Part 3. Community Involvement Scheme
Part 3. In the event the MPT Supply Agreement does not contain an output guarantee equal to or better than the Transformer Guarantees, Contractor shall pay to Owner, as liquidated damages and as Owner’s sole, exclusive and final remedy for such failure, the difference, on a $/kW basis, between the output guarantees included in the MPT Supply Agreement and the Transformer Guarantees. Upon Project Substantial Completion, Contractor shall assign the MPT Supply Agreement to Owner. Upon the effective date of the assignment of the MPT Supply Agreement, if the MPT Supply Agreement contains the Transformer Guarantees, Owner shall look solely to its remedies under the MPT Supply Agreement for enforcement of the Transformer Guarantees. If the MPT Supply Agreement does not contain the Transformer Guarantees, Contractor shall continue to be liable for any liquidated damages payable to Owner as a result of any breach of the Transformer Guarantees.
Part 3. For each of the Advances identified in Part 1, the respective amount of principal that the Borrower intends to prepay on the Intended Prepayment Date is as follows: FFB ADVANCE IDENTIFIER8 AMOUNT OF PRINCIPAL TO BE PREPAID9 $ $ $ The undersigned hereby certifies that the authority of the undersigned to execute and deliver this Prepayment Election Notice on behalf of the Borrower is valid and in full force and effect on the date hereof. NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION (the "Borrower") By: _______________________ Name: _______________________ Title: _______________________ Date: _______________________ _______________________ 8Complete 1 line in Part 3 for each Advance identified in Part 1. 9For each Advance, insert the amount of principal that will be prepaid on the Intended Prepayment Date. RUS
Part 3. Notice is hereby given to FFB (and RUS) of the Borrower's election that each of the Advances identified in Part 1 is to be refinanced as follows: FFB ADVANCE IDENTIFIER8 AMOUNT OF PRINCIPAL TO BE REFINANCED9 NEW MATURITY DATE10 TYPE OF PREPAYMENT/REFINANCING PRIVILEGE11 5-YEAR NO-CALL PERIOD12 PREMIUM OPTION13 $ o o o $ o o o $ o o o $ o o o
Part 3. Notice is hereby given to FFB (and RUS) of the Borrower's election that each of the Advances identified in Part 1 is to be refinanced as follows: FFB ADVANCE IDENTIFIER8 AMOUNT OF PRINCIPAL TO BE REFINANCED9 NEW MATURITY DATE10 TYPE OF PREPAYMENT/REFINANCING PRIVILEGE11 5-YEAR NO-CALL PERIOD12 PREMIUM OPTION13 $ o o o $ o o o $ o o o $ o o o __________________________________________ 8Complete 1 line in Part 3 for each Advance identified in Part 1 as being an Advance the Borrower elects to refinance. Insert the FFB Advance Identifier that FFB assigned to the respective Advance. 9For each Advance, insert the amount of principal that is to be refinanced. This will be the same amount as the outstanding principal amount of the respective Advance inserted in Part 1. 10For each Advance, insert the particular calendar date that the Borrower selects to be the new Maturity Date" to be in effect for the respective Advance after the refinancing, which new Maturity Date must meet all the criteria for Maturity Dates specified in section 7.3.1(a)(5) of the Bond Purchase Agreement referred to in the Bond. 11Elect 1 of the following 2 types of prepayment/refinancing privilege for an Advance only if the new Maturity Date selected for such Advance will occur on or after the fifth anniversary of the effective date of this Maturity Extension. The 2 types of prepayment/refinancing privilege are: the market value premium (or discount) privilege ("M") and a fixed premium privilege ("F"). Insert in the box the letter-symbol for the particular type of prepayment/refinancing privilege elected. 12Elect 1 of the following 2 no-call period options for an Advance only if a fixed premium privilege is elected as the prepayment/refinancing privilege for such Advance. The 2 no-call period options are: yes ("Y"), if the Borrower elects to have the fixed premium prepayment/refinancing privilege include a 5-year period during which the Advance will not be eligible for prepayment or refinancing, and no ("N"), if the Borrower elects to have the fixed premium prepayment/refinancing privilege not include any such a 5-year no-call period. Insert in the box the letter-symbol for the particular no-call period option elected. 13Select 1 of the following 3 premium options for an Advance only if a fixed premium privilege is elected as the prepayment/refinancing privilege for such Advance. The 3 premium options are: a 10% premium declining over 10 years ("X"), a 5% premium declining over 5 years ("V"), ...
Part 3. 21(a) contains a complete and accurate list of the following information for each employee, director, independent contractor, consultant and agent of Seller, including each employee on leave of absence or layoff status: employer; name; job title; date of hiring or engagement; date of commencement of employment or engagement; current compensation paid or payable and any change in compensation since January 1, 2004; sick and vacation leave that is accrued but unused; and service credited for purposes of vesting and eligibility to participate under any Employee Plan, or any other employee or director benefit plan.
Part 3. 21(b) contains a complete and accurate list of the following information for each retired employee or director of Seller, or their dependents, receiving benefits or scheduled to receive benefits in the future: name; pension benefits; pension option election; retiree medical insurance coverage; retiree life insurance coverage; and other benefits.
Part 3. 25(b) contains a complete and accurate list and summary description, including any royalties paid or received by Seller, and Seller has delivered to Buyer accurate and complete copies, of all Seller Contracts relating to the Intellectual Property Assets, except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available Software programs with a value of less than one thousand five hundred dollars ($1,500) under which Seller is the licensee. There are no outstanding and, to Seller's Knowledge, no threatened disputes or disagreements with respect to any such Contract.
Part 3. The Borrower elects to have the following amount of funds applied by FFB toward a prepayment of the outstanding principal amount of the Advances identified in Part 1, in the order in which they appear in Part 1: ____________________________________8 The undersigned hereby certifies that the authority of the undersigned to execute and deliver this Prepayment Election Notice on behalf of the Borrower is valid and in full force and effect on the date hereof. NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION (the "Borrower") By: _______________________ Name: _______________________ Title: _______________________ Date: _______________________ __________________________________________ 8Insert the particular amount of funds that the Borrower elects to be applied by FFB toward a prepayment of the outstanding principal amount of the Advances identified in Part 1, in the order in which they appear in Part 1. RUS
Part 3. 15 of the Disclosure Schedule contains a complete and accurate list of each Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, any Acquired Company. Each Governmental Authorization listed or required to be listed in Part 3.15 of the Disclosure Schedule is valid and in full force and effect. Except as set forth in Part 3.15 of the Disclosure Schedule:
