Issuance of Commercial Paper Notes. (a) Each Commercial Paper Note issued by the Company shall be issued in a Face Amount of at least $100,000 and shall be duly executed by it and delivered to the Depositary in accordance with the terms of the Depositary Agreement. No Commercial Paper Note shall be issued by the Company except through the Depositary and in accordance with the terms of this Agreement and the Depositary Agreement. The Company shall not at any time issue Commercial Paper Notes in an aggregate Face Amount exceeding the sum of (i) the Unused Commitment plus (ii) the proceeds of such Commercial Paper Notes to be deposited, on the same day as the day of such issuance, in the Commercial Paper Account for the purpose of reimbursing LOC Payments relating to matured and concurrently maturing Commercial Paper Notes (whether or not presented for payment) plus (iii) the proceeds of such Commercial Paper Notes to be deposited, on the same day as the day of such issuance, in the Commercial Paper Account for the purpose of contemporaneously repaying outstanding Loans; provided, however, that (after giving effect to the use of such deposits) at no time shall the sum (i) of the aggregate Face Amount of outstanding Commercial Paper Notes plus (ii) the aggregate unpaid principal amount of outstanding Loans plus (iii) the aggregate amount of unreimbursed LOC Payments exceed the Total Commitment then in effect. (b) The Company shall not issue Commercial Paper Notes unless the Bank shall have consented in writing to such issuance. The Company shall not, after the receipt of instructions from the Bank to cease issuing Commercial Paper Notes, issue Commercial Paper Notes until the Bank shall have rescinded such instructions and shall have consented in writing to the issuance of Commercial Paper Notes. Any instructions by the Bank to cease issuing Commercial Paper Notes and each notice rescinding (or consenting to the rescission of) such instructions shall be in writing or by telephone (confirmed in writing promptly thereafter) or by facsimile transmission or telex and shall also be given to the Depositary. The Bank hereby agrees that, unless an Event of Default (or, in the case of an issuance of Commercial Paper Notes which would increase the Outstandings, an event which, with the giving of notice or lapse of time or both, would constitute an Event of Default) shall have occurred and be continuing, and except as provided in Section 2.07 hereof, it shall not give or keep in effect instructions to ceas...

Issuance of Commercial Paper Notes. On the terms and subject to the provisions of this Series 1997-1 Liquidity Agreement and the other Related Documents, RFC may from time to time on or after the Series 1997-1 Closing Date and prior to the Liquidity Commitment Termination Date, issue and sell Commercial Paper Notes; provided, however, that RFC shall not issue and sell Commercial Paper Notes if (a) RFC and the Depositary have received instructions then in effect from the Series 1997-1 Liquidity Agent (copies of which will also be sent to the Dealers), given in accordance with this Section 2.1, not to issue or deliver Commercial Paper Notes because (i) the Liquidity Commitment Termination Date shall have occurred, or (ii) the Commercial Paper Account or any funds on deposit in, or otherwise to the credit of, the Commercial Paper Account shall be subject to any stay, writ, judgment, warrant of attachment, execution or similar process; provided, however, that if any such stay, writ, judgment, warrant of attachment, execution or similar process is removed or dismissed, RFC may recommence the issuance and sale of Commercial Paper Notes, (b) the issuance of Commercial Paper Notes is prohibited by Sections 2.1, 2.2, 9.2 or 9.4 hereof, Sections 3 or 10 of the Depositary Agreement or Section 5.01 of the Series 1997-1 Collateral Agreement, (c) after giving effect to such issuance and the use of proceeds thereof, the weighted average interest rate of the Commercial Paper Notes Outstanding, Liquidity Advances and Support Liquidity Disbursements would be in excess of 10% per annum, unless (i) RFC and the Series 1997-1 Liquidity Agent shall have given their written consent to a weighted average interest rate in excess of 10% per annum, (ii) the Series 1997-1 Minimum Enhancement Amount shall be increased if required by the Rating Agencies in connection therewith and (iii) the Rating Agencies shall have confirmed that such weighted average interest rate will not result in the downgrading or withdrawal of the then current ratings of the Commercial Paper Notes; provided, however, that if the ratings of the Commercial Paper Notes by S&P and Moody's will be less than A-1 and P-1, respectively, after giving effect to such weighted average interest rate in excess of 10% per annum, such Commercial Paper Notes will not be issued unless the Majority Banks shall have given their written consent thereto, or (d) RFC and the Depositary shall have received instructions then in effect from the Series 1997-1 Liquidity Agent...

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Issuance of Commercial Paper Notes. (a) From time to ----------------------------------- time during the term of this Agreement, and upon your timely receipt of written (including electronically transmitted writings) or telephonic instructions (subject to written confirmation, in the case of telephonic instructions, as provided in paragraph (b) of this Section 3) in respect of any Commercial Paper ------------- Note, not later than 1:00 p.m. (New York City time) on the date of issuance thereof from an Authorized Representative, you shall: (i) in the case of Certificated Notes, withdraw designated Commercial Paper Notes from safekeeping and, in accordance with the instructions received, take the following action with respect to each such Certificated Note: (A) date each such Certificated Note the date of issuance thereof (which shall be on a Business Day) and insert (x) the maturity date thereof (which shall be a Business Day and which shall not be later than (1) three Business Days prior to the earlier of the Scheduled Liquidity Commitment Termination Date in effect on the date of issuance thereof and (2) the 58th day following the date of issuance thereof), and (y) the face amount (which shall be at least $100,000 and an integral multiple of $1,000 thereafter) thereof in figures, strike the word "Bearer" and insert the name, address and taxpayer identification number of the payee thereof; (B) authenticate each such Certificated Note by countersigning it for authentication in the space provided thereon; (C) deliver each such Certificated Note to the Dealer specified in such instructions, or to the applicable Holder if any, designated by such Dealer for the account of such Dealer against receipt of payment of the amount set forth in the instructions of Xxxxx delivered in respect thereof as provided in Section 4 hereof; and --------- (D) send a copy of each such Certificated Note to Xxxxx, and upon request therefor, to the Liquidity Agent and the Agent on or promptly following the date of issuance thereof; and

Issuance of Commercial Paper Notes. (a) The Agency will not permit the Issuing and Paying Agent to issue, or permit any Dealer to market, any Commercial Paper Note or Commercial Paper Notes with a maturity shorter than three (3) days from the date of issuance without the Bank’s prior written consent. Should the Agency request the Bank’s prior written consent to permit a Commercial Paper Note or Commercial Paper Notes to be issued with a maturity shorter that three (3) days from its issuance, the Bank agrees to make a reasonable effort to provide such prior written consent the same day as the Agency’s request. (b) Notwithstanding anything herein to the contrary, in the event that the Agency, the Issuing and Paying Agent or any Dealers breach the terms and provisions of this Section 6.07, the Bank’s sole remedies shall be to (i) direct the Agency to remove and replace the Dealer as promptly as practicable and (ii) enforce the terms and provisions of this Section 6.07 by taking any action permitted by law or equity, including, without limitation, actions, suits and/or proceedings to petition a court of competent jurisdiction to issue a mandamus order to the Agency and compel specific performance of the covenants and agreements of the Agency contained in this Section 6.07.

Issuance of Commercial Paper Notes. (a) From time to time during the term of this Agreement, and upon your timely receipt of written (including electronically transmitted writings) or telephonic instructions (subject to written confirmation, in the case of telephonic instructions, as provided in paragraph (b) of this Section 3) in respect of any Commercial Paper Note, not later than 1:00 p.m. (New York City time) on the date of issuance thereof from an Authorized Representative, you shall: (i) in the case of Certificated Notes,

Issuance of Commercial Paper Notes. Each Commercial Paper Note issued by the Trust shall be issued in a Face Amount of at least $100,000 and shall be duly executed by it and delivered to the Depositary in accordance with the terms of the Depositary Agreement. No Commercial Paper Note shall be issued by the Trust except through the Depositary and in accordance with the terms of this Agreement and the Depositary Agreement. The Trust shall not at any time issue Commercial Paper Notes in an aggregate Face Amount exceeding the sum of (i) the Unused Commitment plus (ii) the proceeds of such Commercial Paper Notes to be deposited, on the same day as the day of such issuance, in the Commercial Paper Account for the purpose of reimbursing LOC Payments relating to matured and concurrently maturing Commercial Paper Notes (whether or not presented for payment) plus (iii) the proceeds of such Commercial Paper Notes to be deposited, on the same day as the day of such issuance, in the Commercial Paper Account for the purpose of contemporaneously repaying outstanding Loans; provided, however, that (after giving effect to the use of such deposits) at no time shall the sum (i) of the aggregate Face Amount of outstanding Commercial Paper Notes plus (ii) the aggregate unpaid principal amount of outstanding Loans plus (iii) the aggregate amount of unreimbursed LOC Payments exceed the Total Commitment then in effect.

Related to Issuance of Commercial Paper Notes

Issuance of the Bonds The Authority shall issue the Bonds under and in accordance with the Indenture, subject to the provisions of the bond purchase agreement among the Authority, the initial purchaser or purchasers of the Bonds and the Company. The Company hereby approves the issuance of the Bonds and all terms and conditions thereof.
Issuance of Commitment Shares In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause to be issued to the Investor a total of 943,396 shares of Common Stock (the “Commitment Shares”) immediately upon the execution of this Agreement and shall deliver to the Transfer Agent the Irrevocable Transfer Agent Instructions with respect to the issuance of such Commitment Shares. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement.
Issuance of Letters of Credit (a) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to the date that is 15 days prior to the Revolving Credit Maturity Date, each Letter of Credit Issuer agrees to issue (or cause its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved by such Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary. (b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event of Default is no longer continuing, (viii) no Letter of Credit shall be issued by the applicable Letter of Credit Issuer if such issuance would cause the Letter of Credit Obligations of such Letter of Credit Issuer to exceed the Letter of Credit Sub-Commitment Obligation of such Letter of Credit Issuer, (ix) UBS AG, Stamford Branch shall only be required to issue standby letters of credit and (x) in no event shall SunTrust Bank be required to issue commercial or trade letters of credit. (c) In connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable. (d) On the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.
Original Issuance of Notes 3 Section 2.01 Form..............................................................................3 Section 2.02 Execution, Authentication and Delivery............................................3 Section 2.03
Issuance of Letter of Credit Upon satisfaction or waiver (in accordance with subsection 10.6) of the conditions set forth in subsection 4.3, the Issuing Lender shall issue the requested Letter of Credit in accordance with the Issuing Lender's standard operating procedures.
Issuance of Notes The Owner Trustee is hereby authorized and directed on behalf of the Trust to execute, issue and deliver the Notes pursuant to the Indenture.
Issuance of Letters of Credit and Purchase of Participations Therein (a) Letters of Credit. Company may request, in accordance with the provisions of this Section 2.5(a), from time to time on or prior to the 10th day prior to the Revolving Commitment Termination Date, that a Revolving Lender issue one or more Letters of Credit denominated in either Approved Currency for the account of Company for the purposes specified in Section 2.7. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, any Revolving Lender may, but (except as provided in Section 2.5(c) in respect of Issuing Bank) shall not be obligated to, issue such Letters of Credit in accordance with the provisions of this Section 2.5(a); provided that Company shall not request that any Revolving Lender issue (and no Revolving Lender shall issue): (i) any Letter of Credit if, after giving effect to such issuance, the Letter of Credit Usage would exceed the Letter of Credit Sublimit; (ii) any Letter of Credit having an expiration date later than the earlier of (x) 5 days prior to the Revolving Commitment Termination Date and (y) the date which is one year from the date of issuance of such Letter of Credit, provided that the immediately preceding clause (y) shall not prevent any Issuing Lender from agreeing that a Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each unless such Issuing Lender elects not to extend for any such additional period; provided, further, that such Issuing Lender shall not extend such Letter of Credit if it has knowledge that an Event of Default has occurred and is continuing (which has not been waived in accordance with Section 10.5) at the time such Issuing Lender must elect whether or not to allow such extension; or (iii) any Letter of Credit issued for the purpose of supporting indebtedness for borrowed money. The Existing Letters of Credit shall be deemed to have been issued pursuant to the terms of this Section 2.5, shall be participated in by the Lenders as set forth in Section 2.5(f), and shall be subject to all other terms of this Agreement applicable to Letters of Credit. This Agreement shall constitute all of the terms and conditions with respect to the Existing Letters of Credit and supersedes any and all prior agreements, oral or written (other than the Existing Letters of Credit themselves and the related applications, each of which shall remain in full force and effect), between the Issuing Lender and the Credit Parties with respect to the Existing Letters of Credit.
Issuance of Debt On the date of receipt by Holdings or any of its Subsidiaries of any Cash proceeds from the incurrence of any Indebtedness of Holdings or any of its Subsidiaries (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.1), the Borrower shall prepay the Loans in an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.
Procedure for Issuance of Letters of Credit The Borrower may from time to time request that the Issuing Lender issue a Letter of Credit for the account of the Borrower by delivering to the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt of any Application, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower promptly following the issuance thereof. The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).
Use of Proceeds; Letters of Credit The Borrower will not permit the proceeds of any Advance or Letters of Credit to be used for any purpose other than those permitted by Section 5.09. The Borrower will not engage in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U). Neither the Borrower nor any Person acting on behalf of the Borrower has taken or shall take, nor permit any of the Borrower’s Subsidiaries to take any action which might cause any of the Loan Documents to violate Regulation T, U or X or any other regulation of the Board of Governors of the Federal Reserve System or to violate Section 7 of the Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect, including without limitation, the use of the proceeds of any Advance or Letters of Credit to purchase or carry any margin stock in violation of Regulation T, U or X.

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