Note to Form. Only to include if Collateral Agent is delivering the Accounts Withdrawal Certificate pursuant to Section 3.03(b)(ii)(A) of the Depositary Agreement. Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ MUFG Union Bank, N.A. as Collateral Agent ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Institutional Agency Services Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ With a copy to: ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ RE: AVANGRID VINEYARD WIND, LLC] Ladies and Gentlemen: 1. This Accounts Withdrawal Certificate is delivered to you pursuant to Section 3.03 of that certain Depositary Agreement dated as of [ ] (as amended, modified or supplemented from time to time, the “Depositary Agreement”), among Avangrid Vineyard Wind, LLC a Delaware limited liability company (the “Borrower”), Banco Santander, S.A., New York Branch, in its capacity as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), MUFG Union Bank, N.A., in its capacity as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), and JPMorgan Chase Bank, N.A., in its capacity as depositary bank (in such capacity, together with its successors in such capacity, the “Depositary Bank”). All capitalized terms used herein shall have the respective meanings specified in the Depositary Agreement unless otherwise defined herein or unless the context requires otherwise. 2. This Accounts Withdrawal Certificate is being delivered in connection with a proposed withdrawal and/or transfer under the Depositary Agreement on [INSERT DATE AT LEAST 3 BUSINESS DAYS (BUT NO MORE THAN 10 BUSINESS DAYS) AFTER THE DATE OF CERTIFICATE] (the “Proposed Transfer Date”). 3. With respect to the information in this Accounts Withdrawal Certificate, the Borrower has made such examination or investigation as was reasonably necessary to enable the Borrower to express an informed opinion as to the accuracy of such information.
Appears in 1 contract
Sources: Term Loan Agreement
Note to Form. Only To be included if the Acceptable Letter of Credit is credited to include if Collateral Agent is delivering the Accounts Withdrawal Certificate pursuant to Section 3.03(b)(ii)(A) of Completion Reserve Account (as defined in the Depositary Agreement) (“Option 2”). Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ MUFG Union BankAt the request of and for the account of [insert name, N.A. entity type and jurisdiction of formation of account party]3 (the “Applicant”), we hereby establish in your favor our Irrevocable Letter of Credit No. (this “Letter of Credit”) whereby, subject to the terms and conditions contained herein, you are hereby irrevocably authorized to draw on us, [at the office of our servicer noted below [insert if applicable]], by your draft or drafts at sight, an aggregate amount not to exceed [amount TBD] Dollars ($XX) (such amount, as it may be reduced or increased in accordance with the terms hereof, the “Stated Amount” hereof). We are informed by the Applicant that this Letter of Credit is being issued in your favor as beneficiary and in your capacity as [collateral agent (the “Collateral Agent ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Institutional Agency Services Telephone: Agent”) for the benefit of the Secured Parties (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: as defined in the Credit Agreement referred to below)]4[as borrower (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ With a copy to: ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ RE: AVANGRID VINEYARD WIND, LLC] Ladies and Gentlemen:
1. This Accounts Withdrawal Certificate is delivered to you pursuant to Section 3.03 of the “Borrower”)]5 in connection with [(i)]6 that certain Depositary Agreement Credit Agreement, dated as of [ ] September 15, 2021 (as amended, amended and restated, supplemented or otherwise modified or supplemented from time to time, the “Depositary Credit Agreement”), among Avangrid [Vineyard WindWind 1 LLC, LLC a Delaware limited liability company organized under the laws of Delaware, as borrower (the “Borrower”)Borrower”)]7[Borrower]8, the lenders and issuing lenders party thereto from time to time, Banco Santander, S.A., New York Branch, in its capacity as administrative agent for the lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”), MUFG [the Collateral Agent]9[MUFG Union Bank, N.A., in its capacity as collateral agent for the secured parties (in such capacity, together with its successors in such capacity, the “Collateral AgentAgent”)]10, and the other persons party thereto from time to time [and (ii) that certain Depositary Agreement, dated as of September 15, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Depositary Agreement”), among Borrower, Administrative Agent, Collateral Agent and JPMorgan Chase Bank, N.A., in its capacity as depositary bank bank]11. This Letter of Credit shall be effective immediately and shall expire on the Expiration Date (as hereinafter defined). Partial and multiple drawings on this Letter of Credit are permitted. You may draw upon this Letter of Credit at any time on or prior to the Expiration Date by presenting to our office at [ ] (a) a sight draft in the form of Exhibit A (a “Sight Draft”) attached hereto, completed in accordance with the instructions contained in such capacityExhibit A and executed by an authorized officer, together (b) a certificate in the form of Exhibit B attached hereto, completed in accordance with its successors the instructions contained in such capacityExhibit B and executed by an authorized officer and (c) the original Letter of Credit, the including all amendments (other than partial draws for which a photocopy of such original letter of credit and amendments may be presented). Drawings may also be presented to us by facsimile transmission to facsimile number [ ] (each such drawing, a “Depositary BankFax Drawing”). All capitalized terms used herein shall have the respective meanings specified in the Depositary Agreement unless otherwise defined herein or unless the context requires otherwise.
2. This Accounts Withdrawal Certificate is being delivered in connection with ; provided, however, that a proposed withdrawal and/or transfer under the Depositary Agreement on [INSERT DATE AT LEAST 3 BUSINESS DAYS (BUT NO MORE THAN 10 BUSINESS DAYS) AFTER THE DATE OF CERTIFICATE] (the “Proposed Transfer Date”).
3. With respect to the information in this Accounts Withdrawal Certificate, the Borrower has made such examination or investigation as was reasonably necessary to enable the Borrower to express an informed opinion as to the accuracy Fax Drawing will not be effectively presented until you confirm by telephone our receipt of such informationFax Drawing by 3 Note to Form: No Loan Party or Subsidiary thereof shall be the account party.
Appears in 1 contract
Sources: Credit Agreement (Avangrid, Inc.)
Note to Form. Only This sentence will be included only for Warrants issued to include if Collateral Agent NEA, EcoR1, Sphera and any Purchasers affiliated therewith. FOR VALUE RECEIVED, «Holder» (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of Achaogen, Inc., a Delaware corporation (the “Company”), covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is delivering in compliance with Section 8 of the Accounts Withdrawal Certificate pursuant to Section 3.03(b)(ii)(AWarrant and applicable federal and state securities laws: Number of shares: Dated: Signature: The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Depositary Agreement. Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ MUFG Union BankSecurities Act of 1933, N.A. as Collateral Agent ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Institutional Agency Services Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ With a copy to: ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ RE: AVANGRID VINEYARD WIND, LLC] Ladies and Gentlemen:
1. This Accounts Withdrawal Certificate is delivered to you pursuant to Section 3.03 of that certain Depositary Agreement dated as of [ ] (as amended, modified or supplemented from time and agrees to timebe bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof. Signature: By: Its: Address: To: Achaogen, Inc. This Purchaser Questionnaire (“Questionnaire”) must be completed by each potential investor in connection with the offer and sale of the shares of the common stock, par value $0.001 per share, and shares of common stock that may be issued upon exercise of certain warrants (collectively, the “Depositary AgreementSecurities”), among Avangrid Vineyard Windof Achaogen, LLC Inc., a Delaware limited liability company corporation (the “BorrowerCorporation”). The Securities are being offered and sold by the Corporation without registration under the Securities Act of 1933, Banco Santander, S.A., New York Branch, in its capacity as administrative agent amended (in such capacity, together with its successors in such capacity, the “Administrative Agent”), MUFG Union Bank, N.A., in its capacity as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral AgentSecurities Act”), and JPMorgan Chase Bank, N.A.the securities laws of certain states, in its capacity reliance on the exemptions contained in Section 4(a)(2) of the Securities Act and on Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Corporation must determine that a potential investor meets certain suitability requirements before offering or selling the Securities to such investor. The purpose of this Questionnaire is to assure the Corporation that each investor will meet the applicable suitability requirements. The information supplied by you will be used in determining whether you meet such criteria, and reliance upon the private offering exemptions from registration is based in part on the information herein supplied. This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy any security. By signing this Questionnaire, you will be authorizing the Corporation to provide a completed copy of this Questionnaire to such parties as depositary bank (the Corporation deems appropriate in such capacity, together with its successors order to ensure that the offer and sale of the Securities will not result in such capacity, a violation of the “Depositary Bank”)Securities Act or the securities laws of any state and that you otherwise satisfy the suitability standards applicable to purchasers of the Securities. All capitalized terms used herein shall have the respective meanings specified in the Depositary Agreement unless otherwise defined herein potential investors must answer all applicable questions and complete, date and sign this Questionnaire. Please print or unless the context requires otherwise.
2. This Accounts Withdrawal Certificate is being delivered in connection with a proposed withdrawal and/or transfer under the Depositary Agreement on [INSERT DATE AT LEAST 3 BUSINESS DAYS (BUT NO MORE THAN 10 BUSINESS DAYS) AFTER THE DATE OF CERTIFICATE] (the “Proposed Transfer Date”).
3. With respect to the information in this Accounts Withdrawal Certificate, the Borrower has made such examination or investigation as was reasonably type your responses and attach additional sheets of paper if necessary to enable the Borrower complete your answers to express an informed opinion as to the accuracy of such informationany item.
Appears in 1 contract
Note to Form. Only Applicable to include if Collateral Agent is delivering the Accounts Withdrawal Certificate transfers pursuant to Section 3.03(b)(ii)(A5.17(f) of the Depositary Credit Agreement. Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ Attention: ▇▇▇▇US-DOCS\126271258.5 Notice of Default No. [ ] ,20 JPMorgan Chase Bank, N.A. as Depositary Bank Escrow Services ▇▇▇ ▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ MUFG Union Bank, N.A. as Collateral Agent ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Institutional Agency Services ▇▇▇▇▇▇▇ ▇▇▇▇/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile/ (▇▇▇)-▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ With a copy to: Avangrid Vineyard Wind, LLC ▇▇▇▇ ▇▇ ▇▇▇▇▇.▇ ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇., ▇▇▇ RE▇▇▇ Portland, OR 97209 Attention: AVANGRID VINEYARD WINDGeneral Counsel Re: Avangrid Vineyard Wind, LLC] LLC Ladies and Gentlemen:
1. This Accounts Withdrawal Certificate : Reference is delivered made to you pursuant to Section 3.03 of that certain Depositary Agreement dated as of [ ] (as amended, modified or supplemented from time to time, the “Depositary Agreement”), among Avangrid Vineyard Wind, LLC LLC], a Delaware limited liability company (the “Borrower”), Banco Santander, S.A., New York Branch, in its capacity as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), MUFG Union Bank, N.A., in its capacity as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), and JPMorgan Chase Bank, N.A., in its capacity as depositary bank (in such capacity, together with its successors in such capacity, the “Depositary Bank”). All capitalized terms used herein shall have the respective meanings specified in the Depositary Agreement unless otherwise defined herein or unless the context requires otherwise. Pursuant to Section 3.04 of the Depositary Agreement, we hereby give you notice that an Event of Default has occurred [and is continuing] as follows: [INSERT DESCRIPTION OF DEFAULT UNDER THE CREDIT AGREEMENT]. You are hereby instructed not to release, withdraw, distribute, transfer or otherwise make available any funds in or from any of the Accounts effective by the end of the second Business Day from the date of this Notice of Default (provided that the Depositary Agent shall use commercially reasonable efforts to establish a block on the Accounts within forty eight (48) hours following receipt of this Notice of Default) and until you shall have received notice from the Borrower (countersigned by the Administrative Agent and with a copy to the Collateral Agent) that the Event of Default no longer exists due to it having been waived, cured or is no longer existing or having been deemed waived, in accordance with the terms of the Credit Agreement (the “Default Period”). [You are hereby further instructed [to][not to]: [INSERT ANY FURTHER INSTRUCTIONS] during the Default Period.]1 Very truly yours, By: Name: Title: Acknowledged by: as Administrative Agent By: Name: Title: 1 Note to Form: To be included if Collateral Agent is instructing Depositary Bank to take or refrain from taking any other action(s). ,20 JPMorgan Chase Bank, N.A. as Depositary Bank Escrow Services ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ / (▇▇▇)-▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇.
2▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ With copy to: MUFG Union Bank, N.A., as Collateral Agent ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Institutional Agency Services Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ with a copy to: ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ Avangrid Vineyard Wind, LLC ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇ Portland, OR 97209 Attention: General Counsel Re: Avangrid Vineyard Wind, LLC Ladies and Gentlemen: amended, modified or supplemented from time to time, the “Depositary Agreement”), among Avangrid Vineyard Wind, LLC a Delaware limited liability company (the “Borrower”), Banco Santander, S.A., New York Branch, in its capacity as administrative agent (in such capacity, Exhibit D to Depositary Agreement together with its successors in such capacity, the “Administrative Agent”), MUFG Union Bank, N.A., in its capacity as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), and JPMorgan Chase Bank, N.A., in its capacity as depositary bank (in such capacity, together with its successors in such capacity, the “Depositary Bank”). All capitalized terms used herein shall have the respective meanings specified in the Depositary Agreement unless otherwise defined herein or unless the context requires otherwise. Reference is further made to that certain Notice of Default No. [ ], dated as of [ ], issued to you by the Collateral Agent (the “Notice of Default”). Pursuant to Section 3.04 of the Depositary Agreement, we hereby give you notice (the “Default Revocation Notice”) that the Event of Default referenced in the Notice of Default no longer exists as of [ ], due to it having been waived, cured, or no longer existing, or having been deemed waived, in accordance with the terms of the Credit Agreement. This Accounts Withdrawal Certificate Default Revocation Notice terminates the Notice of Default and all instructions therein, effective by the end of the second Business Day from the date of this Default Revocation Notice. Notwithstanding any previous instructions to you, you are hereby instructed to accept and comply with all future instructions provided under and in accordance with the Depositary Agreement. Very truly yours, By: Name: Title: By: Name: Title: Acknowledged by: as Administrative Agent By: Name: Title: US-DOCS\126271258.5 APPLICANT: [ ] Attention: [ ] Facsimile: [ ] BENEFICIARY MUFG Union Bank, N.A., as Collateral Agent under the Credit Agreement referred to below ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ New York, NY 10020 Attention: Institutional Agency Services Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ With a copy to: ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ Dear Sir / Madam: At the request of and for the account of [insert name, entity type and jurisdiction of formation of account party]1 (the “Applicant”), we hereby establish in your favor our Irrevocable Letter of Credit No. (this “Letter of Credit”) whereby, subject to the terms and conditions contained herein, you are hereby irrevocably authorized to draw on us, [at the office of our servicer noted below [insert if applicable]], by your draft or drafts at sight, an aggregate amount not to exceed [amount TBD] Dollars ($XX) (such amount, as it may be reduced or increased in accordance with the terms hereof, the “Stated Amount” hereof). We are informed by the Applicant that this Letter of Credit is being delivered issued in your favor as beneficiary 1 Note to Form: No Loan Party or Subsidiary thereof shall be the account party. and in your capacity as collateral agent (the “Collateral Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below) in connection with (i) that certain Credit Agreement, dated as of September 15, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Avangrid Vineyard Wind, LLC, a proposed withdrawal and/or transfer limited liability company organized under the Depositary Agreement on [INSERT DATE AT LEAST 3 BUSINESS DAYS (BUT NO MORE THAN 10 BUSINESS DAYS) AFTER THE DATE OF CERTIFICATE] laws of Delaware, as borrower (the “Proposed Transfer Borrower”), the lenders and issuing lenders party thereto from time to time, Banco Santander, S.A., New York Branch, as administrative agent for the lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”), the Collateral Agent, and the other persons party thereto from time to time and (ii) that certain Depositary Agreement, dated as of [ ], 20[ ] (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Depositary Agreement”), among Borrower, Administrative Agent, Collateral Agent and JPMorgan Chase Bank, N.A., as depositary bank. This Letter of Credit shall be effective immediately and shall expire on the Expiration Date (as hereinafter defined). Partial and multiple drawings on this Letter of Credit are permitted. You may draw upon this Letter of Credit at any time on or prior to the Expiration Date by presenting to our office at [ ] (a) a sight draft in the form of Exhibit A (a “Sight Draft”) attached hereto, completed in accordance with the instructions contained in such Exhibit A and executed by an authorized officer, (b) a certificate in the form of Exhibit B attached hereto, completed in accordance with the instructions contained in such Exhibit B and executed by an authorized officer and (c) the original Letter of Credit, including all amendments (other than partial draws for which a photocopy of such original letter of credit and amendments may be presented). Drawings may also be presented to us by facsimile transmission to facsimile number [ ] (each such drawing, a “Fax Drawing”); provided, however, that a Fax Drawing will not be effectively presented until you confirm by telephone our receipt of such Fax Drawing by calling us at telephone number [insert number]. If you present a Fax Drawing under this Letter of Credit you do not need to present the original of any drawing documents, and if we receive any such original drawing documents they will not be examined by us. In the event of a full or final drawing the original Letter of Credit must be returned to us by overnight courier. This Letter of Credit is transferable from time to time, only to a single transferee that has succeeded to the Beneficiary's rights and obligations as Collateral Agent under the Credit Agreement to which the Beneficiary is a party in accordance with the provisions thereof, and only in the full amount available to be drawn under the Letter of Credit at the time of such transfer. Such transfer may be effected only upon presentation to us at our presentation office specified herein of a duly executed transfer request in the form attached hereto as Exhibit C, with instructions therein in brackets complied with, together with the original of this Letter of Credit and any amendment thereto and payment of our transfer fee. Such transfer shall be evidenced by our endorsement on the reverse of the original of this Letter of Credit, and we shall deliver such original to the transferee. The transferee’s name shall be automatically substituted for that of the Beneficiary wherever such Beneficiary’s name appears within this Letter of Credit. All charges in connection with the transfer of this Letter of Credit are for the Applicant’s account. This Letter of Credit may be transferred to successive transferees subject to the terms of this paragraph. WE ARE SUBJECT TO VARIOUS LAWS, REGULATIONS AND EXECUTIVE AND JUDICIAL ORDERS (INCLUDING ECONOMIC SANCTIONS, EMBARGOES, ANTI-BOYCOTT, ANTI-MONEY LAUNDERING, ANTI-TERRORISM, AND ANTI-DRUG TRAFFICKING LAWS AND REGULATIONS) OF THE U.S. AND OTHER COUNTRIES THAT ARE ENFORCEABLE UNDER APPLICABLE LAW. WE WILL NOT BE LIABLE FOR OUR FAILURE TO MAKE, OR OUR DELAY IN MAKING, PAYMENT UNDER THIS LETTER OF CREDIT OR FOR ANY OTHER ACTION WE TAKE OR DO NOT TAKE, OR ANY DISCLOSURE WE MAKE, UNDER OR IN CONNECTION WITH THIS LETTER OF CREDIT (INCLUDING, WITHOUT LIMITATION, ANY REFUSAL TO TRANSFER THIS LETTER OF CREDIT) THAT IS REQUIRED BY SUCH LAWS, REGULATIONS, OR ORDERS. The Stated Amount shall be reduced (i) by the amount of any drawing hereunder or (ii) upon our receipt of a notice from you, in the form of Exhibit D attached hereto (a “Reduction Notice”) by an amount in Dollars equal to the amount of Dollars stated in each such notice (each such amount being a “Reduction Amount”) and the Stated Amount on any date shall be automatically and permanently decreased by the sum of any Reduction Amounts as evidenced by such Reduction Notice. Sight Drafts and all communications with respect to this Letter of Credit shall be in writing, addressed or presented in person to us at [ ], Attention: [ ], referencing this Letter of Credit No. . We hereby agree that any Sight Draft drawn under and in compliance with the terms of this Letter of Credit shall be duly honored by us upon delivery of the above- specified certificates, if presented on or before our close of business on the Expiration Date. Provided that a drawing and the documents presented in connection therewith conform to the terms and conditions hereof, payment shall be made to you of the amount specified in the applicable Sight Draft, not to exceed the Stated Amount, in immediately available funds, on or before the business day after presentation of the Sight Draft, certificate and original Letter of Credit (or electronic transmission of such documents as provided herein). As used herein, “business day” shall mean any day other than a Saturday, Sunday or day on which commercial banks in New York, New York are authorized or required by law to remain closed. If any drawing or drawings presented in connection therewith does not conform to the terms and conditions hereof, we will advise you of the same by electronic transmission the next business day and give the reasons for such non-compliance and that the bank is holding the documents at your disposal or return the same to you, as the bank may elect. Upon being notified that the demand was not effected in conformity with this Letter of Credit, you may attempt to correct any such non-conforming demand for payment if, and to the extent that you are entitled and able to do so on or before the Expiration Date. This Letter of Credit shall expire on [enter date that is at least one year following date of issuance]; provided that this Letter of Credit shall be deemed automatically extended without amendment for one year from the current Expiration Date hereof and each successive expiration date (such date of expiration, as extended, the “Expiration Date”), unless at least sixty (60) days prior to any Expiration Date we [or our servicer [insert if applicable]] shall send you written notice by overnight courier at your above address, with a copy to the Administrative Agent at Banco Santander, S.A., New York Branch, ▇▇ ▇. ▇▇▇▇ ▇▇.
3, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, that we elect not to consider this Letter of Credit extended for any such additional period; provided, further, that this Letter of Credit shall terminate no later than the current Expiration Date. With In the event you are so notified, you shall have the right to draw upon the full available amount of this Letter of Credit within thirty (30) days prior to the Expiration Date, upon presentation of a Sight Draft in the form of Exhibit A. We shall terminate this Letter of Credit, prior to the Expiration Date, upon receipt of written certification from you in the form of Exhibit E attached hereto, accompanied by the original letter of credit. All banking charges are for the account of the Applicant. This Letter of Credit sets forth in full the terms of our undertaking. Reference in this Letter of Credit to other documents or instruments is for identification purposes only and such reference shall not modify, amend, amplify, limit or affect the terms hereof or cause such documents or instruments to be deemed incorporated herein. Except as set forth herein, this Letter of Credit may not be amended, changed or modified without our express written consent and the consent of the Beneficiary. This Standby Letter of Credit is issued subject to the International Standby Practices 1998 (ISP98), International Chamber of Commerce Publication No. 590 and as to matters not governed by ISP98, this Standby Letter of Credit shall be governed by and construed in accordance with the laws of the State of New York. We irrevocably agree with you that any legal action or proceeding with respect to this Letter of Credit shall be brought in the information courts of the State of New York in this Accounts Withdrawal Certificate, the Borrower has made such examination County of New York or investigation as was reasonably necessary to enable of the Borrower to express an informed opinion as United States of America in the Southern District of New York. You and we irrevocably submit to the accuracy nonexclusive jurisdiction of such information.courts solely for the purposes of this Letter of Credit. You and we hereby waive to the fullest extent permitted by law any objection either of us may now or hereafter have to the laying of venue in any such action or proceeding in any such court. Only you may draw upon this Letter of Credit. Upon the payment to you or your account of the full aggregate Stated Amount specified herein or upon the occurrence of the Expiration Date or earlier termination hereof, we shall be fully discharged of our obligations under this Letter of Credit. Except as set forth herein, this Letter of Credit may not be amended, changed or modified without our express written consent and the consent of the Beneficiary. US-DOCS\126239918.5 Very truly yo
Appears in 1 contract
Sources: Term Loan Agreement
Note to Form. Only Applicable to include if Collateral Agent is delivering the Accounts Withdrawal Certificate transfers pursuant to Section 3.03(b)(ii)(A5.17(f) of the Depositary Credit Agreement. Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ Attention: ▇▇▇▇US-DOCS\126271258.5 Notice of Default No. [ ] ,20__ JPMorgan Chase Bank, N.A. as Depositary Bank Escrow Services ▇▇▇ ▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ MUFG Union Bank, N.A. as Collateral Agent ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Institutional Agency Services ▇▇▇▇▇▇▇ ▇▇▇▇/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile/ (▇▇▇)-▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ EmailWith a copy to: Avangrid Vineyard Wind, LLC ▇▇▇▇ ▇▇ ▇▇▇▇@▇ ▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇.▇, ▇▇ With a copy to: ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ REAttention: AVANGRID VINEYARD WINDGeneral Counsel Re: Avangrid Vineyard Wind, LLC] LLC Ladies and Gentlemen:
1. This Accounts Withdrawal Certificate : Reference is delivered made to you pursuant to Section 3.03 of that certain Depositary Agreement dated as of [ ] (as amended, modified or supplemented from time to time, the “Depositary Agreement”), among Avangrid Vineyard Wind, LLC LLC], a Delaware limited liability company (the “Borrower”), Banco Santander, S.A., New York Branch, in its capacity as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), MUFG Union Bank, N.A., in its capacity as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), and JPMorgan Chase Bank, N.A., in its capacity as depositary bank (in such capacity, together with its successors in such capacity, the “Depositary Bank”). All capitalized terms used herein shall have the respective meanings specified in the Depositary Agreement unless otherwise defined herein or unless the context requires otherwise. Pursuant to Section 3.04 of the Depositary Agreement, we hereby give you notice that an Event of Default has occurred [and is continuing] as follows: [INSERT DESCRIPTION OF DEFAULT UNDER THE CREDIT AGREEMENT]. You are hereby instructed not to release, withdraw, distribute, transfer or otherwise make available any funds in or from any of the Accounts effective by the end of the second Business Day from the date of this Notice of Default (provided that the Depositary Agent shall use commercially reasonable efforts to establish a block on the Accounts within forty eight (48) hours following receipt of this Notice of Default) and until you shall have received notice from the Borrower (countersigned by the Administrative Agent and with a copy to the Collateral Agent) that the Event of Default no longer exists due to it having been waived, cured or is no longer existing or having been deemed waived, in accordance with the terms of the Credit Agreement (the “Default Period”). [You are hereby further instructed [to][not to]: [INSERT ANY FURTHER INSTRUCTIONS] during the Default Period.]1 Very truly yours, MUFG UNION BANK, N.A., as Collateral Agent By: Name: Title: Acknowledged by: as Administrative Agent By: Name: Title: 1 Note to Form: To be included if Collateral Agent is instructing Depositary Bank to take or refrain from taking any other action(s). ,20 JPMorgan Chase Bank, N.A. as Depositary Bank Escrow Services ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ / (▇▇▇)-▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ With copy to: MUFG Union Bank, N.A., as Collateral Agent ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Institutional Agency Services Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ with a copy to: ▇▇▇▇▇▇.
2▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ Avangrid Vineyard Wind, LLC ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: General Counsel Re: Avangrid Vineyard Wind, LLC Ladies and Gentlemen: Reference is made to that certain Depositary Agreement dated as of [ ] (as amended, modified or supplemented from time to time, the “Depositary Agreement”), among Avangrid Vineyard Wind, LLC a Delaware limited liability company (the “Borrower”), Banco Santander, S.A., New York Branch, in its capacity as administrative agent (in such capacity, Exhibit D to Depositary Agreement together with its successors in such capacity, the “Administrative Agent”), MUFG Union Bank, N.A., in its capacity as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), and JPMorgan Chase Bank, N.A., in its capacity as depositary bank (in such capacity, together with its successors in such capacity, the “Depositary Bank”). All capitalized terms used herein shall have the respective meanings specified in the Depositary Agreement unless otherwise defined herein or unless the context requires otherwise. Reference is further made to that certain Notice of Default No. [ ], dated as of [ ], issued to you by the Collateral Agent (the “Notice of Default”). Pursuant to Section 3.04 of the Depositary Agreement, we hereby give you notice (the “Default Revocation Notice”) that the Event of Default referenced in the Notice of Default no longer exists as of [ ], due to it having been waived, cured, or no longer existing, or having been deemed waived, in accordance with the terms of the Credit Agreement. This Accounts Withdrawal Certificate Default Revocation Notice terminates the Notice of Default and all instructions therein, effective by the end of the second Business Day from the date of this Default Revocation Notice. Notwithstanding any previous instructions to you, you are hereby instructed to accept and comply with all future instructions provided under and in accordance with the Depositary Agreement. Very truly yours, By: Name: Title: By: Name: Title: Acknowledged by: as Administrative Agent By: Name: Title: US-DOCS\126271258.5 APPLICANT: [ ] Attention: [ ] Facsimile: [ ] BENEFICIARY MUFG Union Bank, N.A., as Collateral Agent under the Credit Agreement referred to below ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Institutional Agency Services Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ With a copy to: ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ Dear Sir / Madam: At the request of and for the account of [insert name, entity type and jurisdiction of formation of account party]1 (the “Applicant”), we hereby establish in your favor our Irrevocable Letter of Credit No. (this “Letter of Credit”) whereby, subject to the terms and conditions contained herein, you are hereby irrevocably authorized to draw on us, [at the office of our servicer noted below [insert if applicable]], by your draft or drafts at sight, an aggregate amount not to exceed [amount TBD] Dollars ($XX) (such amount, as it may be reduced or increased in accordance with the terms hereof, the “Stated Amount” hereof). We are informed by the Applicant that this Letter of Credit is being delivered issued in your favor as beneficiary 1 Note to Form: No Loan Party or Subsidiary thereof shall be the account party. and in your capacity as collateral agent (the “Collateral Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below) in connection with (i) that certain Credit Agreement, dated as of September 15, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Avangrid Vineyard Wind, LLC, a proposed withdrawal and/or transfer limited liability company organized under the Depositary Agreement on [INSERT DATE AT LEAST 3 BUSINESS DAYS (BUT NO MORE THAN 10 BUSINESS DAYS) AFTER THE DATE OF CERTIFICATE] laws of Delaware, as borrower (the “Proposed Transfer Borrower”), the lenders and issuing lenders party thereto from time to time, Banco Santander, S.A., New York Branch, as administrative agent for the lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”), the Collateral Agent, and the other persons party thereto from time to time and (ii) that certain Depositary Agreement, dated as of [ ], 20[ ] (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Depositary Agreement”), among Borrower, Administrative Agent, Collateral Agent and JPMorgan Chase Bank, N.A., as depositary bank. This Letter of Credit shall be effective immediately and shall expire on the Expiration Date (as hereinafter defined). Partial and multiple drawings on this Letter of Credit are permitted. You may draw upon this Letter of Credit at any time on or prior to the Expiration Date by presenting to our office at [ ] (a) a sight draft in the form of Exhibit A (a “Sight Draft”) attached hereto, completed in accordance with the instructions contained in such Exhibit A and executed by an authorized officer, (b) a certificate in the form of Exhibit B attached hereto, completed in accordance with the instructions contained in such Exhibit B and executed by an authorized officer and (c) the original Letter of Credit, including all amendments (other than partial draws for which a photocopy of such original letter of credit and amendments may be presented). Drawings may also be presented to us by facsimile transmission to facsimile number [ ] (each such drawing, a “Fax Drawing”); provided, however, that a Fax Drawing will not be effectively presented until you confirm by telephone our receipt of such Fax Drawing by calling us at telephone number [insert number]. If you present a Fax Drawing under this Letter of Credit you do not need to present the original of any drawing documents, and if we receive any such original drawing documents they will not be examined by us. In the event of a full or final drawing the original Letter of Credit must be returned to us by overnight courier. This Letter of Credit is transferable from time to time, only to a single transferee that has succeeded to the Beneficiary's rights and obligations as Collateral Agent under the Credit Agreement to which the Beneficiary is a party in accordance with the provisions thereof, and only in the full amount available to be drawn under the Letter of Credit at the time of such transfer. Such transfer may be effected only upon presentation to us at our presentation office specified herein of a duly executed transfer request in the form attached hereto as Exhibit C, with instructions therein in brackets complied with, together with the original of this Letter of Credit and any amendment thereto and payment of our transfer fee. Such transfer shall be evidenced by our endorsement on the reverse of the original of this Letter of Credit, and we shall deliver such original to the transferee. The transferee’s name shall be automatically substituted for that of the Beneficiary wherever such Beneficiary’s name appears within this Letter of Credit. All charges in connection with the transfer of this Letter of Credit are for the Applicant’s account. This Letter of Credit may be transferred to successive transferees subject to the terms of this paragraph. WE ARE SUBJECT TO VARIOUS LAWS, REGULATIONS AND EXECUTIVE AND JUDICIAL ORDERS (INCLUDING ECONOMIC SANCTIONS, EMBARGOES, ANTI-BOYCOTT, ANTI-MONEY LAUNDERING, ANTI-TERRORISM, AND ANTI-DRUG TRAFFICKING LAWS AND REGULATIONS) OF THE U.S. AND OTHER COUNTRIES THAT ARE ENFORCEABLE UNDER APPLICABLE LAW. WE WILL NOT BE LIABLE FOR OUR FAILURE TO MAKE, OR OUR DELAY IN MAKING, PAYMENT UNDER THIS LETTER OF CREDIT OR FOR ANY OTHER ACTION WE TAKE OR DO NOT TAKE, OR ANY DISCLOSURE WE MAKE, UNDER OR IN CONNECTION WITH THIS LETTER OF CREDIT (INCLUDING, WITHOUT LIMITATION, ANY REFUSAL TO TRANSFER THIS LETTER OF CREDIT) THAT IS REQUIRED BY SUCH LAWS, REGULATIONS, OR ORDERS. The Stated Amount shall be reduced (i) by the amount of any drawing hereunder or (ii) upon our receipt of a notice from you, in the form of Exhibit D attached hereto (a “Reduction Notice”) by an amount in Dollars equal to the amount of Dollars stated in each such notice (each such amount being a “Reduction Amount”) and the Stated Amount on any date shall be automatically and permanently decreased by the sum of any Reduction Amounts as evidenced by such Reduction Notice. Sight Drafts and all communications with respect to this Letter of Credit shall be in writing, addressed or presented in person to us at [ ], Attention: [ ], referencing this Letter of Credit No. . We hereby agree that any Sight Draft drawn under and in compliance with the terms of this Letter of Credit shall be duly honored by us upon delivery of the above-specified certificates, if presented on or before our close of business on the Expiration Date. Provided that a drawing and the documents presented in connection therewith conform to the terms and conditions hereof, payment shall be made to you of the amount specified in the applicable Sight Draft, not to exceed the Stated Amount, in immediately available funds, on or before the business day after presentation of the Sight Draft, certificate and original Letter of Credit (or electronic transmission of such documents as provided herein). As used herein, “business day” shall mean any day other than a Saturday, Sunday or day on which commercial banks in New York, New York are authorized or required by law to remain closed. If any drawing or drawings presented in connection therewith does not conform to the terms and conditions hereof, we will advise you of the same by electronic transmission the next business day and give the reasons for such non-compliance and that the bank is holding the documents at your disposal or return the same to you, as the bank may elect. Upon being notified that the demand was not effected in conformity with this Letter of Credit, you may attempt to correct any such non-conforming demand for payment if, and to the extent that you are entitled and able to do so on or before the Expiration Date. This Letter of Credit shall expire on [enter date that is at least one year following date of issuance]; provided that this Letter of Credit shall be deemed automatically extended without amendment for one year from the current Expiration Date hereof and each successive expiration date (such date of expiration, as extended, the “Expiration Date”), unless at least sixty (60) days prior to any Expiration Date we [or our servicer [insert if applicable]] shall send you written notice by overnight courier at your above address, with a copy to the Administrative Agent at Banco Santander, S.A., New York Branch, ▇▇ ▇. ▇▇▇▇ ▇▇.
3, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, that we elect not to consider this Letter of Credit extended for any such additional period; provided, further, that this Letter of Credit shall terminate no later than the current Expiration Date. With In the event you are so notified, you shall have the right to draw upon the full available amount of this Letter of Credit within thirty (30) days prior to the Expiration Date, upon presentation of a Sight Draft in the form of Exhibit A. We shall terminate this Letter of Credit, prior to the Expiration Date, upon receipt of written certification from you in the form of Exhibit E attached hereto, accompanied by the original letter of credit. All banking charges are for the account of the Applicant. This Letter of Credit sets forth in full the terms of our undertaking. Reference in this Letter of Credit to other documents or instruments is for identification purposes only and such reference shall not modify, amend, amplify, limit or affect the terms hereof or cause such documents or instruments to be deemed incorporated herein. Except as set forth herein, this Letter of Credit may not be amended, changed or modified without our express written consent and the consent of the Beneficiary. This Standby Letter of Credit is issued subject to the International Standby Practices 1998 (ISP98), International Chamber of Commerce Publication No. 590 and as to matters not governed by ISP98, this Standby Letter of Credit shall be governed by and construed in accordance with the laws of the State of New York. We irrevocably agree with you that any legal action or proceeding with respect to this Letter of Credit shall be brought in the information courts of the State of New York in this Accounts Withdrawal Certificate, the Borrower has made such examination County of New York or investigation as was reasonably necessary to enable of the Borrower to express an informed opinion as United States of America in the Southern District of New York. You and we irrevocably submit to the accuracy nonexclusive jurisdiction of such information.courts solely for the purposes of this Letter of Credit. You and we hereby waive to the fullest extent permitted by law any objection either of us may now or hereafter have to the laying of venue in any such action or proceeding in any such court. Only you may draw upon this Letter of Credit. Upon the payment to you or your account of the full aggregate Stated Amount specified herein or upon the occurrence of the Expiration Date or earlier termination hereof, we shall be fully discharged of our obligations under this Letter of Credit. Except as set forth herein, this Letter of Credit may not be amended, changed or modified without our express written consent and the co
Appears in 1 contract
Sources: Credit Agreement (Avangrid, Inc.)