Reserve Letter of Credit Sample Clauses

Reserve Letter of Credit. As a specifically bargained for inducement for Processor to enter into this Agreement with Merchant, Processor at its option reserves the right to i) establish from amounts payable to Merchant hereunder, and/or cause Merchant to pay to Processor, a reserve of funds satisfactory to Processor to cover actual or anticipated fees, liabilities, chargebacks, returns and any other applicable assessments incurred or expected to be incurred by Processor or Member Bank related to the Services provided to Merchant; and/or ii) require Merchant to establish an irrevocable standby letter of credit, including additional and/or replacement letters of credit if required by Processor, with a beneficiary designated by Processor, and which are issued from a financial institution other than Member Bank or any of its affiliates, that is acceptable to Processor, in a format, with an expiration date, and in an amount acceptable to Processor in its sole discretion. In the event Merchant fails to establish, for any reason whatsoever, a reserve and/or a letter of credit as required above, Processor shall have all of the rights and remedies available to Processor in this Agreement, including but not limited to exercising the rights and remedies of Processor in Section 13. In the event Processor exercises its right to establish a reserve or require a letter of credit pursuant to this Section, Merchant may, subject to the following provisions, terminate the Agreement upon 30 days advance written notice to Processor provided Processor receives such written notice from Merchant of its intention to so terminate within 90 days of the date on which Processor establishes the reserve or requires the letter of credit. Upon Processor's receipt of Merchant's written notice pursuant to the immediately preceding sentence, Processor may, at its option, return the reserve to Merchant or waive the requirement for a letter of credit, and, in the event Processor elects to return the reserve to Merchant or waive the requirement for a letter of credit, Merchant shall not have the right to terminate this Agreement pursuant to this Section and this Agreement shall remain in full force and effect notwithstanding Merchant's written notice to terminate. Merchant shall not sell, assign, transfer or encumber all or any part of its interest in the reserve account, if any, or any present or future rights under this Agreement, including but not limited to, Merchant’s right to receive any payments or funds. Neither...
Sample 1
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Reserve Letter of Credit. In lieu of maintaining the required amounts in the Base Equity Account, the Sponsor may substitute a Reserve Letter of Credit.
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Reserve Letter of Credit. The Borrowers shall be permitted to deliver to the Collateral Agent at any time a Reserve Letter of Credit in an amount equal to the Required Reserve Amount at such time. The Collateral Agent shall draw on such Reserve Letter of Credit and deposit the amount so drawn into the Collateral Account on any Determination Date immediately preceding any Payment Date when it otherwise would have drawn on the Reserve Account; provided, however, the Collateral Agent will not draw on the Reserve Letter of Credit if the Required Reserve Amount is on deposit in the Reserve Account. The Collateral Agent will draw on the Reserve Letter of Credit and deposit the proceeds of such draw into the Reserve Account if such Reserve Letter of Credit will expire within three Business Days and has not been replaced by another Reserve Letter of Credit or 30 days after receipt of written notice of or obtaining actual knowledge of the rating of the long-term, senior, unsecured debt of the issuer of such Reserve Letter of Credit shall fall below the ratings required by the definition of Reserve Letter of Credit in Article I of this Agreement unless, within such 30-day period such Reserve Letter of Credit shall have been replaced by another Reserve Letter of Credit.
Sample 1
Reserve Letter of Credit. (a) On the Closing Date, the Reserve L/C Bank shall issue the Reserve Letter of Credit. NSFC shall pay the Reserve L/C Bank's customary issuance and drawing fees with respect to the Reserve Letter of Credit, such fees to be payable in accordance with Sections 2.05, 2.06 and 2.10.
Sample 1
Reserve Letter of Credit. (a) In lieu of or in addition to funding the Collateral Account, the Borrower may arrange for the issuance of a Reserve Letter of Credit: (i) having an expiration date that shall be at least 90 days after the date of its issuance, (ii) naming the Collateral Agent as the beneficiary thereof, (iii) providing for payment no later than the New York Business Day after request thereunder and (iv) governed by the Uniform Customs and Practices for Documentary Credits, ICC Publication No. 500 (as amended, supplemented or otherwise modified from time to time) and, to the extent not inconsistent therewith, the law of a State of the United States. If any such Reserve Letter of Credit is delivered to the Collateral Agent, then the Collateral Agent shall take the actions described in Section 5.3(b).
Sample 1
Reserve Letter of Credit. As a specifically bargained for inducement for Bank to enter into this Agreement with Merchant. Bank at its option reserves the right to i) establish from amounts payable to Merchant hereunder, and/or cause Merchant to pay to Bank, a reserve of funds satisfactory to Bank to cover anticipated fees, chargebacks, returns and any other applicable assessments and/or ii) require Merchant to establish an irrevocable standby letter of credit, including additional and/or replacement letters of credit if required by Bank, with a beneficiary designated by Bank, and which are issued from a financial institution other than Fifth Third Bank or any of its affiliates, that is acceptable to Bank, in a format, with an expiration date, and in an amount acceptable to Bank in its sole discretion In the event Merchant fails to establish, for any reason whatsoever, a reserve and/or a letter of credit as required above, Bank shall have all of the rights and remedies available to Bank in this Agreement, including but not limited to exercising the rights and remedies of Bank in Section 13. In the event Bank exercises its right to establish a reserve or require a letter of credit pursuant to this Section, Merchant may. subject to the following provisions, terminate the Agreement upon [***] advance written notice to Bank provided Bank receives such written notice from Merchant of its intention to so terminate within [***] of the date on which Bank establishes the reserve or requires the letter of credit Upon Bank’s receipt of Merchant’s written notice pursuant to the immediately preceding sentence, Bank may, at its option, return the reserve to Merchant or waive the requirement for a letter of credit, and, in the event Bank elects to return the reserve to Merchant or waive the requirement for a letter of credit. Merchant shall not have the right to terminate this Agreement pursuant to this Section and this Agreement shall remain in full force and effect notwithstanding Merchants written notice to terminate.
Sample 1
Reserve Letter of Credit. If the balance of the CapEx Fund at any time during the Term is less than $5,000,000 for more than twelve (12) consecutive months, or is less than $3,000,000 for more than thirty (30) consecutive days, the Club shall provide and maintain in full force and effect, at the Club’s sole cost and expense, an irrevocable standby letter of credit (the “Reserve Letter of Credit”) substantially in the form of Exhibit I hereto. The Reserve Letter of Credit shall be issued by a financial institution reasonably acceptable to the PFD and the amount available to the PFD thereunder shall be maintained for the duration of the Term in an amount not less than Five Million Dollars ($5,000,000) (the “Minimum Available Amount”). The Reserve Letter of Credit shall be available to satisfy any financial obligation of the Club hereunder, including, but not limited to, Rent, in the event the Club shall fail to promptly satisfy such financial obligation in accordance with the provisions of this Agreement. The PFD shall also have the right to draw under the Reserve Letter of Credit if the PFD receives notice from the issuing financial institution that it will not be extending the terms of the Reserve Letter of Credit or otherwise intends to terminate the Reserve Letter of Credit, unless the Club provides a substitute Reserve Letter of Credit at least ten (10) business days prior to such termination. The PFD shall have sole authority and discretion to draw on the Reserve Letter of Credit in accordance with the terms thereof; provided, however, that the PFD shall have made previous written demand for such payment from the Club and shall have provided the Club with at least five (5) business days to make such payment, and the PFD shall provide the Club five (5) business days’ prior written notice of its intent to draw, which notice shall include the amount to be drawn. Amounts drawn under the Reserve Letter of Credit shall be credited against the Club’s obligations to which such amount is applied, if any. Within thirty (30) days of any such draw, the Club shall be obligated to reinstate the amount available under the Reserve Letter of Credit to the Minimum Available Amount.
Sample 1
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Related to Reserve Letter of Credit

  • Letter of Credit Upon execution of this Lease, Tenant shall deliver to Landlord a clean, irrevocable letter of credit (the “Letter of Credit”) established in Landlord’s (and its successors’ and assigns’) favor in the Letter of Credit Amount, issued by a federally insured banking or lending institution (i.e., insured by the FDIC) with a retail banking branch located within the continental United States reasonably acceptable to Landlord and in other form and substance reasonably acceptable to Landlord. The Letter of Credit shall specifically provide for partial draws, shall be self-renewing annually as an “Evergreen” letter of credit, without amendment, for additional one-year periods, shall have a term that is self-renewing until sixty (60) days after the expiration of the Term of the Lease and shall by its terms be transferable by the beneficiary thereunder for a transfer fee not to exceed $250.00 payable by Tenant. If Tenant fails to make any payment of rent or other charges due to Landlord under the terms of the Lease, or otherwise defaults hereunder, beyond any applicable notice and cure period, Landlord, at Landlord’s option, may make a demand for payment under the Letter of Credit in an amount equal to the amounts then due and owing to Landlord under the Lease. In the event that Landlord draws upon the Letter of Credit, Tenant shall present to Landlord a replacement Letter of Credit in the full Letter of Credit Amount satisfying all of the terms and conditions of this Section within ten (10) days after receipt of notice from Landlord of such draw. Tenant’s failure to do so within such 10-day period will constitute a default hereunder (Tenant hereby waiving any additional notice and grace or cure period), and upon such default Landlord shall be entitled to immediately exercise all rights and remedies available to it hereunder, at law or in equity. In the event that the Letter of Credit is terminated by the issuer thereof prior to the date that is sixty (60) days after the expiration date of this Lease, as set forth above, and Tenant has not presented to Landlord a replacement Letter of Credit which complies with the terms and conditions of the Lease on or before thirty (30) days prior to the expiration date of any such Letter of Credit then held by Landlord, then Tenant shall be deemed in default hereunder and Landlord, in addition to all other rights and remedies provided for hereunder, shall have the right to draw upon the Letter of Credit then held by Landlord and any such amount paid to Landlord by the issuer of the Letter of Credit shall be held in a segregated account by Landlord as security for the performance of Tenant’s obligations hereunder. Any interest earned on such amounts shall be the property of Landlord. Landlord’s election to draw under the Letter of Credit and to hold the proceeds of the drawing under the Letter of Credit in a segregated account shall not be deemed a cure of any default by Tenant hereunder and shall not relieve Tenant from its obligation to present to Landlord a replacement Letter of Credit which complies with the terms and conditions of this Lease. Tenant acknowledges that any proceeds of a draw made under the Letter of Credit and thereafter held in a segregated account by Landlord may be used by Landlord to cure or satisfy any obligation of Tenant hereunder as if such proceeds were instead proceeds of a draw made under a Letter of Credit that remained outstanding and in full force and effect at the time such amounts are applied by Landlord to cure or satisfy any such obligation of Tenant. Tenant hereby affirmatively disclaims any interest Tenant has, may have, claims to have, or may claim to have in any proceeds drawn by Landlord under the Letter of Credit and held in accordance with the terms hereof. Without limiting the generality of the foregoing, Tenant expressly acknowledges and agrees that at the end of the Term of the Lease (whether by expiration or earlier termination hereof), and if Tenant is not then in default under this Lease, Landlord shall return to the issuer of the Letter of Credit or its successor (or as such issuer may direct in writing) any remaining and unapplied proceeds of any prior draws made under the Letter of Credit, and Tenant shall have no rights, residual or otherwise, in or to such proceeds. In addition to the foregoing, Landlord will have the right to require Tenant to have a new Letter of Credit issued in accordance with the above requirements from a different Issuer if either the original Issuer is placed on an FDIC “watch list”, if the FDIC or similar state or federal banking regulatory agency is appointed as receiver or conservator for such Issuer or if Landlord analyzes such Issuer’s capitalization, asset quality, earnings, and/or liquidity and in Landlord’s sole and absolute discretion, disapproves of such Issuer’s financial wherewithal and ability to remain as the issuer of the Letter of Credit. Such new Letter of Credit must comply with the foregoing requirements and must be issued within thirty (30) days of Landlord’s demand therefor. Provided Tenant is not then in default (regardless of any notice and cure periods) and has not been in default under this Lease beyond any applicable notice and cure periods during the prior twelve (12) months, the Letter of Credit Amount shall reduce during the Term of this Lease on the first date of the respective Lease Year as set forth below: Date of Reduction Amount of Reduction of Letter of Credit Remaining Letter of Credit Amount after Reduction First day of the 2nd Lease Year of the Term $ 13,148.44 $ 52,593.76 First day of the 3rd Lease Year of the Term $ 13,148.44 $ 39,445.32 First day of the 4th Lease Year of the Term $ 13,148.44 $ 26,296.88 First day of the 5th Lease Year of the Term $ 13,148.44 $ 13,148.44 Should Tenant be in default (regardless of any notice and cure periods) as of the specified reduction date, or if Tenant otherwise has been in default as specified above beyond any applicable notice and/or cure periods, no reduction shall occur as of such applicable date. The Letter of Credit shall specifically provide that the Letter of Credit is subject to reduction in accordance with the terms of the Lease. If Tenant is then or has been in default and the Letter of Credit balance is not or was not reduced, then at the first date of the next scheduled reduction Lease Year, the Letter of Credit Amount will only be reduced by the next scheduled reduction amount and will not skip to the otherwise applicable Lease Year.

  • Letter of Credit Amounts Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

  • The Letter of Credit Commitment (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings properly drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (y) the Total Outstandings shall not exceed the Aggregate Commitments and (z) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof. The Borrower agrees to promptly notify the Administrative Agent of the designation of any Lender or Affiliate of a Lender as an L/C Issuer.

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