (Authorized Signature (Telephone Number (Date) , 201 Schedule 3 to Exhibit E LETTER OF FULL TRANSFER [TRANSFEROR] Re: IrrevocableStandby LetterofCredit Irrevocable Standby Letter of Credit No.. _____ We request you to transfer all of our rights as beneficiary under the Letter of Credit referenced above to the Transferee, named below: Name of Transferee Address By this transfer all our rights as the transferor, including all rights to make drawings under the Letter of Credit, go to the transferee. The transferee shall have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. All amendments will be sent directly to the transferee without the necessity of consent by or notice to us. We enclose the original letter of credit and any amendments. Please indicate your acceptance of our request for the transfer by endorsing the letter of credit and sending it to the transferee with your customary notice of transfer.
Appears in 1 contract
Samples: Renewable Energy Credit Agreement
to Exhibit E. LETTER OF FULL TRANSFER Request for a Full Transfer of the below [Name of the Issuing Bank] referenced Standby Letter of Credit Date: Reference: (Issuing Bank’s Letter of Credit Number To: “Transferring Bank” (Advising Bank’s Reference Number, if applicable) We, the undersigned “First Beneficiary”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (“Credit”) in its entirety to: (Print Name and complete address of the Transferee) “Second Beneficiary” Advise through: (Print Name/address of the Second Beneficiary’s Bank, if known— if left blank, the Transferring Bank will select the advising bank) In accordance with UCP 600 Article 38 or ISP 98, Rule 6 regarding transfer of drawing rights (whichever set of rules the Credit is subject to), all rights of the undersigned First Beneficiary in such Credit are transferred to the Second Beneficiary. The Second Beneficiary shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned First Beneficiary. The original Credit, including amendments to this date, is attached and the undersigned First Beneficiary requests that you endorse an acknowledgment of this transfer on the reverse thereof. The undersigned First Beneficiary requests that you notify the Second Beneficiary of this Credit in such form and manner as you deem appropriate, and the terms and conditions of the Credit as transferred. Enclosed is remittance of $[ [_____________]_in payment of your transfer commission and in addition thereto we agree to pay to you on demand any expenses which may be incurred by you in connection with this transfer. Transfer Commission Charges First Beneficiary represents and warrants to Transferring Bank that (i) our execution, delivery, and performance of this request to Transfer (a) are within our powers and have been duly authorized (b) constitute our legal, valid, binding and enforceable obligation (c) do not contravene any charter provision, by-law, resolution, contract, or other undertaking binding on or affecting us or any of our properties and (d) do not require any notice, filing or other action to, with, or by any governmental authority (ii) we have not presented any demand or request for payment or transfer under the Credit affecting the rights to be transferred, and (iii) the Second Beneficiary’s name and address are correct and complete and the transactions underlying the Credit and the requested Transfer do not violate applicable United States or other law, rule or regulation, including without limitation U.S. Foreign Asset Control regulations. In the event that we fail to remit to you, following your written demand, any funds paid to us despite the Transfer, we agree to reimburse you for your reasonable costs of collecting those funds from us. The Effective Date shall be the date hereafter on which Transferring Bank effects the requested transfer by acknowledging this request and giving notice thereof to Second Beneficiary. WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS TRANSFER. Sincerely Yours (Print Name of First Beneficiary) (Print Authorized Signers Name and Title (Authorized Signature) (Print Second Authorized Signers Name and Title, if required) (Second Authorized Signature, if required) (Telephone Number/Fax Number) SIGNATURE GUARANTEED Signature(s) with title(s) conform(s) with that/those on file with us for this individual, entity or company and signer(s) is/are authorized to execute this agreement (Print Name of Bank) (Address of Bank) (City, State, Zip Code) (Print Name and Title of Authorized Signer) (Authorized Signature Signature) (Telephone Number Number) (Date) , 201 Schedule 3 to Exhibit E LETTER OF FULL TRANSFER ____________, 201__ [TRANSFEROR] Re: IrrevocableStandby LetterofCredit Irrevocable Standby Letter of Credit No.. _____ We request you to transfer all of our rights as beneficiary under the Letter of Credit referenced above to the Transferee, named below: Name of Transferee Transferee_________________________ Address __________________________________ __________________________________ By this transfer all our rights as the transferor, including all rights to make drawings under the Letter of Credit, go to the transferee. The transferee shall have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. All amendments will be sent directly to the transferee without the necessity of consent by or notice to us. We enclose the original letter of credit and any amendments. Please indicate your acceptance of our request for the transfer by endorsing the letter of credit and sending it to the transferee with your customary notice of transfer. The signature and title at the right conform with those shown in our files as authorized to sign for the beneficiary. Policies governing signature authorization as required for withdrawals from customer accounts shall also be applied to the authorization of signatures on this form. The authorization of the Beneficiary's signature and title on this form also acts to certify that the authorizing financial institution (i) is regulated by a U.S. federal banking agency; (ii) has implemented anti-money laundering policies and procedures that comply with applicable requirements of law, including a Customer Identification Program (CIP) in accordance with Section 326 of the USA PATRIOT Act; (iii) has approved the Beneficiary under its anti-money laundering compliance program; and (iv) acknowledges that [the Transferor] is relying on the foregoing certifications pursuant to 31 C.F.R. Section 103.121 (b)(6)." NAME OF BANK AUTHORIZED SIGNATURE AND TITLE PHONE NUMBER NAME OF TRANSFEROR_______________________ NAME OF AUTHORIZED SIGNER AND TITLE__________________________ AUTHORIZED SIGNATURE____________________________ EXHIBIT F Examples Exhibit F-1 Delivery Schedule Example Date of Energization February 1, 2021 Contract Nameplate Capacity 1.000 MW System Type Fixed-mount System Contract Capacity Factor 16.42 % Year-1 Capacity Factor 17.00% Annual Degradation Factor 0.5% Delivery Year Delivery Year Expected REC Quantity (RECs) 2020-2021 1,489 2021-2022 1,481 2022-2023 1,474 2023-2024 1,467 2024-2025 1,459 2025-2026 1,452 2026-2027 1,445 2027-2028 1,437 2028-2029 1,430 2029-2030 1,423 2030-2031 1,416 2031-2032 1,409 2032-2033 1,402 2033-2034 1,395 2034-2035 1,388 Subsequent Delivery Years 99.5% of the Delivery Year Expected REC Quantity calculated for the prior Delivery Year, rounded down Designated System Contract Maximum REC Quantity = 1 MW x 16.42% x 8,760 hours x 15 years (rounded down) = 21,575 RECs Notes: For avoidance of doubt, the delivery schedule shall be calculated at the time of Energization and not at the time of the start of the Delivery Term. The first Delivery Year shall be the Delivery Year for which the Energization occurred. For example, if the Designated System is Energized on February 1, 2021, then the first Delivery Year shall be for the period starting June 1, 2020 through May 31, 2021. If the Delivery Term for a Designated System extends beyond the Delivery Years for which a Delivery Year Expected REC Quantity is provided above, then each subsequent Delivery Year Expected REC Quantity shall be 99.5% of the prior Delivery Year Expected REC Quantity for such Designated System. The Designated System Contract Maximum REC Quantity may be updated using a revised Contract Nameplate Capacity pursuant to Section 2.6 or may be updated using a revised Contract Nameplate Capacity and/or Contract Capacity Factor pursuant to Section 4.2(f), and such revised Contract Nameplate Capacity and/or Contract Capacity Factor shall be deemed to have prevailed at the time of Energization for purposes of calculating the Delivery Year Expected REC Quantities. Any updates to the Delivery Year Expected REC Quantities shall not excuse any drawdowns that have occurred prior to the update. Exhibit F-2 Surplus RECs and Drawdown Payments Example (All Prices and Quantities are Illustrative only) Once annually on or prior to November 15 following a Delivery Year (but only once three full Delivery Years have occurred after the start of a Delivery Term), the IPA shall review the performance of the REC Deliveries made during such Delivery Year and determine the amount of payment due. The calculations made annually are performed on a portfolio basis for all Designated Systems included in this Agreement across all Product Orders. The example provided below is for illustrative purposes only and has been simplified to facilitate the understanding of the calculations made. Delivery Year for which calculation is performed: June 1, 2023 through May 31, 2024 Step 1: Calculate the Delivery Year REC Performance Designated System ID Delivery Year 2021-2022 Delivery Year 2022-2023 Delivery Year 2023-2024 Delivery Year REC Performance 1000 135 133 128 132 RECs 1001 158 155 152 155 RECs 1002 000 000 000 188 RECs 1003 251 220 246 239 RECs
Appears in 1 contract
Samples: Purchase and Sale Agreement
