TLG Program Clause Samples
The TLG Program clause defines the terms and conditions governing participation in the TLG (presumably "The Learning Group" or a similarly named program) initiative within the agreement. It typically outlines eligibility requirements, the scope of services or benefits provided, and any obligations or commitments expected from participants. For example, it may specify how members enroll, what resources or support they receive, and the duration of their involvement. The core function of this clause is to clearly establish the framework and expectations for participation in the TLG Program, ensuring both parties understand their roles and the benefits or responsibilities involved.
TLG Program. On October 14, 2008, the FDIC created the Temporary Liquidity Guarantee Program (the “TLG Program”), and the FDIC adopted final rules related to the TLG Program effective November 21, 2008. Under the TLG Program, the FDIC will guarantee the newly-issued senior unsecured debt of participating eligible entities, including insured depository institutions and eligible holding companies of insured depository institutions. We are an eligible entity under the program, and a participant under the TLG Program. As a participant, our senior unsecured debt may be guaranteed by the FDIC if it satisfies the program’s criteria. From time to time, we may issue debt securities that are not eligible for the FDIC guarantee and that will not be guaranteed. We will provide purchasers of our debt instruments with a written statement indicating if the debt instruments we are offering are FDIC-guaranteed under the TLG Program. As a participant in the TLG Program, we are eligible to issue FDIC-guaranteed notes up to an issuance limit, provided we comply with the terms and conditions of the program, including payment of fees, delivery of notice to the FDIC of issuance of guaranteed debt, providing certain disclosures, and certification to the FDIC that such issuance is within our issuance limit. As required by the TLG Program, we have entered into a master agreement with the FDIC that governs certain aspects of the program. If we are not in compliance with the TLG Program, we would be unable to issue additional FDIC-guaranteed debt; however, the outstanding notes would not lose the benefit of the FDIC guarantee. The TLG Program guarantees eligible debt issued through June 30, 2009.
TLG Program. (i) The Company will promptly send a copy to the Initial Purchasers of any notice sent to the FDIC in connection with the issuance of the Notes.
(ii) Except to the extent permitted by Section 370.3(h) of the TLG Program, the Company will not issue FDIC-guaranteed debt in excess of the maximum amount provided by Section 370.3(b) of the TLG Program.
(iii) The Company will not use the net proceeds from the issuance of the Notes to prepay any indebtedness that is not FDIC-guaranteed.
(iv) The Company has complied, and will comply, in all material respects with the TLG Program, including (1) payment of all required fees and assessments, including those under Section 370.6, (2) providing all required notifications to the FDIC, including those required under Section 370.8, (3) the record-keeping requirements provided by Section 370.9 of the TLG Program and (4) the terms and conditions of the Master Agreement.
(v) Neither the Company nor any of its subsidiaries has or will take any action to opt out of the TLG Program, that would cause the FDIC’s guarantee of the Notes to be voided, that would result in the removal of the Company from the TLG Program, or that would be in contravention of the TLG Program.
TLG Program. (i) The Company is an “eligible entity” (as defined under Section 370.2(a) of the TLG Program) and is a “participating entity” (as defined in Section 370.2(g)(1) of the TLG Program). Neither the Issuer nor any of its subsidiaries has opted out of the TLG Program pursuant to the terms thereof.
(ii) The Notes are “senior unsecured debt” (as defined in Section 370.2(e)(1) of the TLG Program) and “FDIC-guaranteed debt” (as defined in Section 370.2(i) of the TLG Program.
(iii) As of the date hereof, the maximum amount of outstanding senior unsecured debt of the Company and its subsidiaries that may be guaranteed under the TLG Program is approximately $50,470,000,000 and the issuance of the Notes will not result in a breach of such maximum amount.
(iv) The Company has not received any notification to the effect that the FDIC has reduced the limit of the debt of the Company and its subsidiaries that may be guaranteed under Section 370.3(b)(6) of the TLG Program, or that the FDIC has terminated the Company’s participation in the TLG Program.
(v) The Master Agreement between the Issuer and the FDIC required by the TLG Program (the “Master Agreement”) has been duly authorized, executed and delivered by the Company, and, upon due execution by the FDIC, will constitute the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C. §1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy); the Company is not in default under, nor has the Company breached or violated, the Master Agreement in any manner; and to the knowledge of the Company, the FDIC is not in default under and has not breached or violated the Master Agreement in any manner.