Letter of Credit. Concurrently with the initial delivery of the Bonds pursuant to the Indenture, the Company shall cause the initial Letter of Credit to be issued by the Bank, which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Credit.
Appears in 2 contracts
Samples: Loan Agreement (Gateway Trade Center Inc.), Loan Agreement (Gateway Trade Center Inc.)
Letter of Credit. Concurrently with On any Disclosure Date (as defined in the initial delivery of the Bonds pursuant to the IndentureNotes), the Company shall cause obtain an irrevocable letter of credit (the initial "Letter of Credit"), in the amount of $5,000,000 issued in favor of Castlerigg (the "LC Agent") by a bank acceptable to such LC Agent (the "Letter of Credit Bank") and in form and substance acceptable to be issued by such LC Agent. Subject to the Banklast three sentences of this Section 4(r), which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to the Letter of Credit Agreement; shall expire not earlier than 91 days after the Maturity Date of the Notes (2the "LC Expiration Date"). Upon the occurrence and during the continuance of an Event of Default under (and as defined in) the Notes, the LC Agent shall be dated entitled to draw under the date Letter of delivery Credit for the full Letter of Credit Amount (as defined in the Notes) then available thereunder, it being understood that the LC Agent shall act for the benefit of the Bonds; (3) shall authorize the Trustee to draw Buyers on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to a pro rata basis based on the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount Notes held by each of the Bonds when due at maturity or upon redemption or acceleration Buyers and (ii) to enable hold such amount as collateral security for the Trustee to pay obligations under the portion Notes for the benefit of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of CreditBuyers. The Company shall take whatever action may be necessary to maintain the Letter of Credit (obtain such renewals, extensions or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer replacements of the Letter of Credit as necessary to ensure that the Letter of Credit shall not expire prior to the LC Expiration Date (unless the Letter of Credit shall have been reduced to zero in accordance with the terms contained in this Section 4(r) prior to such date). If, at any successor Trustee. The time, the Company acknowledges its responsibility to arrange for an cannot obtain a renewal, extension or replacement of the Letter of Credit such that the Letter of Credit will expire prior to the LC Expiration Date (a "Withdrawal Event"), the Company and the Letter of Credit Bank shall each give the LC Agent written notice of the occurrence of a Withdrawal Event at least forty-five (45) days prior to the then current expiration date of the Letter of Credit or Credit. Following a Withdrawal Event, the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding LC Agent shall be entitled to draw down the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, Amount in its entirety (whether or not an Event of Default shall have occurred or be continuing under any of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend Notes) and hold harmless such amount as collateral security for the Authority from and against any liability or claim arising with respect to obligations under the delivery of, or failure to deliver, a Substitute Letter Notes for the benefit of Creditthe Buyers.
Appears in 2 contracts
Samples: Securities Purchase Agreement (House of Taylor Jewelry, Inc.), Securities Purchase Agreement (House of Taylor Jewelry, Inc.)
Letter of Credit. Concurrently with the initial delivery of the Bonds pursuant (a) On or prior to the IndentureIssue Date, the Company shall cause obtain the initial Letter of Credit to be issued by Credit. On each of the Bankfirst four Interest Payment Dates, which Letter of Credit (1) the LC Agent shall be substantially in the same form as the exhibit attached to withdraw from the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount of the Bonds (i) to enable Notes held by the Trustee to pay Holders. Notwithstanding the principal amount of the Bonds when due at maturity foregoing, if any Holder shall convert all or upon redemption or acceleration and (ii) to enable the Trustee to pay the any portion of its Notes on or prior to September 30, 2009, the purchase price of Bonds tendered to it for purchase corresponding to LC Agent shall (and the principal amount of such Bonds, plus (bCompany shall give the LC Agent written instructions to) withdraw an amount equal to 50 days’ interest on the Bonds at Interest Make-Whole with respect to the Maximum Rate Principal Amount so converted and shall, within one (i1) Business Day, deliver such amount to enable the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee to pay interest on has notice and the Bonds when due Notes have been accelerated in accordance with Section 7.02 hereof and (ii) to enable such acceleration has not been rescinded as provided therein, then the Trustee to pay Trustee, as the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the BondsLC Agent, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall take whatever action may be necessary to maintain the Letter of Credit (obtain such renewals, extensions or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer replacements of the Letter of Credit as necessary to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of ensure that the Letter of Credit or shall not expire prior to the issuance and delivery of a Substitute Letter of Credit LC Expiration Date (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding unless the Letter of Credit Termination Date, upon shall have been reduced to zero in accordance with the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure contained in this Section 16.01 prior to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Credit.such
Appears in 2 contracts
Samples: Indenture (Nova Biosource Fuels, Inc.), Indenture (Nova Biosource Fuels, Inc.)
Letter of Credit. Concurrently with TRS shall obtain and maintain a letter of ---------------- credit, in favor of Ryder, in the initial delivery amount of the Bonds pursuant to the Indenturetwo and one half million dollars ($2,500,000.00), the Company shall cause issuer or confirming bank of which will be a bank reasonably acceptable to Ryder and the initial Letter terms of Credit to be issued by the Bank, which Letter of Credit (1) shall be substantially in accordance with the same form attached hereto as Exhibit A (the exhibit attached "Letter of Credit") which may be drawn by Ryder in the event of Material Breach by TRS under clause 9(a)(i) of this Agreement or any of the other agreements between the parties of even date herewith entitled Vehicle Maintenance Agreement, Used Truck Sales Agreement, or Administrative Services Agreement as any of them may be amended from time to time or as otherwise provided in Schedule 9.6(c) of the Asset Purchase Agreement. Such Letter of Credit shall be for a term of at least one year. One master $2.5 million letter of credit which complies with the terms of this paragraph shall constitute the Letter of Credit Agreement; under each of the foregoing listed agreements (2) "Support Agreements"). TRS shall be dated obligated to promptly replace the Letter of Credit or restore it to its full amount, respectively, should Ryder draw such Letter of Credit in full or in part due to the occurrence of a Material Breach under this Agreement. * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Notwithstanding the foregoing, TRS may terminate, or not renew, the Letter of Credit after the first anniversary of the date hereof, if it is not in default of delivery of the Bondsthis Agreement at such time; (3) shall authorize the Trustee to draw on the Bankprovided, subject to the terms and conditions thereofhowever, up to (a) an amount equal to the principal amount of the Bonds that should TRS, after such time either (i) commit a Material Breach of this Agreement due to enable the Trustee failure to pay the principal amount of the Bonds when charges due at maturity hereunder or upon redemption under any Support Agreement (except, if prevented by a force majeure under Section 11(c) below or acceleration and (ii) twice within a twelve month period, fail to enable timely pay charges due hereunder or under any Support Agreement (except, if prevented by a force majeure under Section 11(c) below), then TRS shall again be obligated to obtain and maintain the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute pursuant to the first two sentences of the previous paragraph, and to promptly replace the Letter of Credit complying with or restore it to its full amount, respectively, should Ryder draw such Letter of Credit in full or in part due to the provisions occurrence of a Material Breach under this Agreement. If, however, during the Indenture. It is anticipated that following twelve months TRS timely pays all payments of principal of and interest on the Bondscharges coming due hereunder, and all payments is not at such time otherwise in default of purchase price of the Bonds payable upon optional this Agreement, or mandatory tender for purchase for the payment of which remarketing proceeds are in bankruptcy, then TRS may again terminate, or not available pursuant to the Bond Indenturerenew, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary , and TRS's obligations hereunder to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indentureshall cease, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect subject to the delivery of, or failure to deliver, a Substitute Letter of Creditlast stated proviso above.
Appears in 2 contracts
Samples: Mis Support Agreement (Ryder TRS Inc), Mis Support Agreement (Ryder TRS Inc)
Letter of Credit. Concurrently with At the initial delivery of the Bonds pursuant Closing, Middleby shall cause to be delivered to the IndentureLandlord a letter of credit in the original principal amount of Two Million, the Company shall cause the initial Letter of Credit to be issued by the BankOne Hundred Twenty Five Thousand Dollars ($2,125,000.00)], which Letter of Credit (1) shall be substantially in the same form as of Exhibit C, attached hereto, issued by Bank of America, N.A. (the exhibit attached to “Letter of Credit”). The amount of the Letter of Credit Agreement; may be reduced from time to time by Middleby (2) shall be dated with the date of delivery written consent of the Bonds; (3Landlord, which consent shall not be unreasonably withheld or delayed) shall authorize to reflect the Trustee to draw reductions in the Note balance resulting from scheduled and unscheduled payments on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such BondsNote by Middleby. The Letter of Credit may shall be extended or may be replaced by for a Substitute Letter term of Credit complying with the provisions not less than one (1) year, shall allow for automatic one year extensions of the Indenture. It is anticipated that all payments term and shall contain an agreement by Bank of principal America, N.A., to notify the Landlord at least forty-five (45) days prior to any election by it not to extend the term of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain If the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer term of the Letter of Credit expires prior to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension the date forty-five (45) days after the maturity date of the Note, Middleby shall provide a replacement Letter of Credit not less than fifteen (15) days prior to the expiration date of the then current Letter of Credit. In the event of the occurrence and continuation of any event of default by Middleby under the Note, or if the Letter of Credit or is not renewed at least fifteen (15) days prior to any date of termination, the issuance and delivery Landlord shall have the right, if any such event of a Substitute Letter of Credit (whichdefault is continuing, as defined in the Indenture, includes an extension of the Letter of Credit) to immediately draw on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Datefor the outstanding principal balance, upon the terms and conditions, including the advance notice requirements, of the Indentureany accrued interest, and any other amounts due pursuant to the Company further acknowledges Note; provided, however, that failure Landlord shall not have the right to do so will result in a redemption or acceleration of Bonds as provided in draw on the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and during the Company shall releasefirst year of the term of the Note, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or except for a default based on Middleby’s failure to deliver, provide a Substitute replacement Letter of Credit. Landlord shall have the right to draw on the Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such draw.
Appears in 2 contracts
Samples: Lease Termination Agreement (Middleby Corp), Lease Termination Agreement (Middleby Corp)
Letter of Credit. Concurrently with From and including the initial delivery Closing Date until the third anniversary of the Bonds Closing Date or the end of the 39th month after the Closing Date (or such earlier date as payment has been made pursuant to 8.4(e)(iii)(G)) if, as of the Indenturethird anniversary thereof, (i) no final determination of Post True-Up EHS Damages has been made, or (ii) if such a determination has been made and the Purchaser is entitled to payment pursuant to 8.4(e)(iii)(G), but such payment is not received prior to such date (such date, the Company "L/C Expiration Date"), Xxxxx X. ------------------- Xxxxxxxx and Xxxxxx XxXxxxxx shall cause the initial Letter one or more Qualifying Letters of Credit to be issued by the Bank(and, which Letter of Credit (1at all relevant times, maintained) shall be substantially in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an aggregate principal amount equal to the principal Adjusted Cap. The term "Qualifying Letter of -------------------- Credit" means a letter of credit which is (a) irrevocable, (b) is issued by a ------ reputable and solvent bank with assets of at least $2 billion, (c) shall specifically provide that it secures the Shareholders' obligations pursuant to Article VIII, (d) shall specifically provide that the issuing bank shall pay to the Purchaser Indemnified Persons, immediately after the failure of any Shareholder to pay any amount to any such Person when due as required by this Agreement and (e) shall remain outstanding until, and shall not mature prior to, the L/C Expiration Date. Nothing contained in this Section 8.6(c) shall in any way abrogate the liability of the Bonds Shareholders under Article VIII for a breach of the representations and warranties set forth herein. The Purchaser agrees (ia) to enable draw upon each such Letter of Credit on an equal basis (unless, for any reason, either of the Trustee Qualifying Letters of Credit shall cease to be available before the L/C Expiration Date or the Adjusted Cap has been exhausted) and (b) to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and reasonable bank fee (ii) up to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an aggregate amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion 2% of the purchase price face value of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter Qualifying Letters of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions per year) payable in respect of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter Qualifying Letters of Credit. The Company shall take whatever action may be necessary parties hereto agree and use all commercially reasonable efforts to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges ensure that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising all procedures set forth herein with respect to determining Post True-Up EHS Damages shall be finalized and any payments required to be made pursuant to Section 8.4(e)(iii)(G) shall be made prior to the delivery of, or failure to deliver, a Substitute Letter of CreditL/C Expiration Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MTL Inc), Agreement and Plan of Merger (MTL Inc)
Letter of Credit. Concurrently The Reinsurer agrees to apply for and secure timely delivery to the Company of a clean, irrevocable and unconditional Letter of Credit containing language substantially similar to the language contained in Schedule D hereto (with any changes to such language as may be required to obtain regulatory approval) issued by a bank acceptable to the Company, and containing provisions acceptable to the insurance regulatory authorities having jurisdiction over the Company. Such Letter of Credit shall be issued for a period of not less than one year, and shall be automatically extended for one year from its date of expiration or any future expiration date unless sixty (60) days prior to any expiration date the issuing bank shall notify the Company by registered mail that the issuing bank elects not to consider the Letter of Credit extended for any additional period, in which case Reinsurer shall deliver to the Company not less than 10 days prior to such expiration date an equivalent Letter of Credit issued by a bank acceptable to the Company and the insurance regulatory authorities having jurisdiction over the Company. The Reinsurer shall pay for all costs, fees and expenses associated with the initial delivery procurement and maintenance of such Letter of Credit. The Letter of Credit shall be in an amount at least equal to 102% of the Bonds pursuant to Reinsurer's Coinsurance reserve. At inception and at the Indenture, end of each quarterly reporting period the Company shall cause prepare a specific statement of the initial Reinsurer's Coinsurance reserve for the sole purpose of amending the Letter of Credit Credit. Within thirty (30) days after receipt of such a statement, the Reinsurer shall secure delivery to be issued by the Bank, which Letter Company of Credit (1) shall be substantially in the same form as the exhibit attached an amendment to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount at least 102% of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such BondsReinsurer's Coinsurance reserve. The Such Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the drawn upon at any time, notwithstanding any other provisions of this Agreement, but only to be utilized by the Indenture. It is anticipated that all payments of principal of and Company or its successors in interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Credit.following purposes:
Appears in 1 contract
Samples: Reinsurance Agreement (Acap Corp)
Letter of Credit. Concurrently with the initial delivery Landlord requires that Tenant tender an unconditional, irrevocable letter of the Bonds pursuant credit in a form and issued by a bank and in a form acceptable to the Indenture, the Company shall cause the initial Landlord (“Letter of Credit to be issued by the Bank, which Letter Credit”) upon Tenant’s execution of Credit (1) shall be substantially in the same form as the exhibit attached to this Lease. The amount of the Letter of Credit Agreement; (2) shall be dated that amount set forth in Article I. The Letter of Credit shall be held by Landlord during the date Term in accordance with the provisions of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bondsthis Section 31.1. The Letter of Credit may shall be extended or may be replaced by a Substitute irrevocable for one (1) year and shall provide that it is automatically renewable for one (1) year periods ending not earlier than sixty (60) days after the expiration of the Term without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew said Letter of Credit complying with on written notice to Landlord not less than sixty (60) days prior to the provisions expiration of the Indenture. It is anticipated then current term thereof (it being understood, however, that all payments of principal of and interest on the Bonds, and all payments of purchase price privilege of the Bonds payable upon optional or mandatory tender for purchase for issuing bank not to renew said Letter of Credit shall not, in any event, diminish the payment obligation of Tenant to maintain such irrevocable Letter of Credit with Landlord through the date which remarketing proceeds are is sixty (60) days after the date of such notice). In the event the issuing bank elects not available pursuant to the Bond Indenture, will be funded from draws on renew the Letter of Credit. The Company shall take whatever action may be necessary , Tenant shall, not less than thirty (30) days prior to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer expiration of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension then current term of the Letter of Credit) , either provide Landlord with a substitute letter of credit which meets all of the criteria contained herein. In the event that Tenant fails to do so, it shall be an Event of Default and Landlord may immediately, and without notice to Tenant, draw on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon and retain the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indentureproceeds thereof. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Credit.
Appears in 1 contract
Samples: Lease (RMG Acquisition Corp.)
Letter of Credit. Concurrently with the initial execution and delivery of this Agreement, Acquiror has delivered a standby letter of credit, dated as of April 2, 2007, in the Bonds pursuant to amount of One Hundred Million Dollars ($100,000,000) in favor of the IndentureHolder Representative (such letter of credit and any letter of credit substituted therefore, the Company shall cause the initial “Letter of Credit to be issued by the Bank, which Letter of Credit (1) Credit”). Acquiror shall be substantially in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on maintain the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (, or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of cause the expiration date of the Letter of Credit to be extended or the issuance and delivery of a Substitute Letter of Credit (which, as defined to be replaced with a substitute letter of credit in an undrawn face amount equal to the Indenture, includes an extension face amount of the Letter of Credit, as the case may be, until the earliest to occur of: (i) on the 69 Effective Times of the Mergers, (ii) termination of this Agreement pursuant to and in accordance with Section 10.1 (other than Section 10.1(b)(i) or before Section 10.1(c)(i)), (iii) if the Interest Payment Date on this Agreement is terminated pursuant to and in accordance with Section 10.1(b)(i) or Section 10.1(c)(i), sixty (60) days following such termination, provided that if the Bonds immediately preceding Companies make any claim against Acquiror relating to this Agreement prior to the expiration of such sixty (60) day period, then Acquiror shall cause the expiration date of the Letter of Credit Termination Date, upon to be extended or the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising to be replaced with respect a substitute letter of credit in a face amount equal to the delivery of, or failure to deliver, a Substitute face amount of the Letter of Credit, as the case may be, until (x) final resolution of such claim as set forth in a final and nonappealable judgment or award of an arbitrator, arbitration panel or court of competent jurisdiction, as applicable, (y) as agreed in any settlement agreement, duly executed by Acquiror and the Companies, or (z) written agreement of the Acquiror and the Holder Representative that the Letter of Credit is not required to be maintained (any such event set forth in clauses (i), (ii) or (iii), above, a “Letter of Credit Termination Event”). Immediately following the occurrence of a Letter of Credit Termination Event, the Holder Representative shall return the Letter of Credit, together with any documents requested by the issuing bank in connection with the cancellation of the Letter of Credit, to Acquiror. The Holder Representative shall be entitled to draw on the Letter of Credit (A) in an amount equal to (1) the amount of any damages awarded to any of the Companies or their respective stockholders against Acquiror or Merger Subs pursuant to a claim related to this Agreement or the transactions contemplated hereby in a final and nonappealable judgment or award of an arbitrator, arbitration panel or court of competent jurisdiction, as applicable, or (2) the amount agreed in any settlement agreement related to this Agreement or the transactions contemplated hereby, duly executed by Acquiror and the Holder Representative, in each case, to the extent not paid by Acquiror within 10 Business Days of Acquiror’s receipt of a written demand therefor, upon delivery of a draw certificate in the form attached as Exhibit A to the Letter of Credit (the “Draw Certificate”) duly executed by the Holder Representative attaching a copy of such judgment, award or settlement agreement, as the case may be, or (B) upon the delivery of the Draw Certificate, the full face amount of the Letter of Credit in the event that Acquiror has failed to extend the then current maturity date of the Letter of Credit or replace the Letter of Credit with a substitute letter of credit at least fifteen (15) days prior to the expiration of the Letter of Credit; provided, however, that in the event the Holder Representative shall have drawn on the Letter of Credit pursuant to this clause (B), the Holder Representative shall concurrent with the drawing of such amount, deposit cash in an amount equal to such amount into escrow with Citibank, N.A., pursuant to the terms of an escrow agreement substantially in the form of the Escrow Agreement providing for the release of such escrowed funds upon (i) a final and nonappealable judgment or award of an arbitrator, arbitration panel or court of competent jurisdiction, as applicable, or (ii) a written settlement agreement, duly executed by the Holder Representative and Acquiror All fees and expenses related to obtaining and maintaining the Letter of Credit or any substitute letter of credit pursuant to this Section 7.5 shall be borne by Acquiror.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Standard Aero Holdings Inc.)
Letter of Credit. Concurrently with the initial delivery of the Bonds pursuant to the Indenture, the Company shall cause the initial Letter of Credit to be issued by the Bank, which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to the Letter of Credit Reimbursement Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 46 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, o£ or failure to deliver, a Substitute Letter of Credit.
Appears in 1 contract
Letter of Credit. Concurrently At or before Closing, Seller shall deliver to Buyer an irrevocable standby letter of credit in favor of Buyer in the amount of [MATERIAL REDACTED] with a term of 12 months after the initial delivery Closing Date (the "Letter of Credit"), to secure Buyer against Losses regarding which there has been a final determination under the procedure set forth in Section 8.5. The Letter of Credit (i) shall be in the form attached hereto as Exhibit "F" and (ii) shall be issued by LaSalle National Bank, N.A.. Buyer may draw under the then current Letter of Credit in an amount equal to so much of any Indemnification Claim as is accepted by Seller (by failure to object or otherwise). If no final determination of the Bonds pursuant validity and amount of all or any portion of a timely and outstanding Indemnification Claim has occurred by the 12th month of the then current Letter of Credit, Buyer may give notice to the Indenture, the Company shall cause the initial bank that issued that Letter of Credit to be issued by the Bank, which extend that Letter of Credit (1) shall be substantially for an additional 12 months, in the same form as amount of the exhibit attached lesser of the balance of the Letter of Credit and the asserted but undetermined portion of that Indemnification Claim (the "Balance"). If Buyer gives such notice, Seller shall cause that bank to extend that Letter of Credit. If Buyer does not receive within ten days before the then current expiration date of that Letter of Credit sufficient evidence that such Letter of Credit has been so extended, Buyer may draw the Balance of the Indemnification Claim under that Letter of Credit and hold the proceeds from such draw in an interest-bearing escrow account, for the purposes for which the Letter of Credit is furnished to Buyer. Nothing in this section, and no action or inaction of Buyer under this section or with regard to the Letter of Credit Agreement; (2) or substitute therefor, shall be dated construed to limit Buyer's remedies against Seller or Shareholder for Losses, except to the date of delivery extent of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required draw actually received by the Bank upon any transfer of the Letter of Credit Buyer for its own account (as opposed to any successor Trustee. The Company acknowledges its responsibility being received by Buyer to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined be held in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Creditescrow hereunder).
Appears in 1 contract
Samples: Assets Purchase and Sale Agreement (Amcon Distributing Co)
Letter of Credit. Concurrently with The Borrower or a Qualified Borrower, as applicable, shall give the initial delivery of Agent and the Bonds pursuant Fronting Bank written notice in the event that it desires to the Indenture, the Company shall cause the initial Letter of Credit to be issued by the Bank, which have a Letter of Credit (1) shall be substantially in the same form as the exhibit attached to the a "Letter of Credit Agreement; Credit") issued hereunder no later than 10:00 a.m., New York City time, at least four (24) shall be dated Business Days prior to the date of delivery of the Bonds; (3) such issuance. Each such notice shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds specify (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and such Letter of Credit, (ii) to enable the Trustee to pay date of such issuance (which shall be a Business Day), (iii) the portion name and address of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bondsbeneficiary, plus (biv) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or (which in no event shall be later than twelve (12) months after the issuance and delivery of a Substitute such Letter of Credit or one (which1) month prior to the Termination Date, as defined whichever is earlier), (v) the purpose and circumstances for which the Letter of Credit is being issued, (vi) the terms upon which the Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank), and (vii) in the Indenturecase of a Letter of Credit to be issued for the account of a Qualified Borrower, includes an extension the name of such Qualified Borrower. Such notice may be revoked telephonically by the Borrower to the Fronting Bank and the Agent any time prior to the date of issuance of the Letter of Credit by the Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Agent within one (1) Business Day by facsimile. No later than 10:00 a.m., New York City time, on the date that is four (4) Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of the Letter of Credit) on or before , which if presented by such beneficiary prior to the Interest Payment Date on the Bonds immediately preceding expiration date of the Letter of Credit Termination Datewould require the Fronting Bank to make a payment under the Letter of Credit; provided, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that the Letter of Credit shall not require payment against a conforming draft to be made thereunder on the following Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time. In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Company shall release, defend Letter of Credit have been delivered and hold harmless that they comply on their face with the Authority from and against any liability or claim arising with respect to requirements of the delivery of, or failure to deliver, a Substitute Letter of Credit.
Appears in 1 contract
Samples: Loans and Payments of Principal (Prometheus Senior Quarters LLC)
Letter of Credit. Concurrently with the initial delivery of the Bonds pursuant (i) On or prior to the IndentureBusiness Day immediately following the Closing Date, the Company shall cause obtain an irrevocable letter of credit (the initial “Letter of Credit”), in the amount of $7,000,000 (the “Letter of Credit Amount”) issued in favor of Portside Growth and Opportunity Fund, in its capacity as letter of credit agent for the holders of the Notes (the “LC Agent”) by a bank acceptable to be issued by such LC Agent (the Bank, which “Letter of Credit Bank”) and in form and substance acceptable to such LC Agent. The Letter of Credit, including any renewals, extensions or replacements referred to below, shall expire not earlier than 91 days after the Stated Maturity (1as defined in the Indenture) of the Notes (the “LC Expiration Date”). Upon (i) the occurrence and during the continuance of an Event of Default (as defined in the Indenture) under any of the Notes or (ii) the Stated Maturity of the Notes, the LC Agent shall be substantially in the same form as the exhibit attached entitled to draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Agreement; (2) Amount then available thereunder, it being understood that the LC Agent shall be dated act for the date of delivery benefit of the Bonds; (3) shall authorize the Trustee to draw Buyers on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to a pro rata basis based on the principal amount of the Bonds (i) Notes initially issued to enable the Trustee to pay the principal amount each of the Bonds when due at maturity or upon redemption or acceleration Buyers and (ii) to enable hold such amount as collateral security for the Trustee to pay obligations under the portion Notes for the benefit of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of CreditBuyers. The Company shall take whatever action may be necessary to maintain the Letter of Credit (obtain such renewals, extensions or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer replacements of the Letter of Credit as necessary to ensure that the Letter of Credit shall not expire prior to the LC Expiration Date (unless the Letter of Credit shall have been reduced to zero in accordance with the terms contained in this Section 4(n) prior to such date). If, at any successor Trustee. The time, the Company acknowledges its responsibility to arrange for an cannot obtain a renewal, extension or replacement of the Letter of Credit such that the Letter of Credit will expire prior to the LC Expiration Date (a “Withdrawal Event”), the Company and the Letter of Credit Bank shall each give the LC Agent written notice of the occurrence of a Withdrawal Event at least forty-five (45) days prior to the then current expiration date of the Letter of Credit or Credit. Following a Withdrawal Event, the issuance and delivery of a Substitute LC Agent shall be entitled to draw down the Letter of Credit Amount in its entirety (whichwhether or not an Event of Default shall have occurred or be continuing under any of the Notes) and hold such amount as collateral security for the obligations under the Notes for the benefit of the Buyers. With respect to each Buyer that has delivered an Event of Default Redemption Notice pursuant to the Indenture (with a copy to the LC Agent), as defined in no later than the Indenture, includes an extension later of (i) the Event of Default Redemption Date with respect to such holder of Notes and (ii) the second (2nd) Business Day following the date that the LC Agent received all or any portion of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding Credit Amount from the Letter of Credit Termination DateBank, upon the terms LC Agent shall distribute to such Buyer an amount in cash equal to the lesser of (i) such Buyer’s Event of Default Redemption Price and conditions(ii) an amount calculated by multiplying the Letter of Credit Amount by the quotient determined by dividing (A) the principal amount of Notes issued to such Buyer on the Closing Date by (B) the aggregate principal amount of all Notes issued to all Buyers on the Closing Date (the “Letter of Credit Allocation”); provided, including that in no event shall the advance notice requirementsLC Agent be required to deliver to the Buyers more than the total amount drawn under the Letter of Credit. In the event that any Buyer shall sell or otherwise transfer any of such Buyer’s Notes, the transferee shall be allocated a pro rata portion of the Indenturesuch Buyer’s Letter of Credit Allocation, and the Company further acknowledges that failure to do so will result in a redemption or acceleration rights of Bonds as provided the applicable transferor contained in the Indenture. The Company acknowledges and agrees that prior sentence shall apply to the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising applicable transferee with respect to the delivery of, or failure to deliver, a Substitute portion of the Letter of CreditCredit Allocation allocated to such transferee. In the event that any Buyer of Notes shall convert all or a portion of such Buyer’s Notes, which leaves such Buyer with an aggregate principal amount of Notes that is less than such Buyer’s Letter of Credit Allocation, then such Buyer’s Letter of Credit Allocation shall be reduced to the outstanding principal of Notes held by such Buyer and the difference between such Buyer’s Letter of Credit Allocation and the outstanding principal amount of Notes held by such Buyer shall be allocated to the respective Letter of Credit Allocations of the remaining Buyers of Notes on a pro rata basis in proportion to the outstanding principal amount of Notes then held by each such Buyer.
Appears in 1 contract
Letter of Credit. Concurrently with the initial delivery of the Bonds pursuant to the Indenture, the Company Borrower shall cause the initial Letter of Credit to be issued by remain valid and effective at all times while the Bank, which Letter Loan is outstanding plus an additional thirty (30) days following the full payment of Credit (1) shall be substantially in the same form as Loan unless and to the exhibit attached to extent the Letter of Credit Agreement; (2) shall be dated is drawn upon by Lender and paid in the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bondsdraw. The Letter of Credit may shall be extended or may be replaced by a Substitute Letter of Credit complying with the provisions effective and delivered as of the IndentureClosing Date. It is anticipated that all payments of principal of and interest on Lender shall have the Bonds, and all payments of purchase price of the Bonds payable right to draw in full or in part upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary , without notice to maintain Borrower: (i) upon the occurrence of an Event of Default; (ii) if Lender has not received, at least thirty (30) days prior to the date on which the then outstanding Letter of Credit is scheduled to expire, a renewal or replacement Letter of Credit that satisfies all requirements of this Section 6.08 and Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.05; (iii) upon a transfer of the Loan by Lender (within the meaning of Article 15 hereof) to another party ("TRANSFEREE"), Lender or is Transferee has not been delivered within ten (10) days of Lender's notice of such transfer, for any reason, either an endorsement to any Letter of Credit by the issuing financial institution evidencing Transferee as the new beneficiary thereunder or a substitute Letter of Credit naming Transferee as beneficiary thereunder and Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.05; (iv) if Borrower fails to cooperate in any manner deemed appropriate or advisable by Lender in order for Lender to obtain an endorsement or substitute Letter of Credit and Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.05; (v) if Borrower fails to pay any transfer fee due in connection with transferring the Letter of Credit to the Transferee and Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.05; or (or a Substitute vi) if Lender has not received within ten (10) Business Days of the earlier of (A) Lender's notice to Borrower that the financial institution issuing the Letter of CreditCredit ceases to meet the rating requirement set forth in this Section 6.08, or (B) Borrower finding out that the financial institution issuing the Letter of Credit ceases to meet the rating requirement set forth in full force this Section 6.08, a replacement Letter of Credit that satisfies all requirements of this Section 6.08 and effect during Borrower has not deposited into the period required by Replacement Reserve Account the Indentureamounts that Borrower is obligated to deposit pursuant to Section 4.05. Lender shall be entitled to charge Borrower a reasonable processing fee for administering and reviewing any renewal, including the payment of any transfer fees required by the Bank upon any transfer replacement or release of the Letter of Credit which Borrower is required to any successor Trustee. The Company acknowledges its responsibility provide pursuant to arrange for an extension of this Loan Agreement, provided Borrower has not deposited into the expiration date of Replacement Reserve Account the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) amounts that Borrower is obligated to have on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure deposit pursuant to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of CreditSection 4.05.
Appears in 1 contract
Letter of Credit. Concurrently Until completion of all the Facilities to be constructed in accordance with the initial delivery Master Funding and Development Agreement, all letter of credit requirements shall be addressed in the applicable Project Development Agreements. Upon completion of the Bonds pursuant last Facility to be constructed in accordance with the Indenture, Master Funding and Development Agreement and as security for the Company shall cause the initial Letter of Credit Obligations, Guarantor or, at Guarantor’s option, Lessee shall obtain and deliver to be issued by Lessor an irrevocable letter of credit at a financial institution reasonably acceptable to Lessor naming Lessor as beneficiary thereunder (the Bank“Letter of Credit”), which Letter of Credit (1) shall be substantially in upon such other terms, conditions and provisions acceptable to Lessor (including, without limitation, an “evergreen” provision requiring no less than sixty (60) days’ prior written notice to Lessor of any failure or refusal to renew such Letter of Credit). Subject to the same form as the exhibit attached to proviso below, the Letter of Credit Agreement; (2) shall be dated in the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds Fifty Percent (i50%) of one (1) year’s Base Rent relating to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bondsall completed Facilities. The Letter of Credit may or any replacement letter of credit shall provide that Lessor shall be extended or may be replaced by a Substitute entitled to draw upon such Letter of Credit complying with upon the provisions occurrence of an Event of Default. In the Indenture. It is anticipated that all payments event Lessor receives a notice of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional termination or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date nonrenewal of the Letter of Credit or any replacement letter of credit, Guarantor or, at Guarantor’s option, Lessee shall provide a replacement letter of credit no later than thirty (30) days prior to the issuance and delivery expiration or termination of a Substitute such Letter of Credit or replacement letter of credit, which replacement letter of credit (a) shall confirm that it shall take effect immediately upon the expiration of the expiring Letter of Credit (which, as defined in the Indenture, includes an extension or such other than current replacement letter of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenturecredit), and (b) shall be in form and substance satisfactory to Lessor in its reasonable discretion. Lessee shall maintain throughout the Company further acknowledges that failure to do so will result in Term a redemption or acceleration letter of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect credit conforming to the delivery of, or failure to deliver, a Substitute Letter requirements of Creditthis Section 38.14.
Appears in 1 contract
Letter of Credit. Concurrently At any time within 10 days after the Closing, Seller shall deliver to Buyer an irrevocable standby letter of credit in favor of Buyer in the amount of $500,000 with a term of 12 months after the initial delivery Closing Date (the "Letter of Credit"), to secure Buyer against Losses regarding which there has been a final determination under the procedure set forth in Section 8.5 or under that certain Indemnification Agreement between the Parties dated March 23, 2001 ("Indemnification Agreement"). The Letter of Credit (i) shall be in the form attached hereto as Exhibit "F" and (ii) shall be issued by LaSalle National Bank, N.A. Buyer may draw under the then current Letter of Credit in an amount equal to so much of any Indemnification Claim as defined in this Agreement or the Indemnification Agreement, as is accepted by Seller (by failure to object or otherwise). If no final determination of the Bonds pursuant validity and amount of all or any portion of a timely and outstanding Indemnification Claim has occurred by one month before the expiration date of the then current Letter of Credit, Buyer may give notice to the Indenture, the Company shall Seller to cause the initial bank that issued that Letter of Credit to be issued by the Bank, which extend that Letter of Credit or obtain a new Letter of Credit for an additional 12 months, in the amount of the lesser of the balance of the Letter of Credit and that Indemnification Claim (the "Balance"). If Buyer gives such notice, Seller shall cause that bank so to extend or issue the new Letter of Credit. If Buyer does not receive within 10 days before the expiration date of the then current Letter of Credit sufficient evidence that such Letter of Credit has been so extended or new Letter of Credit issued, Buyer may draw the Balance under the Letter of Credit and hold the proceeds from such draw in an interest-bearing escrow account, for the purposes for which the Letter of Credit is furnished to Buyer. This process may be repeated for successive terms of one (1) shall be substantially year until such time as there are no timely and outstanding Indemnification Claims under this Agreement or the Indemnification Agreement that remain unsatisfied. Except as otherwise provided in this Agreement or the same form as the exhibit attached Indemnification Agreement, nothing in this section, and no action or inaction of Buyer under this section or with regard to the Letter of Credit Agreement; (2) or substitute therefor, shall be dated construed to limit Buyer's remedies against Seller or Shareholder for Losses, except to the date of delivery extent of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required draw actually received by the Bank upon any transfer of the Letter of Credit Buyer for its own account (as opposed to any successor Trustee. The Company acknowledges its responsibility being received by Buyer to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined be held in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Creditescrow hereunder).
Appears in 1 contract
Samples: Assets Purchase and Sale Agreement (Amcon Distributing Co)
Letter of Credit. Concurrently A. Tenant has deposited with Owner, a the initial time of the execution and delivery of this Lease, an unconditional, irrevocable letter of credit issued by United Jersey Bank (referred to as the Bonds "Bank"), in favor of Owner, in the sum of TWENTY-SIX THOUSAND TWO HUNDRED FIFTY AND 00/100 ($26,250.00) DOLLARS in funds available immediately or same day funds in the City of New York, as security for the faithful observance and performance by Tenant of the terms, covenants and conditions or this Lease on Tenant's part to be observed and performed. Such letter of credit is for a term of not less than one (1) year which term shall be automatically renewed for successive on (1) year terms, unless the Bank gives not less than on hundred twenty (120) days prior written notice that it will not so renew the letter of credit for such successive term and the last term of the letter of credit shall end not less than sixty (60 days after the Expiration Date. If such letter of credit is not automatically renewed as aforesaid, Tenant agrees to cause the Bank to renew such letter of credit, from time to time, during the Demised Term, at least ninety (90) days prior to the expiration of said letter of credit or any renewal or replacement, upon the same terms and conditions. In the event of any transfer of said letter of credit pursuant to the IndentureSection 35.05, the Company and notice of such transfer to Tenant, Tenant, within twenty (20) days thereafter, shall cause the initial Letter a new letter of Credit credit to be issued by said Bank to the Banktranferee, which upon the same terms and conditions, in replacement of the letter of credit to transferred and Owner agrees that, simultaneously with the delivery of such new letter of credit, it will return to said Bank the letter of credit being replaced. The letter of credit deposited hereunder, and all renewals and replacements, are referred to, collectively, as the "Letter of Credit". The Letter of Credit (1) shall be substantially held in trust by Owner for the purposes set forth in this Article and shall not be transferred except for transfer (a) to an agent for collection, or (b) pursuant to the provisions of Section 35.05. In the event Tenant defaults beyond any applicable grace period hereunder in the performance of its obligations to issue a replacement Letter of Credit, or in the observance or performance of Tenant's agreement to cause the Bank to renew the Letter of Credit, in addition to all rights and remedies which Owner may have under this Lease or at law, shall have the right to require the Bank to make payment to Owner of the entire sum of TWENTY-SIX THOUSAND TWO HUNDRED FIFTY AND 00/100 ($26,250.00) DOLLARS or the undrawn portion thereof, as the case may be, represented by the Letter of Credit, which sum shall be held by Owner as Cash Security (as said term is hereinafter defined) in the same form manner as if said sum had been deposited with Owner pursuant to the exhibit attached provisions of Subsection B of this Section. Of said payment of the entire sum of TWENTY-SIX THOUSAND TWO HUNDRED FIFTY AND 00/100 ($26,250.00) DOLLARS is made to Owner by reason of Tenant's failure to renew or replace the Letter of Credit in accordance with the foregoing provisions of this Subsection, such default by Tenant shall be deemed cured by such payment, with the effect that Owner shall not have the right to terminate this Lease or the term hereof by reason of such default, but the foregoing provision shall not apply to any other default under this Lease. The Letter of Credit provides for partial drawings. In the event Tenant defaults in the payment when due of an installment of Fixed Rent or in the payment when due of any additional rent and such default shall continue for a period of ten (10) days after notice by Owner to Tenant of such default or if this Lease and the Demised Term shall expire and come to an end as provided in Article 16 or by or under any summary proceeding or any other action or proceeding, or if Owner shall re0enter the Demised Premises as provided in Article 17, or by or under any summary proceeding or any other action or proceeding, then Owner, in addition to all rights and remedies which Owner may have under this Lease or at law, may from time to time, draw on the Letter of Credit in one or more drawings for the amount of any Fixed Rent or additional rent then due and for any amount then due and payable to Owner under Article 18 or Article 19. In the event of a partial drawing, as provided in the immediately preceding sentence, Tenant shall, within five (5) days after demand, cause the Bank to issue an amendment to the Letter of Credit Agreement; restoring the amount available thereunder to TWENTY-SIX THOUSAND TWO HUNDRED FIFTY AND 00/100 (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Credit.$26,250.00)
Appears in 1 contract
Samples: Agreement of Lease (United States Financial Group Inc /Ny)
Letter of Credit. Concurrently with the initial delivery At all times that all or any portion of the Bonds pursuant to Loan remains outstanding and all or any portion of Indemnitor’s obligations under the IndentureInterest and Carry Guaranty, the Company Recourse Guaranty Agreement, Completion Guaranty and/or Environmental Indemnification Agreement remain outstanding, Borrower shall cause the initial Letter of Credit to be issued by the Bank, which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to keep and maintain the Letter of Credit Agreement; (2) in full force and effect, in an amount not less than the applicable Required L/C Amount. Borrower acknowledges and agrees that Lender shall be dated have the date of delivery of the Bonds; (3) shall authorize the Trustee right to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company , up to the full amount thereof, in the event that (i) Lender shall take whatever action may have made a written demand upon Indemnitor to perform or satisfy an obligation guaranteed under the Interest and Carry Guaranty, Recourse Guaranty Agreement, Completion Guaranty and/or Environmental Indemnification Agreement that Indemnitor is then required to perform or satisfy and Indemnitor shall have failed to perform or satisfy the same within ten (10) Business Days following such demand, (ii) such Letter of Credit shall be necessary scheduled to maintain expire within thirty (30) days and the same shall not have been renewed or replaced with a replacement letter of credit in the Required L/C Amount and satisfying the requirements set forth in the definition of “Letter of Credit” (or otherwise satisfactory to Lender), (iii) if Lender has received a notice from the issuing bank that the Letter of Credit will not be renewed and a substitute Letter of Credit is not provided at least thirty (30) days prior to the date on which the existing Letter of Credit is scheduled to expire, (iv) upon receipt of notice from the issuing bank that the Letter of Credit will be terminated (except if a substitute Letter of Credit is provided no later than thirty (30) days prior to such termination), (v) if Lender has received notice that the issuing bank shall cease to be an Approved Bank or if the issuing bank otherwise ceases to be an Approved Bank and Borrower shall not have caused a Substitute substitute Letter of Credit from an Approved Bank to be issued within thirty (30) days after notice, and/or (vi) if the issuing bank shall fail to (A) issue a replacement Letter of Credit in the event the original Letter of Credit has been lost, mutilated, stole and/or destroyed in accordance with such bank’s standard procedures and the applicable provisions of the Letter of Credit, or (B) in full force and effect during consent to the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility Person designated by Lender to arrange for an extension of whom Lender is assigning the expiration date of Loan in accordance with the Letter of Credit or terms hereof and such bank’s standard procedures and the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension applicable provisions of the Letter of Credit) . Notwithstanding the foregoing, Lender is not obligated to draw on or before any Letter of Credit upon the Interest Payment Date on happening of an event specified in the Bonds immediately preceding sentence and shall not be liable for any Losses sustained by Borrower due to the insolvency of the issuing bank if Lender has not drawn the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the IndentureCredit. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company Required L/C Amount shall releasenot be deemed to be a limitation on Indemnitor’s obligations under the Interest and Carry Guaranty, defend Recourse Guaranty Agreement, Completion Guaranty and/or Environmental Indemnification Agreement, which obligations shall only be reduced by the amount actually drawn under the Letter of Credit in satisfaction thereof, if so drawn. If the Letter of Credit shall terminate or otherwise cease to be in full force and hold harmless effect, Borrower shall post a replacement Letter of Credit in the Authority from and against any liability or claim arising with respect to Required L/C Amount, satisfying the delivery of, or failure to deliver, a Substitute requirements set forth in the definition of “Letter of Credit” or otherwise satisfactory to Lender within fifteen (15) Business Days after receiving notice thereof or otherwise becoming aware of the same (whichever is earlier), and failure to do so shall be an Event of Default hereunder.
Appears in 1 contract
Samples: Master Loan Agreement (Trinity Place Holdings Inc.)
Letter of Credit. Concurrently As security for Operator’s full, faithful and prompt performance of, and compliance with, all covenants, terms and conditions of this Concession Agreement on the part of Operator, Operator hereby agrees to deposit with Authority, at all times from and after a date no later than thirty (30) days from the initial delivery Effective Date, a stand-by, irrevocable letter of credit (the “Letter of Credit”) for the benefit of Authority, in the form of Exhibit D hereto, DRAFT in a stated principal amount that is not less than the amount of the Bonds pursuant then-current annual MAG due hereunder, and issued by a national banking association or state chartered bank located in Kent County, or an adjacent county, in Michigan and subject to examination by federal authority of the United States of America, of good standing and having a combined capital and surplus aggregating not less than Five Hundred Million and No/100 Dollars ($500,000,000.00). Operator shall provide to Authority, not less than 30 days prior to the Indentureexpiration date of such Letter of Credit, a replacement Letter of Credit which meets the Company requirements of this Section 19.1. A Letter of Credit shall cause remain on deposit with Authority for not less than 30 days following the initial expiration of the Term or earlier termination of this Concession Agreement, and, in addition to any and all other remedies available to it hereunder or otherwise, Authority shall have the right, at its sole option and at any time, to draw upon the entire stated amount of such Letter of Credit (including if Operator has failed to provide a replacement Letter of Credit prior to 30 days before the expiration date of the then current Letter of Credit) and to hold and apply any proceeds of such draw in excess of amounts then due to Authority as a cash deposit hereunder. Operator hereby agrees to the deposit of any such excess proceeds with Authority. In the event of the application of any of the proceeds of a Letter of Credit to be issued by the Bankamounts due to Authority from Operator hereunder, which Operator shall, within two days after such application of all or a portion of such proceeds, cause a replacement Letter of Credit (1) shall that meets the requirements of this Section 19.1 to be substantially issued for the benefit of Authority in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an then-required stated amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit upon which Authority has drawn (and, upon receipt of such replacement Letter of Credit, Authority shall refund to Operator the amount of any successor Trustee. The Company acknowledges its responsibility to arrange for an extension excess proceeds of the expiration date of the prior Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenturethen held by Authority). The Company acknowledges and agrees that the Authority shall have no responsibility obligation to obtain draw upon a Substitute Letter of Credit, and neither the existence of such right nor the holding of a Letter of Credit itself shall cure any default or breach on the part of Operator under this Concession Agreement. Within 30 days after the expiration of the Term or earlier termination of this Concession Agreement and upon request therefor by Operator, Authority will return the proceeds of any draw under a Letter of Credit to Operator, less any amounts then due from Operator to Authority under this Concession Agreement. Operator hereby waives any right to any interest which may be earned or accrued on the proceeds of a draw under a Letter of Credit during the Term and agrees that Authority shall have no obligation to hold excess proceeds of a draw under a Letter of Credit in a segregated account. Authority may commingle such proceeds with its other funds. Performance Bond. Operator shall deliver to the Authority a performance bond and a labor and material payment bond (“Bonds”) to be kept in force throughout the construction of the Initial Capital Improvements and for ninety (90) days thereafter. The Bonds shall be in the amount of the construction cost covering faithful performance of the Operator’s obligations hereunder and the Company payment of all obligations arising in connection with the construction, free of liens upon the Premises. The bonds shall releasename the Authority as obligee, defend and shall be written by surety companies qualified to do business in the state of Michigan, under proper certificate of authority, and in such form and with such sureties as the Authority may approve. Operator shall indemnify and hold Authority harmless from any monetary liens placed against the Authority from and against any liability Premises for nonpayment of taxes, materials or claim arising labor in connection with respect to the delivery of, or failure to deliver, a Substitute Letter of Creditconstruction.
Appears in 1 contract
Samples: Lease and Concession Agreement
Letter of Credit. Concurrently with and/or the initial delivery Master Servicer will obtain a standby Letter of Credit in favor of the Bonds pursuant to Trustee issued by ________________ (the Indenture"L/C Bank") for the Mortgage Pool. Except as provided below, the Company shall Master Servicer hereby covenants and agrees to exercise its best reasonable efforts to maintain or cause the initial Letter of Credit to be issued by maintained to the Bank, which Letter of Credit (1) shall be substantially extent and in the same form as and amount and for the exhibit attached to purposes set forth in this Agreement. In the event that the Letter of Credit Agreement; (2) shall be dated is cancelled or terminated for any reason or on or before the date of delivery of the Bonds; (3) shall authorize the Trustee thirtieth day prior to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or Credit, the issuance Master Servicer shall give prompt written notice to the Rating Agency and delivery the Trustee and the Master Servicer shall exercise its best efforts to obtain a replacement letter of a Substitute Letter of Credit (whichcredit, as defined acceptable to the Rating Agency, comparable in the Indenture, includes an extension of its terms to the Letter of Credit) on or before . Prior to delivering any replacement letter of credit to the Interest Payment Date on Trustee, the Bonds immediately preceding Master Servicer shall obtain confirmation from the Rating Agency that such replacement letter of credit would not have adversely affected the then-current rating assigned to the Certificates by the Rating Agency at the time of such rating. The cost of obtaining and maintaining any replacement letter of credit shall be borne by the Master Servicer. The maximum obligation of the L/C Bank under the Letter of Credit Termination Datewill be to honor requests for payment thereunder up to a certain aggregate fixed dollar amount, upon the terms and conditions, including the advance notice requirements, net of the Indenture, unreimbursed payments thereunder. The duration of coverage and the Company further acknowledges that failure to do so will result amount and frequency of any reduction in a redemption or acceleration of Bonds as coverage provided in by the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit will be [___________] or such terms as will be in compliance with the requirements established by the Rating Agency without adversely affecting the rating assigned to the Certificates. The amount available under the Letter of Credit shall be reduced to the extent of the unreimbursed payments thereunder. The obligations of the L/C Bank under the Letter of Credit will expire [30 days] after the latest of the scheduled final maturity dates of the Mortgage Loans or the repurchase of all Mortgage Loans in the Mortgage Pool. The Master Servicer shall, not later than three business days prior to each Distribution Date, determine whether a payment under the Letter of Credit will be necessary on the Distribution Date and will, no later than the third business day prior to such Distribution Date, advise the L/C Bank and the Company shall releaseTrustee of its determination, defend and hold harmless setting forth the Authority from and against amount of any liability required payment. On the Distribution Date, the L/C Bank will be required to honor the Trustee's request for payment thereunder in an amount equal to the lesser of (A) the remaining amount available under the Letter of Credit or claim arising (B) the outstanding principal balances of any Mortgage Loan with respect to which foreclosure proceedings have been commenced or with respect to which the delivery ofMaster Servicer has agreed to accept a deed to the property in lieu of foreclosure that has not been purchased by [_______] [the Master Servicer] pursuant to the terms of this Agreement, or failure to deliver, a Substitute be assigned on such Distribution Date (together with accrued and unpaid interest thereon at the related Mortgage Interest Rate to the related Installment Due Date). The proceeds of such payments under the Letter of CreditCredit will be deposited into the Certificate Account and will be distributed to Certificateholders on such Distribution Date, except to the extent of any unreimbursed Advances or Administration Fees.]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Abn Amro Mortgage Corp)
Letter of Credit. Concurrently with the initial delivery of the Bonds pursuant Notwithstanding anything herein to the Indenturecontrary, upon execution of this Lease, Lessee shall deliver to Lessor the Company shall cause Security Deposit hereunder in the initial form of cash or a letter of credit in the face amount set forth in the Basic Lease Information, provided that any Letter of Credit to be issued by the Bank, which Letter of Credit (1) shall be substantially in accordance with the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to following: (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter i) shall be an irrevocable, standby letter of Credit) in full force credit due on sight without further conditions (provided that, as between Lessor and effect during the period required by the IndentureLessee, including the payment of any transfer fees required by the Bank upon any transfer of the Lessor shall draw on such Letter of Credit only to any successor Trustee. The Company acknowledges its responsibility the extent it is permitted to arrange for an extension of apply the Security Deposit as provided in Section 5.1), and (ii) shall be issued by a reputable financial institution reasonably acceptable to Lessor, (b) if the expiration date of the Letter of Credit or occurs prior to the issuance end of the Lease Term, then Lessee must provide Lessor with a replacement letter of credit (that complies with this Section) at least fifteen (15) business days prior to the expiration of the Letter of Credit then on deposit with Lessor (failing which Lessor shall be entitled to draw on the full amount of the Letter of Credit currently on deposit and delivery convert it to cash and hold and apply the same as the Security Deposit pursuant to Section 5.1, except that Lessee shall be entitled thereafter to replace such cash Security Deposit with a Letter of a Substitute Credit that complies with this Section 5.3), and (c) upon receipt of such Letter of Credit (which, as defined in the Indenture, includes an extension of the or any replacement Letter of Credit) on that complies with this Section, Lessor shall refund Lessee any cash Security Deposit (or before the Interest Payment Date on the Bonds immediately preceding the other letter of credit) theretofore posted by Lessee hereunder that has not been applied by Lessor as permitted in Section 5.1. If Lessee initially deposits cash as a Security Deposit hereunder, then at any time thereafter when Lessee is not in default under this Lease beyond applicable cure periods, Lessee may replace said cash deposit with a Letter of Credit Termination Date, upon that satisfies the terms and conditions, including the advance notice requirements, requirements of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Creditthis Section.
Appears in 1 contract
Letter of Credit. Concurrently with As further consideration for this Agreement and as security for the initial delivery of the Bonds pursuant to the IndentureNote, the Company EOTT shall cause to be delivered an irrevocable letter of credit for the initial account of Enron (the "LETTER OF CREDIT"). The Letter of Credit to shall be issued and payable by Standard or such other bank acceptable to Enron, shall be in form and substance acceptable to Enron and shall remain in full force and effect until the Bankdate 10 Business Days after the maturity date of the Note. The foregoing term notwithstanding, which the Letter of Credit may have an expiration date ending prior to the maturity date of the Note provided that (i) such Letter of Credit shall, in each case, be renewed (in form and substance satisfactory to Enron) and delivered to Enron not later than 10 Business Days prior to its expiry and (ii) a Letter of Credit (1in form and substance satisfactory to Enron) with respect to the Note shall remain in force at all times up to the date 10 Business Days after the maturity date of the Note. The Letter of Credit, and each renewal thereof, shall initially be in an amount equal to five million dollars ($5,000,000); provided, however, that on the first Business Day after the earlier of the effective date of the EOTT Plan of Reorganization and 180 days after the EOTT Petition Date, the total amount available to Enron under such Letter of Credit shall be substantially increased to an amount equal to (i) the maximum principal outstanding under the Note (including any amounts that may be capitalized) on the expiry date of such Letter of Credit plus (ii) the interest payable thereon through the date one month after the expiry date of such Letter of Credit. Enron shall be entitled to draw down any portion or the full amount of such Letter of Credit in the same form as event (i) a default occurs under any Settlement Document and is continuing on the exhibit attached date three Business Days after the receipt by EOTT of notice from Enron of such default (provided that Enron shall only be able to draw on the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) in an amount equal to the principal amount of then outstanding under the Bonds Note (iincluding any amounts that may be capitalized) to enable plus the Trustee to pay interest accrued thereon through such date plus any other amount due on the principal amount of the Bonds when due at maturity or upon redemption or acceleration Note, if any) and (ii) a renewed Letter of Credit is not delivered to enable Enron when and on the Trustee date required by this Section 6 (provided that Enron shall only be able to pay draw on the portion Letter of the purchase price of Bonds tendered to it for purchase corresponding Credit in an amount equal to the principal amount of then outstanding under the Note (including any amount capitalized) plus the interest accrued thereon through such Bonds, date plus (b) an any other amount equal to 50 days’ interest due on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such BondsNote, if any). The Letter of Credit may shall be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable returned to EOTT for termination upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during of all amounts payable under the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of CreditNote.
Appears in 1 contract
Letter of Credit. Concurrently with the initial delivery of the Bonds pursuant to the Indenture, the Company shall cause the initial Letter of Credit to be issued by the Bank, which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) Within ten (10) business days after the execution of this Lease, Tenant shall deposit with Landlord an amount equal to irrevocable letter of credit (the principal "Letter of Credit") in the amount of the Bonds Eight Hundred Thousand Dollars (i$800,000.00) to enable the Trustee to pay the principal amount as part of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such BondsSecurity Deposit under this Lease. The Letter of Credit may provided for under this Section shall be an unconditional "clean" Letter of Credit and require no documents, and shall be in the form attached as Exhibit D and from a banking institution satisfactory to Landlord; provided however, Landlord pre-approves Comerica Bank as the Issuer initially. It shall also be in compliance with all applicable laws and regulations, including, without limitation, applicable regulations of the Comptroller of the Currency. The Letter of Credit shall have an absolute expiration date of not earlier than forty-five (45) days after the Expiration Date of the initial Term of this Lease and prior thereto shall be extended or may automatically on each anniversary of issuance unless the Issuer provides Landlord with not less than forty-five (45) days prior written notice of non-renewal, in which case the same shall be replaced by a Substitute Tenant with another Letter of Credit complying which complies with the provisions of the Indentureforegoing requirements at least thirty (30) days prior to its expiration. It is anticipated agreed that all payments in the event (i) Tenant defaults in the performance or observance of principal of and interest on the Bonds, and all payments of purchase price any of the Bonds payable upon optional or mandatory tender for purchase for the payment terms, provisions, covenants and conditions of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenturethis Lease, including the payment of Rent or any transfer fees required by other sum due from Tenant with respect to the Bank upon any transfer of Lease, or (ii) the Letter of Credit is not extended or replaced by Tenant in a manner which complies with the foregoing provisions of this Section, Landlord shall have the right but shall not be required to, from time to time without prejudice to any successor Trustee. The Company acknowledges its responsibility other remedy Landlord may have on account thereof, to arrange for an extension of the expiration date of present the Letter of Credit or for payment and to retain the issuance and delivery of a Substitute Letter of Credit (which, proceeds as defined security in the Indentureevent of an occurrence under clause (i) above, includes or in the event of an extension occurrence under clause (i) above, to use, apply or retain the whole or any part of the Letter of Credit) on proceeds to the extent Landlord could use, apply or before the Interest Payment Date on the Bonds immediately preceding retain any other funds deposited with Landlord as a Security Deposit hereunder, and any amounts so used, applied or retained shall be replenished by Tenant as provided in Section 5.03 below. If Landlord presents the Letter of Credit Termination Datefor payment, upon no interest shall be payable to Tenant on the terms and conditions, including proceeds. Tenant shall not assign or encumber or attempt to assign or encumber the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit deposited (or the proceeds thereof) as part of the Security Deposit, and the Company neither Landlord nor its successors or assigns shall releasebe bound by any such assignment, defend and hold harmless the Authority from and against any liability encumbrance, attempted assignment or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Creditattempted encumbrance.
Appears in 1 contract
Samples: Office Lease (Calico Commerce Inc/)
Letter of Credit. Concurrently with TRS shall obtain and maintain a letter of ---------------- credit, in favor of Ryder, in the initial delivery amount of the Bonds pursuant to the Indenturetwo and one-half million dollars ($2,500,000.00), the Company shall cause issuer or confirming bank of which will be a bank reasonably acceptable to Ryder and the initial Letter terms of Credit to be issued by the Bank, which Letter of Credit (1) shall be substantially in accordance with the same form attached hereto as Exhibit B (the exhibit attached "Letter of Credit"), which may be drawn by Ryder in the event of a Material Breach by TRS under clause 13.A(i) of this Agreement or any of the other agreements between the parties of even date herewith entitled Administrative Services Agreement, MIS Support Agreement or Used Truck Sales Agreement, as any of them may be amended from * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. time to time, or as otherwise provided in Schedule 9.6(c) of the Asset Purchase Agreement. Such Letter of Credit shall be for a term of at least one year. One master $2.5 million letter of credit which complies with the terms of this paragraph shall constitute the Letter of Credit Agreement; under each of the foregoing listed agreements (2) "Support Agreements"). TRS shall be dated obligated to promptly replace the Letter of Credit or restore it to its full amount, respectively, should Ryder draw such Letter of Credit in full or in part due to the occurrence of a Material Breach under this Agreement. Notwithstanding the foregoing, TRS may terminate, or not renew, the Letter of Credit after the first anniversary of the date hereof, if it is not in default of delivery of the Bondsthis Agreement at such time; (3) shall authorize the Trustee to draw on the Bankprovided, subject to the terms and conditions thereofhowever, up to (a) an amount equal to the principal amount of the Bonds that should TRS, after such time either (i) commit a Material Breach of this Agreement due to enable the Trustee failure to pay the principal amount of the Bonds when charges due at maturity hereunder or upon redemption under any Support Agreement (except if prevented by a force majeure under Section 16.K below) or acceleration and (ii) twice within a twelve-month period fail to enable timely pay charges due hereunder or under any Support Agreement (except if prevented by a force majeure under Section 16.K below, then TRS shall again be obligated to obtain and maintain the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute pursuant to the first two sentences of the previous paragraph, and to promptly replace the Letter of Credit complying with or restore it to its full amount, respectively, should Ryder draw such Letter of Credit in full or in part due to the provisions occurrence of a Material Breach under this Agreement. If, however, during the Indenture. It is anticipated that following twelve months TRS timely pays all payments of principal of and interest on the Bondscharges coming due hereunder, and all payments is not at such time otherwise in default of purchase price of the Bonds payable upon optional this Agreement, or mandatory tender for purchase for the payment of which remarketing proceeds are in bankruptcy, then TRS may again terminate, or not available pursuant to the Bond Indenturerenew, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary , and TRS's obligations hereunder to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indentureshall cease, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect subject to the delivery of, or failure to deliver, a Substitute Letter of Creditlast stated proviso above.
Appears in 1 contract
Letter of Credit. Concurrently (a) As collateral security for prompt and complete performance of GCA’s obligations under Section 2 of this Agreement (the “Obligations”), the Company shall at the Closing cause a letter of credit (in a form to be reasonably acceptable to FDC) to be issued to FDC in the amount of $1,000,000 by a qualified financial institution selected by the Company with the initial delivery prior consent of the Bonds pursuant FDC, such consent not to be unreasonably withheld, together with instructions to the Indentureissuer of such letter of credit (“Letter of Credit”) to make payments to FDC thereunder for any indemnified amounts under the Sponsorship Indemnification Agreement upon an Event of Default. Within 30 days following the Closing Date, the Company shall cause a replacement letter of credit (in a form no less favorable to FDC than the initial Letter of Credit) to be issued to FDC in the amount of $3,000,000 (such replacement letter of credit, a “Letter of Credit”) by a qualified financial institution selected by the Company with the prior consent of FDC, such consent not to be unreasonably withheld, together with instructions to the issuer of such letter of credit to make payments to FDC thereunder for any indemnified amounts under the Sponsorship Indemnification Agreement upon an Event of Default. On each anniversary of the Closing Date through September 30, 2010, the Company shall (i) notify FDC of the amount of the Cash Advance Net Revenue of the Company and its subsidiaries for the prior calendar year, and (ii) in the event that the amount of the then current Letter of Credit is less than the then current Target Amount, cause a replacement letter of credit (in a form no less favorable to FDC than the then current Letter of Credit) to be issued to FDC in the Target Amount (each such replacement letter of credit, a “Letter of Credit”) by a qualified financial institution selected by the Company with the prior consent of FDC, such consent not to be unreasonably withheld, together with instructions to the issuer of such letter of credit to make payments to FDC thereunder for any indemnified amounts under the Sponsorship Indemnification Agreement upon an Event of Default. Subject to Section 4(f), at all times on or after 30 days following the Closing Date, the Company shall cause a Letter of Credit to be issued continuously maintained (by renewal or replacement) for the Bankbenefit of FDC in an amount not less than the then applicable Target Amount. For the avoidance of doubt, which after the issuance of any replacement Letter of Credit, any Letter of Credit (1) replaced thereby shall be substantially in terminable by the same form as Company, such that the exhibit attached Company shall not be obligated to the maintain more than one Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Creditone time.
Appears in 1 contract
Samples: Sponsorship Indemnification Agreement (Central Credit, LLC)
Letter of Credit. Concurrently with Upon the initial delivery full and final execution of the Bonds pursuant this Agreement ---------------- and as a condition precedent to the Indentureeffectiveness of this Agreement, in lieu of a cash deposit, REIT OP shall deliver to Prudential an unconditional, irrevocable letter of credit issued by BankBoston in the Company amount of Thirteen Million One Hundred Twenty-Five Thousand Dollars ($13,125,000.00) in favor of Prudential as beneficiary to secure the full performance of REIT OP's obligations under this Agreement, in the form attached hereto as EXHIBIT E-1 ----------- (the "LETTER OF CREDIT"). Unless converted to cash collateral as provided ---------------- below, Prudential shall cause return the initial Letter of Credit to be issued by REIT OP at Closing in accordance with Section 6.3.23 or in such other circumstances in which REIT OP -------------- is entitled to its return pursuant to the Bank, which terms of this Agreement. If at or prior to the Closing Prudential determines in its sole discretion that REIT OP is in default of its obligations under this Agreement or if the Letter of Credit is about to expire, Prudential may, three (13) shall be substantially Business Days after delivery of notice to REIT OP of such default or impending expiration and Prudential's intention to draw upon the Letter of Credit, draw upon the Letter of Credit by providing a draw certificate to BankBoston in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated together with a draft payable to Prudential, provided, however, that in the date event that REIT OP notifies Prudential of delivery of the Bonds; its ----------------- objection to such drawing within such three (3) shall authorize day period, Prudential may convert the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced to cash collateral by providing a Substitute draw certificate to BankBoston in the form attached to the Letter of Credit complying together with a draft payable to REIT OP's Lead Title Insurer. In such event BankBoston shall immediately wire Thirteen Million One Hundred Twenty-Five Thousand Dollars ($13,125,000.00) in immediately available United States, federal funds (the "ESCROW FUND") to REIT OP's Lead Title Insurer. The Escrow Fund shall ----------- thereafter be held and delivered by Prudential's Title Company as escrow agent in accordance with the provisions of the Indenture. It is anticipated that all payments of principal of Escrow Agreement attached hereto as EXHIBIT E-2 and made a part hereof and any interest on the Bonds, and all payments of purchase price earned thereon shall be ----------- considered a part of the Bonds payable upon optional or mandatory tender for purchase for Escrow Fund. In the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain event that the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit has been converted to any successor Trustee. The Company acknowledges its responsibility cash collateral pursuant to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, Section 2.3 and the Company further acknowledges that failure Closing nevertheless occurs thereafter, the Escrow Fund shall be returned to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of CreditREIT OP at Closing.
Appears in 1 contract
Letter of Credit. Concurrently with For as long as any amounts are outstanding under the initial delivery of the Bonds pursuant to the Indenture, the Company shall cause the initial Closing Letter of Credit to be issued by the Bank, which or any Post-Closing Letter of Credit (1) collectively, the “ LOCs”), or Escrow Account, as applicable, any and all amounts payable by the Sellers as Indemnifying Parties to a Medtronic Indemnified Party shall be substantially paid in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery cash first out of the Bonds; (3) LOCs or the Escrow Account, as applicable, and thereafter by the Sellers in accordance with payment instructions provided by the Buyer. The existence of the LOCs or the Escrow Account, as applicable, shall authorize not be deemed to limit the Trustee amount of any allowable Claims by any Medtronic Indemnified Party pursuant to draw on This Agreement for Losses in excess of the Bankoutstanding amounts under the LOCs or the Escrow Account, subject as applicable. The Sellers shall cause the principal amounts under each of the LOCs or the Escrow Account, as applicable, to remain outstanding until the terms and conditions thereof, up to earlier of (a) an amount equal to such time as the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the entire principal amount of such BondsLOC or the Escrow Account, plus as applicable, has been used to pay the Medtronic Indemnified Parties in accordance with a decision of the Arbitrator and (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion fifth anniversary of the purchase price of Bonds tendered to it for purchase corresponding Closing and thereafter the funds in the Escrow Account shall be released to the accrued interest on Sellers or the LOCs shall be terminated, as the case may be; provided, that if any Claim seeking indemnification has been timely made in accordance with Section 9.4 (Time for Claims) but has not been finally determined by the Arbitrator by the fifth anniversary of the Closing, then the Sellers shall cause the principal amounts under each of the LOCs or the Escrow Account, as applicable, to remain outstanding until such Bonds. The Letter final determination of Credit each such Claim in an aggregate principal amount sufficient to satisfy the aggregate amount of Losses to which the Medtronic Indemnified Parties reasonably estimate (and provide the Sellers prior notice of) they may be extended or may be replaced by a Substitute Letter entitled to recover from the Sellers in respect of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Creditsuch Claims.
Appears in 1 contract
Samples: Asset Purchase and Settlement Agreement (Medtronic Inc)
Letter of Credit. Concurrently with At the initial delivery Closing hereof, a standby letter of credit in the amount of $1,250,000.00 having an expiration date of twenty-five (25) months of the Bonds pursuant Closing Date and payable to the Indenture, Escrow Agent (the Company shall cause the initial "Letter of Credit to be issued by the Bank, which Letter of Credit (1Credit") shall be substantially in the same form as the exhibit attached delivered by Buyer to the Letter of Credit Agreement; (2) shall Escrow Agent to be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to held in accordance with the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bondsthis Section 14. The Letter of Credit may shall be extended drawable solely by the Escrow Agent, and solely upon a circumstance which would entitle Seller to receive all or may be replaced by a Substitute portion of the proceeds of the Letter of Credit complying as set forth in this Section 14. The Letter of Credit shall not in any event be drawn upon without at least five (5) business days' prior written notice to Buyer within which period Buyer in its sole discretion shall be entitled to deposit with the provisions Escrow Agent an amount of cash in lieu of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable Escrow Agent's drawing upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company If there shall take whatever action may be necessary any dispute as to maintain whether Seller is entitled to all or any portion of the proceeds of the Letter of Credit, or whether Buyer is entitled to the return of the Letter of Credit or any part thereof, the Escrow Agent shall not make any delivery, but in such event the Escrow Agent shall hold the Letter of Credit (or a Substitute Letter of Creditthe cash proceeds thereof) in full force and effect during the period required until receipt by the IndentureEscrow Agent of an authorization in writing signed by all parties having an interest in such dispute, including directing the payment disposition of any transfer fees required by same, or in the Bank upon any transfer absence of such authorization the Escrow Agent shall hold the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension until the final determination of the expiration date rights of the parties in an appropriate proceeding. If such written authorization is not given, or proceedings for such determination are not begun within a reasonable period of time and diligently continued, the Escrow Agent shall have the right, at any time thereafter, to commence an action or proceeding, at the sole cost and expense of Buyer and Seller, in the nature of an interpleader in any court having jurisdiction thereof, and to deposit the Letter of Credit (or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Credit.the
Appears in 1 contract
Samples: Asset Purchase Agreement (Tri State Outdoor Media Group Inc)
Letter of Credit. Concurrently with At the initial delivery Closing, Seller shall deliver to Buyer, and cause to remain outstanding until the second anniversary of the Bonds Closing Date (the "LC Termination Date"), an irrevocable standby letter of credit (the "Letter of Credit") in a face amount of Two Million Dollars ($2,000,000) and in form and substance satisfactory to Buyer and Seller and provided by a financial institution reasonably acceptable to Buyer, which may be drawn upon only by Buyer in the event that any Buyer Indemnified Party is entitled to indemnification for Damages pursuant to the Indentureprovisions of Article 8, provided that (i) on the LC Termination Date, if one or more claims for Damages for which Seller has indemnification obligations pursuant to Article 8 is then pending ("Pending Claims"), the Company shall cause the initial Letter of Credit to be issued by the Bank, which or Replacement Letter of Credit (1as defined below) shall be substantially in remain outstanding, but the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an face amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit or Replacement Letter of Credit, as the case may be, shall be reduced to the aggregate amount of such Pending Claims, and (ii) on the nine (9) month anniversary of the Closing Date, the face amount of the Letter of Credit or Replacement Letter of Credit, as the case may be, shall be reduced to an amount equal to (A) One Million Dollars ($1,000,000) plus the aggregate amount of Pending Claims on such date. In the event that the Letter of Credit or any successor Trustee. The Company acknowledges its responsibility to arrange for Replacement Letter of Credit expires at a date earlier than the LC Termination Date, Seller covenants and agrees that it will provide Buyer with an extension or replacement of such Letter of Credit or Replacement Letter of Credit (subject to the conditions set forth in the first sentence of this Section 5.12) (each replacement Letter of Credit being referred to as a "Replacement LC") on or prior to the 30th day preceding the expiration date of the Letter of Credit issued on the Closing Date (the "Initial LC"); provided, however, that in the event such Replacement LC is not issued on or prior to such date, at any time thereafter, Buyer shall have the issuance and delivery right to draw the entire amount then available under the Initial LC (a "Conditional Draw"). In the event a Conditional Draw is made, Buyer may retain the entire amount of the Conditional Draw as a holdback (the "Holdback") which may be drawn upon only by Buyer in the event that any Buyer Indemnified Party shall be entitled to indemnification for Damages pursuant to the provisions of Article 8. On the second anniversary of the Closing Date, Buyer in the event of a Substitute Letter Holdback shall deliver to Seller an amount equal to the Conditional Draw minus (A) any amounts retained by Buyer pursuant to the immediately preceding sentence and (B) the amount of Credit (whichPending Claims existing on such date, as defined in provided that upon the Indenturefinal determination of all such Pending Claims, includes an extension Buyer shall deliver to Seller the balance of the Letter Conditional Draw, if any, which Buyer is not entitled to retain pursuant to this Section 5.12 and Article 8 or shall apply any Holdback toward any Damages. Seller and Buyer shall share equally the fees and other expenses incurred by Seller in connection with the provision and maintenance of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute such Letter of Credit."
Appears in 1 contract
Letter of Credit. Concurrently (A) (1) Tenant has deposited with Owner, at the initial time of the execution and delivery of this Lease, an unconditional, irrevocable letter of credit issued by a lending institution acceptable to Owner (referred to as the Bonds "Bank"), in favor of Owner, in the sum of TWO HUNDRED NINETY TWO THOUSAND NINE HUNDRED EIGHTY and 45/100 ($292,980.45) DOLLARS (referred to as the "Security Amount") in funds available immediately or same day funds in the City of New York, as security for the faithful observance and performance by Tenant of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed. Such letter of credit is for a term of not less than one (1) year which term shall be automatically renewed for successive one (1) year terms, unless the Bank gives not less than one hundred twenty (120) days prior written notice that it will not so renew the letter of credit for such successive term and the last term of the letter of credit shall end not less than sixty (60) days after the Expiration Date. If such letter of credit is not automatically renewed as aforesaid, Tenant agrees to cause the Bank to renew such letter of credit, from time to time, during the Demised Term, at least ninety (90) days prior to the expiration of said letter of credit or any renewal or replacement, upon the same terms and conditions. In the event of any transfer of said letter of credit pursuant to the IndentureParagraph F, the Company and notice of such transfer to Tenant, Tenant, within twenty (20) days thereafter, shall cause the initial Letter a new letter of Credit credit to be issued by said Bank to the Banktransferee, which upon the same terms and conditions, in replacement of the letter of credit so transferred and Owner agrees that, simultaneously with the delivery of such new letter of credit, it will return to said Bank the letter of credit being replaced. The letter of credit deposited hereunder, and all renewals and replacements, are referred to, collectively, as the "Letter of Credit (1) shall be substantially Credit". In amplification and not in limitation of the same form as the exhibit attached to foregoing, the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds expressly provide that (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit can be drawn down by presentation of a sight draft only without any other documents or statements, (or a Substitute Letter of Creditii) in full force partial drawings are allowed and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of (iii) the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (whichshall be transferable by Owner, as defined in the Indenturebeneficiary thereof, includes an extension of the Letter of Credit) on without restriction or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms limitation and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Creditall fees paid by Tenant.
Appears in 1 contract
Samples: Lease (Netsmart Technologies Inc)
Letter of Credit. Concurrently with Borrower shall give the initial delivery of Agent and the Bonds pursuant Fronting Bank written notice in the event that it desires to the Indenture, the Company shall cause the initial Letter of Credit to be issued by the Bank, which Letter have Letters of Credit (1) shall be substantially in the same form as the exhibit attached to the "Letter of Credit Agreement; Credit") issued hereunder, no later than 10:00 a.m., New York City time, at least four (24) shall be dated Domestic Business Days prior to the date of delivery of the Bonds; (3) such issuance. Each such notice shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds specify (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and such Letter of Credit, (ii) to enable date of such issuance (which shall be a Domestic Business Day), (iii) the Trustee to pay the portion name and address of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bondsbeneficiary, plus (biv) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or (which in no event shall be later than twelve (12) months after the issuance and delivery of a Substitute such Letter of Credit or the Maturity Date, whichever is earlier), (whichv) the purpose and circumstances for which the Letter of Credit is being issued, as defined and (vi) the terms upon which the Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Such notice may be revoked telephonically by the Borrower to the Fronting Bank and the Agent any time prior to the date of issuance of the Letter of Credit by the Fronting Bank, pro- vided such revocation is confirmed in writing by the IndentureBor- rower to the Fronting Bank and the Agent within one (1) Domestic Business Day by facsimile. No later than 10:00 a.m., includes an extension New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the docu- ments and the verbatim text of any certificate to be pre- sented by the beneficiary of the Letter of Credit) on or before , which if presented by such beneficiary prior to the Interest Payment Date on the Bonds immediately preceding expiration date of the Letter of Credit Termination Datewould require the Fronting Bank to make a payment under the Letter of Credit; provided, upon the terms that Fronting Bank may, in its reasonable judgment, require changes in any such documents and conditionscertificates only in conformity with changes in customary and commercially rea- sonable practice or law and, including the advance notice requirementsprovided further, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit shall not require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time. In determining whether to pay on such Letter of Cred- it, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Company shall release, defend Letter of Credit have been delivered and hold harmless that they comply on their face with the Authority from and against any liability or claim arising with respect to requirements of the delivery of, or failure to deliver, a Substitute Letter of Credit.
Appears in 1 contract
Samples: Revolving Credit Agreement (U S Restaurant Properties Inc)
Letter of Credit. Concurrently with the initial delivery of the Bonds pursuant Notwithstanding anything contained in Subparagraph 4(b) above to the Indenturecontrary, the Company shall cause Xxxxxxx Money may be in the initial form of an irrevocable standby letter of credit (“Letter of Credit to be Credit”) issued by an Approved Depository (the Bank, which “Issuer”). Escrowee shall be the beneficiary under the Letter of Credit (1) shall be substantially in the same form as the exhibit attached to Credit, and the Letter of Credit shall expire no earlier than August 31, 2013. The Letter of Credit shall be non-transferable, and shall permit Escrowee to present it to the Issuer for payment only if accompanied by a sworn certificate, executed by a representative of Seller, certifying that Purchaser is in default under this Agreement and that Seller is, therefore, entitled to the proceeds of the Letter of Credit. Upon its receipt from Seller of the sworn certificate of Purchaser’s default, the Escrowee is hereby required to (i) notify Purchaser as provided in Paragraph 20 of this Agreement; and (2ii) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount notice requirements of the Bonds (iEscrow Agreement, including, but not limited to Section 3(A) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration Escrow Agreement addressing notice and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bondsobjections, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of thereafter present the Letter of Credit to Issuer and deliver the proceeds thereof to Seller. Notwithstanding anything contained herein or in the Escrow Agreement to the contrary and irrespective of any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of contrary instructions from Purchaser, in the expiration date of event that the Letter of Credit on deposit with Escrowee is not renewed or the issuance and delivery of a Substitute replaced by Purchaser at least thirty (30) days prior to its expiration date, such Letter of Credit (which, as defined shall be presented by Escrowee to Issuer for payment and the proceeds thereof held in the Indenture, includes an extension Escrow in accordance with the terms of the Letter Escrow Agreement. At any time, Purchaser shall have the right to deposit cash in the amount of Credit) on or before the Interest Payment Date on the Bonds immediately preceding Xxxxxxx Money with Escrow Agent, and Escrow Agent promptly after receipt of said cash deposit, shall return the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of CreditPurchaser.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (RREEF Property Trust, Inc.)
Letter of Credit. Concurrently with On any Disclosure Date (as defined in the initial delivery of the Bonds pursuant to the IndentureNotes), including, without limitation, any Disclosure Date following any LC Test Satisfaction Date (as defined below), the Company shall cause obtain (or maintain, as applicable) an irrevocable letter of credit (the initial “Letter of Credit to be issued by the BankCredit”), which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to the Letter amount of Credit Agreement; (2) shall be dated the date 30% of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds outstanding Notes as of such Disclosure Date (the “Required Letter of Credit Amount”) issued in favor of Castlerigg (the “LC Agent”) by a bank acceptable to such LC Agent (the “Letter of Credit Bank”) and in form and substance acceptable to such LC Agent; provided, however, that if on any Disclosure Date the amount available to be drawn on a Letter of Credit then outstanding (together with any amounts previously drawn on such Letter of Credit by the LC Agent) is less than the Required Letter of Credit Amount, the Company shall amend or replace such Letter of Credit with a Letter of Credit (together with any amounts previously drawn on such Letter of Credit by the LC Agent) in the Required Letter of Credit Amount and in form and substance acceptable to such LC Agent. If the Net Cash Balance Test (as defined in the Note) for the Fiscal Quarter (as defined in the Note) immediately following such Disclosure Date is met, the Company shall no longer be required to maintain such Letter of Credit (such date, the “LC Test Satisfaction Date”); provided, however, that the foregoing shall not effect the Company’s obligation to obtain (or maintain, as applicable) a Letter of Credit with respect to any Disclosure Date that occurs after such LC Test Satisfaction Date. Subject to the last three sentences of this Section 4(q), the Letter of Credit shall expire not earlier than the earlier to occur of (i) the applicable LC Test Satisfaction Date and (ii) 91 days after the Maturity Date of the Notes (the “LC Expiration Date”). Upon the occurrence and during the continuance of an Event of Default under (and as defined in) the Notes, the LC Agent shall be entitled to enable draw under the Trustee to pay Letter of Credit for the full Letter of Credit Amount (as defined in the Notes) then available thereunder, it being understood that the LC Agent shall act for the benefit of the Buyers on a pro rata basis based on the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion Notes held by each of the purchase price of Bonds tendered to it Buyers and hold such amount as collateral security for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on obligations under the Bonds at Notes for the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion benefit of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of CreditBuyers. The Company shall take whatever action may be necessary to maintain the Letter of Credit (obtain such renewals, extensions or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer replacements of the Letter of Credit as necessary to ensure that the Letter of Credit shall not expire prior to the LC Expiration Date (unless the Letter of Credit shall have been reduced to zero in accordance with the terms contained in this Section 4(q) prior to such date). If, at any successor Trustee. The time, the Company acknowledges its responsibility to arrange for an cannot obtain a renewal, extension or replacement of the Letter of Credit such that the Letter of Credit will expire prior to the LC Expiration Date (a “Withdrawal Event”), the Company and the Letter of Credit Bank shall each give the LC Agent written notice of the occurrence of a Withdrawal Event at least forty-five (45) days prior to the then current expiration date of the Letter of Credit or Credit. Following a Withdrawal Event, the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding LC Agent shall be entitled to draw down the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, Amount in its entirety (whether or not an Event of Default shall have occurred or be continuing under any of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend Notes) and hold harmless such amount as collateral security for the Authority from and against any liability or claim arising with respect to obligations under the delivery of, or failure to deliver, a Substitute Letter Notes for the benefit of Creditthe Buyers.
Appears in 1 contract
Letter of Credit. Concurrently with the initial delivery of the Bonds pursuant to the Indenture, the Company The Sellers shall cause the initial issuance to the Purchaser of an irrevocable letter of credit in the aggregate principal amount of One Million Dollars ($1,000,000) (the “Letter of Credit to be issued by the Credit”) from Wachovia Bank, National Association, in favor of the Purchaser, substantially in the form of Exhibit 4.10 hereto, for purposes of satisfying Purchaser’s potential Claims against the Parent or any Sellers for purchase price adjustments and indemnification pursuant to this Agreement for which the Purchaser provides Parent or such Sellers notice (a “Claim Notice”) in accordance with the terms of this Agreement within the ninety (90) day period commencing on the date of issuance of such Letter of Credit (1the “Claim Period”). In the event a Claim remains unresolved as of the date ten (10) shall be substantially business days prior to the scheduled expiration date of this Letter of Credit, and the Purchaser notifies Bank in writing that such Claim remains unresolved and specifies the same form as dollar amount thereof not later than such date, with a copy to the exhibit attached to Parent, then the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; automatically renewed for an additional ninety (390) shall authorize the Trustee to draw on the Bankday period, subject to the terms and conditions thereof, up to (a) in an amount equal not to exceed the principal amount lesser of $1,000,000 or the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal specified amount of such Bonds, plus (b) an amount equal to 50 days’ interest on Claim. Upon the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion later of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions termination of the Indenture. It is anticipated Claim Period or such time that all payments of principal of and interest on no Claims that have arisen during the BondsClaim Period remain unresolved, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant Purchaser shall instruct Wachovia Bank, National Association to the Bond Indenture, will be funded from draws on terminate the Letter of Credit. The Company shall take whatever action may be necessary to maintain Parent and the Sellers acknowledge that the Letter of Credit (is not the Purchaser’s exclusive remedy against Parent or a Substitute Letter of Credit) in full force and effect during any Seller for any Claims arising hereunder, nor is the period Purchaser required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of to have the Letter of Credit to any successor Trusteeserve as its first remedy in connection with such Claims. The Company acknowledges its responsibility to arrange for an extension Furthermore, the delivery of the expiration date of the Letter of Credit or the issuance and delivery of Closing Date Balance Sheet shall be deemed a Substitute Letter of Credit (which, as defined in the Indenture, includes Claim Notice if it shows an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Creditexcess Working Capital Shortfall.”
Appears in 1 contract
Letter of Credit. Concurrently with 19.26.1 Within thirty (30) days after the initial delivery execution of this Lease, Tenant shall, as security for the payment by Tenant of the Bonds pursuant to Rent and for the Indenturefaithful performance of every provision of all the terms, the Company shall cause the initial Letter conditions and covenants of Credit this Lease to be issued performed by Tenant, deliver to Landlord the BankLOC, which Letter of Credit (1) shall be in substantially in the same form as Exhibit H, with a term of not less than one year with an automatic renewal on or after one year after its issue date. Tenant shall cause the exhibit attached LOC to be renewed annually at least thirty (30) days prior to its expiration. In the Letter of Credit Agreement; event the LOC is not renewed as required in this Section 19,26.1 at least thirty (230) shall be dated days prior to expiration, and Tenant has not delivered either cash in the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds LOC or a new LOC as hereafter required Landlord shall be entitled to draft upon the LOC for the entire amount thereof, notwithstanding that Tenant may then be current in the payment of Rent under the Lease and no other default has occurred. If for any reason the draft on the LOC is not honored in its entirety by the issuing financial institution on demand by Landlord, then Tenant shall, within 10 Business Days of receipt of notice from Landlord, deliver to Landlord either a new LOC issued by Comerica Bank (iEl Segundo, CA location) or such other financial institution reasonably acceptable to enable Landlord with offices in the Trustee Denver metropolitan area, in substantially the same form and content as Exhibit H attached hereto. Tenant shall have the right to pay substitute the principal LOC with an LOC meeting the requirements of this Section 19.26 and issued by a financial institution reasonably acceptable to Landlord with offices in the Denver metropolitan area. Provided Tenant has performed all of its obligations hereunder, the required amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion LOC shall be reduced by $100,000 on each anniversary of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Commencement Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Credit.
Appears in 1 contract
Samples: Office Lease Agreement (Everside Health Group, Inc.)
Letter of Credit. Concurrently with the initial delivery In lieu of the Bonds pursuant requirement that all Excess Cash Flow be paid to Lender as provided in Section 3.5.1, Borrower may deposit with Lender on October 15, 2010, as additional security for the Indenturerepayment of the Loan, an unconditional, irrevocable letter of credit with a face available amount of $1,500,000.00 issued for the benefit of Lender by a Rated Financial Institution, in form and substance satisfactory to Lender, in Lender’s sole discretion, and having an expiration date not earlier than one year following its issuance date (as such letter of credit, may be renewed, extended, or replaced, the Company shall cause the initial “Letter of Credit to be issued by the Bank, which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such BondsCredit”). The Letter of Credit may be extended or may be replaced by a Substitute shall provide that it shall renew automatically for consecutive terms of not less than one year each, unless the issuer thereof provides Lender with written notice not less than 90 days prior expiry date that the Letter of Credit complying with will not be renewed. If such notice is provided to Lender, then Borrower shall, prior to the provisions 30th day before the expiry date of the IndentureLetter of Credit, deliver to Lender a replacement Letter of Credit satisfying the terms of this Section. It Lender is anticipated that all payments authorized to draw under the Letter of principal Credit: (i) upon of and interest on the Bondsafter an Event of Default, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant (ii) if fewer than 30 days remain prior to the Bond Indentureexpiry thereof and the same has not been renewed or replaced with cash or an new Letter of Credit, will be funded from draws in each case conforming to the requirements of this Section 3.5, or (iii) at Borrower’s request. In connection with a written request by Borrower to draw on the Letter of Credit. The Company , Lender shall take whatever action may be necessary to maintain draw against the Letter of Credit within fifteen (or 15) days after the delivery by Borrower to Lender of a Substitute Letter request therefor (but not more often than once per month and in increments of Credit) in full force and effect during the period required by the Indentureat least $5,000, including the payment of any transfer fees required by the Bank upon any transfer of provided the Letter of Credit permits partial draws thereunder) and deposit the same into the Rollover Reserve Subaccount to any successor Trustee. The Company acknowledges its responsibility be disbursed to arrange pay Approved Leasing Expenses for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined T-Mobile Property in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon accordance with the terms and conditions, including the advance notice requirements, conditions of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of CreditSection 3.5.1.
Appears in 1 contract
Letter of Credit. Concurrently with At the initial delivery First Closing, Seller shall provide to Buyer an irrevocable letter of credit in a form acceptable to Buyer, from a nationally recognized financial institution reasonably acceptable to Buyer, in the amount of $430,000 (the "Letter of Credit") to reimburse Buyer for any Damages (hereinafter defined) incurred by Buyer as set forth in Article IX hereof. The Letter of Credit shall be effective as of the Bonds First Closing Date and be continuously in effect for a period of one (1) year and forty (40) days after the Second Closing Date, and permit Buyer to unilaterally withdraw sums for Damages incurred by Buyer and which are indemnified pursuant to Article IX of this Agreement, by presenting the Indentureoriginal Letter of Credit to the issuing bank accompanied by a letter signed by a representative of Buyer which states "The undersigned are entitled to draw upon this letter of credit pursuant to that certain agreement dated March ____, 1998 by and among Packaged Ice Southeast, Inc., S. Keitx Xxxxx xxx Annix Xxx Xxxxx (xxe "Asset Purchase Agreement")." If the Company Second Closing has not occurred by April 15, 1998, Seller agrees to renew or replace the Letter of Credit for a like term by March 22, 1999, and if Seller has not provided such renewal or replacement Letter of Credit by March 22, 1999, Buyer is entitled to draw the entire amount of the Letter of Credit. If any Damages which are indemnifiable by Seller have not been paid or are not finally determined at May 14, 1999, then Seller shall cause the initial a renewal or replacement Letter of Credit to be issued by the Bank, which Letter of Credit delivered to Buyer ten (110) shall be substantially in the same form as the exhibit attached days prior to the Letter of Credit Agreement; (2) shall be dated the date of delivery expiration of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the then current Letter of Credit, which will entitle Buyer to draw upon the issuing bank until ten (10) days after such dispute is finally determined. The Company shall take whatever action may be necessary to maintain If such replacement letter is not provided by the Letter ten (10) day period before the expiration of Credit (or a Substitute the then current Letter of Credit) in full force and effect during , then Buyer shall be entitled to draw the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension entire amount of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Credit.
Appears in 1 contract
Letter of Credit. Concurrently with Landlord requires that Tenant tender an unconditional, irrevocable letter of credit in a form and issued by a bank and in the initial delivery of the Bonds pursuant to the Indenture, the Company shall cause the initial form attached hereto as Exhibit "G" attached hereto ("Letter of Credit to be issued by the Bank, which Letter Credit") upon Tenant's execution of Credit (1) shall be substantially in the same form as the exhibit attached to this Lease. The amount of the Letter of Credit Agreement; (2) shall be dated that amount set forth in Article I. The Letter of Credit shall be held by Landlord during the date Term in accordance with the provisions of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bondsthis Section 31.1. The Letter of Credit may shall be extended or may be replaced by a Substitute irrevocable for one (1) year and shall provide that it is automatically renewable for one (1) year periods ending not earlier than sixty (60) days after the expiration of the Term without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew said Letter of Credit complying with on written notice to Landlord not less than sixty (60) days prior to the provisions expiration of the Indenture. It is anticipated then current term thereof (it being understood, however, that all payments of principal of and interest on the Bonds, and all payments of purchase price privilege of the Bonds payable upon optional or mandatory tender for purchase for issuing bank not to renew said Letter of Credit shall not, in any event, diminish the payment obligation of Tenant to maintain such irrevocable Letter of Credit with Landlord through the date which remarketing proceeds are is sixty (60) days after the date of such notice). In the event the issuing bank elects not available pursuant to the Bond Indenture, will be funded from draws on renew the Letter of Credit. The Company shall take whatever action may be necessary , Tenant shall, not less than thirty (30) days prior to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer expiration of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension then current term of the Letter of Credit) , either provide Landlord with a substitute letter of credit which meets all of the criteria contained herein. In the event that Tenant fails to do so, it shall be an Event of Default and Landlord may immediately, and without notice to Tenant, draw on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, and retain the proceeds thereof. In the event that Landlord draws upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim after an Event of Default arising with respect to the delivery of, or out of a failure to deliverprovide a renewed or replacement letter of credit as set forth herein, such Event of Default shall not be cured by such draw, nor shall such Event of Default be otherwise curable without the explicit prior written consent of the Landlord. Landlord does not have, and shall not have, any obligation to provide such consent. In addition, in the event of a Substitute bankruptcy or insolvency proceeding by or against Tenant, Landlord may draw the full amount available under the Letter of CreditCredit for application against rent payments or other amounts then due and owing to Landlord or which may become due and owing to Landlord. Section 31.2. [Intentionally deleted.]
Appears in 1 contract
Samples: Lease (Dixie Group Inc)
Letter of Credit. Concurrently (a) Guarantor agrees to obtain, as a condition precedent to Lessor’s obligations under the Lease, an irrevocable letter of credit (the “Credit”) from such issuer and in an initial amount of not less than $5,378,399.00 and in such form as is consistent with the initial delivery terms of this Guaranty and as is reasonably acceptable to Lessor. The Credit shall be unconditional and remain in full force and effect for the entire Initial Term of the Bonds pursuant Schedule identified in Section 1 above, provided that Guarantor shall upon at least 30 days prior written notice to Lessor be entitled to replace any existing letter of credit with a substitute irrevocable letter of credit (“Substitute Credit”) in such form as is consistent with the terms of this Guaranty, and in Lessor’s reasonable opinion, substantively identical in all respects to the IndentureCredit as then in effect (including, without limitation, providing for an available amount equal to the then currently available amount under the Credit and, if such substitute letter of credit provides for a transfer fee, the Company transfer fee does not exceed the transfer fee that would be in effect under the Credit originally accepted by Lessor hereunder), and is from an issuer reasonably acceptable to Lessor. Any such Substitute Credit, once issued and in the possession of Lessor, shall cause become the initial Letter only Credit on which Lessor shall make any subsequently initiated draws. Any proceeds of the Credit shall be applied by Lessor: (i) only to Guaranteed Obligations under this Guaranty, and (ii) only following the giving of a Demand Notice and the expiration of the Demand Period with respect thereto. Lessor will only be issued entitled to draw upon the Credit only to the extent of the foregoing or, if it shall have received a notice of nonrenewal from the issuer of the Credit, Lessor will be entitled to draw up to the entire available amount of the Credit, but only to the extent of the total of the Guaranteed Obligations then outstanding, and the extent of any other outstanding obligations of Guarantor under this Guaranty, and to the extent of any Guaranteed Obligations which are not due which are to come due, provided further that in the event of such a notice of nonrenewal Lessor shall not draw on the Credit if Guarantor has within 30 days of Lessor’s receipt of the notice of nonrenewal replaced the existing letter of credit with a Substitute Credit as provided above . If, for any reason, whether or not in breach of this Guaranty or in compliance with this Guaranty, Lessor (or its lawful assignees or transferees) draw on the Credit for any sums exceeding the amounts then due by Guarantor for obligations under this Guaranty (such amounts so drawn in breach of this Guaranty to the Bankextent they have not from time to time been applied to Guaranteed Obligations hereunder or paid to Guarantor hereunder, which Letter the “Excess Amounts”), Lessor agrees (A) to pay interest on such Excess Amounts at the 3-Month Treasury Constant Maturity rate as described in Federal Reserve Statistical Release H.15 – Selected Interest Rates (available, for example, at xxxx://xxx.xxxxxxxxxxxxxx.xxx/Releases/H15/data.htm and, specifically, xxxx://xxx.xxxxxxxxxxxxxx.xxx/Releases/H15/data/Weekly_Friday_/H15_TCMNOM_M3.txt which, by way of Credit further example, reflects a rate of 4.99% for the week ending December 8, 2006), or any successor publication of the US Federal Reserve System, as from time to time existing at and after such time(s) that such draws are made, the rate reported for the last day of each complete week to apply for the entire preceding week, and (B) to pay such Excess Amounts and such accrued interest to Guarantor as follows: (1) shall be substantially in the same form full at such time as the exhibit attached to the Letter of Credit Agreement; Guaranteed Obligations have been paid in full, (2) shall be dated in full at such time that Guarantor provides a Substitute Credit in such form as is consistent with the date terms of delivery of this Guaranty, and in Lessor’s reasonable opinion, substantively identical in all respects to the Bondsoriginal Credit (including, without limitation, providing for an available amount equal to the amount that would have been available under the original Credit at the time the Substitute Credit is issued had Lessor (or its lawful assignees or transferees) not drawn on the original Credit and, if such Substitute Credit provides for a transfer fee, the transfer fee does not exceed the transfer fee that was in effect under the original Credit), and such Substitute Credit is from an issuer reasonably acceptable to Lessor; (3) if at any time the Excess Amounts plus accrued interest therein plus the amounts then available under the Credit exceed the amount that would have otherwise been available under the Credit if the Excess Amounts then outstanding had not been drawn under the Credit (and no subsequent conditions had existed that would have allowed a draw of any portion of such Excess Amounts or otherwise permitted Lessor to notify the issuer of the Credit to cease further reductions), and the quarterly reductions had thus continued to occur under the terms of the Credit (the “Putatively Scheduled Reductions”), Lessor shall authorize upon demand of Guarantor immediately pay Guarantor the Trustee Excess Amounts and accrued interest thereon to draw the extent the actual amount available under the Credit exceeds the amount that would have been available under the Credit had the Putatively Scheduled Reductions (as in effect on the Bankdate of Guarantor’s demand) taken place, subject or (4) as is subsequently agreed-to in writing by the terms parties hereto or ordered by a court of competent jurisdiction as referenced in Section 11 below (provided, however, that this reference to such order shall not be considered an agreement or stipulation thereto by Lessor). Any Excess Amounts and conditions thereofaccrued interest shall be considered a general obligation of Lessor and, up for the avoidance of doubt, not the property of Guarantor and not property held in held in trust for the benefit of Guarantor. For the further avoidance of doubt, Lessor shall have no obligations with respect to (a) an amount equal to such Excess Amounts or accrued interest except as expressly provided for in this Guaranty, and, without limiting the principal amount generality of the Bonds foregoing, Lessor need not keep any Excess Amounts or accrued interest in a separate account or otherwise segregate any Excess Amounts or accrued interest from its general assets and obligations (i) to enable it being the Trustee to pay the principal amount express agreement of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it parties that in exchange for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee Lessor’s obligation to pay interest on the Bonds when due Excess Amounts as provided above Lessor shall have the full benefit and (ii) to enable the Trustee to pay the portion use of the purchase price Excess Amounts and accrued interest, which it may invest, reinvest, or not invest, all as Lessor may see fit in its absolute discretion, without having to account to Guarantor for the same). Any Excess Amounts and accrued interest shall be applied by Lessor only to Guaranteed Obligations under this Guaranty, and only following the giving of Bonds tendered to it for purchase corresponding a Demand Notice and the expiration of the Demand Period with respect thereto. The parties agree that their fundamental agreement and intent hereunder is that the Guaranteed Obligations be at all times unconditionally secured by full access to the funds intended to be available under the Credit (as originally contemplated hereby) even following any breach hereunder by Lessor. Accordingly, the parties agree that no payment of the Excess Amounts shall be paid to Guarantor except to the extent provided in clauses (1) through (3) above and that any court in determining remedies for the breach by Lessor hereunder shall not order payment of such amounts over to Guarantor except consistent with clauses (1) through (3) above but, rather, shall consider alternative remedies consistent with the parties’ intent, including, without limitation, maintaining the Excess Amounts and accrued interest on thereon which are not required to be paid to Guarantor under any of clauses (1) through (3) above in a separate account such Bondsthat Lessor shall have the full benefit thereof without condition or contingency—other than the conditions provided in this Guaranty that the Guaranteed Obligations shall not have been actually paid, that a Demand Notice shall be given as provided above, and that the ensuing Demand Period shall have expired. The Letter For the avoidance of Credit may be extended or may be replaced by doubt, as stated in clause (2) above, nothing in this paragraph shall prevent Guarantor from being entitled to immediate payment of the Excess Amounts if and when Guarantor provides a Substitute Letter of Credit complying in such form as is consistent with the provisions terms of this Guaranty, and in Lessor’s reasonable opinion, substantively identical in all respects to the Indenture. It original Credit (including, without limitation, providing for an available amount equal to the amount that would have been available under the original Credit at the time the Substitute Credit is anticipated that all payments of principal of and interest issued had Lessor (or its lawful assignees or transferees) not drawn on the Bondsoriginal Credit and, if such Substitute Credit provides for a transfer fee, the transfer fee does not exceed the transfer fee that was in effect under the original Credit), and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant such Substitute Credit is from an issuer reasonably acceptable to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of CreditLessor.
Appears in 1 contract
Samples: Cypress Semiconductor Corp /De/
Letter of Credit. Concurrently with In lieu of making cash deposits into the initial delivery Replacement Reserve Account, Borrower may, as security for its obligations under Section 4.05 of the Bonds pursuant this Loan Agreement, deliver to the Indenture, the Company shall cause the initial Letter of Credit to be issued by the Bank, which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw Lender on the Bank, subject to the terms and conditions thereof, up to Closing Date an irrevocable letter of credit (apayable on sight draft) in an amount equal to One Hundred Nine Thousand Two Hundred Fifty and no/100 dollars ($109,250.00) (“Letter of Credit”), naming Lender as the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bondssole beneficiary thereof. The Letter of Credit may shall: (a) be extended perpetual or may for a term of one year with automatic renewals unless Lender receives written notice of non-renewal from the issuing financial institution at least sixty (60) days prior to the expiration of the then current Letter of Credit; (b) be replaced issued by a Substitute Letter domestic financial institution that is not an Affiliate of Credit complying with the provisions Borrower and that has a long-term senior debt rating by S&P of the Indenture. It not less than “AA” or such other credit rating as is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional acceptable to Lender; (c) permit full or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant partial draws without condition or charge to the Bond Indenture, will be funded from draws on beneficiary of the Letter of Credit. The Company shall take whatever action may ; (d) be necessary to maintain freely transferable by the beneficiary of the Letter of Credit (and each successor as beneficiary) without restriction or charge and (e) otherwise be acceptable to Lender in all respects. If Borrower elects, in lieu of making deposits to the Replacement Reserve Account to deliver to Lender a Substitute Letter of Credit. Borrower shall cause the Letter of Credit to remain valid and effective at all times while the Loan is outstanding plus an additional thirty (30) days following the full payment of the Loan unless and to the extent the Letter of Credit is drawn upon by Lender and paid in the amount of such draw. The Letter of Credit shall be effective and delivered as of the Closing Date. Lender shall have the right to draw in full force or in part upon the Letter of Credit, without notice to Borrower: (i) upon the occurrence of an Event of Default; (ii) if Lender has not received, at least thirty (30) days prior to the date on which the then outstanding Letter of Credit is scheduled to expire, a renewal or replacement Letter of Credit that satisfies all requirements of this Section 6.08 and effect during Borrower has not deposited into the period required Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.05; (iii) upon a transfer of the Loan by Lender (within the meaning of Article 15 hereof) to another party (“Transferee”), Lender or is Transferee has not been delivered within ten (10) days of Lender’s notice of such transfer, for any reason, either an endorsement to any Letter of Credit by the Indenture, including issuing financial institution evidencing Transferee as the payment new beneficiary thereunder or a substitute Letter of Credit naming Transferee as beneficiary thereunder and Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.05; (iv) if Borrower fails to cooperate in any manner deemed appropriate or advisable by Lender in order for Lender to obtain an endorsement or substitute Letter of Credit and Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.05; (v) if Borrower fails to pay any transfer fees required by fee due in connection with transferring the Bank upon Letter of Credit to the Transferee and Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.05; or (vi) if Lender has not received within ten (10) Business Days of the earlier of (A) Lender’s notice to Borrower that the financial institution issuing the Letter of Credit ceases to meet the rating requirement set forth in this Section 6.08, or (B) Borrower finding out that the financial institution issuing the Letter of Credit ceases to meet the rating requirement set forth in this Section 6.08, a replacement Letter of Credit that satisfies all requirements of this Section 6.08 and Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.05. Lender shall be entitled to charge Borrower a reasonable processing fee for administering and reviewing any transfer renewal, replacement or release of the Letter of Credit which Borrower is required to any successor Trustee. The Company acknowledges its responsibility provide pursuant to arrange for an extension of this Loan Agreement and Borrower has not deposited into the expiration date of Replacement Reserve Account the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) amounts that Borrower is obligated to have on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure deposit pursuant to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of CreditSection 4.05.
Appears in 1 contract
Letter of Credit. Concurrently with To secure the initial delivery obligation of Buyer to pay the Bonds pursuant to Periodic Fee and the IndentureOperation and Maintenance Monthly Fee due on each Buyer Monthly Payment Date, the Company on March 10, 2011, (a) Buyer shall cause the initial Letter post in favor of Credit to be issued by the Bank, which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to Seller the Letter of Credit AgreementCredit; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) Seller shall provide Buyer with written evidence that a letter of credit has been posted on behalf of Seller in the amount of $10,000,000 in favor of SMBC as administrative agent, which letter of credit may be drawn down in full by SMBC upon an amount equal to 50 days’ interest on event of default by Seller under the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such BondsForbearance Agreement. The Letter of Credit may be extended or may be replaced by a Substitute shall terminate on the Buyer Monthly Payment Termination Date. The Letter of Credit complying with shall be in the provisions form of the Indenture. It is anticipated that all payments letter of principal of credit attached hereto as Exhibit C2 to Schedule 8 and interest on shall permit Seller to draw down the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer amount of the Letter of Credit upon a Buyer Event of Default. Seller shall notify Buyer of its receipt of any Notice of Non-Renewal thirty (30) days prior to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery Credit. Buyer shall deliver to Seller a replacement letter of a Substitute Letter of Credit (which, as defined credit substantially in the Indenture, includes an extension form of the Letter of Credit) on or before the Interest Payment Date Credit on the Bonds immediately preceding later of fifteen (15) days prior to the expiration of the Letter of Credit Termination Dateor a replacement letter of credit, upon the terms and conditionsif applicable, including the advance notice requirements, or fifteen (15) days after Buyer's receipt of a copy of the Indenture, and Notice of Non-Renewal from Seller. Seller may draw down the Company further acknowledges that failure to do so will result in a redemption or acceleration full amount of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit or the replacement letter of credit, as applicable, if Buyer does not deliver to Seller a replacement letter of credit in accordance with the terms of this Section 11.07. The principal amounts of the Taxable Loans shall be reduced by the amounts drawn down by Seller on the Letter of Credit. Such amounts drawn by Seller shall not be considered as liquidated damages. Seller shall reimburse Buyer for all of its reasonable substantiated third-party costs incurred in providing and maintaining the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Credit.
Appears in 1 contract
Letter of Credit. Concurrently (a) Guarantor agrees to obtain, as a condition precedent to Lessor’s obligations under the Lease, an irrevocable letter of credit (the “Credit”) from such issuer and in an initial amount of not less than $3,598,633.00 and in such form as is consistent with the initial delivery terms of this Guaranty and as is reasonably acceptable to Lessor. The Credit shall be unconditional and remain in full force and effect for the entire Initial Term of the Bonds pursuant Schedule identified in Section 1 above, provided that Guarantor shall upon at least 30 days prior written notice to Lessor be entitled to replace any existing letter of credit with a substitute irrevocable letter of credit (“Substitute Credit”) in such form as is consistent with the terms of this Guaranty, and in Lessor’s reasonable opinion, substantively identical in all respects to the IndentureCredit as then in effect (including, without limitation, providing for an available amount equal to the then currently available amount under the Credit and, if such substitute letter of credit provides for a transfer fee, the Company transfer fee does not exceed the transfer fee that would be in effect under the Credit originally accepted by Lessor hereunder), and is from an issuer reasonably acceptable to Lessor. Any such Substitute Credit, once issued and in the possession of Lessor, shall cause become the initial Letter only Credit on which Lessor shall make any subsequently initiated draws. Any proceeds of the Credit shall be applied by Lessor: (i) only to Guaranteed Obligations under this Guaranty, and (ii) only following the giving of a Demand Notice and the expiration of the Demand Period with respect thereto. Lessor will only be issued entitled to draw upon the Credit only to the extent of the foregoing or, if it shall have received a notice of nonrenewal from the issuer of the Credit, Lessor will be entitled to draw up to the entire available amount of the Credit, but only to the extent of the total of the Guaranteed Obligations then outstanding, and the extent of any other outstanding obligations of Guarantor under this Guaranty, and to the extent of any Guaranteed Obligations which are not due which are to come due, provided further that in the event of such a notice of nonrenewal Lessor shall not draw on the Credit if Guarantor has within 30 days of Lessor’s receipt of the notice of nonrenewal replaced the existing letter of credit with a Substitute Credit as provided above . If, for any reason, whether or not in breach of this Guaranty or in compliance with this Guaranty, Lessor (or its lawful assignees or transferees) draw on the Credit for any sums exceeding the amounts then due by Guarantor for obligations under this Guaranty (such amounts so drawn in breach of this Guaranty to the Bankextent they have not from time to time been applied to Guaranteed Obligations hereunder or paid to Guarantor hereunder, which Letter the “Excess Amounts”), Lessor agrees (A) to pay interest on such Excess Amounts at the 3-Month Treasury Constant Maturity rate as described in Federal Reserve Statistical Release H.15 – Selected Interest Rates (available, for example, at xxxx://xxx.xxxxxxxxxxxxxx.xxx/Releases/H15/data.htm and, specifically, xxxx://xxx.xxxxxxxxxxxxxx.xxx/Releases/H15/data/Weekly_Friday_/H15_TCMNOM_M3.txt which, by way of Credit further example, reflects a rate of 4.99% for the week ending December 8, 2006), or any successor publication of the US Federal Reserve System, as from time to time existing at and after such time(s) that such draws are made, the rate reported for the last day of each complete week to apply for the entire preceding week, and (B) to pay such Excess Amounts and such accrued interest to Guarantor as follows: (1) shall be substantially in the same form full at such time as the exhibit attached to the Letter of Credit Agreement; Guaranteed Obligations have been paid in full, (2) shall be dated in full at such time that Guarantor provides a Substitute Credit in such form as is consistent with the date terms of delivery of this Guaranty, and in Lessor’s reasonable opinion, substantively identical in all respects to the Bondsoriginal Credit (including, without limitation, providing for an available amount equal to the amount that would have been available under the original Credit at the time the Substitute Credit is issued had Lessor (or its lawful assignees or transferees) not drawn on the original Credit and, if such Substitute Credit provides for a transfer fee, the transfer fee does not exceed the transfer fee that was in effect under the original Credit), and such Substitute Credit is from an issuer reasonably acceptable to Lessor; (3) if at any time the Excess Amounts plus accrued interest therein plus the amounts then available under the Credit exceed the amount that would have otherwise been available under the Credit if the Excess Amounts then outstanding had not been drawn under the Credit (and no subsequent conditions had existed that would have allowed a draw of any portion of such Excess Amounts or otherwise permitted Lessor to notify the issuer of the Credit to cease further reductions), and the quarterly reductions had thus continued to occur under the terms of the Credit (the “Putatively Scheduled Reductions”), Lessor shall authorize upon demand of Guarantor immediately pay Guarantor the Trustee Excess Amounts and accrued interest thereon to draw the extent the actual amount available under the Credit exceeds the amount that would have been available under the Credit had the Putatively Scheduled Reductions (as in effect on the Bankdate of Guarantor’s demand) taken place, subject or (4) as is subsequently agreed-to in writing by the terms parties hereto or ordered by a court of competent jurisdiction as referenced in Section 11 below (provided, however, that this reference to such order shall not be considered an agreement or stipulation thereto by Lessor). Any Excess Amounts and conditions thereofaccrued interest shall be considered a general obligation of Lessor and, up for the avoidance of doubt, not the property of Guarantor and not property held in held in trust for the benefit of Guarantor. For the further avoidance of doubt, Lessor shall have no obligations with respect to (a) an amount equal to such Excess Amounts or accrued interest except as expressly provided for in this Guaranty, and, without limiting the principal amount generality of the Bonds foregoing, Lessor need not keep any Excess Amounts or accrued interest in a separate account or otherwise segregate any Excess Amounts or accrued interest from its general assets and obligations (i) to enable it being the Trustee to pay the principal amount express agreement of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it parties that in exchange for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee Lessor’s obligation to pay interest on the Bonds when due Excess Amounts as provided above Lessor shall have the full benefit and (ii) to enable the Trustee to pay the portion use of the purchase price Excess Amounts and accrued interest, which it may invest, reinvest, or not invest, all as Lessor may see fit in its absolute discretion, without having to account to Guarantor for the same). Any Excess Amounts and accrued interest shall be applied by Lessor only to Guaranteed Obligations under this Guaranty, and only following the giving of Bonds tendered to it for purchase corresponding a Demand Notice and the expiration of the Demand Period with respect thereto. The parties agree that their fundamental agreement and intent hereunder is that the Guaranteed Obligations be at all times unconditionally secured by full access to the funds intended to be available under the Credit (as originally contemplated hereby) even following any breach hereunder by Lessor. Accordingly, the parties agree that no payment of the Excess Amounts shall be paid to Guarantor except to the extent provided in clauses (1) through (3) above and that any court in determining remedies for the breach by Lessor hereunder shall not order payment of such amounts over to Guarantor except consistent with clauses (1) through (3) above but, rather, shall consider alternative remedies consistent with the parties’ intent, including, without limitation, maintaining the Excess Amounts and accrued interest on thereon which are not required to be paid to Guarantor under any of clauses (1) through (3) above in a separate account such Bondsthat Lessor shall have the full benefit thereof without condition or contingency—other than the conditions provided in this Guaranty that the Guaranteed Obligations shall not have been actually paid, that a Demand Notice shall be given as provided above, and that the ensuing Demand Period shall have expired. The Letter For the avoidance of Credit may be extended or may be replaced by doubt, as stated in clause (2) above, nothing in this paragraph shall prevent Guarantor from being entitled to immediate payment of the Excess Amounts if and when Guarantor provides a Substitute Letter of Credit complying in such form as is consistent with the provisions terms of this Guaranty, and in Lessor’s reasonable opinion, substantively identical in all respects to the Indenture. It original Credit (including, without limitation, providing for an available amount equal to the amount that would have been available under the original Credit at the time the Substitute Credit is anticipated that all payments of principal of and interest issued had Lessor (or its lawful assignees or transferees) not drawn on the Bondsoriginal Credit and, if such Substitute Credit provides for a transfer fee, the transfer fee does not exceed the transfer fee that was in effect under the original Credit), and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant such Substitute Credit is from an issuer reasonably acceptable to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of CreditLessor.
Appears in 1 contract
Samples: Cypress Semiconductor Corp /De/
Letter of Credit. Concurrently In lieu of a cash Security Deposit, simultaneously with the initial execution and delivery of this Sub-Sublease, Annuncio may deliver to Agresso an irrevocable and unconditional standby letter of credit made payable to Agresso, its successors and assigns, in the Bonds pursuant to sum of Annuncio's Security Deposit (the Indenture"Letter of Credit"), which shall secure the Company shall cause performance by Annuncio of all obligations on the initial part of Annuncio hereunder. The Letter of Credit shall include a provision reducing the amount thereunder consistent with the reductions of Annuncio's Security Deposit as provided for in paragraph 5.2(a). In the event that the amount of Annuncio's Security Deposit is permitted to be issued by reduced pursuant to paragraph 5.2(b), Annuncio shall have the Bank, which right to substitute in place of the Letter of Credit (1) shall be substantially in the same form as the exhibit attached a letter of credit identical to the Letter of Credit Agreement; (2) in all aspects except that the amount thereof shall be dated the date of delivery $54,030.20. The issuer of the Bonds; (3) Letter of Credit shall authorize be a banking institution with at least a rating of A and otherwise reasonably acceptable to Agresso. Although Agresso shall only have the Trustee right to draw under the Letter of Credit as set forth herein, under the terms of the Letter of Credit, the sole condition to Agresso's draw upon the Letter of Credit shall be presentment to the issuer thereof, prior to or on the Bankexpiration date, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it a demand for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bondspayment. The Letter of Credit may shall be extended or may be replaced by a Substitute Letter of Credit complying with self-renewing from year to year during the provisions of Sub-Sublease Term so as to expire no earlier than thirty (30) days following the IndentureSub-Sublease Term expiration date and shall contain such other customary terms as Agresso requires in its reasonable discretion. It is anticipated agreed: (i) that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (may be drawn upon to cure any default that may exist, without prejudice to any other remedy or a Substitute remedies that Agresso may have on account thereof, and upon Agresso's demand, Annuncio shall reimburse the issuer for the amount so drawn so that the Letter of CreditCredit will be restored to its original amount; (ii) in full force and effect during that the period required by Letter of Credit may be drawn upon if the Indenture, including Letter of Credit has not been extended or renewed without amendment at least thirty (30) days prior to any then-current expiration date thereof; (iii) that if the payment rating of any transfer fees required by the Bank upon any transfer issuer of the Letter of Credit at any time drops below A, then, within sixty (60) days of Agresso's demand, Annuncio shall replace the Letter of Credit with another Letter of Credit in a form reasonably acceptable to any successor Trustee. The Company acknowledges its responsibility Agresso and with an issuer with a rating of at least an A and otherwise reasonable acceptable to arrange for Agresso and Agresso may draw on the existing Letter of Credit if, after Agresso requests that Annuncio replace the Letter of Credit as aforesaid, Agresso is not provided with a substitute Letter of Credit in a form, and from an extension of issuer, satisfactory to Agresso as provided above at least fifteen (15) days prior to the then-current expiration date of the Letter of Credit or the issuance Credit; and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Creditiv) on or before the Interest Payment Date on the Bonds immediately preceding that the Letter of Credit Termination Date, shall be returned to Annuncio upon the terms and conditions, including later of (a) thirty (30) days after the advance notice requirements, expiration of the IndentureSub-Sublease Term, or (b) the date Annuncio has vacated the Agresso Premises and surrendered possession thereof to Agresso at the Company further acknowledges that failure to do so will result in a redemption or acceleration expiration of Bonds the Sub-Sublease Term as provided herein and has paid Agresso all sums due and owing under this Sub-Sublease. Annuncio shall use the Premises only for the uses permitted in the Indenture. The Company acknowledges Original Sublease, except as otherwise consented to in writing by Master Lessor and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of CreditAgresso.
Appears in 1 contract
Samples: Sub Lease (Annuncio Software Inc)
Letter of Credit. Concurrently with the initial delivery of the Bonds pursuant to the Indenture, the Company shall cause the initial Letter of Credit to be issued by the Bank, which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated Bankers' Acceptance Facility. From and including the date of delivery this Agreement and prior to the Facility Termination Date, the Bank agrees, on the terms and conditions set forth in this Agreement, upon request of the Bonds; Borrower, to (3i) shall authorize the Trustee to draw on the Bankissue Letters of Credit, subject to the terms L/C and conditions thereofB/A Facility Limit, up to (a) an amount equal to with expiration dates of not more than 90 days beyond the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration Facility Termination Date, and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding permit Bankers' Acceptances, subject to the principal L/C and B/A Facility Limit, with expiration dates for Bankers' Acceptances obtained in connection with Letters of Credit issued hereunder, up to an aggregate amount outstanding for such Bankers' Acceptances of such Bondsup to $3,000,000, plus of not more than 150 days beyond the Facility Termination Date (b) an amount equal to 50 days’ interest on the Bonds "L/C and B/A Facility"). The Letters of Credit shall be issued in accordance with the Bank's customary practices at the Maximum Rate (i) to enable time of issuance, utilizing documentation prevailing at such times and, if drawn upon, amounts paid thereon shall be repaid by the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding Borrower upon demand, in full reimbursement to the accrued interest on Bank of all such Bonds. The amounts drawn upon under any Letter of Credit issued pursuant hereto, and in full payment of any such additional reimbursement obligations as may be extended or may be replaced contained in any documentation executed by a Substitute Letter of Credit complying the Borrower in conjunction with the provisions issuance of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter such Letters of Credit. The Company shall take whatever action may be necessary To the extent repayment of all amounts reimbursable to maintain the Letter Bank for drawings against Letters of Credit (or a Substitute Letter of Credit) in full force is not immediately made, the reimbursement obligations resulting from such drawings shall be evidenced by and effect during subject to the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer terms of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance Back-Up L/C and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of CreditB/A Demand Note.
Appears in 1 contract
Samples: Senior Revolving Credit Agreement (Enesco Group Inc)
Letter of Credit. Concurrently with TRS shall obtain and maintain a letter of ---------------- credit, in favor of Ryder, in the initial delivery amount of the Bonds pursuant to the Indenturetwo and one-half million dollars ($2,500,000.00), the Company shall cause issuer or confirming bank of which will be a bank reasonably acceptable to Ryder and the initial Letter terms of Credit to be issued by the Bank, which Letter of Credit (1) shall be substantially in accordance with the same form attached hereto as Exhibit B (the exhibit attached "Letter of Credit"), which may be drawn by Ryder in the event of a Material Breach by TRS under clause 13.A(i) of this Agreement or any of the other agreements between the parties of even date herewith entitled Administrative Services Agreement, MIS Support Agreement or Used Truck Sales Agreement, as any of them may be amended from time to time, or as otherwise provided in Schedule 9.6(c) of the Asset Purchase Agreement. Such Letter of Credit shall be for a term of at least one year. One master $2.5 million letter of credit which complies with the terms of this paragraph shall constitute the Letter of Credit Agreement; under each of the foregoing listed agreements (2) "Support Agreements"). TRS shall be dated obligated to promptly replace the Letter of Credit or restore it to its full amount, respectively, should Ryder draw such Letter of Credit in full or in part due to the occurrence of a Material Breach under this Agreement. * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Notwithstanding the foregoing, TRS may terminate, or not renew, the Letter of Credit after the first anniversary of the date hereof, if it is not in default of delivery of the Bondsthis Agreement at such time; (3) shall authorize the Trustee to draw on the Bankprovided, subject to the terms and conditions thereofhowever, up to (a) an amount equal to the principal amount of the Bonds that should TRS, after such time either (i) commit a Material Breach of this Agreement due to enable the Trustee failure to pay the principal amount of the Bonds when charges due at maturity hereunder or upon redemption under any Support Agreement (except if prevented by a force majeure under Section 16.K below) or acceleration and (ii) twice within a twelve-month period fail to enable timely pay charges due hereunder or under any Support Agreement (except if prevented by a force majeure under Section 16.K below), then TRS shall again be obligated to obtain and maintain the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute pursuant to the first two sentences of the previous paragraph, and to promptly replace the Letter of Credit complying with or restore it to its full amount, respectively, should Ryder draw such Letter of Credit in full or in part due to the provisions occurrence of a Material Breach under this Agreement. If, however, during the Indenture. It is anticipated that following twelve months TRS timely pays all payments of principal of and interest on the Bondscharges coming due hereunder, and all payments is not at such time otherwise in default of purchase price of the Bonds payable upon optional this Agreement, or mandatory tender for purchase for the payment of which remarketing proceeds are in bankruptcy, then TRS may again terminate, or not available pursuant to the Bond Indenturerenew, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary , and TRS's obligations hereunder to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indentureshall cease, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect subject to the delivery of, or failure to deliver, a Substitute Letter of Creditlast stated proviso above.
Appears in 1 contract
Letter of Credit. Concurrently To secure the obligations of MarkWest and MEA under the Gas Agreements and the full and punctual payment and performance of all present and future liabilities of MarkWest or MEA to Equitable with respect to all agreements between the initial delivery parties, whether existing now or in the future, including MarkWest’s obligations [*] under the Gas Purchase Agreement, or otherwise (the “Secured Obligations”), MarkWest shall obtain and maintain, during the term of the Bonds pursuant Gas Purchase Agreement and thereafter until payment for all [*] Gas has been made to Equitable, an irrevocable, stand-by letter of credit, with a bank and in form reasonably acceptable to Equitable and substantially the same as the attached Exhibit A (the “Letter of Credit”) in favor of Equitable Production Company (“Equitable”) for one or more drawings up to the Indenture, the Company shall cause the initial Letter of Credit to be issued by the Bank, which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal aggregate amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds[*]. The Letter of Credit may shall contain an expiry date of the earlier of (i) [*] following the expiration of the term of the Gas Purchase Agreement, or (ii) [*] following any earlier termination of the Gas Purchase Agreement; provided, such expiry date shall be extended extended, as necessary, until the date that all obligations of MarkWest under the Gas Purchase Agreement have been fully discharged. Within ten (10) business days of receipt by Equitable of MarkWest’s audited financial statements or may be replaced by SEC 10-Q or 10-K filings at the end of each calendar quarter, Equitable shall [*] and the financial condition of MarkWest to determine [*] if a Substitute different amount under the Letter of Credit complying with is appropriate. If Equitable determines that a modification in the provisions maximum amount under the Letter of Credit is appropriate, it shall notify MarkWest [*]. The maximum aggregate amount that can be drawn under the Indenture. It Letter of Credit, as from time to time established, shall be referred to as the “L/C Amount”, which L/C Amount is anticipated that all payments of principal of and interest on the Bondsinitially [*], and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant shall in no event be less than [*] nor more than [*]. Notwithstanding anything to the Bond Indenturecontrary herein, will be funded from draws within [*] after any draw on the Letter of Credit. The Company , MarkWest shall take whatever action may be necessary deliver to maintain the Letter Equitable an additional letter of Credit (credit, or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit seek to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of modify the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees such that the Authority shall have no responsibility aggregate amount available to obtain a Substitute be drawn under such Letter of Credit and any additional letters of credit, shall be an amount no less than the Company shall releaselatest determined L/C Amount, defend and hold harmless the Authority from and against notwithstanding such draw or any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Creditprevious draws.
Appears in 1 contract
Samples: Responsibility and Security Agreement (Markwest Hydrocarbon Inc)
Letter of Credit. Concurrently with Buyer may elect to deliver the initial delivery Deposit to Seller in cash or in the form of an irrevocable, standby letter of credit for the Bonds pursuant same amount (the "Deposit L/C"). The Deposit L/C shall be (a) in a form reasonably acceptable to the IndentureSeller, the Company shall cause the initial Letter (b) issued in favor of Credit to be Seller under this Agreement and (c) issued by the Bank, which Letter a bank that has a long-term unsecured debt rating as of Credit (1) shall be substantially in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery issuance of at least A+ by Standard & Poor's Rating Information Services and A1 by Xxxxx'x Investors Service and that is otherwise reasonably satisfactory to Seller. The Deposit L/C (and any replacement thereof furnished in accordance with this Section 3.4.2) shall have an expiration date no earlier than the first anniversary of the Bonds; (3) date of issuance thereof and shall authorize be automatically renewed from year to year unless stated not to be so renewed by the Trustee to draw on the Bank, subject issuer thereof in a written notice given to the terms and conditions thereof, up to (a) an amount equal Seller not less than 30 days prior to the principal amount expiration thereof. In the event of the Bonds (i) to enable the Trustee to pay the principal amount termination of the Bonds when due at maturity or upon redemption or acceleration Deposit L/C (and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying any replacement thereof furnished in accordance with the provisions of this Section 3.4.2), Buyer shall deliver to Seller a replacement letter or letters of credit in lieu thereof no later than 30 days prior to the Indentureexpiration of the preceding letter of credit. It is anticipated If Buyer shall fail to obtain any replacement of the Deposit L/C (and/or any replacement thereof furnished in accordance with the provisions of this Section 3.4.2), then Seller shall draw down the full amount of the existing Deposit L/C and retain the same as security for the covenants, agreements and obligations of Buyer under this Agreement. Any replacement of any Deposit L/C shall be in a form reasonably acceptable to Seller. Buyer acknowledges that all payments Seller has agreed to accept the Deposit L/C in lieu of principal a cash down payment against the Purchase Price solely as an accommodation to Buyer. Buyer acknowledges that, in the event Buyer elects to provide a Deposit L/C in lieu of and interest on a cash Deposit, Seller shall draw down the Bondsfull amount of the Deposit L/C at the Closing to be credited against the Base Purchase Price, and all payments of purchase price of Buyer shall not be entitled to interest at the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds Applicable Rate as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter Section 3.4.1 of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Creditthis Agreement.
Appears in 1 contract
Letter of Credit. Concurrently with (i) Within ten (10) Business Days after the initial delivery Effective Date, Merchant shall deliver to TDFS an Eligible Letter of Credit in the amount of five hundred thousand US Dollars (US$500,000) (the “Letter of Credit Amount”). If, at any time, an event occurs that would cause any Letter of Credit previously delivered to TDFS to cease to be an Eligible Letter of Credit or no longer be in an amount equal to or greater than the Letter of Credit Amount, within ten (10) Business Days of the Bonds pursuant to earlier of (i) the Indenturedate on which Merchant learns of the occurrence of such event; or (ii) the date on which Merchant receives notice thereof from TDFS, the Company shall Merchant will cause the initial a substitute Eligible Letter of Credit to be issued by the Bank, which Letter of Credit (1) shall be substantially and delivered to TDFS in the same form as the exhibit attached a face amount equal to or greater than the Letter of Credit Agreement; (2) shall be dated Amount. Within the date earlier of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an fourteen (14) days of notice from the issuer of the then outstanding Letter of Credit that the same will not be renewed; and (b) thirty (30) days prior to the expiration of each Letter of Credit provided to TDFS, Merchant will cause a substitute Eligible Letter of Credit to be issued and delivered to TDFS in a face amount equal to or greater than the principal amount Letter of Credit Amount and in such case TDFS shall deliver the expiring Letter of Credit to Merchant. Any amounts drawn under a Letter of Credit hereunder in excess of the Bonds amounts due TDFS hereunder will be held by TDFS in a non-interest bearing account on TDFS’s books (ithe “Collateral Account”) to enable the Trustee and shall secure Merchant’s full and prompt payment of all further amounts due hereunder. If Merchant fails to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds any amounts hereunder when due and such amount has not been paid or satisfied within five (ii5) Business Days of notice by TDFS to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit Merchant, TDFS may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bondsimmediately, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant without further notice to the Bond IndentureMerchant, will be funded from draws further draw on the Letter of CreditCredit or, if applicable, debit any such unpaid amount from any amounts then remaining in the Collateral Account and apply the equivalent in Canadian Dollars of such amount to the unpaid amounts. The Company shall take whatever action may be necessary In addition, if Merchant fails to maintain the provide a substitute or replacement Eligible Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period as required by this Section 4(c) or if Merchant is in default under this Agreement and such default has not been remedied by Merchant within five (5) Business Days of notice by TDFS to Merchant, TDFS may draw on the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of full amount available under the Letter of Credit) on or before , apply the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indentureequivalent in Canadian Dollars to any amounts received in such drawing against Merchant’s outstanding unpaid obligations hereunder, and credit the Company further acknowledges that failure Collateral Account with the amount equal to do so will result in a redemption or acceleration of Bonds as provided any remaining balance. TDFS’s security interest in the Indenture. The Company acknowledges and agrees Collateral Account shall be in addition to any right of setoff or recoupment that the Authority shall TDFS may otherwise have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability under this Agreement or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of CreditApplicable Law.
Appears in 1 contract
Samples: Private Label Credit Card Program Agreement (Zale Corp)
Letter of Credit. Concurrently with the initial delivery of the Bonds pursuant to the Indenture, the Company shall cause the initial Letter of Credit to be issued by the Bank, which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) Within ten (10) business days after the execution of this Lease, Tenant shall deposit with Landlord an amount equal to irrevocable letter of credit (the principal "Letter of Credit") in the amount of the Bonds Eight Hundred Thousand Dollars (i$800,000.00) to enable the Trustee to pay the principal amount as part of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such BondsSecurity Deposit under this Lease. The Letter of Credit may provided for under this Section shall be an unconditional "clean" Letter of Credit and require no documents, and shall be in the form attached as Exhibit D and from a banking institution satisfactory to Landlord; provided however, Landlord pre-approves Comerica Bank as the Issuer initially. It shall also be in compliance with all applicable laws and regulations, including, without limitation, applicable regulations of the Comptroller of the Currency. The Letter of Credit shall have an absolute expiration date of not earlier than forty-five (45) days after the Expiration Date of the initial Term of this Lease and prior thereto shall be extended or may automatically on each anniversary of issuance unless the Issuer provides Landlord with not less than forty-five (45) days prior written notice of non-renewal, in which case the same shall be replaced by a Substitute Tenant with another Letter of Credit complying which complies with the provisions of the Indentureforegoing requirements at least thirty (30) days prior to its expiration. It is anticipated agreed that all payments in the event (i) Tenant defaults in the performance or observance of principal of and interest on the Bonds, and all payments of purchase price any of the Bonds payable upon optional or mandatory tender for purchase for the payment terms, provisions, covenants and conditions of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenturethis Lease, including the payment of Rent or any transfer fees required by other sum due from Tenant with respect to the Bank upon any transfer of Lease, or (ii) the Letter of Credit is not extended or replaced by Tenant in a manner which complies with the foregoing provisions of this Section, Landlord shall have the right but shall not be required to, from time to time without prejudice to any successor Trustee. The Company acknowledges its responsibility other remedy Landlord may have on account thereof, to arrange for an extension of the expiration date of present the Letter of Credit or for payment and to retain the issuance and delivery of a Substitute Letter of Credit (which, proceeds as defined security in the Indentureevent of an occurrence under clause (i) above, includes or in the event of an extension occurrence under clause (i) above, to use, apply or retain the whole or any part of the Letter of Credit) on proceeds to the extent Landlord could use, apply or before the Interest Payment Date on the Bonds immediately preceding retain any other funds deposited with Landlord as a Security Deposit hereunder, and any amounts so used, applied or retained shall be replenished by Tenant as provided in Section 5.03 below. If Landlord presents the Letter of Credit Termination Datefor payment, upon no interest shall be payable to Tenant on the terms and conditions, including proceeds. Tenant shall not assign or encumber or attempt to assign or encumber the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit deposited (or the proceeds thereof) as part of the Security Deposit, and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Credit.neither Landlord
Appears in 1 contract
Samples: Office Lease (Calico Commerce Inc/)
Letter of Credit. Concurrently with the initial delivery of the Bonds pursuant to the Indenture, the Company shall cause the initial A Letter of Credit to shall be issued by the Bankissued, which amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of any Letter of Credit (1) the Borrower shall be substantially deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the Applicable Fronting Exposure of each Issuing Bank shall not exceed its Revolving Commitment, (ii) the aggregate Revolving Exposures shall not exceed the aggregate Revolving Commitments and (iii) the aggregate LC Exposure shall not exceed the Letter of Credit Sublimit. No Issuing Bank shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall enjoin or restrain such Issuing Bank from issuing the Letter of Credit, or any law applicable to such Issuing Bank any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit the issuance of letters of credit generally or the Letter of Credit in the same form as the exhibit attached particular or shall impose upon such Issuing Bank with respect to the Letter of Credit Agreement; any restriction, reserve or capital requirement (2for which such Issuing Bank is not otherwise compensated hereunder) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw not in effect on the BankEffective Date, subject or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good fxxxx xxxxx material to the terms and conditions thereofit, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable except as otherwise agreed by the Trustee to pay Administrative Agent and the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such BondsIssuing Bank, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or is in an initial stated amount less than $100,000, in the case of a Substitute commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit , (iii) in full force and the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally or (iv) any Lender is at that time a Defaulting Lender, if after giving effect during the period required by the Indentureto Section 2.22(a)(iv), any Defaulting Lender Fronting Exposure remains outstanding, unless such Issuing Bank has entered into arrangements, including the payment delivery of any transfer fees required by cash collateral, reasonably satisfactory to such Issuing Bank with the Bank upon any transfer of Borrower or such Lender to eliminate such Issuing Bank’s Defaulting Lender Fronting Exposure arising from either the Letter of Credit then proposed to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit be issued or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute such Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect all other LC Exposure as to the delivery of, or failure to deliver, a Substitute Letter of Creditwhich such Issuing Bank has Defaulting Lender Fronting Exposure.
Appears in 1 contract
Samples: Credit Agreement (Schiff Nutrition International, Inc.)
Letter of Credit. Concurrently with the initial delivery Prior to commencement of the Bonds pursuant building shell construction, Lessee shall deliver to Lessor an irrevocable transferable letter of credit in the Indentureamount of Three Million Two Hundred Seventy-Six Thousand and 00/100ths Dollars ($3,276,000.00) issued by a financial institution acceptable to Lessor in the form reasonably acceptable to Lessor, with an original term of no less than one year and automatic extensions through the Company shall cause end of the initial Term of this Lease and thirty (30) days thereafter (the "Letter of Credit Credit"). Failure of Lessee to be issued by the Bank, which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to deliver the Letter of Credit Agreement; (2) shall be dated deemed a default under the date of delivery terms of the Bonds; Lease. Lessee shall keep the Letter of Credit, at its expense, in full force and effect until the thirtieth (330th) shall authorize day after the Trustee Expiration Date or other termination of this Lease, to draw on insure the Bankfaithful performance by Lessee of all of the covenants, subject to the terms and conditions thereofof this Lease, up including, without limitation, Lessee's obligations to (a) an amount equal to repair, replace or maintain the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such BondsPremises. The Letter of Credit may be extended shall provide thirty (30) days' prior written notice to Lessor of cancellation, material change or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds(if automatic extensions are not provided) nonextension thereof, and all payments shall further provide that in the event of purchase price any nonextension of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter except for at the end of Creditthe Lease term) in full force and effect during the period required by the Indentureat least thirty (30) days prior to its expiration, including the Lessor shall be entitled to present its written demand for payment of any transfer fees required by the Bank upon any transfer entire face amount of the Letter of Credit to any successor TrusteeCredit, and the funds so obtained shall be held as the additional security deposit required under this Lease. The Company acknowledges its responsibility to arrange for an extension Any unused portion of the expiration date funds so obtained by Lessor shall be returned to Lessee upon replacement of the Letter of Credit or the issuance and delivery deposit of a Substitute Letter of Credit (which, as defined cash security in the Indenture, includes an extension full amount required hereunder. If Lessor uses any portion of the Letter cash security deposit to cure any default by Lessee hereunder, Lessee shall replenish the security deposit to the original amount within thirty (30) days of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that from Lessor. Lessee's failure to do so will result in shall become a redemption or acceleration material breach of Bonds as provided in this Lease. Lessor shall keep any cash security funds separate from its general funds, and shall invest such cash security at Lessee's reasonable direction, and any interest actually earned by Lessor on such cash security shall be paid to Lessee quarterly. If an event of default occurs under this Lease beyond any applicable cure period, Lessor may present its written demand for payment of the Indenture. The Company acknowledges and agrees that entire face amount of the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company funds so obtained shall releasebecome due and payable to Lessor and be held by Lessor as a cash security deposit as provided above, defend if any of the following events occur: (i) Lessee is the subject of an Insolvency Proceeding, (ii) Lessee does not replace the Letter of Credit in the full amount required within thirty (30) business days after Lessor makes a partial draw thereon to cure a default, (iii) an event of default occurs under this Lease beyond any applicable cure periods, (iv) Lessee does not provide a Replacement Letter of Credit, if required by, and hold harmless within the Authority from and against any liability or claim arising with respect time period specified in this Section 5. Lessor may retain such funds to the delivery ofextent required to compensate Lessor for damages incurred, or failure to deliverreimburse Lessor as provided herein, in connection with any such event of default, and any remaining funds shall be held as a Substitute cash security deposit. Notwithstanding the foregoing, in the event that Lessor draws on the entire face amount of the Letter of Credit pursuant to the terms of this Section, said amount (plus any accrued interest) shall be returned to Lessee immediately after Lessor provides Lessee with written notice that it has drawn such amount pursuant to this Section, Lessee cures the default at issue and provides Lessor with a replacement Letter of Credit.
Appears in 1 contract
Samples: Lease (Packeteer Inc)
Letter of Credit. Concurrently with (i) The Company shall obtain an irrevocable letter of credit (the initial delivery “Letter of Credit”), in the amount of $10,000,000 issued in favor of the Bonds pursuant Senior Agent by a bank acceptable to such Senior Agent (the Indenture, the Company shall cause the initial “Letter of Credit Bank”) and in form and substance acceptable to be issued by the Bank, which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such BondsSenior Agent. The Letter of Credit may shall have an expiration date that is not earlier than 100 days after the Maturity Date of the Notes (the “LC Expiration Date”). Upon the occurrence and during the continuance of an Event of Default under (and as defined in) any of the Notes, the Senior Agent shall be extended or may be replaced by a Substitute entitled to draw under the Letter of Credit complying for the full Letter of Credit Amount (as defined in the Notes) than available thereunder, to be held by the Senior Agent as cash collateral for and/or applied to the Obligations in accordance with the provisions terms of (and as defined in) the Indenture. It is anticipated that all payments of principal of Pledge and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of CreditSecurity Agreement. The Company shall take whatever action may be necessary to maintain the Letter of Credit (obtain such renewals, extensions or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer replacements of the Letter of Credit as necessary to any successor Trustee. The Company acknowledges its responsibility ensure that the Letter of Credit shall not expire prior to arrange for an extension the LC Expiration Date (unless the Letter of Credit shall have been reduced to zero in accordance with Section 17 of the Notes prior to such date). If, at any time, the Company cannot obtain a renewal, extension or replacement of the Letter of Credit such that the Letter of Credit will expire prior to the LC Expiration Date (a “Withdrawal Event”), the Company and the Letter of Credit Bank shall each give the Senior Agent written notice of the occurrence of a Withdrawal Event at least forty-five (45) days prior to the then current expiration date of the Letter of Credit or Credit. Following a Withdrawal Event, the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding Senior Agent shall be entitled to draw down the Letter of Credit Termination Date, upon Amount in its entirety (whether or not an Event of Default shall have occurred or be continuing under any of the Notes) and hold such amount as cash collateral subject to the terms and conditions, including the advance notice requirements, of the Indenture, Pledge and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of CreditSecurity Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Modtech Holdings Inc)
Letter of Credit. Concurrently with the initial delivery of the Bonds pursuant (a) Subject to Section 5.7 hereof and except as may be permitted under the Indenture, the Company shall Borrower agrees that throughout the term of this Agreement it, or any successor or assignee as permitted by Section 5.2 hereof, will maintain or cause the initial Letter of Credit to be issued by the Bank, which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of maintained the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Alternate Letter of Credit) on or before . At any time the Interest Payment Date on Borrower may, at its option, provide for the Bonds immediately preceding delivery to the Letter Trustee of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute an Alternate Letter of Credit and the Company Borrower shall, in any event, cause to be delivered an Alternate Letter of Credit at least 60 days before the expiration date of any existing Letter of Credit, unless otherwise permitted by the Indenture, or any existing Alternate Credit Facility. An Alternate Letter of Credit shall releasebe an irrevocable letter of credit or other irrevocable credit facility (including, defend and hold harmless if applicable, a confirming letter of credit), issued by a commercial bank or other financial institution, the Authority terms of which shall in all material respects be the same as the Letter of Credit; provided, that the expiration date of such Alternate Letter of Credit shall be a date not earlier than one year from and against any liability its date of issuance, subject to earlier termination upon payment of all Bonds in full or claim arising provision for such payment in accordance with respect Article X of the Indenture. Not less than 30 days prior to the delivery of, or failure to deliver, a Substitute of an Alternate Letter of Credit, the Borrower shall (i) deliver to the Trustee a commitment for the delivery of such Alternate Letter of Credit, (ii) inform the Trustee of the date on which the Alternate Letter of Credit will become effective, which date shall not be less than 5 calendar days prior to the stated expiration date of the existing Letter of Credit and (iii) inform the Trustee of the rating expected to apply to the 1998A Bonds after the Alternate Letter of Credit is delivered. On or prior to the date of the delivery of an Alternate Letter of Credit to the Trustee, the Borrower shall cause to be furnished to the Trustee (i) an opinion of Bond Counsel stating that the delivery of such Alternate Letter of Credit to the Trustee is authorized under the Indenture and complies with the terms hereof and will not adversely affect the Tax-exempt status of the Bonds, (ii) an opinion that such Alternate Letter of Credit is enforceable in accordance with its terms (except to the extent that the enforceability thereof may be limited by bankruptcy, reorganization or similar laws limiting the enforceability of creditors' rights generally and except that no opinion need be expressed as to the availability of any discretionary equitable remedies), and (iii) written evidence from a Rating Agency to the effect that such rating agency has reviewed the proposed Alternate Letter of Credit and (A) that the substitution of the proposed Alternate Letter of Credit for the Letter of Credit will not, by itself, result in a reduction or withdrawal of its rating of the Bonds from the rating which then prevails, unless on the effective date of such Alternate Letter of Credit the Holders of the Bonds are subject to mandatory tender pursuant to Section 4.06 of the Indenture, in which case, subject to clause (B) following, the rating of the Bonds may be reduced, and (B) if the Bonds then have a long-term rating, that the Bonds will be rated Moodx'x "X0" or Fitch "A+" (or equivalent) or higher or, if the Bonds only have a short-term rating, will be in the highest short-term rating category.
Appears in 1 contract
Letter of Credit. Concurrently with the initial delivery In satisfaction of the Bonds pursuant Security Deposit obligation contained in Section 28.1 above, Tenant shall deliver to Landlord, and shall maintain in effect at all times during the IndentureInitial Term following delivery thereof, a clean, unconditional and irrevocable letter of credit, in substantially the Company shall cause form 50 annexed hereto as Exhibit E (the initial “Letter of Credit to be Credit”) in the amount of the Security Deposit described in Article 1 hereof issued by Imperial Bank or another banking corporation (“Bank”) reasonably satisfactory to Landlord. Such letter of credit shall have an expiration date no earlier than the Bank, which Letter first anniversary of Credit (1) shall be substantially in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of issuance thereof and it shall be automatically renewed from year-to-year unless terminated by the Bonds; Bank by notice to Landlord given not less than forty-five (345) shall authorize the Trustee to draw on the Bank, subject days prior to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenturethen expiration date therefor. It is anticipated agreed that all payments in the event there exists an Event of principal Default in respect of any of the terms, covenants or provisions of this Lease, including, but not limited to, the payment of Rent, or if any letter of credit is terminated by the Bank and interest on is not replaced within thirty (30) days prior to its termination or expiration that (A) Landlord shall have the Bondsright to require the Bank to make payment to Landlord of so much of the entire proceeds of the letter of credit as shall be reasonably necessary to cure the Event of Default (or the entire proceeds if notice of termination is given as aforesaid and the letter of credit is not replaced as aforesaid), and all payments of purchase price of (B) Landlord may apply said sum so paid to it by the Bonds payable upon optional or mandatory tender for purchase Bank to the extent required for the payment of Rent or any other sum as to which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter an Event of Credit. The Company shall take whatever action Default by Tenant exists or for any sum which Landlord may expend or may be necessary required to maintain the Letter expend by reason of Credit (or a Substitute Letter an Event of Credit) Default by Tenant in full force and effect during the period required by the Indenture, including the payment respect of any transfer fees required by the Bank upon any transfer of the Letter terms, covenants and conditions of Credit to this Lease, including, but not limited to, any successor Trustee. The Company acknowledges its responsibility to arrange for an extension damages or deficiency in the reletting of the expiration date Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by Landlord, without thereby waiving any other rights or remedies of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising Landlord with respect to such Event of Default. If Landlord applies any part of the delivery ofproceeds of a letter of credit, Tenant, upon demand, shall deposit with Landlord promptly the amount so applied or retained (or increase the amount of the letter of credit) so that the Landlord shall have the full deposit on hand at all times during the Term. If, subsequent to a letter of credit being drawn upon, a new letter of credit meeting all the requirements set forth in this Section 28.2 is delivered to Landlord, any proceeds of the former letter of credit then held by Landlord shall be promptly returned to Tenant. If Tenant shall fully and faithfully comply with all of the terms, covenants and provisions of this Lease, any letter of credit, or failure any remaining portion of any sum collected by Landlord hereunder from the Bank, together with any other portion or sum held by Landlord as security, shall be returned to deliverTenant within thirty (30) days after the last day of the Initial Term of this Lease. In the event of an assignment by Landlord of its interest under this Lease, Landlord shall have the right to transfer the security to the assignee, and Tenant agrees to look to the new Landlord solely for the return of said security and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a Substitute Letter of Creditnew Landlord.
Appears in 1 contract
Samples: Agreement of Lease (Fluidigm Corp)
Letter of Credit. Concurrently (a) At any time during the Letter of Credit Period, Bank shall have the right to request that Retailer deliver to Bank, within ten (10) business days of such request, an Eligible Letter of Credit in an amount equal to (i) [***Confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the initial delivery Commission.] in the event the Letter of Credit Event occurs during the first Program Year, or (ii) the product of Net Program Sales for the immediately preceding twelve-month period multiplied by [***Confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the Commission.] in the event the Letter of Credit Event occurs after the first Program Year (such amount, the “Letter of Credit Amount”). During any Letter of Credit Period, Bank shall have the right to re-calculate the Letter of Credit Amount at the end of every other calendar quarter; provided, that Bank may recalculate the Letter of Credit Amount more frequently if Bank reasonably determines that such recalculation is appropriate based on a material increase in Net Program Sales during any quarter (but in no event may Bank conduct any such recalculation more frequently than quarterly). If, during the Letter of Credit Period, an event shall occur which would cause any Letter of Credit previously delivered to Bank to cease to be an Eligible Letter of Credit or no longer be in an amount equal to or greater than the Letter of Credit Amount (including as a result of any recalculation under the preceding sentence), then within ten (10) business days of the Bonds pursuant to earlier of (i) the Indenturedate on which Retailer first learns of the occurrence of such event; or (ii) the date on which Retailer first receives notice thereof from Bank, the Company Retailer shall cause the initial a substitute Eligible Letter of Credit to be issued by the Bank, which Letter of Credit (1) shall be substantially and delivered to Bank in the same form as the exhibit attached a face amount equal to or greater than the Letter of Credit Agreement; Amount. On or before forty-five (245) days prior to the expiration of each Letter of Credit provided to Bank, Retailer shall cause a substitute Eligible Letter of Credit to be issued and delivered to Bank in a face amount equal to or greater than the Letter of Credit Amount. Any amounts drawn under a Letter of Credit hereunder in excess of the amounts due Bank hereunder shall be dated held by Bank in a non-interest bearing account on Bank’s books (the date “Collateral Account”) and shall secure Retailer’s full and prompt payment of delivery all further amounts due hereunder. If, during the Letter of the Bonds; (3) shall authorize the Trustee Credit Period, Retailer fails to pay any amounts hereunder when due, Bank may immediately, and without prior notice to Retailer, further draw on the Letter of Credit or, if applicable, debit any such unpaid amount from any amounts then remaining in the Collateral Account. In addition, if, during the Letter of Credit Period, Retailer fails to provide a substitute or replacement Eligible Letter of Credit as required by this Appendix E or if Retailer is in default under the Agreement, including filing for bankruptcy protection or having an involuntary bankruptcy proceeding initiated against it, Bank may draw on the full amount available under the Letter of Credit, apply any amounts received in such drawing against Retailer’s outstanding obligations hereunder, and credit the Collateral Account with the amount equal to any remaining balance. Bank’s security interest in the Collateral Account shall be in addition to any right of setoff or recoupment that Bank may otherwise have under the Agreement or applicable law. The obligations under this Appendix E shall apply at all times until the end of the Letter of Credit Period, subject at which time, Bank shall (x) surrender any outstanding Letter of Credit to the terms Retailer, and conditions thereof, up (y) pay to (a) Retailer an amount equal to the principal amount of remaining in the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such BondsCollateral Account, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bondsif any. The foregoing notwithstanding, if after Bank shall have surrendered any Letter of Credit may be extended or may be replaced hereunder following the successful completion by Retailer of a Substitute Letter of Credit complying with Remediation Period, Retailer shall again fail to satisfy the financial covenants set forth in Appendix E, the provisions of the Indenture. It is anticipated that all payments of principal of Section 9.2(m) and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company this Appendix E shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Creditagain apply.
Appears in 1 contract
Samples: Private Label Consumer Credit Card Program Agreement (Nautilus, Inc.)
Letter of Credit. Concurrently with If Subtenant elects to deliver the initial delivery Security Deposit in the form of the Bonds pursuant to the Indenturea Letter of Credit, the Company shall cause the initial Letter of Credit shall have an expiration date no earlier than the first anniversary of the date of issuance thereof and shall be automatically renewed from year to be issued year unless terminated by the Bankissuer thereof by notice to Sublandlord given not less than forty-five (45) days prior to the expiration thereof. Subtenant shall, which throughout the Term of this Sublease, deliver to Sublandlord, in the event of the termination of any such letter of credit, replacement letters of credit in lieu thereof no later than thirty (30) days prior to the expiration date of the preceding Letter of Credit. The term of each such Letter of Credit (1) shall be substantially not less than one year and shall be automatically renewable from year to year as aforesaid. Notwithstanding the foregoing, if Sublandlord shall elect, in its sole discretion, to accept a Letter of Credit which is subject to a final expiration date, Subtenant shall deliver a replacement of or amendment to such Letter of Credit no later than thirty (30) days prior to such final expiration date, and the final Letter of Credit delivered to Sublandlord pursuant to this Section 7 shall have a final expiration date occurring not earlier than sixty (60) days following the expiration date of this Sublease. If Subtenant shall fail to obtain any replacement of or amendment to a Letter of Credit within any of the applicable time limits set forth in this Section 7, Subtenant shall be in default of its obligations under this Section 7 immediately and without need for any additional notice or cure period, and Sublandlord shall have the right (but not the obligation), at its option, to draw down the full amount of the existing Letter of Credit and use, apply and retain the same form as security, and notwithstanding such draw by Sublandlord, Sublandlord shall have the exhibit attached right (but not the obligation), at its option, to give written notice to Subtenant stating that such failure by Subtenant to deliver such replacement of or amendment to the Letter of Credit Agreement; constitutes a continuing default by Subtenant of its obligations under this Section 7, and in the event that Subtenant shall not have delivered such replacement or amendment to Sublandlord within fifteen (215) shall be dated business days after Subtenant’s receipt of such notice, Sublandlord may give to Subtenant a notice of intention to end the Term of this Sublease at the expiration of five (5) days from the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount service of such Bondsnotice of intention, plus and upon the expiration of said five (b5) an amount equal to 50 days’ interest on , this Sublease and the Bonds at term and estate hereby granted, whether or not the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying Term shall theretofore have commenced, shall terminate with the provisions of same effect as if that day was the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase day herein definitely fixed for the payment end and expiration of which remarketing proceeds are not available pursuant this Sublease, but Subtenant shall remain liable for damages as provided in Section 15 hereof. Upon delivery to the Bond Indenture, will be funded from draws on the Letter Sublandlord of Credit. The Company shall take whatever action may be necessary any such replacement of or amendment to maintain the Letter of Credit within the fifteen (or a Substitute Letter of Credit15) business day period described in full force the preceding sentence, such default shall be deemed cured and effect during Sublandlord shall return to Subtenant the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer proceeds of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect which had been drawn by Sublandlord pursuant to the delivery of, preceding sentence (or failure any balance thereof to deliver, a Substitute Letter of Creditwhich Subtenant is entitled).
Appears in 1 contract
Letter of Credit. Concurrently In support of the all obligations of the Promoters under this Agreement, the Promoters agree to provide the Township with an irrevocable standby letter of credit, or other performance security satisfactory to the Township, in its absolute discretion, in the amount of Two Hundred and Fifty Thousand Dollars ($250,000.00) which shall be held by the Township as performance security for any and all obligations of the Promoters under this Agreement including obligations to the County. The letter of credit shall be drawn on a Canadian chartered bank and shall be expressed in Canadian funds, it shall have an expiration date not earlier than July 31, 2019, and must be provided to the Township prior to July 5, 2019. Unless earlier released by the Township in consultation with the initial delivery County, but otherwise in its sole and absolute discretion, the letter of credit may be drawn upon or cashed by the Township at any time and in any amount, and any such amounts may be applied to the cost of taking any corrective or remedial action in the event that the Promoters are in default of any of their obligations under this Agreement. In the event that the letter of credit is about to expire and will not be renewed by the issuing bank, it may be drawn upon or cashed at the option of the Bonds Township in its sole and absolute discretion. Prior to drawing upon the letter of credit, the Township shall present an invoice to the Promoters with respect to any corrective or remedial action taken by the Township or the County, pursuant to the Indenture, the Company shall cause the initial Letter of Credit to be issued a default by the BankPromoters of their obligations, which Letter of Credit for review and payment within five business (15) shall be substantially in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, days subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount right of the Bonds (i) Promoters to enable request reconsideration and submit any issue arising from the Trustee invoice to pay the principal amount of the Bonds when due at maturity mediation upon terms to be agreed upon, or upon redemption or acceleration arbitration on terms to be agreed upon, and (ii) failing such agreement, to enable the Trustee be determined pursuant to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the IndentureArbitrations Xxx, 0000, S.O. 1991, C.17 as amended. It In the event that an invoice is anticipated that all payments of principal of not paid and interest on the Bondsmatter is proceeding to mediation or arbitration, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for Township shall have the payment of which remarketing proceeds are not available pursuant right to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for either obtain an extension of the expiration date term of the Letter letter of Credit credit beyond its July 31, 2019 expiry date or cash it until such time as the issuance and delivery of a Substitute Letter of Credit (which, as defined in dispute regarding the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Creditinvoice is resolved.
Appears in 1 contract
Samples: Special Event Agreement
Letter of Credit. Concurrently with On any Disclosure Date (as defined in the initial delivery of the Bonds pursuant to the IndentureNotes), including, without limitation, any Disclosure Date following any LC Test Satisfaction Date (as defined below), the Company shall cause obtain (or maintain, as applicable) an irrevocable letter of credit (the initial “Letter of Credit to be issued by the BankCredit”), which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to the Letter amount of Credit Agreement; (2) shall be dated the date 30% of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds outstanding Notes as of such Disclosure Date (the “Required Letter of Credit Amount”) issued in favor of (the “LC Agent”) by a bank acceptable to such LC Agent (the “Letter of Credit Bank”) and in form and substance acceptable to such LC Agent; provided, however, that if on any Disclosure Date the amount available to be drawn on a Letter of Credit then outstanding (together with any amounts previously drawn on such Letter of Credit by the LC Agent) is less than the Required Letter of Credit Amount, the Company shall amend or replace such Letter of Credit with a Letter of Credit (together with any amounts previously drawn on such Letter of Credit by the LC Agent) in the Required Letter of Credit Amount and in form and substance acceptable to such LC Agent. If the Net Cash Balance Test (as defined in the Note) for the Fiscal Quarter (as defined in the Note) immediately following such Disclosure Date is met, the Company shall no longer be required to maintain such Letter of Credit (such date, the “LC Test Satisfaction Date”); provided, however, that the foregoing shall not effect the Company’s obligation to obtain (or maintain, as applicable) a Letter of Credit with respect to any Disclosure Date that occurs after such LC Test Satisfaction Date. Subject to the last three sentences of this Section 4(q), the Letter of Credit shall expire not earlier than the earlier to occur of (i) the applicable LC Test Satisfaction Date and (ii) 91 days after the Maturity Date of the Notes (the “LC Expiration Date”). Upon the occurrence and during the continuance of an Event of Default under (and as defined in) the Notes, the LC Agent shall be entitled to enable draw under the Trustee to pay Letter of Credit for the full Letter of Credit Amount (as defined in the Notes) then available thereunder, it being understood that the LC Agent shall act for the benefit of the Buyers on a pro rata basis based on the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion Notes held by each of the purchase price of Bonds tendered to it Buyers and hold such amount as collateral security for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on obligations under the Bonds at Notes for the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion benefit of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of CreditBuyers. The Company shall take whatever action may be necessary to maintain the Letter of Credit (obtain such renewals, extensions or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer replacements of the Letter of Credit as necessary to ensure that the Letter of Credit shall not expire prior to the LC Expiration Date (unless the Letter of Credit shall have been reduced to zero in accordance with the terms contained in this Section 4(q) prior to such date). If, at any successor Trustee. The time, the Company acknowledges its responsibility to arrange for an cannot obtain a renewal, extension or replacement of the Letter of Credit such that the Letter of Credit will expire prior to the LC Expiration Date (a “Withdrawal Event”), the Company and the Letter of Credit Bank shall each give the LC Agent written notice of the occurrence of a Withdrawal Event at least forty-five (45) days prior to the then current expiration date of the Letter of Credit or Credit. Following a Withdrawal Event, the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding LC Agent shall be entitled to draw down the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, Amount in its entirety (whether or not an Event of Default shall have occurred or be continuing under any of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend Notes) and hold harmless such amount as collateral security for the Authority from and against any liability or claim arising with respect to obligations under the delivery of, or failure to deliver, a Substitute Letter Notes for the benefit of Creditthe Buyers.
Appears in 1 contract
Letter of Credit. Concurrently with the initial delivery of the Bonds pursuant On or prior to the IndentureClosing Date, the Company shall cause obtain an irrevocable letter of credit (the initial “Letter of Credit”), in the amount of $6,400,000 issued in favor of HBK (the “LC Agent”) by a bank acceptable to such LC Agent (the “Letter of Credit Bank”) and in form and substance acceptable to be issued by such LC Agent. Subject to the Banklast three sentences of this Section 4(p), which the Letter of Credit shall expire not earlier than two (12) shall be substantially years after the Issuance Date of the Notes (the “LC Expiration Date”). On each of the first eight (8) Interest Dates (as defined in the same form as Notes), provided that the exhibit attached Company has made the Interest payment due pursuant to the terms of the Notes on such Interest Date (each, a “Required Interest Payment”) and no Event of Default has occurred or is continuing pursuant to the terms of the Note, the LC Agent, at the request of the Company, shall deliver, with the Company, to the Letter of Credit Agreement; Bank joint written instructions to reduce the amount of the Letter of Credit by $800,000. Upon the failure of the Company to make any Required Interest Payment or the occurrence of an Event of Default (2) as defined in the Notes), the LC Agent shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee entitled to draw on under the Bank, subject Letter of Credit for the amounts due and payable to the Buyers pursuant to the terms and conditions thereofof the Notes, up to (a) an amount equal to it being understood that the LC Agent shall act for the benefit of the Buyers on a pro rata basis based on the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount Notes held by each of the Bonds when due at maturity or upon redemption or acceleration Buyers and (ii) to enable hold such amount as collateral security for the Trustee to pay obligations under the portion Notes for the benefit of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of CreditBuyers. The Company shall take whatever action may be necessary to maintain the Letter of Credit (obtain such renewals, extensions or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer replacements of the Letter of Credit as necessary to ensure that the Letter of Credit shall not expire prior to the LC Expiration Date (unless the Letter of Credit shall have been reduced to zero in accordance with the terms contained in this Section 4(p) prior to such date). If, at any successor Trustee. The time, the Company acknowledges its responsibility to arrange for an cannot obtain a renewal, extension or replacement of the Letter of Credit such that the Letter of Credit will expire prior to the LC Expiration Date (a “Withdrawal Event”), the Company and the Letter of Credit Bank shall each give the LC Agent written notice of the occurrence of a Withdrawal Event at least forty-five (45) days prior to the then current expiration date of the Letter of Credit or Credit. Following a Withdrawal Event, the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding LC Agent shall be entitled to draw down the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, Amount in its entirety (whether or not an Event of Default shall have occurred or be continuing under any of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend Notes) and hold harmless such amount as collateral security for the Authority from and against any liability or claim arising with respect to obligations under the delivery of, or failure to deliver, a Substitute Letter Notes for the benefit of Creditthe Buyers.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ista Pharmaceuticals Inc)
Letter of Credit. Concurrently with If so specified in the initial delivery Reference Agreement, the Depositor shall obtain, in favor of the Bonds pursuant to Trustee on behalf of the IndentureCertificateholders, an irrevocable, stand-by Letter of Credit, the Company terms and provisions of which are as set forth in the Reference Agreement. In the event that the L/C Bank shall cause be required to make any payments under the initial Letter of Credit to be issued by Credit, the BankMaster Servicer shall notify the Trustee, which Letter no later than the Determination Date next preceding the related Distribution Date, such notice specifying the amount of Credit (1) such required payment. Not later than the close of business on the Business Day preceding the Distribution Date, the Trustee shall be substantially in the same form as the exhibit attached to draw upon the Letter of Credit Agreement; (2) shall be dated in the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal required payment to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion extent of the purchase price of Bonds tendered to it for purchase corresponding to amount available thereunder and deposit in the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with Certificate Account, in immediately available fluids, the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on amount drawn under the Letter of Credit. The Company If at any time the L/C Bank makes a payment covering the amount of the outstanding principal balance of a Liquidating Loan, the Trustee shall take whatever action may release (or shall cause the related Custodian to release) the related Mortgage File to the L/C Bank or its designee and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to maintain vest in the L/C Bank or its designee all right, title and interest in such Mortgage Loan, and the L/C Bank or its designee will thereupon acquire such Liquidating Loan, together with related security interests and documents, free of any further obligation to the Trustee or the Certificateholders of such Series with respect thereto except as may be provided in such Letter of Credit (or a Substitute and in the Reference Agreement. The Depositor shall have the power to substitute for any Letter of Credit) Credit another irrevocable standby letter of credit, provided that no such substitution shall be made unless the substitute letter of credit contains provisions that are in full force all material respects the same as, or more favorable to the Certificateholders than, the original Letter of Credit and effect during provided further that such substitution will not result in a reduction of the period required then outstanding rating of the Certificates, or the withdrawal of such rating, by the IndentureRating Agency rating such Certificates, including the payment of any transfer fees required as evidenced by the Bank upon any transfer written confirmation to that effect by such Rating Agency. Any replacement of the Letter of Credit pursuant to any successor this Section 3.24 shall be accompanied by a written Opinion of Counsel to the issuer of such substitute letter of credit, addressed to the Master Servicer and the Trustee. The Company acknowledges its responsibility , to arrange for an extension the effect that such substitute letter of credit constitutes a legal, valid and binding obligation of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit issuer thereof, enforceable in accordance with its terms (whichsubject, as defined to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium and other similar laws from time to time in effect relating to creditors' rights generally) and concerning such other matters as the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, Master Servicer and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority Trustee shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Creditreasonably request.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Asset Backed Securities Corp)
Letter of Credit. Concurrently (a) The Vendor shall secure its obligations under Section 9.2(c), insofar as it relates to a Purchase Agreement Default in respect of Section 5.1(ii), and Section 9.2(d) by providing the Purchaser with the initial delivery of the Bonds pursuant to the Indenture, the Company shall cause the initial a Letter of Credit to be issued by naming the Bank, which Letter of Credit (1) shall be substantially in the same form Purchaser as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) beneficiary for an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such BondsLC Amount. The Such Letter of Credit may shall be extended or may be replaced by a Substitute Letter of Credit complying delivered to the Purchaser concurrently with the provisions execution of the Indenture. It is anticipated that all payments of principal of and interest on the Bondsthis Agreement, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company Vendor shall take whatever action may be necessary to maintain the Letter of Credit (in effect, including by way of renewals for the entire LC Claim Period, from time to time prior to its expiry date. The Purchaser will be entitled to present such Letter of Credit for payment if it provides the Vendor with a Notice of Claim for Indemnified Losses pursuant to Section 9.2(c), insofar as it relates to a Purchase Agreement Default in respect of Section 5.1(ii), or Section 9.2(d) but only to the extent of such Indemnified Losses or if a Substitute renewal Letter of Credit is not provided by the Vendor to the Purchaser at least 30 days prior to the expiry of the then outstanding Letter of Credit) in full force and effect during ; provided, that, the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of Vendor shall maintain the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of full LC Amount in effect for the entire LC Claim Period notwithstanding that the Purchaser may have presented a Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined for payment earlier in the IndentureLC Claim Period. At any time after the Closing Date, includes an extension the Vendor may, in lieu of the Letter of Credit, secure its obligations under Section 9.2(c), by providing environmental insurance wherein the insurer (who shall be satisfactory to the Purchaser, acting reasonably) on or before agrees to unconditionally indemnify, for the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, remainder of the IndentureLC Claim Period, PEC, the Purchaser and the Company further acknowledges Purchaser's Affiliates for any Non-PNG Related Environmental Liabilities on terms satisfactory to the Purchaser, acting reasonably, having regard to all information (the "non-PNG information") that failure to do so will result the Purchaser as of the Signing Date or at any time thereafter has in a redemption respect of non-Canadian petroleum and natural gas exploration, development and production operations carried out by any one or acceleration more of Bonds as provided in PEC or any of its predecessors or subsidiaries of predecessors; provided, however, that the IndentureVendor shall be solely liable for all premiums and related costs associated with such insurance. The Company acknowledges and agrees that the Authority Purchaser shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect grant reasonable access to the delivery of, or failure non-PNG information to deliver, a Substitute Letter of Creditany such insurer.
Appears in 1 contract
Letter of Credit. Concurrently with Buyer may elect to deliver the initial delivery Deposit to Sellers in cash or in the form of an irrevocable, standby letter of credit for the Bonds pursuant same amount (the "Deposit L/C"). The Deposit L/C shall be (a) in a form reasonably acceptable to the IndentureSellers, the Company shall cause the initial Letter (b) issued in favor of Credit to be Seller under this Agreement and (c) issued by the Bank, which Letter a bank that has a long-term unsecured debt rating as of Credit (1) shall be substantially in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery issuance of at least A+ by Standard & Poor's Rating Information Services and A1 by Xxxxx'x Investors Service and that is otherwise reasonably satisfactory to Sellers. The Deposit L/C (and any replacement thereof furnished in accordance with this Section 3.4.2) shall have an expiration date no earlier than the first anniversary of the Bonds; (3) date of issuance thereof and shall authorize be automatically renewed from year to year unless stated not to be so renewed by the Trustee to draw on the Bank, subject issuer thereof in a written notice given to the terms and conditions thereof, up to (a) an amount equal Sellers not less than 30 days prior to the principal amount expiration thereof. In the event of the Bonds (i) to enable the Trustee to pay the principal amount termination of the Bonds when due at maturity or upon redemption or acceleration Deposit L/C (and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying any replacement thereof furnished in accordance with the provisions of this Section 3.4.2), Buyer shall deliver to Sellers a replacement letter or letters of credit in lieu thereof no later than 30 days prior to the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price expiration of the Bonds payable upon optional or mandatory tender for purchase preceding letter of credit. If Buyer shall fail to obtain any replacement of the Deposit L/C (and/or any replacement thereof furnished in accordance with the provisions of this Section 3.4.2), then Sellers shall draw down the full amount of the existing Deposit L/C and retain the same as security for the payment covenants, agreements and obligations of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of CreditBuyer under this Agreement. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment Any replacement of any transfer fees required by Deposit L/C shall be in a form reasonably acceptable to Sellers. Buyer acknowledges that Sellers have agreed to accept the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery Deposit L/C in lieu of a Substitute Letter of Credit (whichcash down payment against the Purchase Price solely as an accommodation to Buyer. Buyer acknowledges that, as defined in the Indentureevent Buyer elects to provide a Deposit L/C in lieu of a cash Deposit, includes an extension of Buyer shall not be entitled to interest at the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds Applicable Rate as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter Section 3.4.1 of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Creditthis Agreement.
Appears in 1 contract
Letter of Credit. Concurrently with the initial delivery (a) Within XXXX after Bank notifies Retailer that it is in breach of the Bonds pursuant Financial Covenant(s) contained in Appendix B and provided that Retailer has not remedied such breach during such XXXX period by providing evidence reasonably acceptable to Bank that the Indentureapplicable Financial Covenant(s) has been cured before the end of such XXXX period, Retailer shall deliver to Bank an Eligible Letter of Credit in the Company amount of the Letter of Credit Amount. If, at any time, an event shall occur which would cause any Letter of Credit previously delivered to Bank to cease to be an Eligible Letter of Credit or no longer be in an amount equal to or greater than the Letter of Credit Amount (including without limitation, as a result of increased aggregate Net Program Sales during the Term), within XXXX of the earlier of (i) the date on which Retailer first learns of the occurrence of such event; or (ii) the date on which Retailer first receives notice thereof from Bank, Retailer shall cause the initial a substitute Eligible Letter of Credit to be issued by the Bank, which Letter of Credit (1) shall be substantially and delivered to Bank in the same form as the exhibit attached a face amount equal to or greater than the Letter of Credit Agreement; (2) shall be dated Amount. On or before XXXX prior to the date expiration of delivery each Letter of the Bonds; (3) shall authorize the Trustee Credit provided to draw on the Bank, subject Retailer shall cause a substitute Eligible Letter of Credit to the terms be issued and conditions thereof, up delivered to (a) an Bank in a face amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain greater than the Letter of Credit (or Amount. The obligations under this Section shall apply at all times until a Substitute Letter of Credit) in full force and effect during day XXXX after the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer expiration of the Agreement at which time, Bank shall surrender any outstanding Letter of Credit to Retailer and return any successor Trusteebalance in the Collateral Account to Retailer. [Portions of this Section have been omitted pursuant to a request for confidentiality under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The Company acknowledges its responsibility to arrange for an extension confidential portions of this Section that have been omitted are marked with “XXXX”. A copy of this Exhibit with all sections intact has been filed separately with the expiration date of the Letter of Credit or the issuance Securities and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of CreditExchange Commission.]
Appears in 1 contract
Letter of Credit. Concurrently (a) In lieu of paying the Deposit in accordance with Clause 5.1, at the initial delivery of time such the Bonds pursuant Deposit (or part thereof) is required to be paid under this Agreement, at any time or from time to time, as the Indenturecase may be, the Company shall cause the initial Lessee will provide Lessor with an irrevocable and unconditional Letter of Credit to be issued by the Bank, which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration LC Amount, issued and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced payable by a Substitute Letter bank acceptable to Lessor and in form and substance acceptable to Lessor and, if Lessor requests, confirmed by the London or New York branch of Credit complying with the provisions a major international bank acceptable to Lessor from time to time, as security for all payment obligations of the Indenture. It is anticipated that all payments of principal of and interest on the BondsLessee to Lessor under this Agreement (including damages), and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) remain in full force and effect during and may be drawn down by Lessor upon demand at any time or times until the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer Required LC Expiry Date. Upon receipt of the Letter of Credit in accordance with this Clause 5.12(a), Lessor will refund the Deposit and any interest thereon to any successor TrusteeLessee. The Company acknowledges its responsibility to arrange for an extension (b) With the prior written consent of the expiration date of Lessor, the Letter of Credit may have a validity period or periods ending prior to the issuance and delivery of a Substitute Letter of Credit Required LC Expiry Date, provided that (which, as defined in the Indenture, includes an extension of the Letter of Crediti) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Dateshall, upon the terms in each case, be renewed and conditions, including the advance notice requirements, of the Indenture, delivered to Lessor not later than 30 Business Days prior to its expiry; and the Company further acknowledges that failure to do so will result in (ii) a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect remain in force at all times up to the delivery of, Required LC Expiry Date. (c) If at any time during the Term Lessor determines that the current issuing or failure to deliver, a Substitute confirming bank for the Letter of CreditCredit is no longer an acceptable issuing or confirming bank (whether by virtue of a material adverse change in its financial condition or for any other reason) Lessee shall promptly procure that the Letter of Credit is replaced by a Letter of Credit issued by another bank acceptable to Lessor and (if appropriate) that such replacement Letter of Credit is confirmed by another bank acceptable to Lessor.
Appears in 1 contract
Samples: Aircraft Lease Agreement (Vanguard Airlines Inc \De\)
Letter of Credit. (a) Concurrently with the initial delivery execution of this Lease and the acquisition of the Bonds pursuant Premises by Lessor under the Purchase Agreement, Lessee shall deliver to the IndentureLessor, at Lessee's sole cost and expense, the Company shall cause the initial Letter of Credit to be issued by described below, and complying with the Bankrequirement of Section 9.1(d) below, which in the initial amount of [*] Dollars ([*]) (the "LC Face Amount") as security for the performance of all === === of Lessee's covenants and obligations under this Lease. Lessee understands and agrees that neither the Letter of Credit nor any Letter of Credit Proceeds (1as defined below) shall be substantially deemed an advance rent deposit or an advance payment of any other ------------------------ *CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXHIBIT 10.27 *CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. kind, or a measure of Lessor's damages upon a default on the part of Lessee. Subject to Section 9.1(c) below, the Letter of Credit shall be maintained in effect from the same form date hereof through the date that is sixty (60) days after the Expiration Date (the "LC Termination Date"). On the LC Termination Date, Lessor shall return to Lessee the Letter of Credit and any Letter of Credit Proceeds then held by Lessor (other than those Letter of Credit Proceeds Lessor is entitled to retain under the terms of this Section 9.1(a)); provided, however, that in no event shall any such return be construed as an admission by Lessor that Lessee has performed all of its obligations hereunder. Lessor shall not be required to segregate the exhibit attached Letter of Credit Proceeds from its other funds and no interest shall accrue or be payable to Lessee with respect thereto. Lessor may (but shall not be required to) draw upon the Letter of Credit and use the proceeds therefrom (the "Letter of Credit Proceeds") or any portion thereof (i) to the extent necessary to (A) cure any Event of Default by Lessee under this Lease and to compensate Lessor for any loss or damage Lessor incurs as a result of such Event of Default, and (B) reimburse Lessor for the payment of any amount which Lessor may for any other purpose spend or be required to spend by reason of an Event of Default on the part of Lessee, and (ii) for any other purpose authorized by this Lease, it being understood that any such draw upon the Letter of Credit or use of the Letter of Credit Proceeds shall not constitute a bar or defense to any of Lessor's remedies under this Lease, at law or in equity. In such event and upon written notice from Lessor to Lessee specifying the amount of the Letter of Credit Proceeds so utilized by Lessor and the particular purpose for which such amount was applied, Lessee shall promptly deliver to Lessor an amendment to the Letter of Credit Agreement; (2) shall be dated the date or a replacement Letter of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) Credit in an amount equal to the principal amount of the Bonds (i) LC Face Amount or Augmented LC Amount then required to enable the Trustee be maintained hereunder. Lessee's failure to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of deliver such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The replacement Letter of Credit may be extended or may be replaced by a Substitute Letter to Lessor within fifteen (15) days of Credit complying with Lessor's notice shall constitute an immediate Event of Default hereunder. In the provisions of the Indenture. It is anticipated that all payments of principal of and event Lessor transfers its interest on the Bondsin this Lease, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company Lessor shall take whatever action may be necessary to maintain transfer the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit Proceeds then held by Lessor to any Lessor's successor Trustee. The Company acknowledges its responsibility in interest, and thereafter Lessor shall have no further liability to arrange for an extension of the expiration date of the Lessee with respect to such Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the IndentureProceeds. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of CreditEXHIBIT 10.27 *CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Appears in 1 contract
Samples: Equinix Inc
Letter of Credit. Concurrently Buyer shall cause Bank (as defined below) to deliver to Seller, prior to Transfer of Possession, a standby letter of credit naming Seller as beneficiary (the “Letter of Credit”) that complies in all respects with the initial delivery requirements of this Section 6.11 in the same amount as the Promissory Note (the “LOC Amount”). The Letter of Credit shall (a) be issued by Bank; (b) in form and substance approved by Seller (in substantially the form attached hereto as Exhibit I); (c) be irrevocable, unconditional and payable upon demand; (d) be maintained in effect until September 30, 2023 (“LOC Expiration Date”); (e) contain a provision that provides that, in the event that the Maturity Date under the Promissory Date is extended or delayed for any reason, the Letter of Credit shall be automatically extended to no less than sixty (60) days following such extended or delayed Maturity Date ; (f) be fully assignable by Seller, its successors and assigns; (g) permit partial draws and multiple presentations and drawings; and in the event of default, Seller is entitled to draw balance of the Bonds LOC Amount. Subject to Seller’s confirmation (which shall not be unreasonably withheld) that Buyer has partially fulfilled its obligation to make installment payments pursuant to the IndenturePromissory Note, the Company shall cause the initial Bank may, by issuance of amended Letter of Credit to Seller, reduce the LOC Amount accordingly following Bank’s standard procedures, provided, however, that at no time shall the LOC Amount be issued by the Bank, which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) reduced below an amount equal to the outstanding unpaid principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on balance under the BondsPromissory Note. Buyer shall pay all expenses, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on points and/or fees incurred in obtaining the Letter of Credit. The Company term “Bank” shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenturemean JPMORGAN CHASE BANK, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Credit.N.A.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Electric Last Mile Solutions, Inc.)
Letter of Credit. Concurrently with the initial delivery of the Bonds pursuant (a) Subject to the Indenture, the Company shall cause the initial Letter of Credit to be issued by the Bank, which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to all the terms and conditions hereof and satisfaction of all conditions precedent to borrowing under this Agreement and so long as no Potential Default or Event of Default is in existence, at the Borrower's request Xxxxxx shall issue letters of credit (individually, an "L/C" and collectively the "L/Cs") for the account of the Borrower in an aggregate amount not to exceed $5,000,000, subject to availability under the Revolving Credit, and the Banks hereby agree to participate therein as more fully described in Section 1.7 hereof. Each L/C shall be issued pursuant to an application and agreement for letter of credit (individually, an "L/C Agreement" and collectively the "L/C Agreements") in the form of Exhibit C hereto, shall consist of a standby or trade letter of credit, shall be in form and substance acceptable to Xxxxxx and the Banks, and shall have an expiry date not more than one year from the date of issuance thereof, up subject to annual renewals (abut in no event later than the Termination Date). The aggregate amount available to be drawn under all L/Cs issued pursuant hereto shall be deducted from the credit otherwise available under the Revolving Credit. In consideration of the issuance of L/Cs the Borrower agrees to pay Xxxxxx for the benefit of the Banks a fee (the "L/C Participation Fee") an in the amount per annum equal to the principal amount Applicable Margin (but not to exceed 1% in any event) for Eurodollar Loans (computed on the basis of a 360 day year and actual days elapsed) of the Bonds face amount for each L/C issued for the account of the Borrower hereunder. In addition, the Borrower shall pay Xxxxxx (x) a fee (the "L/C Issuance Fee") in the amount per annum equal to (i) to enable for standby L/Cs, one-eighth of one percent (0.125%) of the Trustee to pay the principal stated amount of the Bonds when due at maturity or upon redemption or acceleration each standby L/C issued hereunder and (ii) for commercial L/Cs, the customary issuance fee for commercial L/Cs as may be established by Xxxxxx from time to enable time, and (y) such drawing, negotiation, amendment and other administrative fees in connection with each L/C as may be established by Xxxxxx from time to time (the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest "L/C Administrative Fee"). All L/C Issuance Fees and L/C Participation Fees shall be payable quarterly in arrears on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest last day of each December, March, June and September commencing September 30, 1998 and on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the BondsTermination Date, and all payments of purchase price of the Bonds L/C Administrative Fees shall be payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter date of Credit. The Company shall take whatever action may be necessary to maintain issuance of each L/C hereunder and on the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period date required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of CreditXxxxxx.
Appears in 1 contract
Samples: Maverick Tube Corporation
Letter of Credit. Concurrently (a) Guarantor agrees to obtain, as a condition precedent to Lessor's obligations under the Lease, an irrevocable letter of credit (the "Credit") from such issuer which is a US Bank having a Standard & Poor's rating of BBB or better and in an initial amount of not less than $13,709,296.00 and in such form as is consistent with the initial delivery terms of this Guaranty and as is reasonably acceptable to Lessor. The Credit shall be unconditional and remain in full force and effect for the entire Initial Term of the Bonds pursuant Schedule identified in Section 1 above, provided that Guarantor shall upon at least 30 days prior written notice to Lessor be entitled to replace any existing letter of credit with a substitute irrevocable letter of credit ("Substitute Credit") in such form as is consistent with the terms of this Guaranty, and in Lessor's reasonable opinion, substantively identical in all respects to the IndentureCredit as then in effect (including, without limitation, providing for an available amount equal to the then currently available amount under the Credit and, if such substitute letter of credit provides for a transfer fee, the Company transfer fee does not exceed the transfer fee that would be in effect under the Credit originally accepted by Lessor hereunder), and is from an issuer reasonably acceptable to Lessor. Any such Substitute Credit, once issued and in the possession of Lessor, shall cause become the initial Letter only Credit on which Lessor shall make any subsequently initiated draws. Any proceeds of the Credit shall be applied by Lessor: (i) only to Guaranteed Obligations under this Guaranty, and (ii) only following the giving of a Demand Notice and the expiration of the Demand Period with respect thereto. Lessor will only be issued entitled to draw upon the Credit only to the extent of the foregoing or, if it shall have received a notice of nonrenewal from the issuer of the Credit, Lessor will be entitled to draw up to the entire available amount of the Credit, but only to the extent of the total of the Guaranteed Obligations then outstanding, and the extent of any other outstanding obligations of Guarantor under this Guaranty, and to the extent of any Guaranteed Obligations which are not due which are to come due, provided further that in the event of such a notice of nonrenewal Lessor shall not draw on the Credit if Guarantor has within 30 days of Lessor's receipt of the notice of nonrenewal replaced the existing letter of credit with a Substitute Credit as provided above. If, for any reason, whether or not in breach of this Guaranty or in compliance with this Guaranty, Lessor (or its lawful assignees or transferees) draw on the Credit for any sums exceeding the amounts then due by Guarantor for obligations under this Guaranty (such amounts so drawn in breach of this Guaranty to the Bankextent they have not from time to time been applied to Guaranteed Obligations hereunder or paid to Guarantor hereunder, which Letter the "Excess Amounts"), Lessor agrees (A) to pay interest on such Excess Amounts at the 3-Month Treasury Constant Maturity rate as described in Federal Reserve Statistical Release H.15—Selected Interest Rates (available, for example, at xxxx://xxx.xxxxxxxxxxxxxx.xxx/Releases/H15/data.htm and, specifically, xxxx://xxx.xxxxxxxxxxxxxx.xxx/Releases/H15/data/Weekly_Friday_/H15_TCM NOM_M3.txt which, by way of Credit further example, reflects a rate of 4.99% for the week ending December 8, 2006), or any successor publication of the US Federal Reserve System, as from time to time existing at and after such time(s) that such draws are made, the rate reported for the last day of each complete week to apply for the entire preceding week, and (B) to pay such Excess Amounts and such accrued interest to Guarantor as follows: (1) shall be substantially in the same form full at such time as the exhibit attached to the Letter of Credit Agreement; Guaranteed Obligations have been paid in full, (2) shall be dated in full at such time that Guarantor provides a Substitute Credit in such form as is consistent with the date terms of delivery of this Guaranty, and in Lessor's reasonable opinion, substantively identical in all respects to the Bondsoriginal Credit (including, without limitation, providing for an available amount equal to the amount that would have been available under the original Credit at the time the Substitute Credit is issued had Lessor (or its lawful assignees or transferees) not drawn on the original Credit and, if such Substitute Credit provides for a transfer fee, the transfer fee does not exceed the transfer fee that was in effect under the original Credit), and such Substitute Credit is from an issuer reasonably acceptable to Lessor; (3) if at any time the Excess Amounts plus accrued interest therein plus the amounts then available under the Credit exceed the amount that would have otherwise been available under the Credit if the Excess Amounts then outstanding had not been drawn under the Credit (and no subsequent conditions had existed that would have allowed a draw of any portion of such Excess Amounts or otherwise permitted Lessor to notify the issuer of the Credit to cease further reductions), and the quarterly reductions had thus continued to occur under the terms of the Credit (the "Putatively Scheduled Reductions"), Lessor shall authorize upon demand of Guarantor immediately pay Guarantor the Trustee Excess Amounts and accrued interest thereon to draw the extent the actual amount available under the Credit exceeds the amount that would have been available under the Credit had the Putatively Scheduled Reductions (as in effect on the Bankdate of Guarantor's demand) taken place, subject or (4) as is subsequently agreed-to in writing by the terms parties hereto or ordered by a court of competent jurisdiction as referenced in Section 11 below (provided, however, that this reference to such order shall not be considered an agreement or stipulation thereto by Lessor). Any Excess Amounts and conditions thereofaccrued interest shall be considered a general obligation of Lessor and, up for the avoidance of doubt, not the property of Guarantor and not property held in held in trust for the benefit of Guarantor. For the further avoidance of doubt, Lessor shall have no obligations with respect to (a) an amount equal to such Excess Amounts or accrued interest except as expressly provided for in this Guaranty, and, without limiting the principal amount generality of the Bonds foregoing, Lessor need not keep any Excess Amounts or accrued interest in a separate account or otherwise segregate any Excess Amounts or accrued interest from its general assets and obligations (i) to enable it being the Trustee to pay the principal amount express agreement of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it parties that in exchange for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee Lessor's obligation to pay interest on the Bonds when due Excess Amounts as provided above Lessor shall have the full benefit and (ii) to enable the Trustee to pay the portion use of the purchase price Excess Amounts and accrued interest, which it may invest, reinvest, or not invest, all as Lessor may see fit in its absolute discretion, without having to account to Guarantor for the same). Any Excess Amounts and accrued interest shall be applied by Lessor only to Guaranteed Obligations under this Guaranty, and only following the giving of Bonds tendered to it for purchase corresponding a Demand Notice and the expiration of the Demand Period with respect thereto. The parties agree that their fundamental agreement and intent hereunder is that the Guaranteed Obligations be at all times unconditionally secured by full access to the funds intended to be available under the Credit (as originally contemplated hereby) even following any breach hereunder by Lessor. Accordingly, the parties agree that no payment of the Excess Amounts shall be paid to Guarantor except to the extent provided in clauses (1) through (3) above and that any court in determining remedies for the breach by Lessor hereunder shall not order payment of such amounts over to Guarantor except consistent with clauses (1) through (3) above but, rather, shall consider alternative remedies consistent with the parties' intent, including, without limitation, maintaining the Excess Amounts and accrued interest on thereon which are not required to be paid to Guarantor under any of clauses (1) through (3) above in a separate account such Bondsthat Lessor shall have the full benefit thereof without condition or contingency—other than the conditions provided in this Guaranty that the Guaranteed Obligations shall not have been actually paid, that a Demand Notice shall be given as provided above, and that the ensuing Demand Period shall have expired. The Letter For the avoidance of Credit may be extended or may be replaced by doubt, as stated in clause (2) above, nothing in this paragraph shall prevent Guarantor from being entitled to immediate payment of the Excess Amounts if and when Guarantor provides a Substitute Letter of Credit complying in such form as is consistent with the provisions terms of this Guaranty, and in Lessor's reasonable opinion, substantively identical in all respects to the Indenture. It original Credit (including, without limitation, providing for an available amount equal to the amount that would have been available under the original Credit at the time the Substitute Credit is anticipated that all payments of principal of and interest issued had Lessor (or its lawful assignees or transferees) not drawn on the Bondsoriginal Credit and, if such Substitute Credit provides for a transfer fee, the transfer fee does not exceed the transfer fee that was in effect under the original Credit), and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant such Substitute Credit is from an issuer reasonably acceptable to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of CreditLessor.
Appears in 1 contract
Samples: Cypress Semiconductor Corp /De/
Letter of Credit. Concurrently with Buyer may elect to deliver the initial delivery Deposit to Seller in cash or in the form of an irrevocable, standby letter of credit for the Bonds pursuant same amount (the "Deposit L/C"). The Deposit L/C shall be (a) in a form reasonably acceptable to the IndentureSeller, the Company shall cause the initial Letter (b) issued in favor of Credit to be Seller under this Agreement and (c) issued by the Bank, which Letter a bank that has a long-term unsecured debt rating as of Credit (1) shall be substantially in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery issuance of at least A+ by Standard & Poor's Rating Information Services and A1 by Xxxxx'x Investors Service and that is otherwise reasonably satisfactory to Seller. The Deposit L/C (and any replacement thereof furnished in accordance with this Section 3.4.2) shall have an expiration date no earlier than the first anniversary of the Bonds; (3) date of issuance thereof and shall authorize be automatically renewed from year to year unless stated not to be so renewed by the Trustee to draw on the Bank, subject issuer thereof in a written notice given to the terms and conditions thereof, up to (a) an amount equal Seller not less than 30 days prior to the principal amount expiration thereof. In the event of the Bonds (i) to enable the Trustee to pay the principal amount termination of the Bonds when due at maturity or upon redemption or acceleration Deposit L/C (and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying any replacement thereof furnished in accordance with the provisions of this Section 3.4.2), Buyer shall deliver to Seller a replacement letter or letters of credit in lieu thereof no later than 30 days prior to the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price expiration of the Bonds payable upon optional or mandatory tender for purchase preceding letter of credit. If Buyer shall fail to obtain any replacement of the Deposit L/C (and/or any replacement thereof furnished in accordance with the provisions of this Section 3.4.2), then Seller shall draw down the full amount of the existing Deposit L/C and retain the same as security for the payment covenants, agreements and obligations of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of CreditBuyer under this Agreement. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment Any replacement of any transfer fees required by Deposit L/C shall be in a form reasonably acceptable to Seller. Buyer acknowledges that Seller has agreed to accept the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery Deposit L/C in lieu of a Substitute Letter of Credit (whichcash down payment against the Purchase Price solely as an accommodation to Buyer. Buyer acknowledges that, as defined in the Indentureevent Buyer elects to provide a Deposit L/C in lieu of a cash Deposit, includes an extension of Buyer shall not be entitled to interest at the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds Applicable Rate as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter Section 3.4.1 of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Creditthis Agreement.
Appears in 1 contract
Letter of Credit. Concurrently with the initial delivery of the Bonds pursuant (i) On or prior to the IndentureClosing Date, the Company shall cause obtain an irrevocable letter of credit (the initial “Letter of Credit”), in the amount of $10,000,000 issued in favor of Kings Road Investments Ltd. (the “LC Agent”) by a bank acceptable to such LC Agent (the “Letter of Credit Bank”) and in form and substance acceptable to such LC Agent. The Letter of Credit, including any renewals, extensions or replacements referred to below, shall expire not earlier than 91 days after the Maturity Date of the Notes (the “LC Expiration Date”). Upon the occurrence and during the continuance of an Event of Default under (and as defined in) any of the Notes, the LC Agent shall be issued by entitled to draw under the BankLetter of Credit, which including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount (1) shall be substantially as defined in the same form as Notes) then available thereunder, it being understood that the exhibit attached to LC Agent shall act for the Letter of Credit Agreement; (2) shall be dated the date of delivery benefit of the Bonds; (3) shall authorize the Trustee to draw Buyers on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to a pro rata basis based on the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount Notes held by each of the Bonds when due at maturity or upon redemption or acceleration Buyers and (ii) to enable hold such amount as collateral security for the Trustee to pay obligations under the portion Notes for the benefit of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of CreditBuyers. The Company shall take whatever action may be necessary to maintain the Letter of Credit (obtain such renewals, extensions or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer replacements of the Letter of Credit as necessary to ensure that the Letter of Credit shall not expire prior to the LC Expiration Date (unless the Letter of Credit shall have been reduced to zero in accordance with the terms contained in this Section 4(q) prior to such date). If, at any successor Trustee. The time, the Company acknowledges its responsibility to arrange for an cannot obtain a renewal, extension or replacement of the Letter of Credit such that the Letter of Credit will expire prior to the LC Expiration Date (a “Withdrawal Event”), the Company and the Letter of Credit Bank shall each give the LC Agent written notice of the occurrence of a Withdrawal Event at least forty-five (45) days prior to the then current expiration date of the Letter of Credit or Credit. Following a Withdrawal Event, the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding LC Agent shall be entitled to draw down the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, Amount in its entirety (whether or not an Event of Default shall have occurred or be continuing under any of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend Notes) and hold harmless such amount as collateral security for the Authority from and against any liability or claim arising with respect to obligations under the delivery of, or failure to deliver, a Substitute Letter Notes for the benefit of Creditthe Buyers.
Appears in 1 contract
Letter of Credit. Concurrently with In the initial delivery of the Bonds pursuant to the Indenture, the Company shall cause the initial Letter of Credit to be issued by the Bank, which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to event that (a) the applicable Borrower or Borrowers shall fail to reimburse the Issuer, or if for any reason Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 4.5 and in an amount equal to the principal amount of any drawing honored by the Bonds Issuer under a Letter of Credit issued by it, (ib) to enable the Trustee to pay Issuer must for any reason return or disgorge such reimbursement or (c) an LOC Liquidity Disbursement has occurred, the principal amount Issuer shall promptly notify the Administrative Agent of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal unreimbursed amount of such Bondsdrawing and of such Lender's respective participation therein. Each Lender shall make available to the Administrative Agent for the account of the Issuer, plus (b) whether or not any Default shall have occurred and be continuing, an amount equal to 50 days’ interest its respective participation in same day or immediately available funds at the office of the Issuer specified in such notice not later than 11:00 a.m. (New York City, New York time) on the Bonds at Business Day (under the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion laws of the purchase price jurisdiction of Bonds tendered the Issuer) after the date notified by the Issuer. In the event that any Lender fails to it for purchase corresponding make available to the accrued interest on Administrative Agent for the account of the Issuer the amount of such Bonds. The Lender's participation in such Letter of Credit as provided herein, the Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three Business Days (together with such other compensatory amounts as may be extended required to be paid by such Lender to the Administrative Agent and/or the Issuer, as the case may be, pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Alternate Base Rate plus 200 basis points. Nothing in this Section shall be replaced deemed to prejudice the right of any Lender to recover from the Issuer any amounts made available by such Lender to the Issuer pursuant to this Section in the event that it is determined by a Substitute court of competent jurisdiction that the payment with respect to a Letter of Credit complying with by the provisions Issuer in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of the IndentureIssuer. It is anticipated that all payments of principal of and interest on The Issuer shall distribute to the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase Administrative Agent for the payment account of each other Lender which remarketing proceeds are not available pursuant has paid all amounts payable by it under this Section with respect to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the any Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required issued by the Indenture, including the payment Issuer such other Lender's Percentage of any transfer fees required all payments received by the Bank upon Issuer from any transfer Borrower in reimbursement of drawings honored by the Issuer under such Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Creditwhen such payments are received.
Appears in 1 contract
Samples: Credit Agreement (Dollar Thrifty Automotive Group Inc)
Letter of Credit. Concurrently No later than May 15, 2001, Tenant shall deliver to Landlord an unconditional, irrevocable and renewable letter of credit ("LETTER OF CREDIT") in favor of Landlord in a form approved by Landlord, issued by a bank approved by Landlord with a branch located in Denver, Boulder or Westminster, Colorado, (which approval shall not be unreasonably withheld, conditioned or delayed) in the initial delivery principal amount ("STATED AMOUNT") specified below, as security for the faithful performance and observance by Tenant of the Bonds pursuant terms, provisions and conditions of this Lease. If Tenant fails to deliver the IndentureLetter of Credit by May 15, 2001, and such failure is not cured within five (5) days after written notice to Tenant, then such failure shall be an Event of Default hereunder. If the Company issuer of the Letter of Credit shall become insolvent or fail to maintain at least an "A" issuer rating under the Thomson Financial Bank Watch or an equivalent rating service reasonably selected by Landlord, then Tenant shall, within thirty (30) days of receipt of Landlord's written notice, cause the initial a replacement Letter of Credit to be issued by a bank that qualifies under the Bankforegoing requirements. Tenant shall pay all expenses, which Letter of Credit (1) shall be substantially points and/or fees incurred by Tenant in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on obtaining the Letter of Credit. The Company Stated Amount shall take whatever action be[*]; provided, however, that upon the dates specified below ("ADJUSTMENT DATES"), the Stated Amount shall be reduced to the following amounts: Anniversary of Commencement Date Stated Amount ----------------- ------------- 4th [*] 5th [*] 6th [*] However, if (i) an Event of Default occurs under this Lease, or (ii) circumstances exist that would, with notice or lapse of time, or both, constitute an Event of Default, and Tenant has failed to cure such circumstance within the time period permitted by Section 16 or such lesser time as may remain before the relevant Adjustment Date as provided above (including, without limitation, a failure to deposit the cash Security Deposit pursuant to Section 4.4.2 below), the Stated Amount shall not thereafter be reduced unless and until such default or circumstance shall have been fully cured pursuant to the terms of [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 15 this Lease, at which time the Stated Amount may be necessary to maintain reduced as hereinabove described. The Letter of Credit shall state that an authorized officer or other representative of Landlord may make demand on Landlord's behalf for the Stated Amount of the Letter of Credit (Credit, or a Substitute Letter of Credit) in full force any portion thereof, and effect during that the period required by the Indentureissuing bank must immediately honor such demand, including the payment without qualification or satisfaction of any transfer fees required conditions, except the proper identification of the party making such demand, and the signed certification of such party that (a) an Event of Default by Tenant has occurred under the Bank upon any transfer Lease and that Tenant has not cured such Event of Default within the applicable grace or cure periods provided under this Lease and/or (b) the term of the Letter of Credit will expire prior to any successor Trustee. The Company acknowledges its responsibility to arrange thirty (30) days following the last day of the Term and has not been extended, nor has a new Letter of Credit for an extension extended period of time been substituted at least thirty (30) days prior to the expiration of the expiration date Letter of Credit. In addition, the Letter of Credit shall indicate that it is transferable in its entirety by Landlord as beneficiary and that upon receiving written notice of transfer, and upon presentation to the issuing bank of the original Letter of Credit, the issuer or confirming bank will reissue the Letter of Credit naming such transferee as the beneficiary. Tenant shall pay to Landlord, within thirty (30) days following written request therefor, any transfer fee payable by Landlord to the issuer in connection with such transfer; provided, however, that Tenant shall not be obligated to pay for more than one (1) transfer in any twenty-four (24) month period (Landlord to pay for any transfers subsequent to the first such transfer in any such twenty-four (24) month period). If the term of the Letter of Credit held by Landlord will expire prior to thirty (30) days following the last day of the Term and it is not extended, or the issuance and delivery of a Substitute new Letter of Credit for an extended period of time is not substituted, at least thirty (which, as defined in 30) days prior to the Indenture, includes an extension expiration of the Letter of Credit, then Landlord shall be entitled to make demand for the Stated Amount of said Letter of Credit and, thereafter, to hold such funds in accordance with this Section 4.4. The Letter of Credit and any such proceeds thereof shall be held by Landlord as security for the faithful performance by Tenant of all of the terms, covenants and conditions of this Lease. If Tenant fails to perform fully and timely all or any of Tenant's covenants and obligations hereunder, Landlord may (but shall not be required to) on draw upon all or before any portion of the Interest Payment Date on Stated Amount of the Bonds immediately preceding Letter of Credit, and Landlord may then use, apply or retain all or any part of the proceeds for the payment of any sum which is in default, or for the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant's failure or to compensate Landlord for any loss or damage which Landlord may suffer by reason of Tenant's failure. If any portion of the proceeds of the Letter of Credit Termination Dateare so used or applied, upon Tenant shall, within ten (10) days after demand therefor, post an additional Letter of Credit in an amount to cause the aggregate amount of the unused proceeds and such new Letter of Credit to equal the total Stated Amount required in this Section 4.4.1 above. Landlord shall not be required to keep any proceeds from the Letter of Credit separate from its general funds. Should Landlord sell its interest in the Premises during the Term, Landlord shall deposit with the purchaser thereof the Letter of Credit or any proceeds of the Letter of Credit, and provided that such purchaser agrees in writing to be bound by the terms and conditionsof this Lease that apply to the Letter of Credit under this Section 4.4.1 as assignee of Landlord, including thereupon Landlord shall be discharged from any further liability with respect to the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Creditsaid proceeds.
Appears in 1 contract
Samples: Office Lease (Allos Therapeutics)
Letter of Credit. (a) Concurrently with the initial delivery execution of this Lease and the acquisition of the Bonds pursuant Premises by Lessor under the Purchase Agreement, Lessee shall deliver to the IndentureLessor, at Lessee's sole cost and expense, the Company shall cause the initial Letter of Credit to be issued by described below, and complying with the Bankrequirement of Section 9.1(d) below, which in the initial amount of Ten Million Dollars ($10,000,000) (the "LC Face Amount") as security for the performance of all of Lessee's covenants and obligations under this Lease. Lessee understands and agrees that neither the Letter of Credit nor any Letter of Credit Proceeds (1as defined below) shall be substantially deemed an advance rent deposit or an advance payment of any other EXHIBIT 10.27 kind, or a measure of Lessor's damages upon a default on the part of Lessee. Subject to Section 9.1(c) below, the Letter of Credit shall be maintained in effect from the same form date hereof through the date that is sixty (60) days after the Expiration Date (the "LC Termination Date"). On the LC Termination Date, Lessor shall return to Lessee the Letter of Credit and any Letter of Credit Proceeds then held by Lessor (other than those Letter of Credit Proceeds Lessor is entitled to retain under the terms of this Section 9.1(a)); provided, however, that in no event shall any such return be construed as an admission by Lessor that Lessee has performed all of its obligations hereunder. Lessor shall not be required to segregate the exhibit attached Letter of Credit Proceeds from its other funds and no interest shall accrue or be payable to Lessee with respect thereto. Lessor may (but shall not be required to) draw upon the Letter of Credit and use the proceeds therefrom (the "Letter of Credit Proceeds") or any portion thereof (i) to the extent necessary to (A) cure any Event of Default by Lessee under this Lease and to compensate Lessor for any loss or damage Lessor incurs as a result of such Event of Default, and (B) reimburse Lessor for the payment of any amount which Lessor may for any other purpose spend or be required to spend by reason of an Event of Default on the part of Lessee, and (ii) for any other purpose authorized by this Lease, it being understood that any such draw upon the Letter of Credit or use of the Letter of Credit Proceeds shall not constitute a bar or defense to any of Lessor's remedies under this Lease, at law or in equity. In such event and upon written notice from Lessor to Lessee specifying the amount of the Letter of Credit Proceeds so utilized by Lessor and the particular purpose for which such amount was applied, Lessee shall promptly deliver to Lessor an amendment to the Letter of Credit Agreement; (2) shall be dated the date or a replacement Letter of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) Credit in an amount equal to the principal amount of the Bonds (i) LC Face Amount or Augmented LC Amount then required to enable the Trustee be maintained hereunder. Lessee's failure to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of deliver such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The replacement Letter of Credit may be extended or may be replaced by a Substitute Letter to Lessor within fifteen (15) days of Credit complying with Lessor's notice shall constitute an immediate Event of Default hereunder. In the provisions of the Indenture. It is anticipated that all payments of principal of and event Lessor transfers its interest on the Bondsin this Lease, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company Lessor shall take whatever action may be necessary to maintain transfer the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit Proceeds then held by Lessor to any Lessor's successor Trustee. The Company acknowledges its responsibility in interest, and thereafter Lessor shall have no further liability to arrange for an extension of the expiration date of the Lessee with respect to such Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of CreditProceeds.
Appears in 1 contract
Samples: Equinix Inc
Letter of Credit. Concurrently Lessee shall also deposit with Lessor, ------------- ---------------- upon execution of this Lease, as a security deposit for Lessee's faithful performance of Lessee's obligations an unconditional irrevocable standby letter of credit (the initial delivery "Letter of Credit"). The Letter of Credit shall be in the amount of One Million Dollars ($1,000,000), subject to later reduction as set forth in this Article V. The Letter of Credit shall be in form reasonably satisfactory to Lessor. In all events, such form shall provide that Lessor may draw upon the Letter of Credit solely upon making demand to the issuing bank for the amount specified by Lessor in its demand, and by presenting evidence to the issuing bank of the Bonds pursuant identity of Lessor. Lessor shall not be required to satisfy any conditions in order to draw upon the Letter of Credit, it being understood that the Letter of Credit shall be unconditional and irrevocable. However, Lessor shall have access to the Indenturefunds represented by the Letter of Credit only for the purposes and under the conditions set forth herein, and shall not make any such demand for a draw unless Lessor is entitled under this Article V to draw upon the Company Letter of Credit. Lessee shall cause the initial Letter of Credit to be issued by the Bank, which Letter of Credit (1) renewed on an annual basis and shall be substantially in renew the same form as the exhibit attached at least thirty (30) days prior to the Letter of Credit Agreement; scheduled maturity thereof each year (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee and deliver evidence thereof to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of Lessor promptly after such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bondsrenewal). The Letter of Credit may be extended or may be replaced shall contain language requiring the issuer to deliver written notice (by a Substitute certified mail, return receipt requested) to Lessor which notice meets the notice requirements of this Lease for notice from Lessee to Lessor in the event the Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender not renewed by Lessee for purchase for the payment of which remarketing proceeds are not available pursuant at least a one year period at least thirty (30) days prior to the Bond Indenture, will be funded from draws on scheduled maturity thereof each year. In the event Lessee fails timely to so renew the Letter of Credit. The Company , Lessor shall take whatever action may be necessary entitled to maintain draw the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer amount of the Letter of Credit before expiration thereof, whereupon Lessor shall hold the same as a cash security deposit together with all other cash held by Lessor as a security deposit pursuant to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension this Article V; provided that, if Lessee thereafter obtains a new letter of credit satisfying the expiration date requirements of this paragraph, such new letter of credit shall be deemed the Letter of Credit or the issuance hereunder, and delivery of a Substitute promptly after such new Letter of Credit is issued to Lessor and Lessor is notified thereof, Lessor shall return to Lessee all but Two Hundred Thousand Dollars (which, $200,000) of the cash security deposit (which Two Hundred Thousand Dollars ($200,000) shall continue in place as defined the cash portion of the security deposit as specified in the Indenture, includes an extension first sentence of this Article V above). The preceding sentence shall not be deemed a limitation of Lessor's remedies for any such failure by Lessee to observe its obligations under this paragraph. Lessee shall cause the Letter of Credit, as the same may be renewed from time to time, to remain in effect until the later of thirty (30) on days after the expiration of the term, or before thirty (30) days after Lessee has vacated the Interest Payment Date on Premises. In the Bonds immediately preceding event Lessee fails to cause the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result remain in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Credit.effect for such thirty (30) day period
Appears in 1 contract
Samples: Industrial Lease (Valicert Inc)
Letter of Credit. Concurrently with In order to secure the initial delivery Agent’s obligations under this Agreement, in respect of (x) the payment of the Bonds pursuant Remaining Guaranteed Amount, and (y) Expenses of the Sale on the Payment Date, Agent shall furnish Merchant an irrevocable standby letter of credit naming Merchant and GECC as co-beneficiaries (collectively, the “Beneficiaries”) as beneficiary in the aggregate original face amount equal to the Indenturesum of (i) twenty percent (20%) of the estimated Guaranteed Amount, plus (ii) three (3) weeks estimated Expenses that would be payable by Merchant, which shall be in the form of Exhibit 3.4 hereof (collectively, the Company shall cause the initial “Letter of Credit”). The Letter of Credit shall have an expiry date of no earlier than sixty (60) days after the Sale Termination Date. Unless the parties shall have mutually agreed, in consultation with GECC, that they have completed the final reconciliation under this Agreement, then, at least thirty (30) days prior to be issued by the Bankinitial or any subsequent expiry date, which Letter of Credit (1) the Beneficiaries shall be substantially in the same form as the exhibit attached receive an amendment to the Letter of Credit Agreement; solely extending (2or further extending, as the case may be) the expiry date by at least sixty (60) days. If the Beneficiaries fail to receive such amendment to the Letter of Credit no later than thirty (30) days before the expiry date, then all amounts hereunder shall become immediately due and payable and the Beneficiaries, individually or collectively, shall be dated permitted to draw under the date Letter of delivery Credit in payment of amounts owed and the Beneficiaries shall hold the balance of the Bondsamount drawn under the Letter of Credit as security for amounts that may become due and payable to Merchant hereunder. At Agent’s request, the Beneficiaries shall take all actions reasonably required to reduce the amount available to be drawn under the Letter of Credit by amounts credited against the Guaranteed Amount; provided, however, that the Letter of Credit shall not be reduced below three (3) weeks of estimated Expenses of the Sale. In the event that Agent, after receipt of three (3) business days notice (which notice shall authorize not be required if Agent or any member of Agent shall be a debtor under title 11, United States Code), fails to pay the Trustee to Guaranteed Amount, or portion thereof or any Expenses when due, the Beneficiaries, individually or collectively, may draw on the Bank, subject to the terms and conditions thereof, up to (a) Letter of Credit in an amount equal to the principal unpaid, past due, amount of the Bonds (i) to enable Agent’s obligations hereunder that is not the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery subject of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Creditreasonable dispute.
Appears in 1 contract
Samples: Agency Agreement
Letter of Credit. Concurrently with the initial delivery of the Bonds pursuant to the IndentureBank, the Company Seller shall cause to be delivered to the initial Bank the Letter of Credit, dated not later than the date hereof, issued by AmSouth, for the account of the Seller and for the benefit of the Bank. The Letter of Credit shall not expire prior to be issued by a date one year following the Bank, which date hereof. The Letter of Credit shall by in a stated amount (1the “Required Stated Amount”) shall be substantially in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to lesser of (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity $15,000,000 or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on forty percent (40%) times the aggregate unpaid principal balance of the Bonds at for which Put Option Agreements are in effect on each anniversary date of this Agreement, based upon the Maximum Rate (i) to enable the Trustee to pay interest on scheduled aggregate principal balance of the Bonds when due as of such anniversary date. Not later than sixty (60) day prior to each anniversary date hereof, the Seller shall cause an acceptable amendment to the Letter of Credit to be delivered to the Bank, which shall be in a face amount at least equal to the Required Stated Amount, and (ii) to enable which shall extend the Trustee to pay Letter of Credit for a period of one year, initially, from the portion anniversary date hereof, and thereafter, one year from each extended anniversary date of the purchase price Letter of Bonds tendered Credit, except the last extension, which shall be from December 30, 1995, to it for purchase corresponding to June 1, 1996. Drawings under the accrued interest on such Bonds. The Letter of Credit may be extended made solely by the Bank (and not by any other Holder of all the Bonds or may be replaced by a Substitute any of the Bonds). The Bank agrees that promptly after any drawing under the Letter of Credit complying with the provisions made as a result of the Indenturefailure of Seller to perform any Put Option Agreement, Bank will deliver to AmSouth the Bond Documents and Bonds described in the corresponding Put Notice; and, shall cause, at Bank’s expense, all the Bond Documents assigned to the Bank by Seller to be assigned of record to AmSouth and all Bonds shall be registered in the name of AmSouth in accordance with applicable laws. It is anticipated The Bank agrees to accomplish the actions specified in the previous sentence with due diligence. The Bank further agrees to execute and deliver such additional instruments and documents as may reasonably be requested by AmSouth in order to effectuate such transfer. Seller agrees that after any drawing by the Bank under the Letter of Credit made as a result of the failure of the Bank to receive an acceptable amendment to the Letter of Credit, as required by this Section, the funds received by the Bank shall be held by the Bank as collateral for all payments obligations of principal of and interest on the BondsSeller under this agreement, and Seller hereby pledges and assigns all payments of purchase price of its interest in such funds to the Bonds payable upon optional Bank for such purpose. The Bank shall keep any such reserves held by it under this Section continuously invested in direct obligations of, or mandatory tender for purchase for obligations the payment of which remarketing proceeds are not available pursuant to is guaranteed by, the Bond IndentureUnited States of America, will be funded from draws on maturing at a date being no later than the Letter date of Credittermination of this agreement as set forth hereinbelow. The Company Bank shall take whatever action not be responsible for any market loss that may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required occur by the Indenture, including the payment reason of any transfer fees required investment made in accordance with the next preceding sentence. All interest on such reserve shall be payable as and when received by the Bank upon any transfer of over to the Letter of Credit to any successor TrusteeSeller. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority Bank shall have no responsibility obligation to obtain a Substitute Letter pay any such funds to the Seller until the termination of Credit this agreement and the Company shall release, defend and hold harmless satisfaction of all of the Authority from and against any liability or claim arising with respect obligations of Seller to the delivery ofBank hereunder, or failure to deliver, a Substitute Letter with the exception of Creditinterest as aforesaid.
Appears in 1 contract
Samples: Bond Purchase Agreement (Protective Life Insurance Co)
Letter of Credit. Concurrently with Tenant may post the initial delivery Security Deposit required by paragraph 2.5 of the Bonds Lease by way of an irrevocable, unconditional letter of credit, issued by a bank acceptable to Landlord in its sole discretion, which shall be renewed annually or when applicable and made payable upon sight to Landlord in the amount set out in paragraph 2.5 for the Security Deposit. Landlord agrees to accept such an initial letter of credit from Silicon Valley Bank, but Tenant shall replace such initial letter of credit with a comparable letter of credit from Bank of American N.A. within 20 days after the Commencement Date of this Lease. If Tenant is entitled pursuant to the Indenture, the Company shall cause the initial Letter of Credit paragraph 2.5 to be issued by the Bank, which Letter of Credit (1) shall be substantially a reduction in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) Security Deposit, the then existing letter of credit shall be returned to enable Tenant if and when Tenant posts with Landlord a substitute letter of credit meeting the Trustee to pay above requirements in the principal amount of the Bonds when due at maturity reduced Security Deposit. No letter of credit provided pursuant to paragraph 2.5 shall have an expiration date that is within sixty (60) days prior to or upon redemption or acceleration and within sixty (ii60) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding days subsequent to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the then expiration date of the Letter term of Credit or this Lease. The letter of credit shall be drawable by delivery to the issuance and delivery issuing bank of a Substitute Letter certification by Landlord or its managing agent that a Default has occurred under the Lease or that the letter of Credit (which, as defined credit is due to expire within the ensuing 30-day period and has not been replaced. Sums drawn pursuant to the letter of credit shall be held and disbursed in the Indenturemanner described in the Lease for the Security Deposit. Unless a cash Security Deposit is substituted therefor, includes an extension the letter of credit or a substitute letter of credit meeting the requirements of this Rider shall be maintained in effect during the entire Term of the Letter Lease (unless the Lease is earlier terminated). The letter of Credit) on or before credit shall be returned to Tenant at such time as Tenant has fulfilled all of its obligations under the Interest Payment Date on Lease and the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, Term of the IndentureLease has expired (or been earlier terminated). In the event of a sale of the Building of which the Premises are a part, Landlord shall have the right to transfer the letter of credit to the transferee of the Building, and thereafter Landlord shall be released of all liability for the Company further acknowledges that failure return of the letter of credit. In such instance, Tenant agrees to do so will result in a redemption or acceleration look solely to said transferee for the return of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Creditcredit.
Appears in 1 contract
Samples: Lease Agreement (Blackboard Inc)
Letter of Credit. Concurrently Lessee shall also deposit with Lessor, ------------- ---------------- upon execution of this Lease, as a security deposit for Lessee's faithful performance of Lessee's obligations an unconditional irrevocable standby letter of credit (the initial delivery "Letter of Credit"). The Letter of Credit shall be in the amount of One Million Dollars ($1,000,000), subject to later reduction as set forth in this Article V. The Letter of Credit shall be in form reasonably satisfactory to Lessor. In all events, such form shall provide that Lessor may draw upon the Letter of Credit solely upon making demand to the issuing bank for the amount specified by Lessor in its demand, and by presenting evidence to the issuing bank of the Bonds pursuant identity of Lessor. Lessor shall not be required to satisfy any conditions in order to draw upon the Letter of Credit, it being understood that the Letter of Credit shall be unconditional and irrevocable. However, Lessor shall have access to the Indenturefunds represented by the Letter of Credit only for the purposes and under the conditions set forth herein, and shall not make any such demand for a draw unless Lessor is entitled under this Article V to draw upon the Company Letter of Credit. Lessee shall cause the initial Letter of Credit to be renewed on an annual basis and shall renew the same at least thirty (30) days prior to the scheduled maturity thereof each year (and deliver evidence thereof to Lessor promptly after such renewal). The Letter of Credit shall contain language requiring the issuer to deliver written notice (by certified mail, return receipt requested) to Lessor which notice meets the notice requirements of this Lease for notice from Lessee to Lessor in the event the Letter of Credit is not renewed by Lessee for at least a one year period at least thirty (30) days prior to the scheduled maturity thereof each year. In the event Lessee fails timely to so renew the Letter of Credit, Lessor shall be entitled to draw the full amount of the Letter of Credit before expiration thereof, whereupon Lessor shall hold the same as a cash security deposit together with all other cash held by Lessor as a security deposit pursuant to this Article V; provided that, if Lessee thereafter obtains a new letter of credit satisfying the requirements of this paragraph, such new letter of credit shall be deemed the Letter of Credit hereunder, and promptly after such new Letter of Credit is issued to Lessor and Lessor is notified thereof, Lessor shall return to Lessee all but Two Hundred Thousand Dollars ($200,000) of the cash security deposit (which Two Hundred Thousand Dollars ($200,000) shall continue in place as the cash portion of the security deposit as specified in the first sentence of this Article V above). The preceding sentence shall not be deemed a limitation of Lessor's remedies for any such failure by Lessee to observe its obligations under this paragraph. Lessee shall cause the Letter of Credit, as the same may be renewed from time to time, to remain in effect until the later of thirty (30) days after the expiration of the term, or thirty (30) days after Lessee has vacated the Premises. In the event Lessee fails to cause the Letter of Credit to remain in effect for such thirty (30) day period following expiration of the term or Lessee's vacation of the Premises, whichever later occurs, Lessor shall be entitled to draw the full amount of the Letter of Credit before expiration thereof without any obligation to give Lessee notice thereof, whereupon Lessor shall hold the same as a cash security deposit together with all other cash held by Lessor as a security deposit pursuant to this Article V. If Lessee fails to pay as and when due Base Rent or any other sums payable by Lessee hereunder or otherwise fails to perform any other obligation of Lessee under this Lease as and when obligated to perform the same, Lessor may draw from the Letter of Credit and use, apply or retain the proceeds therefrom to the extent (and only to the extent) applied (i) to the payment of such sum which has not been paid, or (ii) to compensate Lessor for the payment of any other sum which Lessor incurs or becomes obligated to spend as a result of Lessee's failure to so perform its obligations and/or Lessor's cure of such failure by Lessee, or (iii) to compensate Lessor for any expenditures, loss or damage which Lessor may suffer thereby. The intent of the preceding sentence is to limit the amount of draws by Lessor against the Letter of Credit to sums actually applied pursuant to clauses (i) through (iii)of the preceding sentence. Lessor may draw and use, apply or retain such amounts without prejudice to any other remedy Lessor may have by reason of Lessee's failure to perform its obligations hereunder. If Lessor so draws all or any portion of the Letter of Credit, Lessee shall, within twenty (20) days after demand in writing therefor, obtain and deposit with Lessor a new letter of credit on the terms specified above applicable to the Letter of Credit but only in the amount of the amount so drawn, and thereafter such new letter of credit together with the remaining undrawn balance of any one or more prior letters of credit constituting the Letter of Credit shall collectively herein be deemed the "Letter of Credit." Lessor shall not be required to keep any amounts drawn from the Letter of Credit separate from its general funds, and shall not be deemed a trustee with respect to such amounts. In the event Lessor transfers its interest in this Lease, Lessee at Lessor's request shall cause a new Letter of Credit to be issued by the Bank, which Letter of Credit (1) shall be substantially to Lessor's successor in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer replacement of the Letter of Credit issued to Lessor, whereupon Lessor shall no longer have any successor Trusteeliability for the accounting therefor. The Company acknowledges At such time as Lessee demonstrates to Lessor's reasonable satisfaction that its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit Tangible Net Worth (which, as defined in the Indenture, includes an extension of the Letter of Creditbelow) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Credit.exceeds
Appears in 1 contract
Samples: Industrial Lease (Valicert Inc)
Letter of Credit. Concurrently No later than May 15, 2001, Tenant shall deliver to Landlord an unconditional, irrevocable and renewable letter of credit ("Letter of Credit") in favor of Landlord in a form approved by Landlord, issued by a bank approved by Landlord with a branch located in Denver, Boulder or Westminster, Colorado, (which approval shall not be unreasonably withheld, conditioned or delayed) in the initial delivery principal amount ("Stated Amount") specified below, as security for the faithful performance and observance by Tenant of the Bonds pursuant terms, provisions and conditions of this Lease. If Tenant fails to deliver the IndentureLetter of Credit by May 15, 2001, and such failure is not cured within five (5) days after written notice to Tenant, then such failure shall be an Event of Default hereunder. If the Company issuer of the Letter of Credit shall become insolvent or fail to maintain at least an "A" issuer rating under the Thomson Financial Bank Watch or an equivalent rating service reasonably selected by Landlord, then Tenant shall, within thirty (30) days of receipt of Landlord's written notice, cause the initial a replacement Letter of Credit to be issued by a bank that qualifies under the Bankforegoing requirements. Tenant shall pay all expenses, which Letter of Credit (1) shall be substantially points and/or fees incurred by Tenant in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on obtaining the Letter of Credit. The Company Stated Amount shall take whatever action be Five Hundred Fifty Thousand Dollars ($550,000.00); provided, however, that upon the dates specified below ("Adjustment Dates"), the Stated Amount shall be reduced to the following amounts: Anniversary of Commencement Date Stated Amount 4th $ 366,667.00 5th $ 183,334.00 6th $ 0.00 However, if (i) an Event of Default occurs under this Lease, or (ii) circumstances exist that would, with notice or lapse of time, or both, constitute an Event of Default, and Tenant has failed to cure such circumstance within the time period permitted by Section 16 or such lesser time as may remain before the relevant Adjustment Date as provided above (including, without limitation, a failure to deposit the cash Security Deposit pursuant to Section 4.4.2 below), the Stated Amount shall not thereafter be reduced unless and until such default or circumstance shall have been fully cured pursuant to the terms of this Lease, at which time the Stated Amount may be necessary to maintain reduced as hereinabove described. The Letter of Credit shall state that an authorized officer or other representative of Landlord may make demand on Landlord's behalf for the Stated Amount of the Letter of Credit (Credit, or a Substitute Letter of Credit) in full force any portion thereof, and effect during that the period required by the Indentureissuing bank must immediately honor such demand, including the payment without qualification or satisfaction of any transfer fees required conditions, except the proper identification of the party making such demand, and the signed certification of such party that (a) an Event of Default by Tenant has occurred under the Bank upon any transfer Lease and that Tenant has not cured such Event of Default within the applicable grace or cure periods provided under this Lease and/or (b) the term of the Letter of Credit will expire prior to any successor Trustee. The Company acknowledges its responsibility to arrange thirty (30) days following the last day of the Term and has not been extended, nor has a new Letter of Credit for an extension extended period of time been substituted at least thirty (30) days prior to the expiration of the expiration date Letter of Credit. In addition, the Letter of Credit shall indicate that it is transferable in its entirety by Landlord as beneficiary and that upon receiving written notice of transfer, and upon presentation to the issuing bank of the original Letter of Credit, the issuer or confirming bank will reissue the Letter of Credit naming such transferee as the beneficiary. Tenant shall pay to Landlord, within thirty (30) days following written request therefor, any transfer fee payable by Landlord to the issuer in connection with such transfer; provided, however, that Tenant shall not be obligated to pay for more than one (1) transfer in any twenty-four (24) month period (Landlord to pay for any transfers subsequent to the first such transfer in any such twenty-four (24) month period). If the term of the Letter of Credit held by Landlord will expire prior to thirty (30) days following the last day of the Term and it is not extended, or the issuance and delivery of a Substitute new Letter of Credit for an extended period of time is not substituted, at least thirty (which, as defined in 30) days prior to the Indenture, includes an extension expiration of the Letter of Credit, then Landlord shall be entitled to make demand for the Stated Amount of said Letter of Credit and, thereafter, to hold such funds in accordance with this Section 4.4. The Letter of Credit and any such proceeds thereof shall be held by Landlord as security for the faithful performance by Tenant of all of the terms, covenants and conditions of this Lease. If Tenant fails to perform fully and timely all or any of Tenant's covenants and obligations hereunder, Landlord may (but shall not be required to) on draw upon all or before any portion of the Interest Payment Date on Stated Amount of the Bonds immediately preceding Letter of Credit, and Landlord may then use, apply or retain all or any part of the proceeds for the payment of any sum which is in default, or for the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant's failure or to compensate Landlord for any loss or damage which Landlord may suffer by reason of Tenant's failure. If any portion of the proceeds of the Letter of Credit Termination Dateare so used or applied, upon Tenant shall, within ten (10) days after demand therefor, post an additional Letter of Credit in an amount to cause the aggregate amount of the unused proceeds and such new Letter of Credit to equal the total Stated Amount required in this Section 4.4.1 above. Landlord shall not be required to keep any proceeds from the Letter of Credit separate from its general funds. Should Landlord sell its interest in the Premises during the Term, Landlord shall deposit with the purchaser thereof the Letter of Credit or any proceeds of the Letter of Credit, and provided that such purchaser agrees in writing to be bound by the terms and conditionsof this Lease that apply to the Letter of Credit under this Section 4.4.1 as assignee of Landlord, including thereupon Landlord shall be discharged from any further liability with respect to the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Creditsaid proceeds.
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Samples: Allos Therapeutics Inc
Letter of Credit. Concurrently with Licensee will deliver to Licensor, within not more than twenty (20) days after the initial delivery of the Bonds pursuant to the IndentureCommencement Date, the Company shall cause the initial Letter of Credit to be issued by the Bank, which an Irrevocable Stand-By Letter of Credit (1the “Letter of Credit”) shall be substantially in the same amount of ***** to be effective throughout the Term of this Agreement, in favor of Licensor confirmed and advised through a bank designated by Licensor and on terms and in the form and content as directed by Licensor, which shall include, but may not be limited to the exhibit attached to following terms and conditions: (i) the Letter of Credit must contain the condition that it will be automatically extended without amendment for additional periods of twelve (12) months from the current or any future expiration date unless notice is sent sixty (60) days from the expiry date to the advising bank by authenticated swift and to Licensor by courier that the Letter of Credit will not be renewed, (ii) that Licensor will have the right, at any time, to draw upon the Letter of Credit if Licensee fails to make any payment as provided under this Agreement; and (2iii) shall be dated the date of delivery that if during any term of the Bonds; (3) shall authorize Letter of Credit, a partial or full draw becomes necessary, the Trustee Letter of Credit will automatically be reinstated to draw on the Bank, subject original value pursuant to the terms and conditions thereof, up of this Paragraph 2.d.(v). of this Agreement. Licensor will give notice of its intention to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws draw on the Letter of CreditCredit if Licensee fails to make any payment due as provided under this Agreement. The Company Licensor must receive the extended Letter of Credit not less than thirty (30) days before the start of each such subsequent twelve (12) month period. In the event the Letter of Credit is not extended as set forth herein above, Licensor shall take whatever action may have the right to draw from the current Letter of Credit the full amount of the Letter of Credit and apply such amount to current and future payment obligations of Licensee under this Agreement. Such draw shall not be necessary deemed to relieve Licensee from having to obtain and maintain the Letter of Credit (or a Substitute Letter pursuant to the provisions of Credit) in full force this Agreement and effect during Licensor shall still have the period required right to deem any failure by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of Licensee to obtain and maintain the Letter of Credit pursuant to any successor Trusteethe provisions of this Paragraph 2.d. The Company acknowledges its responsibility to arrange for be an extension incurable default. All costs and expenses associated with such Letter of the expiration date of the Credit, including, but not limited to, opening, extending, amending and drawing fees, will be borne by Licensee. Licensee’s failure to provide Licensor with a Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes herein above provided shall be an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Creditincurable default under this Agreement.
Appears in 1 contract
Samples: Product and Trademark License Agreement (Playboy Enterprises Inc)
Letter of Credit. Concurrently Any Event of Default for purposes of this Section 35 shall mean an Event of Default that is monetary in nature or an Event of Default that has liquidated into a monetary Event of Default. Concurrent with the initial Tenant’s execution and delivery of this Lease, Tenant shall deliver to Landlord an unconditional, irrevocable letter of credit (“LC”) in the Bonds pursuant original amount of Four Hundred Thousand and no/100 Dollars ($400,000.00) (the “LC Stated Amount”). The LC shall be held by Landlord as security for the faithful performance by Tenant of all of the terms, covenants and conditions of this Lease to be kept and performed by Tenant, and the Indentureparties hereto acknowledge and agree that the LC does not constitute and shall not, the Company in any event, be deemed to constitute a security deposit. The LC shall cause the initial Letter of Credit to be issued by the Banka national money center bank reasonably acceptable to Landlord, which Letter of Credit (1) and shall be substantially in the same form attached hereto as Exhibit J. Tenant shall pay all expenses, points and/or fees incurred in obtaining and renewing the exhibit attached to the Letter of Credit Agreement; (2) LC. The LC shall be dated effective from the date of delivery thereof through the date which is one hundred (100) days after the expiration of the Bonds; Lease Term (3the “LC Expiration Date”). The LC may be re-issued, renewed or replaced for annual periods, provided that the LC Stated Amount is not reduced except as expressly provided below. Each reissue, renewal or replacement LC shall be in the form attached hereto as Exhibit J, and shall be subject to Landlord’s prior written approval. The LC Stated Amount shall be reduced by One Hundred Thousand and 0/100 Dollars ($100,000.00) shall authorize the Trustee to draw on the Bankday after the expiration of the twenty-sixth (26th) month following the Commencement Date and shall continue to be reduced by such amount following the expiration of subsequent one (I) year periods (herein, each a “Reduction Date”), subject to the terms and conditions thereof, up to provisions of Subparagraphs (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an immediately below, until it has been reduced to $100,000.00, at which amount equal to 50 days’ interest on it will remain until the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion expiration of the purchase price of Bonds tendered to Term (as it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Creditextended).
Appears in 1 contract
Letter of Credit. Concurrently with the initial delivery of the Bonds pursuant (i) On or prior to the IndentureClosing Date, the Company shall cause obtain an irrevocable letter of credit (the initial "Letter of Credit"), in the amount of $10,000,000 issued in favor of Kings Road Investments Ltd. (the "LC Agent") by a bank acceptable to such LC Agent (the "Letter of Credit Bank") and in form and substance acceptable to be issued by such LC Agent. Subject to the Banklast three sentences of this Section (q)(i), which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to the Letter of Credit Agreement; shall expire not earlier than 91 days after the Maturity Date of the Notes (2the "LC Expiration Date"). Upon the occurrence and during the continuance of an Event of Default under (and as defined in) any of the Aggregate Notes, the LC Agent shall be dated entitled to draw under the date Letter of delivery Credit for the full Letter of Credit Amount (as defined in the Aggregate Notes) then available thereunder, it being understood that the LC Agent shall act for the benefit of the Bonds; (3) shall authorize the Trustee to draw Buyers on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to a pro rata basis based on the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount Aggregate Notes held by each of the Bonds when due at maturity or upon redemption or acceleration Buyers and (ii) to enable hold such amount as collateral security for the Trustee to pay obligations under the portion Aggregate Notes for the benefit of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of CreditBuyers. The Company shall take whatever action may be necessary to maintain the Letter of Credit (obtain such renewals, extensions or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer replacements of the Letter of Credit as necessary to ensure that the Letter of Credit shall not expire prior to the LC Expiration Date (unless the Letter of Credit shall have been reduced to zero in accordance with the terms contained in this Section 4(q) prior to such date). If, at any successor Trustee. The time, the Company acknowledges its responsibility to arrange for an cannot obtain a renewal, extension or replacement of the Letter of Credit such that the Letter of Credit will expire prior to the LC Expiration Date (a "Withdrawal Event"), the Company and the Letter of Credit Bank shall each give the LC Agent written notice of the occurrence of a Withdrawal Event at least forty-five (45) days prior to the then current expiration date of the Letter of Credit or Credit. Following a Withdrawal Event, the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding LC Agent shall be entitled to draw down the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, Amount in its entirety (whether or not an Event of Default shall have occurred or be continuing under any of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend Notes) and hold harmless such amount as collateral security for the Authority from and against any liability or claim arising with respect to obligations under the delivery of, or failure to deliver, a Substitute Letter Notes for the benefit of Creditthe Buyers.
Appears in 1 contract
