Interest on the Notes. (a) The Notes shall bear interest from July 31, 2014 at the rate of 8.0% per annum (based on a year of 365 days and the actual number of days in the relevant interest period), payable quarterly in arrears on the last day of January, April, July and October in each fiscal year of the Corporation during the term of the Note (each, an “Interest Payment Date”), the first such payment to fall due on October 31, 2014 (which shall represent interest from July 31, 2014 to but excluding October 31, 2014) and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Notes) to fall due on April 2, 2018, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded quarterly; provided, however, that if the Corporation fails to make an interest payment as set forth in this paragraph (a) on or before the Cure Deadline applicable to such Interest Payment Date, the Corporation shall pay to the Noteholder an additional interest payment in respect of that Interest Payment Date in an amount equal to 10.0% of the interest payment that was otherwise due on that Interest Payment Date. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The record dates for the payment of interest on the Notes will be the eighth Business Day prior to the applicable Interest Payment Date. Any interest calculation shall be based on the number of days of the period being calculated such that it includes July 31, 2014 or the last Interest Payment Date, whichever shall be the later, to and excluding the next date interest is payable. Interest on all Notes issued hereunder shall cease to accrue on, but not including, the Maturity Date, Redemption Date, Date of Conversion, Change of Control Payment Date or Sale Payment Date, as applicable, for such Notes, unless, upon due presentation, payment of principal or delivery of amounts, securities or other property payable or deliverable hereunder and payment of any accrued and unpaid interest or other amounts payable hereunder is improperly withheld or refused. (b) With respect to the payment of interest in cash on the Notes, except as otherwise specified in a resolution of the Board of Directors, an Officers’ Certificate or a supplemental indenture, as interest becomes due on each Note (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Note), the Corporation, either directly or through the Trustee or any agent of the Trustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Trustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Note appearing on the registers maintained by the Trustee at the close of business on the Business Day before the eighth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register. If payment is made by cheque, such cheque shall be forwarded at least three Business Days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Trustee must receive confirmation of receipt of funds prior to being able to wire funds or mail cheques to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Note becomes due. If payment is to be sent or forwarded by the Trustee on behalf of the Corporation, the Corporation shall deliver the necessary funds to the Trustee by 10:00 a.m. (Vancouver time) (i) on the fourth Business Day prior to an Interest Payment Date, in the case of payments made by cheque, or (ii) on the Business Day prior to an Interest Payment Date, in the case of payments made by electronic funds transfer. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Note, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Trustee, as the case may be, will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation or Trustee is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Note in the manner provided above, the Corporation or Trustee may make payment of such interest or make such interest available for payment in any other manner acceptable to the Trustee, acting reasonably, with the same effect as though payment had been made in the manner provided above. (c) All payments of interest on the Global Note shall be made by electronic funds transfer or certified cheque made payable to the Depository or its nominee on the day interest is payable by 10:00 a.m. (Vancouver time) for subsequent payment to Beneficial Holders of the applicable Global Note, unless the Corporation, the Trustee and the Depository otherwise agree. None of the Corporation, the Trustee or any agent of the Trustee for any Note issued as a Global Note will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Note or for maintaining, reviewing, or supervising any records relating to such beneficial interests. (d) If the Corporation pays the interest on the Notes directly, the Corporation will provide the Trustee an Officer’s Certificate confirming such payment with relevant details.
Appears in 1 contract
Sources: Indenture (Terrace Energy Corp)
Interest on the Notes. (a) The Notes following terms and conditions shall apply to the determination of interest on a Note unless otherwise provided in the Note:
(i) The Issuer will pay interest on a Note on each Interest Payment Date, commencing on the first Interest Payment Date next succeeding the Original Issue Date, and on the Stated Maturity or any prior date on which the principal, or an instalment of principal, of such Note becomes due or payable (the Stated Maturity or such prior date, as the case may be, is herein referred to as the "Maturity Date"); provided, however, that if the Original Issue Date falls between a Record Date and the related Interest Payment Date or on an Interest Payment Date, interest payments will commence on the second Interest Payment Date succeeding the Original Issue Date. Interest on such Note will accrue from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or duly made available for payment or, if no interest has been paid, from and including the Original Issue Date, to but excluding such Interest Payment Date or the Maturity Date, as the case may be. If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest shall accrue on such payment for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Business Day. The interest so payable on any Interest Payment Date will be paid to the Holder of such Note at the close of business on the Record Date for such Interest Payment Date. Interest payable at the Maturity Date will be payable to the Person to whom the principal thereof shall be payable.
(ii) Payments of principal of, and premium, if any, and interest on, a Note will be made to the Holder thereof in Canadian dollars regardless of the Specified Currency stated therein unless the Holder thereof makes the election described below. If the Specified Currency is other than Canadian dollars, the Exchange Rate Agent will convert all payments in respect thereof into Canadian dollars in the manner described below; provided, however, that the Holder may elect to receive payment of principal of and premium, if any, and/or interest on such note in the Specified Currency by submitting a written request for such payment to the Trustee at its principal office in the City of Toronto on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. Such written request may be mailed or hand delivered or sent by cable, telex or other form of facsimile transmission. The Holder may elect to receive payment in such Specified Currency for all such principal, premium, if any, and interest payments and need not file a separate election for each payment. The election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. Notwithstanding the foregoing, if the applicable Specified Currency is not available for the payment of principal, premium, if any, or interest with respect to such note due to the imposition of exchange controls·or other circumstances beyond the control of the Issuer, the Issuer will be entitled to satisfy its obligations to the Holder by making such payment in Canadian dollars on the basis of the Market Exchange Rate on the second Business Day prior to such payment or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate. Any payment made in Canadian dollars under the circumstances set forth above where the required payment is in a Specified Currency other than Canadian dollars will not constitute a payment default under such Note or under the Master Indenture. All determinations referred to above made by the Issuer or its agent (including the Exchange Rate Agent) shall be at its sole discretion and shall, in the absence of manifest error, be conclusive and for all purposes binding on the Holder of such of a Note.
(iii) Interest payments for a Note shall be computed and paid on the basis of: (i) a 360-day year of twelve 30-day months if the Day Count Convention specified therein is "30/360" for the relevant period, (ii) the actual number of days in the related month and a 360-day year if the Day Count Convention specified therein is "Actual/360" for the relevant period, (iii) the actual number of days in the related year and month if the· Day Count Convention specified therein is "Actual/ Actual" for the relevant period, or (iv) such other basis as may be specified in a Note.
(iv) For the purpose only of disclosure required by the Interest Act (Canada) and without affecting the interest payable on a Note, the yearly rate of interest which is equivalent to the rate of interest payable on a Note where the Day Count Convention specified above is other than "Actual/Actual" is the rate of interest payable with respect to the Note multiplied by the nwnber of days in the year for which such calculation is made and divided by 360.
(b) The following terms and conditions shall apply to the determination of interest on a Floating Rate Note unless otherwise provided in the Floating Rate Note:
(i) A Floating Rate Note shall bear interest from July 31, 2014 at the rate determined by reference to the applicable Interest Rate Basis specified therein: (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any. Commencing on the first Interest Reset Date, the rate at which interest on the Floating Rate Note shall be payable shall be reset as of 8.0each Interest Reset Date specified therein; provided, however, that the interest rate in effect for the period from the Original Issue Date to but excluding the first Interest Reset Date will be the initial interest rate (the "Initial Interest Rate"). Notwithstanding the foregoing, if a Floating Rate Note is designated in such Note as having an Addendum attached, such note shall bear interest in accordance with the terms described in such Addendum.
(ii) Interest payable on a Floating Rate Note will be determined by reference to the applicable Interest Rate Basis or Interest Rate Bases, which may, as described below, include: (i) the BA Rate, (ii) LIBOR, (iii) the Cdn. Prime Rate, or (iv) such other Interest Rate Basis or interest rate formula as may be set forth therein and described in the applicable Addendum.
(iii) The interest rate on a Floating Rate Note in effect on each day shall be the interest rate determined as of the most recent Interest Determination Date.
(iv) The interest rate on a Floating Rate Note applicable to each Interest Reset Period commencing on the Interest Reset Date with respect to such Interest Reset Period will be the rate determined as of the applicable Interest Determination Date. Each Interest Rate Basis shall be the rate determined in accordance with the applicable provisions below. The rate of interest on a Floating Rate Note will be reset daily, weekly, monthly, quarterly, semi-annually, annually or pursuant to such other period as specified in the Floating Rate Note. Unless otherwise specified in the Floating Rate Note, the Interest Reset Date(s) will be, if the Interest Reset Period set forth in the Floating Rate Note is: (i) daily, each Business Day; (ii) weekly, the Wednesday of each week; (iii) monthly, the third Wednesday of each month; (iv) quarterly, the third Wednesday of March, June, September and December of each year; (v) semi-annually, the third Wednesday of the two months specified in the Floating Rate Note; and (vi) annually, the third Wednesday of the month specified in the Floating Rate Note. If any Interest Reset Date (which term includes the first Interest Reset Date unless the context otherwise requires) would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next succeeding Business Day, except that if an Interest Rate Basis shown therein is LIBOR and such Business Day falls in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day.
(v) Interest payable on a Floating Rate Note on any Interest Payment Date shall be the amount of interest accrued from and including the immediately preceding Interest Payment Date in respect of which interest has been paid (or from and including the Original Issue Date specified therein, if no interest has been paid), to but excluding the related Interest Payment Date; provided, however, that interest payable at maturity will include interest accrued to but excluding the Maturity Date. Accrued interest on a Floating Rate Note is calculated by multiplying the face amount thereof by an accrued interest factor. Such accrued interest factor is computed by adding the interest factor calculated for each day in the period for which accrued interest is being calculated. The interest factor for each such day shall be computed by dividing the interest rate applicable to such day by 360 if the Interest Rate Basis specified in such note is LIBOR, or by the actual number of days in the year if the Interest Rate Basis specified in such note is the BA Rate or the Cdn. Prime Rate.
(vi) A Floating Rate Note may also have either or both of the following: (i) a maximum numerical limitation, or ceiling, on the rate at which interest may accrue during any Interest Reset Period; and (ii) a minimum numerical limitation, or floor, on the rate at which interest may accrue during any Interest Reset Period. In addition to any maximum interest rate that may be applicable to a Floating Rate Note, the maximum interest rate that may be applicable to a Floating Rate Note will in no event be higher than the maximum rate permitted by the laws of Canada.
(vii) Interest on a Floating Rate Note will be payable, where the rate of interest resets, unless otherwise specified in the Floating Rate Note: (i) daily, weekly or monthly, on the third Wednesday of each month or on the third Wednesday of March, June, September and December of each year, as specified in the applicable Pricing Supplement; (ii) quarterly, on the third Wednesday of March, June, September and December of each year; (iii) semi-annually, on the third Wednesday of the months of each year specified in the Floating Rate Note; and (iv) annually, on the third Wednesday of the month specified in the Floating Rate Note and, in each case, on the Maturity Date (each, an "Interest Payment Date"). If any Interest Payment Date for a Floating Rate Note (other than the Maturity Date) would otherwise be a day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding day that is a Business Day, except that where LIBOR is the applicable Interest Rate Basis, if such Business Day falls in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day. If the Maturity Date of a Floating Rate Note falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest shall accrue on such payment for the period from and after the Maturity Date to the date of such payment on the next succeeding Business Day.
(viii) The "Interest Determination Date" with respect to the BA Rate and the Cdn. Prime Rate will be the applicable Interest Reset Date, and the "Interest Determination Date" with respect to LIBOR will be the second London Business Day immediately preceding the applicable Interest Reset Date. All calculations on a Floating Rate Note shall be made by the Calculation Agent.
(ix) All percentages resulting from any calculation on a Floating Rate Note will be rounded to the nearest one-hundred-thousandth of a percentage point, with five one millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all amounts used in or resulting from such calculation will be rounded, in the case of United States or Canadian dollars, to the nearest cent or, in the case of a Specified Currency other than United States or Canadian dollars, to the nearest unit of the Specified Currency (such unit being the smallest unit of the Specified Currency in general use) (with one-half cent or one-half of the applicable unit of Specified Currency being rounded upward).
(x) If an Interest Rate Basis for a Floating Rate Note is specified in such note as the "BA Rate", the "BA Rate" shall be determined on the applicable Interest Determination Date (the "BA Rate Interest Determination Date") as the rate per annum (based on a year of 365 days and or 366 days) equal to the actual number of days in arithmetic average rounded to the relevant interest period), payable quarterly in arrears on the last day of January, April, July and October in each fiscal year fifth decimal place (with .000005 being rounded up) of the Corporation during bid rates of interest for Canadian dollar bankers' acceptances, for an equivalent period to the term of the Note (each, an “next Interest Payment Date”), the first such payment to fall due on October 31, 2014 (which shall represent interest from July 31, 2014 to but excluding October 31, 2014) and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Reset Date of the NotesFloating Rate Note, as expressed on the Reuters CDOR page as of 10:00 a.m., Toronto time, on the BA Rate Interest Determination Date for the applicable Interest Reset Period, if three or more bid rates appear on the Reuters CDOR page at any such time. If fewer than three bid rates appear on the Reuters CDOR page at any such time, the BA Rate shall be the rate per annum (based on a year of 365 or 366 days) equal to fall due the arithmetic average rounded to the fifth decimal place (with .000005 being rounded up) of the bid rate quotations for Canadian dollar bankers' acceptances, for an equivalent period to the next Interest Reset Date of the Floating Rate Note and that is representative of a single transaction in the market at such time, by the principal Toronto office of three of the five largest Schedule I Canadian chartered banks in the Canadian interbank market selected by the Issuer at approximately 10:00 a.m., Toronto time, on April 2the BA Rate Interest Determination Date.
(xi) If an Interest Rate Basis for a Floating Rate Note is specified in such note as "LIBOR", 2018"LIBOR" will be determined on the applicable Interest Determination Date (a "LIBOR Interest Determination Date"), payable after on the basis of either: (i) if "LIBOR Reuters" is specified in such note as well as before maturity and after as well as before defaultthe method for calculating LIBOR, with interest on amounts in default at the same arithmetic average of the offered rates (unless the specified Designated LIBOR Page by its terms provides only for a single rate, compounded quarterlyin which case such single rate shall be used) for deposits in the Index Currency having the Index Maturity designated in such note, that appear on the Designated LIBOR Page specified in such note as of 11 :00 a.m., London time, on such LIBOR Interest Detennination Date, if at least two such offered rates appear (unless, as aforesaid, only a single rate is required) on such Designated LIBOR Page, or (ii) if "LIBOR Telerate" is specified in such note as the method for calculating LIBOR or if neither "LIBOR Reuters" nor "LIBOR Telerate" is so specified, the rate for deposits in the Index Currency having the Index Maturity designated in such note, that appears on the Designated LIBOR Page specified in such note as of 11 :00 a.m., London time, on such LIBOR Interest Determination Date; provided, however, that if the Corporation fails to make an interest payment as set forth in this paragraph (a) on or before Index Currency is the Cure Deadline applicable to such Interest Payment DateEuro, the Corporation shall pay to the Noteholder an additional interest payment in respect of that LIBOR Interest Payment Determination Date in an amount equal to 10.0% of the interest payment that was otherwise due must occur on that Interest Payment Date. Any payment required to be made on any a day that the If fewer than two such offered rates appear, or TARGET System is not a Business Day will be made on the next succeeding Business Dayopen. The record dates for the payment of interest on the Notes will be the eighth Business Day prior to the applicable Interest Payment Date. Any interest calculation shall be based on the number of days of the period being calculated if no such that it includes July 31, 2014 or the last Interest Payment Date, whichever shall be the later, to and excluding the next date interest is payable. Interest on all Notes issued hereunder shall cease to accrue on, but not including, the Maturity Date, Redemption Date, Date of Conversion, Change of Control Payment Date or Sale Payment Daterate appears, as applicable, for such Notes, unless, upon due presentation, payment LIBOR in respect of principal or delivery of amounts, securities or other property payable or deliverable hereunder and payment of any accrued and unpaid interest or other amounts payable hereunder is improperly withheld or refusedthe related LIBOR Interest Determination Date will be determined in accordance with the provisions described in the immediately succeeding paragraph.
(bxii) With respect to the payment of interest in cash on the Notes, except as otherwise specified in a resolution of the Board of Directors, an Officers’ Certificate or a supplemental indenture, as interest becomes due on each Note (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Note), the Corporation, either directly or through the Trustee or any agent of the Trustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Trustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Note appearing on the registers maintained by the Trustee at the close of business on the Business Day before the eighth Business Day prior to the applicable LIBOR Interest Payment Determination Date and addressed to the holder at the holder’s last address appearing on the register. If payment is made by cheque, such cheque shall be forwarded at least three Business Days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Trustee must receive confirmation of receipt of funds prior to being able to wire funds or mail cheques to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Note becomes due. If payment is to be sent or forwarded by the Trustee on behalf of the Corporation, the Corporation shall deliver the necessary funds to the Trustee by 10:00 a.m. (Vancouver time) (i) on the fourth Business Day prior to an Interest Payment Date, in the case of payments made by chequefewer than two offered rates appear, or (ii) on the Business Day prior to an Interest Payment Date, in the case of payments made by electronic funds transfer. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Note, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Trusteeno rate appears, as the case may be, will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt on the applicable Designated LIBOR Page as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation or Trustee is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Note specified in the manner provided aboveimmediately preceding paragraph, the Corporation or Trustee may make payment Calculation Agent will request the principal. London offices of such interest or make such interest available for payment in any other manner acceptable to the Trustee, acting reasonably, with the same effect as though payment had been made each of four major reference banks in the manner provided above.
London interbank market, as selected by the Calculation Agent (c) All payments of interest on the Global Note shall be made by electronic funds transfer or certified cheque made payable to the Depository or its nominee on the day interest is payable by 10:00 a.m. (Vancouver time) for subsequent payment to Beneficial Holders of the applicable Global Note, unless the Corporation, the Trustee and the Depository otherwise agree. None of the Corporation, the Trustee or any agent of the Trustee for any Note issued as a Global Note will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Note or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
(d) If the Corporation pays the interest on the Notes directly, the Corporation will provide the Trustee an Officer’s Certificate confirming such payment with relevant details.after consultation
Appears in 1 contract
Sources: Supplemental Indenture (Berkshire Hathaway Energy Co)
Interest on the Notes. (a) The Notes shall bear interest from July 31, 2014 ("INTEREST") at the a rate of 8.0% per annum annum, which shall be cumulative, accrue daily from the date of issuance of the Notes (based the "ISSUANCE DATE") and be payable on June 30, September 30, December 31 and March 31 of each year until the Maturity Date (each an "INTEREST PAYMENT DATE"). If an Interest Payment Date is not a year of 365 days Business Day (as defined below) then the Interest shall be due and the actual number of days in the relevant interest period), payable quarterly in arrears on the last day of January, April, July and October in each fiscal year of Business Day immediately following the Corporation during the term of the Note (each, an “Interest Payment Date”). Interest shall be payable in cash or, at the option of the Company, in shares of Common Stock based on the Interest Conversion Price (as defined below) on the Interest Payment Date; provided that the Interest which accrued during any period shall be payable in shares of Common Stock only if the Company provides written notice ("INTEREST ELECTION NOTICE") to each holder of Notes at least 10 days prior to the Interest Payment Date. Notwithstanding the foregoing, the first Company must pay such payment to fall due on October 31, 2014 (which shall represent interest from July 31, 2014 to but excluding October 31, 2014) and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Notes) to fall due on April 2, 2018, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded quarterly; provided, however, that cash if the Corporation fails to make an interest payment as set forth in this paragraph (a) any event constituting an Event of Default, or an event that with the passage of time would constitute an Event of Default if not cured, has occurred and is continuing on the date of the Company's Interest Election Notice or on the Interest Payment Date, unless otherwise consented to in writing by the holder of Notes entitled to receive such Interest, or (b) the Registration Statement has not been declared effective by the SEC on or before the Cure Deadline applicable Interest Payment Date. Any accrued and unpaid interest which is not paid (in stock or cash as applicable) within five (5) Business Days after the Interest Payment Date for such accrued and unpaid interest shall bear interest at the rate of 15% per annum from such Interest Payment Date until the same is paid in full (the "DEFAULT INTEREST"). For purposes of this Agreement, the "INTEREST CONVERSION PRICE" means the average Closing Bid Price (as defined in the Certificate of Designations) of the Common Stock for the (5) five trading days immediately preceding the Interest Election Notice. If the average of the Closing Bid Prices of the Common Stock used to such determine the number of shares of Common Stock required to pay interest on the Notes with respect to any interest payment is more than the average of the Closing Bid Prices of the Common Stock for the five (5) consecutive Trading Days immediately following the Interest Payment Date, the Corporation Company shall pay to the Noteholder an additional interest payment in respect recipient of that Interest Payment Date in an amount equal to 10.0% of the interest payment that was otherwise due such shares, on that Interest Payment Date. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The record dates for the payment of interest on the Notes will be the eighth Business Day or prior to the applicable Interest Payment Date. Any interest calculation shall be based on date that is ten (10) Trading Days after the number of days of the period being calculated such that it includes July 31, 2014 or the last Interest Payment Date, whichever shall be the later, to and excluding the next date interest is payable. Interest on all Notes issued hereunder shall cease to accrue on, but not including, the Maturity Date, Redemption Date, Date of Conversion, Change of Control Payment Date or Sale Payment Date, as applicable, for such Notes, unless, upon due presentation, payment of principal or delivery of amounts, securities or other property payable or deliverable hereunder and payment of any accrued and unpaid interest or other amounts payable hereunder is improperly withheld or refused.
(b) With respect an amount in cash equal to the payment product of the per share difference between such average prices and the number of shares issued as consideration for interest in cash being paid on the Notes, except as otherwise specified in a resolution of the Board of Directors, an Officers’ Certificate or a supplemental indenture, as interest becomes due on each Note and sold during such five (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Note), the Corporation, either directly or through the Trustee or any agent of the Trustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Trustee, payment of such interest (less any tax required to be withheld therefrom5) to the order of the registered holder of such Note appearing on the registers maintained by the Trustee at the close of business on the Business Trading Day before the eighth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register. If payment is made by cheque, such cheque shall be forwarded at least three Business Days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Trustee must receive confirmation of receipt of funds prior to being able to wire funds or mail cheques to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Note becomes due. If payment is to be sent or forwarded by the Trustee on behalf of the Corporation, the Corporation shall deliver the necessary funds to the Trustee by 10:00 a.m. (Vancouver time) (i) on the fourth Business Day prior to an Interest Payment Date, in the case of payments made by cheque, or (ii) on the Business Day prior to an Interest Payment Date, in the case of payments made by electronic funds transfer. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Note, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Trustee, as the case may be, will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation or Trustee is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Note in the manner provided above, the Corporation or Trustee may make payment of such interest or make such interest available for payment in any other manner acceptable to the Trustee, acting reasonably, with the same effect as though payment had been made in the manner provided aboveperiod.
(c) All payments of interest on the Global Note shall be made by electronic funds transfer or certified cheque made payable to the Depository or its nominee on the day interest is payable by 10:00 a.m. (Vancouver time) for subsequent payment to Beneficial Holders of the applicable Global Note, unless the Corporation, the Trustee and the Depository otherwise agree. None of the Corporation, the Trustee or any agent of the Trustee for any Note issued as a Global Note will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Note or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
(d) If the Corporation pays the interest on the Notes directly, the Corporation will provide the Trustee an Officer’s Certificate confirming such payment with relevant details.
Appears in 1 contract
Sources: Securities Purchase Agreement (Gumtech International Inc \Ut\)
Interest on the Notes. (a) The Notes following terms and conditions shall apply to the determination of interest on a Note unless otherwise provided in the Note:
(i) The Issuer will pay interest on a Note on each Interest Payment Date, commencing on the first Interest Payment Date next succeeding the Original Issue Date, and on the Stated Maturity or any prior date on which the principal, or an instalment of principal, of such Note becomes due or payable (the Stated Maturity or such prior date, as the case may be, is herein referred to as the "Maturity Date"); provided, however, that if the Original Issue Date falls between a Record Date and the related Interest Payment ▇▇▇▇ or on an Interest Payment Date, interest payments will commence on the second Interest Payment Date succeeding the Original Issue Date. Interest on such Note will accrue from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or duly made available for payment or, if no interest has been paid, from and including the Original Issue Date, to but excluding such Interest Payment Date or the Maturity Date, as the case may be. If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest shall accrue on such payment for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Business Day. The interest so payable on any Interest Payment Date will be paid to the Holder of such Note at the close of business on the Record Date for such Interest Payment Date. Interest payable at the Maturity Date will be payable to the Person to whom the principal thereof shall be payable.
(ii) Payments of principal of, and premium, if any, and interest on, a Note will be made to the Holder thereof in Canadian dollars regardless of the Specified Currency stated therein unless the Holder thereof makes the election described below. If the Specified Currency is other than Canadian dollars, the Exchange Rate Agent will convert all payments in respect thereof into Canadian dollars in the manner described below; provided, however, that the Holder may elect to receive payment of principal of and premium, if any, and/or interest on such note in the Specified Currency by submitting a written request for such payment to the Trustee at its principal office in the City of Toronto on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. Such written request may be mailed or hand delivered or sent by cable, telex or other form of facsimile transmission. The Holder may elect to receive payment in such Specified Currency for all such principal, premium, if any, and interest payments and need not file a separate election for each payment. The election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. Notwithstanding the foregoing, if the applicable Specified Currency is not available for the payment of principal, premium, if any, or interest with respect to such note due to the imposition of exchange controls or other circumstances beyond the control of the Issuer, the Issuer will be entitled to satisfy its obligations to the Holder by making such payment in Canadian dollars on the basis of the Market Exchange Rate on the second Business Day prior to such payment or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate. Any payment made in Canadian dollars under the circumstances set forth above where the required payment is in a Specified Currency other than Canadian dollars will not constitute a payment default under such Note or under the Master Indenture. All determinations referred to above made by the Issuer or its agent (including the Exchange Rate Agent) shall be at its sole discretion and shall, in the absence of manifest error, be conclusive and for all purposes binding on the Holder of such of a Note.
(iii) Interest payments for a Note shall be computed and paid on the basis of: (i) a 360-day year of twelve 30-day months if the Day Count Convention specified therein is "30/360" for the relevant period, (ii) the actual number of days in the related month and a 360-day year if the Day Count Convention specified therein is "Actual/360" for the relevant period, (iii) the actual number of days in the related year and month if the Day Count Convention specified therein is "Actual/Actual" for the relevant period, or (iv) such other basis as may be specified in a Note.
(iv) For the purpose only of disclosure required by the Interest Act (Canada) and without affecting the interest payable on a Note, the yearly rate of interest which is equivalent to the rate of interest payable on a Note where the Day Count Convention specified above is other than "Actual/Actual" is the rate of interest payable with respect to the Note multiplied by the number of days in the year for which such calculation is made and divided by 360.
(b) The following terms and conditions shall apply to the determination of interest on a Floating Rate Note unless otherwise provided in the Floating Rate Note:
(i) A Floating Rate Note shall bear interest from July 31, 2014 at the rate determined by reference to the applicable Interest Rate Basis specified therein: (i) plus or minus the applicable Spread, if any. and/or (ii) multiplied by the applicable Spread Multiplier, if any. Commencing on the first Interest Reset Date, the rate at which interest on the Floating Rate Note shall be payable shall be reset as of 8.0each Interest Reset Date specified therein: provided, however, that the interest rate in effect for the period from the Original Issue Date to but excluding the first Interest Reset Date will be the initial interest rate (the "Initial Interest Rate"). Notwithstanding the foregoing, if a Floating Rate Note is designated in such Note as having an Addendum attached, such note shall bear interest in accordance with the terms described in such Addendum.
(ii) Interest payable on a Floating Rate Note will be determined by reference to the applicable Interest Rate Basis or Interest Rate Bases, which may, as described below, include: (i) the BA Rate, (ii) LIBOR, (iii) the Cdn. Prime Rate, or (iv) such other Interest Rate Basis or interest rate formula as may be set forth therein and described in the applicable Addendum.
(iii) The interest rate on a Floating Rate Note in effect on each day shall be the interest rate determined as of the most recent Interest Determination Date.
(iv) The interest rate on a Floating Rate Note applicable to each Interest Reset Period commencing on the Interest Reset Date with respect to such Interest Reset Period will be the rate determined as of the applicable Interest Determination Date. Each Interest Rate Basis shall be the rate determined in accordance with the applicable provisions below. The rate of interest on a Floating Rate Note will be reset daily, weekly, monthly, quarterly, semi-annually, annually or pursuant to such other period as specified in the Floating Rate Note. Unless otherwise specified in the Floating Rate Note, the Interest Reset Date(s) will be, if the Interest Reset Period set forth in the Floating Rate Note is: (i) daily, each Business Day;(ii) weekly, the Wednesday of each week; (iii) monthly, the third Wednesday of each month; (iv) quarterly, the third Wednesday of March, June, September and December of each year; (v) semi-annually, the third Wednesday of the two months specified in the Floating Rate Note; and (vi) annually, the third Wednesday of the month specified in the Floating Rate Note. If any Interest Reset Date (which term includes the first Interest Reset Date unless the context otherwise requires) would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next succeeding Business Day, except that if an Interest Rate Basis shown therein is UBOR and such Business Day falls in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day.
(v) Interest payable on a Floating Rate Note on any Interest Payment Date shall be the amount of interest accrued from and including the immediately preceding Interest Payment Date in respect of which interest has been paid (or from and including the Original Issue Date specified therein, if no interest has been paid), to but excluding the related Interest Payment Date; provided, however, that interest payable at maturity will include interest accrued to but excluding the Maturity Date. Accrued interest on a Floating Rate Note is calculated by multiplying the face amount thereof by an accrued interest factor. Such accrued interest factor is computed by adding the interest factor calculated for each day in the period for which accrued interest is being calculated. The interest factor for each such day shall be computed by dividing the interest rate applicable to such day by 360 if the Interest Rate Basis specified in such note is LIBOR, or by the actual number of days in the year if the Interest Rate Basis specified in such note is the BA Rate or the Cdn. Prime Rate.
(vi) A Floating Rate Note may also have either or both of the following: (i) a maximum numerical limitation, or ceiling, on the rate at which interest may accrue during any Interest Reset Period; and (ii) a minimum numerical limitation, or floor, on the rate at which interest may accrue during any Interest Reset Period. In addition to any maximum interest rate that may be applicable to a Floating Rate Note, the maximum interest rate that may be applicable to a Floating Rate Note will in no event be higher than the maximum rate permitted by the laws of Canada.
(vii) Interest on a Floating Rate Note will be payable, where the rate of interest resets, unless otherwise specified in the Floating Rate Note: (i) daily, weekly or monthly, on the third Wednesday of each month or on the third Wednesday of March, June, September and December of each year, as specified in the applicable Pricing Supplement; (ii) quarterly, on the third Wednesday of March, June, September and December of each year; (iii) semi-annually, on the third Wednesday of the months of each year specified in the Floating Rate Note; and (iv) annually, on the third Wednesday of the month specified in the Floating Rate Note and, in each case, on the Maturity Date (each, an "Interest Payment Date"). If any Interest Payment Date for a Floating Rate Note (other than the Maturity Date) would otherwise be a day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding day that is a Business Day, except that where LIBOR is the applicable Interest Rate Basis, if such Business Day falls in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day. If the Maturity Date of a Floating Rate Note falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest shall accrue on such payment for the period from and after the Maturity Date to the date of such payment on the next succeeding Business Day.
(viii) The "Interest Determination Date" with respect to the BA Rate and the Cdn. Prime Rate will be the applicable Interest Reset Date, and the "Interest Determination Date" with respect to LIBOR will be the second London Business Day immediately preceding the applicable Interest Reset Date. All calculations on a Floating Rate Note shall be made by the Calculation Agent.
(ix) All percentages resulting from any calculation on a Floating Rate Note will be rounded to the nearest one-hundred-thousandth of a percentage point, with five one millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all amounts used in or resulting from such calculation will be rounded, in the case of United States or Canadian dollars, to the nearest cent or, in the case of a Specified Currency other than United States or Canadian dollars, to the nearest unit of the Specified Currency (such unit being the smallest unit of the Specified Currency in general use) (with one-half cent or one-half of the applicable unit of Specified Currency being rounded upward).
(x) If an Interest Rate Basis for a Floating Rate Note is specified in such note as the "BA Rate", the "BA Rate" shall be determined on the applicable Interest Determination Date (the "BA Rate Interest Determination Date") as the rate per annum (based on a year of 365 days and or 366 days) equal to the actual number of days in arithmetic average rounded to the relevant interest period), payable quarterly in arrears on the last day of January, April, July and October in each fiscal year fifth decimal place (with .000005 being rounded up) of the Corporation during bid rates of interest for Canadian dollar bankers' acceptances, for an equivalent period to the term of the Note (each, an “next Interest Payment Date”), the first such payment to fall due on October 31, 2014 (which shall represent interest from July 31, 2014 to but excluding October 31, 2014) and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Reset Date of the NotesFloating Rate Note, as expressed on the Reuters CDOR page as of 10:00 a.m., Toronto time, on the BA Rate Interest Determination Date for the applicable Interest Reset Period, if three or more bid rates appear on the Reuters CDOR page at any such time. If fewer than three bid rates appear on the Reuters CDOR page at any such time, the BA Rate shall be the rate per annum (based on a year of 365 or 366 days) equal to fall due the arithmetic average rounded to the fifth decimal place (with .000005 being rounded up) of the bid rate quotations for Canadian dollar bankers' acceptances, for an equivalent period to the next Interest Reset Date of the Floating Rate Note and that is representative of a single transaction in the market at such time, by the principal Toronto office of three of the five largest Schedule l Canadian chartered banks in the Canadian interbank market selected by the Issuer at approximately 10:00 a.m., Toronto time, on April 2the BA Rate Interest Determination Date.
(xi) If an Interest Rate Basis for a Floating Rate Note is specified in such note as "LIBOR", 2018''LIBOR" will be determined on the applicable Interest Determination Date (a ''LIBOR interest Determination Date"), payable after on the basis of either: (i) if "LIBOR Reuters" is specified in such note as well as before maturity and after as well as before defaultthe method for calculating LIBOR, with interest on amounts in default at the same arithmetic average of the offered rates (unless the specified Designated LIBOR Page by its terms provides only for a single rate, compounded quarterlyin which case such single rate shall be used) for deposits in the Index Currency having the Index Maturity designated in such note, that appear on the Designated LIBOR Page specified in such note as of 11:00 a.m., London time, on such LIBOR Interest Determination Date, if at least two such offered rates appear (unless, as aforesaid, only a single rate is required) on such Designated LIBOR Page, or (ii) if "LIBOR Telerate" is specified in such note as the method for calculating LIBOR or if neither ''LIBOR Reuters" nor "LIBOR Telerate" is so specified, the rate for deposits in the Index Currency having the Index Maturity designated in such note, that appears on the Designated LIBOR Page specified in such note as of 11:00 a.m., London time, on such LlBOR Interest Determination Date; provided, however, that if the Corporation fails to make an interest payment as set forth in this paragraph (a) on or before Index Currency is the Cure Deadline applicable to such Interest Payment DateEuro, the Corporation shall pay to the Noteholder an additional interest payment in respect of that LIBOR Interest Payment Determination Date in an amount equal to 10.0% of the interest payment that was otherwise due must occur on that Interest Payment Date. Any payment required to be made on any a day that the TARGET System is not a Business Day will be made on the next succeeding Business Dayopen. The record dates for the payment of interest on the Notes will be the eighth Business Day prior to the applicable Interest Payment Date. Any interest calculation shall be based on the number of days of the period being calculated If fewer than two such that it includes July 31offered rates appear, 2014 or the last Interest Payment Date, whichever shall be the later, to and excluding the next date interest is payable. Interest on all Notes issued hereunder shall cease to accrue on, but not including, the Maturity Date, Redemption Date, Date of Conversion, Change of Control Payment Date or Sale Payment Dateif no such rate appears, as applicable, for such Notes, unless, upon due presentation, payment LIBOR in respect of principal or delivery of amounts, securities or other property payable or deliverable hereunder and payment of any accrued and unpaid interest or other amounts payable hereunder is improperly withheld or refusedthe related LIBOR Interest Determination Date will be determined in accordance with the provisions described in the immediately succeeding paragraph.
(bxii) With respect to the payment of interest in cash on the Notes, except as otherwise specified in a resolution of the Board of Directors, an Officers’ Certificate or a supplemental indenture, as interest becomes due on each Note (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Note), the Corporation, either directly or through the Trustee or any agent of the Trustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Trustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Note appearing on the registers maintained by the Trustee at the close of business on the Business Day before the eighth Business Day prior to the applicable LIBOR Interest Payment Determination Date and addressed to the holder at the holder’s last address appearing on the register. If payment is made by cheque, such cheque shall be forwarded at least three Business Days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Trustee must receive confirmation of receipt of funds prior to being able to wire funds or mail cheques to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Note becomes due. If payment is to be sent or forwarded by the Trustee on behalf of the Corporation, the Corporation shall deliver the necessary funds to the Trustee by 10:00 a.m. (Vancouver time) (i) on the fourth Business Day prior to an Interest Payment Date, in the case of payments made by chequefewer than two offered rates appear, or (ii) on the Business Day prior to an Interest Payment Date, in the case of payments made by electronic funds transfer. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Note, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Trusteeno rate appears, as the case may be, will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt on the applicable Designated LIBOR Page as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation or Trustee is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Note specified in the manner provided aboveimmediately preceding paragraph, the Corporation or Trustee may make payment Calculation Agent will request the principal London offices of such interest or make such interest available for payment in any other manner acceptable to the Trustee, acting reasonably, with the same effect as though payment had been made each of four major reference banks in the manner provided above.
London interbank market, as selected by the Calculation Agent (c) All payments of interest on the Global Note shall be made by electronic funds transfer or certified cheque made payable to the Depository or its nominee on the day interest is payable by 10:00 a.m. (Vancouver time) for subsequent payment to Beneficial Holders of the applicable Global Note, unless the Corporation, the Trustee and the Depository otherwise agree. None of the Corporation, the Trustee or any agent of the Trustee for any Note issued as a Global Note will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Note or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
(d) If the Corporation pays the interest on the Notes directly, the Corporation will provide the Trustee an Officer’s Certificate confirming such payment with relevant details.after consultation with
Appears in 1 contract
Sources: Supplemental Indenture (Berkshire Hathaway Energy Co)
Interest on the Notes. (a) The Notes following terms and conditions shall bear apply to the determination of interest from July 31, 2014 at the rate of 8.0% per annum (based on a year of 365 days and the actual number of days Note unless otherwise provided in the relevant Note:
(i) The Issuer will pay interest period), payable quarterly in arrears on the last day of January, April, July and October in a Note on each fiscal year of the Corporation during the term of the Note (each, an “Interest Payment Date”), commencing on the first such payment to fall due on October 31, 2014 (which shall represent interest from July 31, 2014 to but excluding October 31, 2014) and the last such payment (representing interest payable from the last Interest Payment Date tonext succeeding the Original Issue Date, but excludingand on the Stated Maturity or any prior date on which the principal, or an instalment of principal, of such Note becomes due or payable (the Stated Maturity Date of or such prior date, as the Notes) case may be, is herein referred to fall due on April 2, 2018, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded quarterly"Maturity Date"); provided, however, that if the Corporation fails to make Original Issue Date falls between a Record Date and the related Interest Payment Date or on an interest payment as set forth in this paragraph (a) on or before the Cure Deadline applicable to such Interest Payment Date, interest payments will commence on the Corporation shall pay to second Interest Payment Date succeeding the Noteholder an additional interest payment in respect of that Original Issue Date. Interest on such Note will accrue from and including the immediately preceding Interest Payment Date in an amount equal respect of which interest has been paid or duly made available for payment or, if no interest has been paid, from and including the Original Issue Date, to 10.0% of the interest payment that was otherwise due on that but excluding such Interest Payment Date or the Maturity Date, as the case may be. Any payment required to be made If any Interest Payment ▇▇▇▇ or the Maturity Date falls on any a day that is not a Business Day Day, the required payment of principal, premium, if any, and/or interest will be made on the next succeeding Business Day. The record dates Day as if made on the date such payment was due, and no interest shall accrue on such payment for the payment of interest on the Notes will be the eighth Business Day prior to the applicable period from and after such Interest Payment Date. Any interest calculation shall be based on the number of days of the period being calculated such that it includes July 31, 2014 Date or the last Interest Payment Date, whichever shall be the later, to and excluding the next date interest is payable. Interest on all Notes issued hereunder shall cease to accrue on, but not including, the Maturity Date, Redemption Dateas the case may be, Date to the date of Conversion, Change of Control such payment on the next succeeding Business Day. The interest so payable on any Interest Payment Date or Sale Payment Date, as applicable, for such Notes, unless, upon due presentation, payment of principal or delivery of amounts, securities or other property payable or deliverable hereunder and payment of any accrued and unpaid interest or other amounts payable hereunder is improperly withheld or refused.
(b) With respect will be paid to the payment of interest in cash on the Notes, except as otherwise specified in a resolution of the Board of Directors, an Officers’ Certificate or a supplemental indenture, as interest becomes due on each Note (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Note), the Corporation, either directly or through the Trustee or any agent of the Trustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Trustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder Holder of such Note appearing on the registers maintained by the Trustee at the close of business on the Business Day before Record Date for such Interest Payment Date. Interest payable at the eighth Business Day Maturity Date will be payable to the Person to whom the principal thereof shall be payable.
(ii) Payments of principal of, and premium, if any, and interest on, a Note will be made to the Holder thereof in Canadian dollars regardless of the Specified Currency stated therein unless the Holder thereof makes the election described below. If the Specified Currency is other than Canadian dollars, the Exchange Rate Agent will convert all payments in respect thereof into Canadian dollars in the manner described below; provided, however, that the Holder may elect to receive payment of principal of and premium, if any, and/or interest on such note in the Specified Currency by submitting a written request for such payment to the Trustee at its principal office in the City of Toronto on or prior to the applicable Interest Payment Record Date and addressed or at least 15 calendar days prior to the holder at the holder’s last address appearing on the register. If payment is made by cheque, such cheque shall be forwarded at least three Business Days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Trustee must receive confirmation of receipt of funds prior to being able to wire funds or mail cheques to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Note becomes due. If payment is to be sent or forwarded by the Trustee on behalf of the Corporation, the Corporation shall deliver the necessary funds to the Trustee by 10:00 a.m. (Vancouver time) (i) on the fourth Business Day prior to an Interest Payment Maturity Date, in the case of payments made by cheque, or (ii) on the Business Day prior to an Interest Payment Date, in the case of payments made by electronic funds transfer. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Note, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Trustee, as the case may be. Such written request may be mailed or hand delivered or sent by cable, will issue to such person a replacement cheque telex or other form of facsimile transmission. The Holder may elect to receive payment in such Specified Currency for all such principal, premium, if any, and interest payments and need not file a like amount upon being furnished with separate election for each payment. The election will remain in effect until revoked by written notice to the Trustee, but written notice of any such evidence of non-receipt revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as it shall reasonably require and upon being indemnified to its satisfactionthe case may be. Notwithstanding the foregoing, if the Corporation applicable Specified Currency is not available for the payment of principal, premium,if any, or Trustee is prevented by interest with respect to such note due to the imposition of exchange controls or other circumstances beyond the control of the Issuer, the Issuer will be entitled to satisfy its control obligations to the Holder by making such payment in Canadian dollars on the basis of the Market Exchange Rate on the second Business Day prior to such payment or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate. Any payment made in Canadian dollars under the circumstances set forth above where the required payment is in a Specified Currency other than Canadian dollars will not constitute a payment default under such Note or under the Master Indenture. All determinations referred to above made by the Issuer or its agent (includingincluding the Exchange Rate Agent) shall be at its sole discretion and shall, without limitation, any interruption in mail service) from making payment of any interest due on each Note in the manner provided aboveabsence of manifest error, be conclusive and for all purposes binding on the Corporation or Trustee may make payment Holder of such interest or make such interest available for payment in any other manner acceptable to the Trustee, acting reasonably, with the same effect as though payment had been made in the manner provided aboveof a Note.
(ciii) All Interest payments for a Note shall be computed and paid on the basis of: (i) a 360-day year of twelve 30-day months if the Day Count Convention specified therein is "30/360" for the relevant period, (ii) the actual number of days in the related month and a 360-day year if the Day Count Convention specified therein is "Actual/360" for the relevant period, (iii) the actual number of days in the related year and month if the Day Count Convention specified therein is "Actual/ Actual" for the relevant period, or (iv) such other basis as may be specified in a Note.
(iv) For the purpose only of disclosure required by the Interest Act (Canada) and without affecting the interest payable on a Note, the yearly rate of interest which is equivalent to the rate of interest payable on a Note where the Day Count Convention specified above is other than "Actual/Actual" is the rate of interest payable with respect to the Note multiplied by the number of days in the year for which such calculation is made and divided by 360.
(b) The following terms and conditions shall apply to the determination of interest on a Floating Rate Note unless otherwise provided in the Global Floating Rate Note:
(i) A Floating Rate Note shall bear interest at the rate determined by reference to the applicable Interest Rate Basis specified therein: (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any. Commencing on the first Interest Reset Date, the rate at which interest on the Floating Rate Note shall be payable shall be reset as of each Interest Reset Date specified therein; provided, however, that the interest rate in effect for the period from the Original Issue Date to but excluding the first Interest Reset Date will be the initial interest rate (the "Initial Interest Rate"). Notwithstanding the foregoing, if a Floating Rate Note is designated in such Note as having an Addendum attached, such note shall bear interest in accordance with the terms described in such Addendum.
(ii) Interest payable on a Floating Rate Note will be determined by reference to the applicable Interest Rate Basis or Interest Rate Bases, which may, as described below, include: (i) the BA Rate, (ii) LIBOR, (iii) the Cdn. Prime Rate, or (iv) such other Interest Rate Basis or interest rate formula as may be set forth therein and described in the applicable Addendum.
(iii) The interest rate on a Floating Rate Note in effect on each day shall be the interest rate determined as of the most recent Interest Determination Date.
(iv) The interest rate on a Floating Rate Note applicable to each Interest Reset Period commencing on the Interest Reset Date with respect to such Interest Reset Period will be the rate determined as of the applicable Interest Determination Date. Each Interest Rate Basis shall be the rate determined in accordance with the applicable provisions below. The rate of interest on a Floating Rate Note will be reset daily, weekly, monthly, quarterly, semi-annually, annually or pursuant to such other period as specified in the Floating Rate Note. Unless otherwise specified in the Floating Rate Note, the Interest Reset Date(s) will be, if the Interest Reset Period set forth in the Floating Rate Note is: (i) daily, each Business Day;
(ii) weekly, the Wednesday of each week; (iii) monthly, the third Wednesday of each month; (iv) quarterly, the third Wednesday of March, June, September and December of each year; (v) semi-annually, the third Wednesday of the two months specified in the Floating Rate Note; and (vi) annually, the third Wednesday of the month specified in the Floating Rate Note. If any Interest Reset Date (which term includes the first Interest Reset Date unless the context otherwise requires) would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next succeeding Business Day, except that if an Interest Rate Basis shown therein is LIBOR and such Business Day falls in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day.
(v) Interest payable on a Floating Rate Note on any Interest Payment Date shall be the amount of interest accrued from and including the immediately preceding Interest Payment Date in respect of which interest has been paid (or from and including the Original Issue Date specified therein, if no interest has been paid), to but excluding the related Interest Payment Date; provided, however, that interest payable at maturity will include interest accrued to but excluding the Maturity Date. Accrued interest on a Floating Rate Note is calculated by multiplying the face amount thereof by an accrued interest factor. Such accrued interest factor is computed by adding the interest factor calculated for each day in the period for which accrued interest is being calculated. The interest factor for each such day shall be computed by dividing the interest rate applicable to such day by 360 if the Interest Rate Basis specified in such note is LIBOR, or by the actual number of days in the year if the Interest Rate Basis specified in such note is the BA Rate or the Cdn. Prime Rate.
(vi) A Floating Rate Note may also have either or both of the following: (i) a maximum numerical limitation, or ceiling, on the rate at which interest may accrue during any Interest Reset Period; and (ii) a minimum numerical limitation, or floor, on the rate at which interest may accrue during any Interest Reset Period. In addition to any maximum interest rate that may be applicable to a Floating Rate Note, the maximum interest rate that may be applicable to a Floating Rate Note will in no event be higher than the maximum rate permitted by the laws of Canada.
(vii) Interest on a Floating Rate Note will be payable, where the rate of interest resets, unless otherwise specified in the Floating Rate Note: (i) daily, weekly or monthly, on the third Wednesday of each month or on the third· Wednesday of March, June, September and December of each year, as specified in the applicable Pricing Supplement; (ii) quarterly, on the third Wednesday of March, June, September and December of each year; (iii) semi-annually, on the third Wednesday of the months of each year specified in the Floating Rate Note; and (iv) annually, on the third Wednesday of the month specified in the Floating Rate Note and, in each case, on the Maturity Date (each, an "Interest Payment Date"). If any Interest Payment Date for a Floating Rate Note (other than the Maturity Date) would otherwise be a day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding day that is a Business Day, except that where LIBOR is the applicable Interest Rate Basis, if such Business Day falls in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day. If the Maturity Date of a Floating Rate Note falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest shall accrue on such payment for the period from and after the Maturity Date to the date of such payment on the next succeeding Business Day.
(viii) The "Interest Determination Date" with respect to the BA Rate and the Cdn. Prime Rate will be the applicable Interest Reset Date, and the "Interest Determination Date" with respect to LIBOR will be the second London Business Day immediately preceding the applicable Interest Reset Date. All calculations on a Floating Rate Note shall be made by electronic funds transfer or certified cheque made payable to the Depository or its nominee Calculation Agent.
(ix) All percentages resulting from any calculation on the day interest is payable by 10:00 a.m. (Vancouver time) for subsequent payment to Beneficial Holders of the applicable Global Note, unless the Corporation, the Trustee and the Depository otherwise agree. None of the Corporation, the Trustee or any agent of the Trustee for any Note issued as a Global Floating Rate Note will be liable or responsible rounded to any person for any aspect the nearest one-hundred-thousandth of the records related to or payments made on account a percentage point, with five one millionths of beneficial interests in any Global Note or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
a percentage point rounded upwards (d) If the Corporation pays the interest on the Notes directly, the Corporation will provide the Trustee an Officer’s Certificate confirming such payment with relevant details.e.g..
Appears in 1 contract
Sources: Supplemental Indenture (Berkshire Hathaway Energy Co)
Interest on the Notes. (a) The Notes following terms and conditions shall bear apply to the determination of interest from July 31, 2014 at the rate of 8.0% per annum (based on a year of 365 days and the actual number of days Note unless otherwise provided in the relevant Note or in the Pricing Supplement applicable thereto:
(i) The Company will pay interest period), payable quarterly in arrears on the last day of January, April, July and October in a Note on each fiscal year of the Corporation during the term of the Note (each, an “Interest Payment Date”), commencing on the first such payment to fall due on October 31, 2014 (which shall represent interest from July 31, 2014 to but excluding October 31, 2014) and the last such payment (representing interest payable from the last Interest Payment Date tonext succeeding the Original Issue Date, but excludingand on the Stated Maturity or any prior date on which the principal, or an instalment of principal, of such Note becomes due or payable (the Stated Maturity Date of or such prior date, as the Notes) case may be, is herein referred to fall due on April 2, 2018, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded quarterly“Maturity Date”); provided, however, that if the Corporation fails to make Original Issue Date falls between a Record Date and the related Interest Payment Date or on an interest payment as set forth in this paragraph (a) on or before the Cure Deadline applicable to such Interest Payment Date, interest payments will commence on the Corporation shall pay to second Interest Payment Date succeeding the Noteholder an additional interest payment in respect of that Original Issue Date. Interest on such Note will accrue from and including the immediately preceding Interest Payment Date in an amount equal respect of which interest has been paid or duly made available for payment or, if no interest has been paid, from and including the Original Issue Date, to 10.0% of the interest payment that was otherwise due on that but excluding such Interest Payment Date or the Maturity Date, as the case may be. Any payment required to be made If any Interest Payment Date or the Maturity Date falls on any a day that is not a Business Day Day, the required payment of principal, premium, if any, and/or interest will be made on the next succeeding Business Day. The record dates Day as if made on the date such payment was due, and no interest shall accrue on such payment for the payment of interest on the Notes will be the eighth Business Day prior to the applicable period from and after such Interest Payment Date. Any interest calculation shall be based on the number of days of the period being calculated such that it includes July 31, 2014 Date or the last Interest Payment Date, whichever shall be the later, to and excluding the next date interest is payable. Interest on all Notes issued hereunder shall cease to accrue on, but not including, the Maturity Date, Redemption Dateas the case may be, Date to the date of Conversion, Change of Control such payment on the next succeeding Business Day. The interest so payable on any Interest Payment Date or Sale Payment Date, as applicable, for such Notes, unless, upon due presentation, payment of principal or delivery of amounts, securities or other property payable or deliverable hereunder and payment of any accrued and unpaid interest or other amounts payable hereunder is improperly withheld or refused.
(b) With respect will be paid to the payment of interest in cash on the Notes, except as otherwise specified in a resolution of the Board of Directors, an Officers’ Certificate or a supplemental indenture, as interest becomes due on each Note (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Note), the Corporation, either directly or through the Trustee or any agent of the Trustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Trustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder Holder of such Note appearing on the registers maintained by the Trustee at the close of business on the Business Day before Record Date for such Interest Payment Date. Interest payable at the eighth Business Day Maturity Date will be payable to the Person to whom the principal thereof shall be payable.
(ii) Payments of principal of, and premium, if any, and interest on, a Note will be made to the Holder thereof in Canadian dollars regardless of the Specified Currency stated therein unless the Holder thereof makes the election described below. If the Specified Currency is other than Canadian dollars, the Exchange Rate Agent will convert all payments in respect thereof into Canadian dollars in the manner described below; provided, however, that the Holder may elect to receive payment of principal of and premium, if any, and/or interest on such note in the Specified Currency by submitting a written request for such payment to the Trustee at its principal office in the City of Toronto on or prior to the applicable Interest Payment Record Date and addressed or at least fifteen (15) calendar days prior to the holder at the holder’s last address appearing on the register. If payment is made by cheque, such cheque shall be forwarded at least three Business Days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Trustee must receive confirmation of receipt of funds prior to being able to wire funds or mail cheques to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Note becomes due. If payment is to be sent or forwarded by the Trustee on behalf of the Corporation, the Corporation shall deliver the necessary funds to the Trustee by 10:00 a.m. (Vancouver time) (i) on the fourth Business Day prior to an Interest Payment Maturity Date, in the case of payments made by cheque, or (ii) on the Business Day prior to an Interest Payment Date, in the case of payments made by electronic funds transfer. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Note, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Trustee, as the case may be. Such written request may be mailed or hand delivered or sent by cable, will issue to such person a replacement cheque telex or other form of facsimile transmission. The Holder may only elect to receive payment in such Specified Currency for all such principal, premium, if any, and interest payments and need not file a like amount upon being furnished with separate election for each payment. The election will remain in effect until revoked by written notice to the Trustee, but written notice of any such evidence of non-receipt revocation must be received by the Trustee on or prior to the applicable Record Date or at least fifteen (15) calendar days prior to the Maturity Date, as it shall reasonably require and upon being indemnified to its satisfactionthe case may be. Notwithstanding the foregoing, if the Corporation applicable Specified Currency is not available for the payment of principal, premium, if any, or Trustee is prevented by interest with respect to such note due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its control obligations to the Holder by making such payment in Canadian dollars on the basis of the Market Exchange Rate on the second (including2nd) Business Day prior to such payment or, without limitationif such Market Exchange Rate is not then available, any interruption on the basis of the most recently available Market Exchange Rate. Any payment made in mail serviceCanadian dollars under the circumstances set forth above where the required payment is in a Specified Currency other than Canadian dollars will not constitute a payment default under such Note or under the Principal Indenture. All determinations referred to above made by the Company or its agent (including the Exchange Rate Agent) from making payment of any interest due on each Note shall be at its sole discretion and shall, in the manner provided aboveabsence of manifest error, be conclusive and for all purposes binding on the Corporation or Trustee may make payment Holder of such interest or make such interest available for payment in any other manner acceptable to the Trustee, acting reasonably, with the same effect as though payment had been made in the manner provided aboveof a Note.
(ciii) All Interest payments for a Note shall be computed and paid on the basis of:
(i) a 360-day year of twelve 30-day months if the Day Count Convention specified therein is “30/360” for the relevant period, (ii) the actual number of days in the related month and a 360-day year if the Day Count Convention specified therein is “Actual/360” for the relevant period, (iii) the actual number of days in the related month and a 365-day year if the Day Count Convention specified therein is “Actual/365” for the relevant period, or (iv) such other basis as may be specified in a Note or in the Pricing Supplement applicable thereto.
(iv) For the purpose only of disclosure required by the Interest Act (Canada) and without affecting the interest payable on a Note, where it is necessary to calculate any amount of interest payable on a Note based on a rate of interest for a period of less than one (1) full year, the year rate of interest to which such rate of interest is equivalent shall be (A) where the Day Count Convention specified above is other than “Actual/365”, the rate of interest payable with respect to such Note multiplied by the number of days in the year for which such calculation is made and divided by 360, and (B) where the Day Count Convention specified above is “Actual/365”, the rate of interest payable with respect to such Note multiplied by the number of days in the year for which such calculation is made and divided by 365.
(b) The following terms and conditions shall apply to the determination of interest payable on a Floating Rate Note unless otherwise provided in the Floating Rate Note or in the Pricing Supplement applicable thereto:
(i) A Floating Rate Note shall bear interest at the rate determined by reference to the applicable Interest Rate Basis specified therein: (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any. Commencing on the first Interest Reset Date, the rate at which interest on the Floating Rate Note shall be payable shall be reset as of each Interest Reset Date specified therein; provided, however, that the interest rate in effect for the period from the Original Issue Date to but excluding the first Interest Reset Date will be the initial interest rate (the “Initial Interest Rate”). Notwithstanding the foregoing, if a Floating Rate Note is designated in such note as having an Addendum attached, such Note shall bear interest in accordance with the terms described in such Addendum.
(ii) Interest on a Floating Rate Note will be determined by reference to the applicable Interest Rate Basis or Interest Rate Bases, which may, as described below, include: (i) the BA Rate, (ii) LIBOR, (iii) the Cdn. Prime Rate, or (iv) such other Interest Rate Basis or interest rate formula as may be set forth therein and described in the applicable Addendum.
(iii) The interest rate on a Floating Rate Note in effect on each day shall be the interest rate determined as of the most recent Interest Determination Date.
(iv) The interest rate payable on a Floating Rate Note applicable to each Interest Reset Period commencing on the Interest Reset Date with respect to such Interest Reset Period will be the rate determined as of the applicable Interest Determination Date. Each Interest Rate Basis shall be the rate determined in accordance with the applicable provisions below. The rate of interest on the Global Note shall be made by electronic funds transfer or certified cheque made payable to the Depository or its nominee on the day interest is payable by 10:00 a.m. (Vancouver time) for subsequent payment to Beneficial Holders of the applicable Global Note, unless the Corporation, the Trustee and the Depository otherwise agree. None of the Corporation, the Trustee or any agent of the Trustee for any Note issued as a Global Floating Rate Note will be liable reset daily, weekly, monthly, quarterly, semi-annually, annually or responsible pursuant to any person for any aspect of such other period as specified in the records related to or payments made on account of beneficial interests in any Global Floating Rate Note or for maintainingin the Pricing Supplement applicable thereto. Unless otherwise specified in the Floating Rate Note or in the Pricing Supplement applicable thereto, reviewingthe Interest Reset Date(s) will be, or supervising any records relating to such beneficial interests.if the Interest Reset Period set forth in the Floating Rate Note is:
(di) If the Corporation pays the interest on the Notes directlydaily, each Business Day; (ii) weekly, the Corporation will provide the Trustee an Officer’s Certificate confirming such payment with relevant details.Wednesday of each week;
Appears in 1 contract
Sources: Forty Third Supplemental Indenture
Interest on the Notes. (a) The Interest Payment Dates for Floating Rate Notes shall bear Each floating rate note (a “Floating Rate Note”) bears interest on its outstanding nominal amount from July 31, 2014 the Interest Commencement Date at the rate of 8.0% per annum (based expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on a year each Interest Payment Date. The amount of 365 days and interest payable shall be determined in accordance with Section 3.12. Such Interest Payment Date(s) is/are either specified in this Indenture, supplemental indenture, the actual number of days in Notes or the relevant interest period), payable quarterly in arrears on the last day of January, April, July and October in each fiscal year of the Corporation during the term of the Note applicable Final Terms for any particular Series (each, an “Specified Interest Payment Date”)) or, the first such payment to fall due on October 31if no Specified Interest Payment Date(s) is/are shown, 2014 (which shall represent interest from July 31, 2014 to but excluding October 31, 2014) and the last such payment (representing interest payable from the last Interest Payment Date toshall mean each date which falls the number of months or other period shown as the Interest Period after the preceding Interest Payment Date or, but excluding, in the Maturity Date case of the Notes) to fall due on April 2, 2018, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded quarterly; provided, however, that if the Corporation fails to make an interest payment as set forth in this paragraph (a) on or before the Cure Deadline applicable to such first Interest Payment Date, after the Corporation shall pay to the Noteholder an additional interest payment in respect of that Interest Payment Date in an amount equal to 10.0% of the interest payment that was otherwise due on that Interest Payment Commencement Date. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The record dates for the payment of interest on the Notes will be the eighth Business Day prior to the applicable Interest Payment Date. Any interest calculation shall be based on the number of days of the period being calculated such that it includes July 31, 2014 or the last Interest Payment Date, whichever shall be the later, to and excluding the next date interest is payable. Interest on all Notes issued hereunder shall cease to accrue on, but not including, the Maturity Date, Redemption Date, Date of Conversion, Change of Control Payment Date or Sale Payment Date, as applicable, for such Notes, unless, upon due presentation, payment of principal or delivery of amounts, securities or other property payable or deliverable hereunder and payment of any accrued and unpaid interest or other amounts payable hereunder is improperly withheld or refused.
(b) With respect Rate of Interest for Fixed Rate Notes Each fixed rate note (a “Fixed Rate Note”) bears interest on its outstanding nominal amount from the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the payment Rate of Interest, such interest being payable in cash on the Notes, except as otherwise specified in a resolution of the Board of Directors, an Officers’ Certificate or a supplemental indenture, as interest becomes due arrear on each Note (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Note), the Corporation, either directly or through the Trustee or any agent of the Trustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Trustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Note appearing on the registers maintained by the Trustee at the close of business on the Business Day before the eighth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register. If payment is made by cheque, such cheque shall be forwarded at least three Business Days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Trustee must receive confirmation of receipt of funds prior to being able to wire funds or mail cheques to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Note becomes due. If payment is to be sent or forwarded by the Trustee on behalf of the Corporation, the Corporation shall deliver the necessary funds to the Trustee by 10:00 a.m. (Vancouver time) (i) on the fourth Business Day prior to an Interest Payment Date, in the case of payments made by cheque, or (ii) on the Business Day prior to an Interest Payment Date, in the case of payments made by electronic funds transfer. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Note, unless payable shall be determined in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Trustee, as the case may be, will issue to such person a replacement cheque or other payment for a like amount upon being furnished accordance with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation or Trustee is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Note in the manner provided above, the Corporation or Trustee may make payment of such interest or make such interest available for payment in any other manner acceptable to the Trustee, acting reasonably, with the same effect as though payment had been made in the manner provided aboveSection 3.12.
(c) All payments Rate of interest on the Global Note Interest for Floating Rate Notes The Rate of Interest in respect of Floating Rate Notes for each Interest Period shall be made by electronic funds transfer determined in the manner specified in this Indenture, supplemental indenture, the Notes or certified cheque made payable to the Depository or its nominee on the day interest is payable by 10:00 a.m. (Vancouver time) for subsequent payment to Beneficial Holders of the applicable Global NoteFinal Terms for any particular Series, unless the Corporation, the Trustee and the Depository otherwise agree. None of the Corporation, the Trustee or any agent of the Trustee for any Note issued as a Global Note will be liable or responsible provisions below relating to any person for any aspect of the records related to ISDA Determination, Screen Rate Determination or payments made on account of beneficial interests in any Global Note or for maintainingLinear Interpolation shall apply, reviewing, or supervising any records relating to such beneficial interestsdepending upon which is so specified.
(di) If the Corporation pays the interest on the Notes directly, the Corporation will provide the Trustee an Officer’s Certificate confirming such payment with relevant details.ISDA Determination for Floating Rate Notes
Appears in 1 contract
Sources: Indenture