Common use of Issuance of Commercial Paper Notes Clause in Contracts

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 not to issue or deliver Commercial Paper Notes because any of the conditions set forth in clauses (b) through (d) of this Section 2.1 shall be true. 2.1 except upon the instructions of the Majority Banks and any delivery by the Series 1997-1 Liquidity Agent of any such instructions shall be subject to the provisions of Section 10.3 and the rights of the Series 1997-1 Liquidity Agent hereunder and shall not relieve RFC, the Series 1997-1 Collateral Agent or the Depositary of any of their respective obligations under any Related Document or with respect to the issuance of Commercial Paper Notes. Any instructions from the Series 1997-1 Liquidity Agent to RFC and the Depositary in accordance with clause (a) or clause (d) of this Section 2.1 shall specify the reason(s) to cease issuing and delivering Commercial Paper Notes. Without prior instruction as set forth above, the Series 1997-1 Liquidity Agent agrees that it shall only instruct RFC and the Depositary not to issue and sell Commercial Paper Notes if there shall have occurred an event described in subclause (i) of clause (a) of this Section 2.1. Concurrently with the giving of any such instructions to RFC and the Depositary, the Series 1997-1 Liquidity Agent shall give notice thereof to the Liquidity Lenders, the Series 1997-1 Collateral Agent, the Dealers, and S&P and Moody's, but failure to do so shall not impair the effect of such instructions and the giving of such notice shall be subject to Section 10.3.

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 Xxxxx 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 Xxxxx shall not issue and sell Commercial Paper Notes -------- ------- if: (a) RFC Xxxxx 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 2.12.01, 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 Xxxxx may recommence the issuance and sale of Commercial Paper Notes,; (b) the issuance of Commercial Paper Notes is prohibited by any of Sections 2.12.02, 2.2, 9.2 9.02 or 9.4 9.04 hereof, Sections 3 3(b) or 10 10(c) 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, a Borrowing Base Deficiency would exist; (d) after giving effect to such issuance and the use of proceeds thereof, the weighted average interest rate of the Outstanding Commercial Paper Notes Outstanding, and Liquidity Advances and Support Liquidity Disbursements would be in excess of 1012% per annum, unless unless (i) RFC Xxxxx and the Series 1997-1 Liquidity Agent shall have given their written consent to a weighted average interest rate in excess of 1012% per annum, annum and (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 Xxxxx'x will be less than A-1 and P-1Prime-1, respectively, after giving effect to such weighted average interest rate in excess of 1012% per annum, such Commercial Paper Notes will not be issued unless the Majority Banks shall have given their written consent thereto. Xxxxx shall notify the Liquidity Agent and the Agent in writing no later than 11:00 a.m., or (d) RFC New York City time, on any Business Day on which the weighted average interest rate of the Outstanding Commercial Paper Notes and Liquidity Advances exceeds 12% per annum. Xxxxx further agrees that it will not issue Commercial Paper Notes if Xxxxx and the Depositary shall have received instructions then in effect from the Series 1997-1 Liquidity Agent not to issue or deliver Commercial Paper Notes because that any of the conditions set forth in clauses (b) through (d) of this Section 2.1 2.01 shall be true. 2.1 . Further, the Liquidity Agent shall have no obligation to deliver any such instructions or any instructions set forth in clause (a) of this Section 2.01 except upon the instructions of the Majority Banks and any delivery by the Series 1997-1 Liquidity Agent of any such instructions shall be subject to the provisions of Section 10.3 10.03 and the rights of the Series 1997-1 Liquidity Agent hereunder thereunder and shall not relieve RFCXxxxx, the Series 1997-1 Collateral Agent or the Depositary of any of their respective obligations under any Related Document or with respect to the issuance of Commercial Paper Notes. Any instructions from the Series 1997-1 Liquidity Agent to RFC Xxxxx and the Depositary in accordance with clause (a) or clause (d) of this Section 2.1 2.01 shall specify the reason(s) to cease issuing and delivering Commercial Paper Notes. Without prior instruction as set forth above, the Series 1997-1 Liquidity Agent agrees that it shall only instruct RFC Xxxxx and the Depositary not to issue and sell Commercial Paper Notes if there shall have occurred an event described in subclause (i) of clause (a) of this Section 2.12.01. Concurrently with the giving of any such instructions to RFC Xxxxx and the Depositary, the Series 1997-1 Liquidity Agent shall give notice thereof to the Liquidity Lenders, the Series 1997-1 Collateral Agent, the Dealers, and S&P and Moody'sthe rating agency or agencies known to it to have provided investment ratings with respect to the Commercial Paper Notes, but failure to do so shall not impair the effect of such instructions and the giving of such notice shall be subject to Section 10.310.03.

Issuance of Commercial Paper Notes. On the terms and subject to the provisions of this Series 1997-1 Liquidity Agreement and the other Related CP Program Documents, RFC DTFC 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 DTFC shall not issue and sell Commercial Paper Notes if (a) RFC DTFC 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 DTFC 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, Aggregate Outstandings would exceed the CP Borrowing Base, (d) after giving effect to such issuance and the use of proceeds thereof, the weighted average interest rate of the Outstanding Commercial Paper Notes OutstandingNotes, Liquidity Advances and Support LOC Liquidity Disbursements would be in excess of 1010.00% per annum, unless (i) RFC DTFC and the Series 1997-1 Liquidity Agent shall have given their written consent to a weighted average interest rate in excess of 1010.00% 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 S&P, Moody's, and Moody's DCR will be less than A-1 and A-1, P-1, and D-1 respectively, after giving effect to such weighted average interest rate in excess of 1010.00% per annum, such Commercial Paper Notes will not be issued unless the Majority Banks shall have given their written consent thereto, or (de) RFC DTFC and the Depositary shall have received instructions then in effect from the Series 1997-1 Liquidity Agent not to issue or deliver Commercial Paper Notes because any of the conditions set forth in clauses (b) through (d) of this Section 2.1 shall be true. . The Liquidity Agent shall have no obligation to deliver any instructions set forth in clause (a) or clause (e) of this Section 2.1 except upon the instructions of the Majority Banks and any delivery by the Series 1997-1 Liquidity Agent of any such instructions shall be subject to the provisions of Section 10.3 and the rights of the Series 1997-1 Liquidity Agent hereunder and shall not relieve RFCDTFC, the Series 1997-1 Collateral Agent or the Depositary of any of their respective obligations under any Related CP Program Document or with respect to the issuance of Commercial Paper Notes. Any instructions from the Series 1997-1 Liquidity Agent to RFC DTFC and the Depositary in accordance with clause (a) or clause (de) of this Section 2.1 shall specify the reason(s) to cease issuing and delivering Commercial Paper Notes. Without prior instruction as set forth above, the Series 1997-1 Liquidity Agent agrees that it shall only instruct RFC DTFC and the Depositary not to issue and sell Commercial Paper Notes if there shall have occurred an event described in subclause (i) of clause (a) of this Section 2.1. Concurrently with the giving of any such instructions to RFC DTFC and the Depositary, the Series 1997-1 Liquidity Agent shall give notice thereof to the Liquidity Lenders, the Series 1997-1 Collateral Agent, the Dealers, and S&P and Moody'sthe Rating Agencies, but failure to do so shall not impair the effect of such instructions and the giving of such notice shall be subject to Section 10.3.

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 NFC 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 NFC shall not issue and sell Commercial Paper Notes if (a) RFC NFC 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 Placement Agents and 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 NFC 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, Aggregate Outstandings would exceed the Borrowing Base, (d) after giving effect to such issuance and the use of proceeds thereof, the weighted average interest rate of the Outstanding Commercial Paper Notes OutstandingNotes, Liquidity Advances and Support Liquidity Disbursements would be in excess of 10% per annum, unless unless (i) RFC NFC 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 Fronting Letter of Credit 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 annumAnnum, such Commercial Paper Notes will not be issued unless the Majority Banks shall have given their written consent thereto, or (de) RFC NFC and the Depositary shall have received instructions then in effect from the Series 1997-1 Liquidity Agent not to issue or deliver Commercial Paper Notes because any of the conditions set forth in clauses (b) through (d) of this Section 2.1 shall be true. . The Liquidity Agent shall have no obligation to deliver any instructions set forth in clause (a) or clause (e) of this Section 2.1 except upon the instructions of the Majority Banks and any delivery by the Series 1997-1 Liquidity Agent of any such instructions shall be subject to the provisions of Section 10.3 and the rights of the Series 1997-1 Liquidity Agent hereunder and shall not relieve RFCNFC, the Series 1997-1 Collateral Agent or the Depositary of any of their respective obligations under any Related Document or with respect to the issuance of Commercial Paper Notes. Any instructions from the Series 1997-1 Liquidity Agent to RFC NFC and the Depositary in accordance with clause (a) or clause (de) of this Section 2.1 shall specify the reason(s) to cease issuing and delivering Commercial Paper Notes. Without prior instruction as set forth above, the Series 1997-1 Liquidity Agent agrees that it shall only instruct RFC NFC and the Depositary not to issue and sell Commercial Paper Notes if there shall have occurred an event described in subclause (i) of clause (a) of this Section 2.1. Concurrently with the giving of any such instructions to RFC NFC and the Depositary, the Series 1997-1 Liquidity Agent shall give notice thereof to the Liquidity Lenders, the Series 1997-1 Collateral Agent, the Placement Agents, the Dealers, and S&P and Moody'sthe rating agency or agencies known to it to have provided investment ratings with respect to the Commercial Paper Notes, but failure to do so shall not impair the effect of such instructions and the giving of such notice shall be subject to Section 10.3.