Hermes Guarantee Fees Clause Samples

The Hermes Guarantee Fees clause defines the obligation of a party to pay fees associated with obtaining a Hermes export credit guarantee, which is typically provided by the German government to support international trade. In practice, this clause specifies how and when these fees are calculated and paid, often tying them to the value of the goods or services covered by the guarantee and outlining the payment schedule. Its core function is to ensure that the costs of securing the export credit insurance are clearly allocated and paid, thereby facilitating the smooth execution of cross-border transactions and mitigating financial risk for the parties involved.
Hermes Guarantee Fees. To the extent that any Advances are requested to be utilized to pay Hermes Guarantee Fees pursuant to Section 2.5(i), Borrower hereby irrevocably authorizes (a) Hermes Agent to deliver the written notice described in clause (2) of Section 2.3.3(C), (b) Administrative Agent to deliver the received proceeds of such Advances to an account designated by Hermes Agent and (c) Hermes Agent to (i) deliver such proceeds, upon receipt thereof, to an account designated by Hermes or (ii) reimburse itself for amounts previously paid to an account designated by Hermes. To the extent Hermes Agent receives all or any portion of any Hermes Guarantee Fee Refund from Hermes, Hermes Agent shall promptly send such amounts to Administrative Agent for application by Administrative Agent to the prepayment of the Term Loans in accordance with Section 3.4, and such prepayment shall be deemed to have been made by Borrower in accordance with Section 3.4 (provided that, notwithstanding the foregoing, Borrower shall be obligated pay any other amounts specified in Section 3.4).
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Hermes Guarantee Fees. The Hermes Guarantee Fees shall be paid in one or more of the following ways, as applicable: (i) Borrower may request an Advance on a Disbursement Date with respect to Hermes Guarantee Fee Loans pursuant to clause (1) of Section 2.3.3(C), and the proceeds of such Advance shall be paid to Hermes Agent for (A) the payment of the Hermes Guarantee Fees then due and payable or (B) the reimbursement of Hermes Agent for its prior payment of the Hermes Guarantee Fees than due and payable, as applicable; (ii) Hermes Agent may request an Advance on a Disbursement Date with respect to Hermes Guarantee Fee Loans pursuant to clause (2) of Section 2.3.3(C), and the proceeds of such Advance shall be paid to Hermes Agent for (A) the payment of the Hermes Guarantee Fees then due and payable or (B) the reimbursement of Hermes Agent for its prior payment of the Hermes Guarantee Fees than due and payable, as applicable; (iii) in the event that there is any Hermes Guarantee Fee Shortfall, Hermes Agent may make a demand on Guarantor (in accordance with the Equity Contribution Agreement) and/or Borrower to pay to Hermes Agent the amount of such Hermes Guarantee Fee Shortfall, and the proceeds of such payment by Guarantor and/or Borrower, as applicable, shall be applied by Hermes Agent to (A) the payment of the Hermes Guarantee Fees then due and payable or (B) the reimbursement of Hermes Agent for its prior payment of the Hermes Guarantee Fees than due and payable, as applicable; or (iv) in the event that neither Borrower nor Hermes Agent requests an Advance pursuant to Section 2.3.3(C) in connection with any portion of the Hermes Guarantee Fees becoming due and payable, Borrower shall pay, or cause to be paid, to Hermes Agent, in immediately available funds, an amount equal to such portion.
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Related to Hermes Guarantee Fees

  • Distributions; ▇▇▇▇▇▇ ▇▇▇ Guaranty On or before each Determination Date (or as soon thereafter as is reasonably practicable), ▇▇▇▇▇▇ Mae shall calculate the Lower Tier Distribution Amount for the current calendar month. On each Distribution Date, ▇▇▇▇▇▇ ▇▇▇ shall withdraw from the Certificate Account the portion of the Lower Tier Distribution Amount distributable thereon and shall make the distributions to the Holders of the related Lower Tier Regular Classes in the respective amounts and in the applicable manner determined pursuant to Section 2.02. In the event that the amount on deposit in the Certificate Account on any Distribution Date shall be less than the applicable portion of the Lower Tier Distribution Amount distributable thereon, ▇▇▇▇▇▇ Mae shall provide from its own funds the amount of any such insufficiency. In addition, in the event that (i) the applicable portion of the Lower Tier Distribution Amount shall be insufficient to pay all interest due and payable on the related Lower Tier Regular Classes on such Distribution Date or (ii) such Distribution Date is a Final Distribution Date for any Class and the distribution on such Distribution Date of the applicable portion of the Lower Tier Distribution Amount will not be sufficient to reduce the Class Balance of such Class to zero on such Final Distribution Date, then ▇▇▇▇▇▇ ▇▇▇ shall (a) withdraw from the Certificate Account, such amount as shall be necessary to remedy such insufficiency and (b) to the extent that funds in the Certificate Account shall be insufficient therefor, apply its own funds towards remedying the same.

  • Enforcement of Guarantee The Guarantor and the Guarantee Trustee expressly acknowledge that (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) Holders representing not less than a Majority in liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available in respect of this Guarantee Agreement, including the giving of directions to the Guarantee Trustee, or exercising any trust or other power conferred upon the Guarantee Trustee under this Guarantee Agreement, and (iv) if the Guarantee Trustee fails to enforce this Guarantee Agreement, any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other Person. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder of Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of such Holder's right to receive payment under the Guarantee. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

  • Continuing Guaranty; Assignments under the Credit Agreement This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (ii) the Maturity Date and (iii) the latest date of expiration, termination or Cash Collateralization or provision of Credit Support therefor of all Letters of Credit and the expiration or termination of all Secured Hedge Agreements, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Secured Parties and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Secured Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 of the Credit Agreement. Subject to Section 7.04 of the Credit Agreement, no Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties.

  • Definition of Guaranteed Obligations As used herein, the term “Guaranteed Obligations” means:

  • Guarantee of Payment; Continuing Guarantee The guarantee in this Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising.