Payments of Principal and Interest. 2.1 From and after the date of this Note, interest on the unrepaid advances of the principal sum from date of disbursement by Payee at the Variable Rate shall be due and payable monthly on the first day of each month commencing January, 1998, and continuing on the first day of each month thereafter through the Maturity Date. Notwithstanding the foregoing, Maker shall have the option to convert the interest rate charged on all or portions of the outstanding principal balance to a LIBOR Rate as set forth in Section 2.2 hereof. In the event Maker shall effectively convert the interest charged on all or portions of the outstanding principal balance pursuant to Section 2.2, interest on such portions shall accrue and be due and payable as set forth in Section 2.2. 2.2 Maker may, at any time, exercise Maker's Interest Rate Conversion Option to convert the interest rate payable hereunder on a Designated LIBOR Rate Amount from the variable Rate to a LIBOR Rate for the LIBOR Period. Maker shall be entitled to request a Rate Quote from Payee by submitting a Rate Quote Request. In the event Maker desires to accept a Rate Quote, Maker shall deliver to Payee an Interest Rate Notice of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing on the applicable Interest Rate Conversion Date, interest on the applicable Designated LIBOR Rate Amount shall accrue at the LIBOR Rate indicated in the applicable Rate Quote and interest payments shall be due and payable monthly at such LIBOR Rate for the applicable LIBOR Period, commencing on the first day of the first month next immediately following the applicable Interest Rate Conversion Date and continuing through the applicable Reconversion Date, at which time the interest rate payable hereunder on such Designated LIBOR Rate Amount shall automatically reconvert to the Variable Rate and monthly payments shall be due and payable in accordance with Section 2.1, above, thereafter throughout the balance of the term of this Note, unless reconverted by Maker's re-exercise of an Interest Rate Conversion Option, in which case a new LIBOR Rate and LIBOR Period shall then be determined. 2.3 All interest payable in accordance with this Note shall be calculated on the basis of the actual number of calendar days elapsed but computed on a daily basis as if each year consisted of 360 days. 2.4 All principal and all accrued and unpaid interest shall be due and payable in full on the Maturity Date. 2.5 In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Payee with any request or directive of any such authority (whether or not having the force of law) (each of the foregoing being referred to as a "Regulatory Requirement"), shall (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under this Note (other than taxes imposed on the overall net income of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Payee, or (c) shall impose any other condition, requirement or charge with respect to this Note or the Loan Documents (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to the extent Payee is not compensated therefor in the computation of the interest rates applicable to the Loan. A detailed statement as to the amount of such increased cost, reduced sum receivable or reduced rate of return, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes, absent manifest error in determination. Payee shall promptly notify Maker of any event occurring after the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not intended to increase the yield to payee above the rates of interest provided for in this Note. 2.6 Notwithstanding any other provision of this Note to the contrary, if, upon receiving an Interest Rate Notice of Election (a) deposits in U.S. dollars for periods comparable to the LIBOR Period are not available to Payee in the London Interbank Market, or (b) the LIBOR Rate will not accurately cover the cost to Payee of making or maintaining the related Designated LIBOR Rate Amount, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance the relevant Designated LIBOR Rate Amount or (ii) to continue any outstanding sum as a Designated LIBOR Rate Amount or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion to the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advances. 2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued interest thereon to the date of payment and all amounts due to the affected Payee under Section 2.8, (a) on the last day of the then-current LIBOR Period, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this Section 2.7, Maker may, at its option, and at the time provided in this Section 2.7, convert any affected advance or a portion thereof to the Variable Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest on the affected advance to the date of conversion and all amounts due to Payee under Section 2.8. 2.8 If Maker makes any payment of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee in accordance with Section 2.2, or fails to make any payment of principal or interest in respect of a Designated LIBOR Amount when due or at the Maturity Date, the Maker shall reimburse Payee on demand for any resulting actual and direct loss or expense incurred by Payee, determined in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties. A detailed statement as to the amount of such loss or expense, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes absent manifest error in determination. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Agreement. 2.9 The provisions of sections 2.5 and 2.8 shall survive the termination and payment in full of this Note.
Appears in 2 contracts
Sources: Loan Agreement (Core Molding Technologies Inc), Loan Agreement (Core Materials Corp)
Payments of Principal and Interest. 2.1 From The Trustee will pay the principal amount of each Certificated Note at Maturity upon presentation of such Note to the Trustee. Such payment, together with payment of interest due at Maturity of such Note, will be made in funds available for immediate use by the Holder of such Note. Certificated Notes presented to the Trustee at Maturity for payment will be cancelled by the Trustee in accordance with the terms of the Indenture and returned to the Issuer. All interest payments on a Certificated Note (other than interest due at Maturity) will be made by check drawn on the Trustee (or another Person appointed by the Trustee) and mailed by the Trustee to the Person entitled thereto as provided in such Note. Following each Regular Record Date and Special Record Date, the Trustee will furnish the Issuer with a list of interest payments to be made on the following Interest Payment Date for each Certificated Note and in total for all Certificated Notes. Interest at Maturity will be payable to the Person to whom the payment of principal is payable. The Trustee will provide monthly to the Issuer lists of principal and interest to be paid on Certificated Notes maturing in the next month. The Trustee will be responsible for withholding taxes on interest paid on Certificated Notes as required by applicable law. On the first Business Day of each month, the Trustee will deliver to the Issuer by facsimile transmission a written statement, indicating the total principal amount of Outstanding Certificated Notes for which it serves as trustee as of the immediately preceding Business Day. If any Interest Payment Date for a Fixed Rate Certificated Note is scheduled to occur on a day that is not a Business Day with respect to such Fixed Rate Certificated Note, the payment due on such Interest Payment Date will be made on the following day that is a Business Day with respect to such Fixed Rate Certificated Note, and no interest shall accrue on the amount payable on such Interest Payment Date for the period from and after such Interest Payment Date to such following day that is a Business Day. If any Interest Payment Date for a Floating Rate Certificated Note is scheduled to occur on a day that is not a Business Day with respect to such Floating Rate Certificated Note, such Interest Payment Date will be the following day that is a Business Day with respect to such Floating Rate Certificated Note; PROVIDED, HOWEVER, that in the case of a Floating Rate Certificated Note that is a LIBOR Note (or a Floating Rate Certificated Note for which LIBOR is the applicable Base Rate), if such Business Day is in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding day that is a Business Day. If the date of Maturity of a Certificated Note is scheduled to occur on a day that is not a Business Day with respect to such Certificated Note, the payment due at Maturity will be made on the following day that is a Business Day with respect to such Certificated Note, and no interest shall accrue on the amount payable at Maturity for the period from and after the date of this Note, interest on the unrepaid advances of the principal sum from date of disbursement by Payee at the Variable Rate shall be due and payable monthly on the first day of each month commencing January, 1998, and continuing on the first day of each month thereafter through the Maturity Date. Notwithstanding the foregoing, Maker shall have the option to convert the interest rate charged on all or portions of the outstanding principal balance to a LIBOR Rate as set forth in Section 2.2 hereof. In the event Maker shall effectively convert the interest charged on all or portions of the outstanding principal balance pursuant to Section 2.2, interest on such portions shall accrue and be due and payable as set forth in Section 2.2Maturity.
2.2 Maker may, at any time, exercise Maker's Interest Rate Conversion Option to convert the interest rate payable hereunder on a Designated LIBOR Rate Amount from the variable Rate to a LIBOR Rate for the LIBOR Period. Maker shall be entitled to request a Rate Quote from Payee by submitting a Rate Quote Request. In the event Maker desires to accept a Rate Quote, Maker shall deliver to Payee an Interest Rate Notice of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing on the applicable Interest Rate Conversion Date, interest on the applicable Designated LIBOR Rate Amount shall accrue at the LIBOR Rate indicated in the applicable Rate Quote and interest payments shall be due and payable monthly at such LIBOR Rate for the applicable LIBOR Period, commencing on the first day of the first month next immediately following the applicable Interest Rate Conversion Date and continuing through the applicable Reconversion Date, at which time the interest rate payable hereunder on such Designated LIBOR Rate Amount shall automatically reconvert to the Variable Rate and monthly payments shall be due and payable in accordance with Section 2.1, above, thereafter throughout the balance of the term of this Note, unless reconverted by Maker's re-exercise of an Interest Rate Conversion Option, in which case a new LIBOR Rate and LIBOR Period shall then be determined.
2.3 All interest payable in accordance with this Note shall be calculated on the basis of the actual number of calendar days elapsed but computed on a daily basis as if each year consisted of 360 days.
2.4 All principal and all accrued and unpaid interest shall be due and payable in full on the Maturity Date.
2.5 In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Payee with any request or directive of any such authority (whether or not having the force of law) (each of the foregoing being referred to as a "Regulatory Requirement"), shall (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under this Note (other than taxes imposed on the overall net income of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Payee, or (c) shall impose any other condition, requirement or charge with respect to this Note or the Loan Documents (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to the extent Payee is not compensated therefor in the computation of the interest rates applicable to the Loan. A detailed statement as to the amount of such increased cost, reduced sum receivable or reduced rate of return, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes, absent manifest error in determination. Payee shall promptly notify Maker of any event occurring after the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not intended to increase the yield to payee above the rates of interest provided for in this Note.
2.6 Notwithstanding any other provision of this Note to the contrary, if, upon receiving an Interest Rate Notice of Election (a) deposits in U.S. dollars for periods comparable to the LIBOR Period are not available to Payee in the London Interbank Market, or (b) the LIBOR Rate will not accurately cover the cost to Payee of making or maintaining the related Designated LIBOR Rate Amount, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance the relevant Designated LIBOR Rate Amount or (ii) to continue any outstanding sum as a Designated LIBOR Rate Amount or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion to the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advances.
2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued interest thereon to the date of payment and all amounts due to the affected Payee under Section 2.8, (a) on the last day of the then-current LIBOR Period, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this Section 2.7, Maker may, at its option, and at the time provided in this Section 2.7, convert any affected advance or a portion thereof to the Variable Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest on the affected advance to the date of conversion and all amounts due to Payee under Section 2.8.
2.8 If Maker makes any payment of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee in accordance with Section 2.2, or fails to make any payment of principal or interest in respect of a Designated LIBOR Amount when due or at the Maturity Date, the Maker shall reimburse Payee on demand for any resulting actual and direct loss or expense incurred by Payee, determined in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties. A detailed statement as to the amount of such loss or expense, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes absent manifest error in determination. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Agreement.
2.9 The provisions of sections 2.5 and 2.8 shall survive the termination and payment in full of this Note.
Appears in 2 contracts
Sources: Distribution Agreement (Walt Disney Co/), Distribution Agreement (Walt Disney Co/)
Payments of Principal and Interest. 2.1 From Interest (and after principal, if any, payable other than at Stated Maturity or upon acceleration or redemption) shall be paid in immediately available funds to the Person in whose name a Security is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration or redemption shall be paid to the Person to whom principal will be payable; provided further, that if and to the extent IRSA defaults in the payment of the interest, including any Additional Amounts, due on such Interest Payment Date, such defaulted interest, including any Additional Amounts, shall be paid to the Person in whose names such Securities are registered at the end of a subsequent record date established by IRSA by notice given by mail by or on behalf of IRSA to the Holders of the Securities not less than fifteen (15) days preceding such subsequent record date, such record date to be not less than fifteen (15) days preceding the date of this Notepayment in respect of such defaulted interest. Unless otherwise specified in the resolutions of the Board of Directors or indenture supplemental hereto related to the Series of such Securities, the first payment of interest on any Security originally issued between a Regular Record Date and an Interest Payment Date shall be made on the unrepaid advances Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. Unless otherwise specified in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the Series of such Securities, the “Regular Record Date” with respect to any Security will be the date fifteen (15) calendar days prior to each Interest Payment Date, whether or not such date is a Business Day. Payments of the principal sum from of and any premium, interest, Additional Amounts and other amounts on or in respect of any Security at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds upon surrender of disbursement by Payee such Security at the Variable Rate Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Security is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of Securities to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due and payable monthly on date for such payments to the first day of each month commencing January, 1998, and continuing on the first day of each month thereafter through the Maturity Date. Notwithstanding the foregoing, Maker shall have the option to convert the interest rate charged on all or portions address of the outstanding principal balance to a LIBOR Rate Person entitled thereto as set forth it appears in Section 2.2 hereof. In the event Maker shall effectively convert Register; provided that (a) DTC and the interest charged on all or portions Common Depositary, as Holders of the outstanding principal balance pursuant to Section 2.2Global Securities, interest on such portions shall accrue and be due and payable as set forth in Section 2.2.
2.2 Maker may, at any time, exercise Maker's Interest Rate Conversion Option to convert the interest rate payable hereunder on a Designated LIBOR Rate Amount from the variable Rate to a LIBOR Rate for the LIBOR Period. Maker shall be entitled to request a Rate Quote from Payee receive payments of interest by submitting a Rate Quote Request. In the event Maker desires to accept a Rate Quotewire transfer of immediately available funds, Maker shall deliver to Payee an Interest Rate Notice of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing on the applicable Interest Rate Conversion Date, interest on the applicable Designated LIBOR Rate Amount shall accrue at the LIBOR Rate indicated in the applicable Rate Quote and interest payments shall be due and payable monthly at such LIBOR Rate for the applicable LIBOR Period, commencing on the first day of the first month next immediately following the applicable Interest Rate Conversion Date and continuing through the applicable Reconversion Date, at which time the interest rate payable hereunder on such Designated LIBOR Rate Amount shall automatically reconvert to the Variable Rate and monthly payments shall be due and payable in accordance with Section 2.1, above, thereafter throughout the balance of the term of this Note, unless reconverted by Maker's re-exercise of an Interest Rate Conversion Option, in which case a new LIBOR Rate and LIBOR Period shall then be determined.
2.3 All interest payable in accordance with this Note shall be calculated on the basis of the actual number of calendar days elapsed but computed on a daily basis as if each year consisted of 360 days.
2.4 All principal and all accrued and unpaid interest shall be due and payable in full on the Maturity Date.
2.5 In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Payee with any request or directive of any such authority (whether or not having the force of law) (each of the foregoing being referred to as a "Regulatory Requirement"), shall (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under this Note (other than taxes imposed on the overall net income of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) a Holder of U.S. $1,000,000 (or the approximate equivalent thereof in a Specified Currency other than U.S. dollars) in aggregate principal or face amount of Securities of the same Series shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the account of, or credit extended United States as may have been appropriately designated by Payee, or such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due and (c) shall impose any other condition, requirement or charge with respect to this Note or the Loan Documents (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to the extent Payee that the Holder of a Security issued and denominated in a Specified Currency other than U.S. dollars elects to receive payment of the principal of and any premiums, interest, Additional Amounts and other amounts on or in respect of such Security at Stated Maturity or upon redemption in such Specified Currency, such payment, except in circumstances described in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the relevant Series, shall be made by wire transfer of immediately available funds to an account specified in writing not less than fifteen (15) days prior to the date such payment is due by the Holder to the Trustee. Unless such designation is revoked, any such designation made by such Holder with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Holder. If the principal of or any premium, interest, Additional Amounts or other amounts on any Security is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not compensated therefor available due to the imposition of exchange controls or other circumstances beyond IRSA’s control, or is no longer used by the government of the country issuing such currency or for settlement of transactions by public institutions of or within the international banking community, then IRSA, until such currency is again available or so used, will be entitled, to the extent permitted by Argentine law, to satisfy its obligations to the Holder of such Securities by making such payment in U.S. dollars at the Exchange Rate for such Specified Currency on the Payment Date. The making of any payment in respect of any Security in U.S. dollars under the foregoing circumstances will not constitute an Event of Default under such Security. If so specified in the computation resolutions of the interest rates applicable Board of Directors or indenture supplemental hereto related to a Series of Securities denominated in a Specified Currency other than U.S. dollars, payments of principal, interest, Additional Amounts or other amounts on or in respect of any such Security shall, to the Loanextent permitted by applicable law, be made in U.S. dollars, calculated at the Exchange Rate for the Payment Date, if the Holder of such Security on the relevant Regular Record Date or at Stated Maturity, as the case may be, has transmitted a written request for such payment in U.S. dollars to the Trustee and the applicable Paying Agent on or prior to such Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. A detailed statement Such request may be in writing (mailed or hand delivered) or by facsimile transmission. Any such request made with respect to any Security by a Holder will remain in effect with respect to any further payments of principal, interest, Additional Amounts or other amounts on or in respect of such Security payable to such Holder, unless such request is revoked on or prior to the relevant Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. The U.S. dollar amount to be received by a Holder of a Security denominated in a Specified Currency other than U.S. dollars who elects to receive payment in U.S. dollars will be based on the Exchange Rate, on the second (2nd) Business Day next preceding the applicable Payment Date. If Exchange Rate quotations are not available on the second (2nd) Business Day preceding the applicable Payment Date, such payment will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on any Security denominated in a Specified Currency other that U.S. dollars will be borne by the Holder thereof by deductions from payment of the currency exchange being effected on behalf of the Holder by the Exchange Rate Agent. Unless otherwise specified in the terms of a Series of Securities, Securities denominated in a Specified Currency other than U.S. dollars will provide that, in the event of an official redenomination of the currency, the obligations of IRSA with respect to payments on such Securities shall, in all cases, be deemed immediately following such redenomination to provide for payment of that amount of the redenominated currency representing the amount of such increased cost, reduced sum receivable or reduced rate of return, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes, absent manifest error in determination. Payee shall promptly notify Maker of any event occurring after the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not intended to increase the yield to payee above the rates of interest provided for in this Noteobligations immediately before such redenomination.
2.6 Notwithstanding any other provision of this Note to the contrary, if, upon receiving an Interest Rate Notice of Election (a) deposits in U.S. dollars for periods comparable to the LIBOR Period are not available to Payee in the London Interbank Market, or (b) the LIBOR Rate will not accurately cover the cost to Payee of making or maintaining the related Designated LIBOR Rate Amount, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance the relevant Designated LIBOR Rate Amount or (ii) to continue any outstanding sum as a Designated LIBOR Rate Amount or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion to the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advances.
2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued interest thereon to the date of payment and all amounts due to the affected Payee under Section 2.8, (a) on the last day of the then-current LIBOR Period, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this Section 2.7, Maker may, at its option, and at the time provided in this Section 2.7, convert any affected advance or a portion thereof to the Variable Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest on the affected advance to the date of conversion and all amounts due to Payee under Section 2.8.
2.8 If Maker makes any payment of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee in accordance with Section 2.2, or fails to make any payment of principal or interest in respect of a Designated LIBOR Amount when due or at the Maturity Date, the Maker shall reimburse Payee on demand for any resulting actual and direct loss or expense incurred by Payee, determined in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties. A detailed statement as to the amount of such loss or expense, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes absent manifest error in determination. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Agreement.
2.9 The provisions of sections 2.5 and 2.8 shall survive the termination and payment in full of this Note.
Appears in 2 contracts
Sources: Indenture (Irsa Investments & Representations Inc), Indenture (Irsa Investments & Representations Inc)
Payments of Principal and Interest. 2.1 From and after Prior to the date of this Noterespective ----------------------------------- Store Tranche Commencement Date, Borrower shall pay interest only on the unrepaid advances of the principal sum from date of disbursement by Payee Advances, at the Variable Rate shall be due and payable monthly Interim Interest Rate, in arrears, on the first day of each month commencing Januarymonth. From and after the applicable Store Tranche Commencement Date, 1998, and continuing on the first day of each month thereafter through the Maturity Date. Notwithstanding the foregoing, Maker shall have the option to convert the interest rate charged on all provided there is no Default hereunder or portions under any of the other Loan Documents and provided further that there has been no material adverse change in the business, operations or financial condition of Borrower or in the Collateral, the aggregate Advances made with respect to such Store outstanding principal balance as of the applicable Store Tranche Commencement Date shall automatically convert to a LIBOR Rate fixed term obligation (the fixed term obligations are hereinafter referred to individually, as set forth a "Store Tranche" and collectively, as the "Store Tranches"). Each Store Tranche, together with interest thereon at the applicable Store Tranche Interest Rate, shall be repaid in Section 2.2 hereof. In sixty (60) equal consecutive monthly payments of principal and interest each in an amount which will fully amortize such Store Tranche at the event Maker shall effectively convert the interest charged on all or portions of the outstanding principal balance pursuant to Section 2.2, interest on such portions shall accrue and be due and payable as set forth in Section 2.2.
2.2 Maker may, at any time, exercise Maker's applicable Store Tranche Interest Rate Conversion Option to convert over the Term of such Store Tranche. The first such monthly payment of principal and interest rate payable hereunder on a Designated LIBOR Rate Amount from the variable Rate with respect to a LIBOR Rate for the LIBOR Period. Maker shall be entitled to request a Rate Quote from Payee by submitting a Rate Quote Request. In the event Maker desires to accept a Rate Quote, Maker shall deliver to Payee an Interest Rate Notice of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing on the applicable Interest Rate Conversion Date, interest on the applicable Designated LIBOR Rate Amount shall accrue at the LIBOR Rate indicated in the applicable Rate Quote and interest payments Store Tranche shall be due and payable monthly at such LIBOR Rate for the applicable LIBOR Period, commencing on the first day of the first second month next immediately following succeeding the applicable Interest Rate Conversion Store Tranche Commencement Date and continuing the payments shall continue on a like day in each and every month thereafter through and including the Maturity Date applicable to such Store Tranche; provided that (i) if the applicable Reconversion Store Tranche Commencement Date is the first day of a month, the first such monthly payment of principal and interest shall be due on the first day of the immediately succeeding month, and (ii) if the applicable Store Tranche Commencement Date is not the first day of the month, Borrower shall pay, on the first day of the month immediately succeeding such Store Tranche Commencement Date, interest only, at which time the interest rate payable hereunder on such Designated LIBOR Rate Amount shall automatically reconvert applicable Store Tranche Interest Rate, from the applicable Store Tranche Commencement Date to the Variable Rate last day of the month in which such Store Tranche Commencement Date occurs. Lender shall compute the amount of each payment and monthly payments advise Borrower of such amount. The entire unpaid principal balance of a Store Tranche which was not payable earlier, whether due to regularly scheduled payments, acceleration or otherwise, together with any unpaid interest, fees, costs and charges shall be due and payable in accordance with Section 2.1, above, thereafter throughout on the balance applicable Maturity Date. After the maturity of all or any part of the term of this NoteLoan (by acceleration or otherwise), unless reconverted by Maker's re-exercise of an Interest Rate Conversion Option, in which case a new LIBOR Rate and LIBOR Period shall then be determined.
2.3 All interest payable in accordance with this Note shall be calculated on the basis of the actual number of calendar days elapsed but computed on a daily basis as if each year consisted of 360 days.
2.4 All principal and all accrued and unpaid interest Loan or such part thereof shall be due and payable in full on the Maturity Date.
2.5 In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Payee with any request or directive of any such authority (whether or not having the force of law) (each of the foregoing being referred to as a "Regulatory Requirement"), shall (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under this Note (other than taxes imposed on the overall net income of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Payee, or (c) shall impose any other condition, requirement or charge with respect to this Note or the Loan Documents (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to the extent Payee is not compensated therefor in the computation of the interest rates applicable to the Loan. A detailed statement as to the amount of such increased cost, reduced sum receivable or reduced rate of return, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes, absent manifest error in determination. Payee shall promptly notify Maker of any event occurring after the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not intended to increase the yield to payee above the rates of interest provided for in this Note.
2.6 Notwithstanding any other provision of this Note to the contrary, if, upon receiving an Interest Rate Notice of Election (a) deposits in U.S. dollars for periods comparable to the LIBOR Period are not available to Payee in the London Interbank Market, or (b) the LIBOR Rate will not accurately cover the cost to Payee of making or maintaining the related Designated LIBOR Rate Amount, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance the relevant Designated LIBOR Rate Amount or (ii) to continue any outstanding sum as a Designated LIBOR Rate Amount or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion to the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advances.
2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued interest thereon to the date of payment and all amounts due to the affected Payee under Section 2.8, (a) on the last day of the then-current LIBOR Period, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this Section 2.7, Maker may, at its option, and at the time provided in this Section 2.7, convert any affected advance or a portion thereof to the Variable Default Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest on the affected advance to the date of conversion and all amounts due to Payee under Section 2.8demand.
2.8 If Maker makes any payment of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee in accordance with Section 2.2, or fails to make any payment of principal or interest in respect of a Designated LIBOR Amount when due or at the Maturity Date, the Maker shall reimburse Payee on demand for any resulting actual and direct loss or expense incurred by Payee, determined in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties. A detailed statement as to the amount of such loss or expense, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes absent manifest error in determination. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Agreement.
2.9 The provisions of sections 2.5 and 2.8 shall survive the termination and payment in full of this Note.
Appears in 1 contract
Sources: Loan and Security Agreement (Big v Supermarkets Inc)
Payments of Principal and Interest. 2.1 From (a) Any installment of interest or principal payable on any Note which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the Record Date for such Payment Date by check mailed to such Person's address as it appears in the Note Register on such Record Date, except that with respect to a Note registered in the name of the nominee of a clearing agency (initially, such nominee to be Cede & Co.) payments will be made by wire transfer in immediately available funds to the account designated by such nominee in writing at least two Business Days prior to such Payment Date and except for the final installment of principal payable with respect to such Note (or the Redemption Price for any Note called for redemption), which shall be payable as provided in subsection (b) of this Section 2.09.
(b) All reductions in the principal amount of a Note (or one or more Predecessor Notes) effected by means of an allocation of the Realized Loss Amount or by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note (including the Redemption Price of any Note called for redemption pursuant to Section 10.01) shall be payable only upon presentation and surrender thereof on or after the date of this Note, interest on Payment Date or Redemption Date therefor at the unrepaid advances Corporate Trust Office or at the office or agency of the principal sum from date of disbursement Issuer maintained by Payee at the Variable Rate shall be due and payable monthly on the first day of each month commencing January, 1998, and continuing on the first day of each month thereafter through the Maturity Date. Notwithstanding the foregoing, Maker shall have the option to convert the interest rate charged on all or portions of the outstanding principal balance to a LIBOR Rate as it for such purpose set forth in Section 2.2 hereof3.02. In Whenever, on the event Maker shall effectively convert basis of Remittances on the interest charged Accounts received and expected to be received during the related Due Periods or on all or portions the related Payment Date, as applicable, the Issuer expects that the entire remaining unpaid principal amount of the outstanding principal balance Notes will become due and payable on the next Principal Payment Date, it shall, no later than ten days prior to such Principal Payment Date, mail or cause to be mailed to each Person in whose name a Note to be so retired is registered at the close of business on the Record Date that would otherwise be applicable to such Principal Payment Date a notice to the effect that:
(i) the Issuer expects that funds sufficient to pay such final installment will be available in the Collection Account on such Principal Payment Date, and
(ii) if such funds are available, (A) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the Corporate Trust Office or at the office or agency of the Issuer maintained for such purpose pursuant to Section 2.23.02 (the addresses of which shall be set forth in such notice), and (B) no interest shall accrue on such portions Note after such Principal Payment Date. Notices in connection with redemptions of Notes shall accrue contain the information set forth in, and be mailed in accordance with, Section 10.02.
(c) Subject to the foregoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such other Note. Any checks mailed pursuant to subsection (a) of this Section 2.09 and returned undelivered shall be held in accordance with Section 3.03.
(d) Not later than each Debt Service Requirement Determination Date, the Trustee shall prepare and deliver to the Issuer a statement with respect to the following Payment Date (a "Payment Date Statement") setting forth:
(i) the amount of Issuer Expenses paid or due to be paid in respect of the related Due Period;
(ii) the amount of the Available Funds for such Payment Date;
(iii) the amount of interest then due and payable on the Notes then Outstanding (stated separately as to each Class);
(iv) the Optimal Principal Amount for each Class;
(v) whether the Available Funds for such Payment Date will be sufficient to pay on such Payment Date all amounts specified in clause (iii) and, if not, the percentages of such amount which may be paid in accordance with the priorities set forth in Section 2.2.
2.2 Maker may, at any time, exercise Maker's Interest Rate Conversion Option to convert the interest rate payable hereunder on a Designated LIBOR Rate Amount 8.02(c) from the variable Rate amounts expected to a LIBOR Rate for the LIBOR Period. Maker shall be entitled to request a Rate Quote from Payee by submitting a Rate Quote Request. In the event Maker desires to accept a Rate Quote, Maker shall deliver to Payee an Interest Rate Notice of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing on the applicable Interest Rate Conversion Date, interest on the applicable Designated LIBOR Rate Amount shall accrue at the LIBOR Rate indicated available in the applicable Rate Quote Collection Account;
(vi) the Class Interest Shortfall (stated separately as to each Class);
(vii) the Collateral Deficiency Amount, if any;
(viii) the amounts included in such statement pursuant to clauses (iii) and (iv), expressed in each case per Individual Note, to be paid on such Payment Date;
(ix) the amount, if any, to be released to the Issuer pursuant to clause TWENTY-FIRST of Section 8.02(c);
(x) the total Realized Loss Amount and amount allocated to each Class of Notes and interest thereon;
(xi) the unpaid principal amount of each Class of Notes which will remain after giving effect to the payments shall to be due made on such Payment Date expressed both on an aggregate basis and payable monthly at such LIBOR Rate for per Individual Note;
(xii) the applicable LIBOR Period, commencing on the first day Cumulative Actual Net Economic Losses as of the first month next immediately following end of the applicable Interest Rate Conversion Date and continuing through related Due Period;
(xiii) the applicable Reconversion Date, at Economic Balance as of the end of the related Due Period of Accounts with respect to which time there is a material breach of any representation or warranty made in Section 3.11 or as to which there is a material defect in the interest rate payable hereunder on such Designated LIBOR Rate Amount shall automatically reconvert to the Variable Rate and monthly payments shall be due and payable related Account Documents in accordance with Section 2.13.12(b);
(xiv) the Minimum Target Overcollateralization Amount;
(xv) cumulative unreimbursed Realized Loss Amounts; and
(xvi) the Servicing Fee to be paid on such Payment Date. Each Payment Date Statement shall be delivered by the Trustee to the Issuer, above, thereafter throughout the balance each designee of the term Issuer specified in writing to the Trustee, ▇▇▇▇▇▇ Brothers Inc., S&P, the firm of this NoteIndependent Accountants appointed by the Issuer pursuant to Section 8.06(a) and, unless reconverted by Maker's re-exercise of an Interest Rate Conversion Optionupon request, in which case a new LIBOR Rate and LIBOR Period shall then be determined.
2.3 All interest payable in accordance with this Note shall be calculated on to the basis beneficial owners of the actual number of calendar days elapsed but computed on a daily basis as if each year consisted of 360 daysNotes.
2.4 All principal and all accrued and unpaid interest shall be due and payable in full on the Maturity Date.
2.5 In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Payee with any request or directive of any such authority (whether or not having the force of law) (each of the foregoing being referred to as a "Regulatory Requirement"), shall (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under this Note (other than taxes imposed on the overall net income of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Payee, or (c) shall impose any other condition, requirement or charge with respect to this Note or the Loan Documents (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to the extent Payee is not compensated therefor in the computation of the interest rates applicable to the Loan. A detailed statement as to the amount of such increased cost, reduced sum receivable or reduced rate of return, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes, absent manifest error in determination. Payee shall promptly notify Maker of any event occurring after the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not intended to increase the yield to payee above the rates of interest provided for in this Note.
2.6 Notwithstanding any other provision of this Note to the contrary, if, upon receiving an Interest Rate Notice of Election (a) deposits in U.S. dollars for periods comparable to the LIBOR Period are not available to Payee in the London Interbank Market, or (b) the LIBOR Rate will not accurately cover the cost to Payee of making or maintaining the related Designated LIBOR Rate Amount, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance the relevant Designated LIBOR Rate Amount or (ii) to continue any outstanding sum as a Designated LIBOR Rate Amount or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion to the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advances.
2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued interest thereon to the date of payment and all amounts due to the affected Payee under Section 2.8, (a) on the last day of the then-current LIBOR Period, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this Section 2.7, Maker may, at its option, and at the time provided in this Section 2.7, convert any affected advance or a portion thereof to the Variable Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest on the affected advance to the date of conversion and all amounts due to Payee under Section 2.8.
2.8 If Maker makes any payment of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee in accordance with Section 2.2, or fails to make any payment of principal or interest in respect of a Designated LIBOR Amount when due or at the Maturity Date, the Maker shall reimburse Payee on demand for any resulting actual and direct loss or expense incurred by Payee, determined in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties. A detailed statement as to the amount of such loss or expense, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes absent manifest error in determination. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Agreement.
2.9 The provisions of sections 2.5 and 2.8 shall survive the termination and payment in full of this Note.
Appears in 1 contract
Sources: Indenture (Mid State Trust Vi)
Payments of Principal and Interest. 2.1 From and after the date of this Note, interest on the unrepaid advances of the principal sum from date of disbursement by Payee at the Variable Rate shall be due and payable monthly on the first day of each month commencing January, 1998, and continuing on the first day of each month thereafter through the Maturity Date. Notwithstanding the foregoing, Maker shall have the option to convert the interest rate charged on all or portions of the outstanding principal balance to a LIBOR Rate as set forth in Section 2.2 hereof. In the event Maker shall effectively convert the interest charged on all or portions of the outstanding principal balance pursuant to Section 2.2, interest on such portions shall accrue and be due and payable as set forth in Section 2.2.
2.2 Maker may, at any time, exercise Maker's Interest Rate Conversion Option to convert the interest rate payable hereunder on a Designated LIBOR Rate Amount from the variable Rate to a LIBOR Rate for the LIBOR Period. Maker shall be entitled to request a Rate Quote from Payee by submitting a Rate Quote Request. In the event Maker desires to accept a Rate Quote, Maker shall deliver to Payee an Interest Rate Notice of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing on the applicable Interest Rate Conversion Date, interest on the applicable Designated LIBOR Rate Amount shall accrue at the LIBOR Rate indicated in the applicable Rate Quote and interest payments shall be due and payable monthly at such LIBOR Rate for the applicable LIBOR Period, commencing on the first day of the first month next immediately following the applicable Interest Rate Conversion Date and continuing through the applicable Reconversion Date, at which time the interest rate payable hereunder on such Designated LIBOR Rate Amount shall automatically reconvert to the Variable Rate and monthly payments shall be due and payable in accordance with Section 2.1, above, thereafter throughout the balance of the term of this Note, unless reconverted by Maker's re-exercise of an Interest Rate Conversion Option, in which case a new LIBOR Rate and LIBOR Period shall then be determined.
2.3 All interest payable in accordance with this Note shall be calculated on the basis of the actual number of calendar days elapsed but computed on a daily basis as if each year consisted of 360 days.
2.4 All principal and all accrued and unpaid interest shall be due and payable in full on the Maturity Date.
2.5 In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Payee with any request or directive of any such authority (whether or not having the force of law) (each of the foregoing being referred to as a "Regulatory Requirement"), shall (a) affect the basis Each payment of taxation or payments to Payee principal of any Designated LIBOR Rate Amount under this Note (other than taxes imposed and interest on the overall net income of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) a Book Entry Bond shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Payee, or (c) shall impose any other condition, requirement or charge with respect to this Note or the Loan Documents (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") be paid to the extent Payee is not compensated therefor in the computation of the interest rates applicable to the Loan. A detailed statement as to Depository, which shall credit the amount of such increased cost, reduced sum receivable or reduced rate payments to the accounts of return, prepared its Depository Participants in good faith and submitted by Payee to Maker, accordance with its normal procedures. Each Depository Participant shall be conclusive responsible for disbursing such payments to the Beneficial Owners of the Book Entry Bonds that it represents and binding to each indirect participating brokerage firm (a "brokerage firm" or "indirect participating firm") for all purposeswhich it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Beneficial Owners of the Book Entry Bonds that it represents. All such credits and disbursements are to be made by the Depository and the Depository Participants in accordance with the provisions of the Bonds. Neither the Trustee, absent manifest error the Bond Registrar nor the Issuer shall have any responsibility for such credits and disbursements. Each payment of principal of and interest on a Definitive Bond shall be paid to the Person in determination. Payee shall promptly notify Maker whose name such Bond (or one or more Predecessor Bonds) is registered at the close of any event occurring after business on the date of this Note that entitles Payee Record Date or Redemption Record Date, for such Payment Date or Redemption Date, by check mailed to additional compensation pursuant to this Section. This provision is such Person's address as it appears in the Bond Register on such Record Date or the Redemption Record Date, except for the benefit final installment of Payee principal payable with respect to such Bond, which shall be payable as provided in Section 2.09(b). All payments of principal of and is not intended to increase interest on the yield to payee above Bonds shall be made only from the rates Trust Estate and any other assets of interest provided the Issuer, and each Holder of the Bonds, by its acceptance of the Bonds, agrees that it shall have recourse solely against such Trust Estate and such other assets of the Issuer and that neither the Owner Trustee in its individual capacity, the Owner nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for in any amounts payable, or performance due, under the Bonds or this NoteIndenture.
2.6 Notwithstanding any other provision of this Note to the contrary, if, upon receiving an Interest Rate Notice of Election (a) deposits in U.S. dollars for periods comparable to the LIBOR Period are not available to Payee in the London Interbank Market, or (b) All reductions in the LIBOR Rate will not accurately cover the cost to Payee of making or maintaining the related Designated LIBOR Rate Amount, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance the relevant Designated LIBOR Rate Amount or (ii) to continue any outstanding sum as a Designated LIBOR Rate Amount or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion to the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advances.
2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of a Bond (or one or more Predecessor Bonds) effected by payments of installments of principal made on any Payment Date or Redemption Date shall be binding upon all Designated LIBOR Rate Amounts together with all accrued interest thereon to Holders of such Bond and any Bond issued upon transfer thereof or in exchange therefor or in lieu thereof. The final installment of principal of each Bond (including the date Redemption Price of any Bond called for optional redemption, if such optional redemption shall result in payment and all amounts due to the affected Payee under Section 2.8, (a) on the last day of the then-current LIBOR Period, if any, applicable to entire unpaid principal amount of any such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, Bond) shall be payable only upon presentation and surrender thereof on or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision is for after the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule Payment Date or regulation. As an alternative to the repayment obligation provided in this Section 2.7, Maker may, at its option, and Redemption Date therefor at the time provided office or agency of the Issuer maintained by it for such purpose in this Section 2.7, convert any affected advance or a portion thereof to the Variable Rate or to any Designated LIBOR Rate Amount Borough of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest on the affected advance to the date of conversion and all amounts due to Payee under Section 2.8.
2.8 If Maker makes any payment of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee in accordance with Section 2.2, or fails to make any payment of principal or interest in respect of a Designated LIBOR Amount when due or at the Maturity DateManhattan, the Maker shall reimburse Payee on demand for any resulting actual and direct loss or expense incurred by PayeeCity of New York, determined in Payee's reasonable opinionState of New York, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties. A detailed statement as pursuant to the amount of such loss or expense, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes absent manifest error in determination. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this AgreementSection 3.
2.9 The provisions of sections 2.5 and 2.8 shall survive the termination and payment in full of this Note.
Appears in 1 contract
Payments of Principal and Interest. 2.1 From Interest - Annual interest payments will be due on June 30 of each year, and after shall continue until the date unpaid principal balance of this NoteNote is paid in full. Borrower also has the option in the Investment Subscription Agreement to receive interest each year annually, or accrue interest on and receive all payments of interest at Maturity Date. If Borrower elects to reinvest accrued interest, the unrepaid advances interest will be compounded annually and added to the principal balance of the Note on June 30 of each year. Principal - At Lender’s election, ▇▇▇▇▇▇▇▇ will either pay Lender its principal sum from date at Maturity Date, or may delay repayment of disbursement by Payee at principal until all Community Capital Notes have been fully repaid (see below). All unpaid principal balance of this Note due and owing to Lender, as it may be adjusted in the Variable Rate shall manner set forth below, and together with any accrued but unpaid interest, will be due and payable monthly within 60 days following Maturity Date. The Maturity Date is June 30, 2025, but may, upon written notice given to Lender at least 90 days prior to the Maturity Date, be automatically extended for an additional five (5) year term such that the new Maturity Date is on the first day fifth anniversary of each month commencing Januarythe previous Maturity Date, 1998, and continuing on unless Lender gives notice to Borrower not less than 30 days prior to the first day of each month thereafter through next Maturity Date that Lender does not wish to extend the Maturity Date. Notwithstanding the foregoing, Maker shall have the option to convert the interest rate charged on all or portions of the outstanding principal balance to a LIBOR Rate as set forth in Section 2.2 hereof. In the event Maker shall effectively convert the interest charged on all or portions of the outstanding principal balance pursuant to Section 2.2, interest on such portions shall accrue and be due and payable as set forth in Section 2.2.
2.2 Maker may, at any time, exercise Maker's Interest Rate Conversion Option to convert the interest rate payable hereunder on a Designated LIBOR Rate Amount from the variable Rate to a LIBOR Rate for the LIBOR Period. Maker shall be entitled to request a Rate Quote from Payee by submitting a Rate Quote Request. In the event Maker desires to accept a Rate Quote, Maker shall deliver to Payee an Interest Rate Notice of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing on the applicable Interest Rate Conversion Date, interest on the applicable Designated LIBOR Rate Amount shall accrue at the LIBOR Rate indicated in the applicable Rate Quote and interest payments shall be due and payable monthly at such LIBOR Rate for the applicable LIBOR Period, commencing on the first day of the first month next immediately following the applicable Interest Rate Conversion Date and continuing through the applicable Reconversion Date, at which time the interest rate payable hereunder on such Designated LIBOR Rate Amount shall automatically reconvert to the Variable Rate and monthly payments shall be due and payable in accordance with Section 2.1, above, thereafter throughout the balance of the term of this Note, unless reconverted by Maker's re-exercise of an Interest Rate Conversion Option, in which case a new LIBOR Rate and LIBOR Period shall then be determined.
2.3 All interest payable in accordance with this Note shall be calculated on the basis of the actual number of calendar days elapsed but computed on a daily basis as if each year consisted of 360 days.
2.4 All principal and all accrued and unpaid interest shall be due and payable in full on the Maturity Date.
2.5 In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Payee with any request or directive of any such authority (whether or not having the force of law) (each of the foregoing being referred to as a "Regulatory Requirement"), shall (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under this Note (other than taxes imposed on the overall net income of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Payee, or (c) shall impose any other condition, requirement or charge with respect to this Note or the Loan Documents (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to To the extent Payee is not compensated therefor in the computation of the interest rates applicable to the Loan. A detailed statement as to such payment exceeds the amount of such increased costaccrued interest owed to Investor as of each Payment Date, reduced sum receivable or reduced rate the excess payment will be deemed a repayment of return, prepared in good faith principal and submitted by Payee to Maker, shall be conclusive and binding for all purposes, absent manifest error in determination. Payee shall promptly notify Maker of any event occurring after will reduce the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not intended to increase the yield to payee above the rates of interest provided for in principal balance due under this Note.
2.6 . Each payment to Lender will be accompanied by a statement summarizing payments since the previous Payment Date and indicating how each payment is calculated and how it is allocated between principal and interest. Lender will have the ability to have all unpaid principal and interest become a donation to TechSoup. If Borrower elects to have any unpaid interest and principal treated as a donation to TechSoup, TechSoup will provide Lenderr with appropriate documentation regarding such a donation. Notwithstanding any other provision of this Note contained herein, Borrower shall have the right to the contrary, if, upon receiving an Interest Rate Notice of Election (a) deposits in U.S. dollars for periods comparable to the LIBOR Period are not available to Payee in the London Interbank Market, prepay any or (b) the LIBOR Rate will not accurately cover the cost to Payee of making or maintaining the related Designated LIBOR Rate Amount, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance the relevant Designated LIBOR Rate Amount or (ii) to continue any outstanding sum as a Designated LIBOR Rate Amount or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion to the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advances.
2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued interest thereon to the date of payment and all amounts due to the affected Payee under Section 2.8, (a) on the last day of the then-current LIBOR Period, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, principal and outstanding interest owed hereunder at any time without penalty or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this Section 2.7, Maker may, at its option, and at the time provided in this Section 2.7, convert any affected advance or a portion thereof to the Variable Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest on the affected advance to the date of conversion and all amounts due to Payee under Section 2.8premium.
2.8 If Maker makes any payment of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee in accordance with Section 2.2, or fails to make any payment of principal or interest in respect of a Designated LIBOR Amount when due or at the Maturity Date, the Maker shall reimburse Payee on demand for any resulting actual and direct loss or expense incurred by Payee, determined in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties. A detailed statement as to the amount of such loss or expense, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes absent manifest error in determination. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Agreement.
2.9 The provisions of sections 2.5 and 2.8 shall survive the termination and payment in full of this Note.
Appears in 1 contract
Sources: Risk Capital Note (TechSoup Global)
Payments of Principal and Interest. 2.1 From PAYMENTS OF INTEREST ONLY. Promptly after each Regular Record Date, the Trustee will deliver to the Issuer and after DTC a written notice specifying by CUSIP number the date amount of this Note, interest to be paid on each Global Security on the unrepaid advances of the principal sum from date of disbursement by Payee at the Variable Rate shall be due and payable monthly on the first day of each month commencing January, 1998, and continuing on the first day of each month thereafter through the Maturity Date. Notwithstanding the foregoing, Maker shall have the option to convert the interest rate charged on all or portions of the outstanding principal balance to a LIBOR Rate as set forth in Section 2.2 hereof. In the event Maker shall effectively convert the interest charged on all or portions of the outstanding principal balance pursuant to Section 2.2, interest on such portions shall accrue and be due and payable as set forth in Section 2.2.
2.2 Maker may, at any time, exercise Maker's following Interest Rate Conversion Option to convert the interest rate payable hereunder on a Designated LIBOR Rate Amount from the variable Rate to a LIBOR Rate for the LIBOR Period. Maker shall be entitled to request a Rate Quote from Payee by submitting a Rate Quote Request. In the event Maker desires to accept a Rate Quote, Maker shall deliver to Payee an Interest Rate Notice of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing on the applicable Interest Rate Conversion Date, interest on the applicable Designated LIBOR Rate Amount shall accrue at the LIBOR Rate indicated in the applicable Rate Quote and interest payments shall be due and payable monthly at such LIBOR Rate for the applicable LIBOR Period, commencing on the first day of the first month next immediately following the applicable Interest Rate Conversion Payment Date and continuing through the applicable Reconversion Date, at which time the interest rate payable hereunder on such Designated LIBOR Rate Amount shall automatically reconvert to the Variable Rate and monthly payments shall be due and payable in accordance with Section 2.1, above, thereafter throughout the balance of the term of this Note, unless reconverted by Maker's re-exercise of an Interest Rate Conversion Option, in which case a new LIBOR Rate and LIBOR Period shall then be determined.
2.3 All interest payable in accordance with this Note shall be calculated on the basis of the actual number of calendar days elapsed but computed on a daily basis as if each year consisted of 360 days.
2.4 All principal and all accrued and unpaid interest shall be due and payable in full on the Maturity Date.
2.5 In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Payee with any request or directive of any such authority (whether or not having the force of law) (each of the foregoing being referred to as a "Regulatory Requirement"), shall (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under this Note (other than taxes imposed an Interest Payment Date coinciding with Stated Maturity) and the total of such amounts. DTC will check the amount payable on each Global Security on such Interest Payment Date as shown in the overall net income appropriate weekly supplements to the Corporate Registered Bond Interest Record published by Standard & Poor's Corporation. On such Interest Payment Date, the Issuer will pay to the Trustee the total amount of Payee by the jurisdiction, or by any political subdivision or taxing authority of any interest due on such jurisdictions in which Payee has its principal office), or Interest Payment Date (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Payee, or (c) shall impose any other condition, requirement or charge with respect to this Note or the Loan Documents (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirementthan at Stated Maturity), and the result Trustee will pay such amount to DTC at the times and in the manner set forth below under "Manner of Payment." If any of the foregoing change in external conditions Interest Payment Date for a Fixed Rate Book-Entry Note is scheduled to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return occur on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to the extent Payee a day that is not compensated therefor in the computation of the interest rates applicable to the Loan. A detailed statement as to the amount of such increased cost, reduced sum receivable or reduced rate of return, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes, absent manifest error in determination. Payee shall promptly notify Maker of any event occurring after the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not intended to increase the yield to payee above the rates of interest provided for in this Note.
2.6 Notwithstanding any other provision of this Note to the contrary, if, upon receiving an Interest Rate Notice of Election (a) deposits in U.S. dollars for periods comparable to the LIBOR Period are not available to Payee in the London Interbank Market, or (b) the LIBOR Rate will not accurately cover the cost to Payee of making or maintaining the related Designated LIBOR Rate Amount, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance the relevant Designated LIBOR Rate Amount or (ii) to continue any outstanding sum as a Designated LIBOR Rate Amount or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion to the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions Business Day with respect to such advances.
2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Fixed Rate Amount under this Book-Entry Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued interest thereon to the date of payment and all amounts due to the affected Payee under Section 2.8, (a) on such Interest Payment Date will be made on the last following day of the then-current LIBOR Period, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision that is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this Section 2.7, Maker may, at its option, and at the time provided in this Section 2.7, convert any affected advance or a portion thereof to the Variable Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest on the affected advance to the date of conversion and all amounts due to Payee under Section 2.8.
2.8 If Maker makes any payment of principal Business Day with respect to such Fixed Rate Book-Entry Note, and no interest shall accrue on the amount payable on such Interest Payment Date for the period from and after such Interest Payment Date to such following day that is a Business Day. If any Designated LIBOR Amount Interest Payment Date for a Floating Rate Book-Entry Note is scheduled to occur on any other date than a day that is not a Business Day with respect to such Floating Rate Book-Entry Note, the last payment due on such Interest Payment Date will be made on the following day that is a Business Day with respect to such Floating Rate Book-Entry Note, and no interest shall accrue on the amount payable on such Interest Payment Date for the period from and after such Interest Payment Date to such following day that is a Business Day, except that in the case of a Floating Rate Book-Entry Note that is a LIBOR Period Note or a EURIBOR Note (or a Floating Rate Book-Entry Note for C-7 which LIBOR or EURIBOR is the applicable thereto or Base Rate), if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee such Business Day is in accordance with Section 2.2, or fails to make any payment of principal or interest in respect of a Designated LIBOR Amount when due or at the Maturity Datenext succeeding calendar month, the Maker shall reimburse Payee payment due on demand for any resulting actual and direct loss or expense incurred by Payee, determined in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties. A detailed statement as to such Interest Payment Date will be made on the amount of such loss or expense, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes absent manifest error in determination. This provision immediately preceding day that is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Agreementa Business Day.
2.9 The provisions of sections 2.5 and 2.8 shall survive the termination and payment in full of this Note.
Appears in 1 contract
Payments of Principal and Interest. 2.1 From (a) Payments on Bonds issued as Book-Entry Bonds will be made by or on behalf of the Indenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Definitive Bonds that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Bond (or one or more Predecessor Bonds) is registered at the close of business on the Record Date for such Payment Date by either (i) check mailed to such Person's address as it appears in the Bond Register on such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Bondholder, if such Bondholder (A) is the registered holder of Definitive Bonds having an initial principal amount of at least $1,000,000 and (B) has provided the Indenture Trustee with wiring instructions in writing by five Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date, except for the final installment of principal payable with respect to such Bond (or the Redemption Price for any Bond called for redemption, if such redemption will result in payment of the then entire unpaid principal amount of such Bond), which shall be payable as provided in subsection (b) below of this Section 2.08. A fee may be charged by the Indenture Trustee to a Bondholder of Definitive Bonds for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07.
(b) All reductions in the principal amount of a Bond (or one or more Predecessor Bonds) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Bond and of any Bond issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Bond. The final installment of principal of each Bond (including the Redemption Price of any Bond called for optional redemption, if such optional redemption will result in payment of the entire unpaid principal amount of such Bond) shall be payable only upon presentation and surrender thereof on or after the date of this Note, interest on the unrepaid advances of the principal sum from date of disbursement by Payee Payment Date therefor at the Variable Rate shall be Indenture Trustee's presenting office located within the United States of America pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire remaining unpaid principal amount of any Bond will become due and payable monthly on the first day next Payment Date other than pursuant to a redemption pursuant to Article X, it shall, no later than two days prior to such Payment Date, telecopy or hand deliver to each Person in whose name a Bond to be so retired is registered at the close of each month commencing Januarybusiness on such otherwise applicable Record Date a notice to the effect that:
(i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the Bond Account on such Payment Date; and
(ii) if such funds are available, 1998(A) such final installment will be payable on such Payment Date, but only upon presentation and continuing on surrender of such Bond at the first day of each month thereafter through the Maturity Date. Notwithstanding the foregoing, Maker shall have the option to convert the interest rate charged on all office or portions agency of the outstanding principal balance Bond Registrar maintained for such purpose pursuant to a LIBOR Rate as Section 3.02 (the address of which shall be set forth in Section 2.2 hereof. In the event Maker such notice) and (B) no interest shall effectively convert the interest charged on all or portions of the outstanding principal balance pursuant to Section 2.2, interest accrue on such portions shall accrue and be due and payable as set forth Bond after such Payment Date. Notices in Section 2.2.
2.2 Maker may, at any time, exercise Maker's Interest Rate Conversion Option to convert the interest rate payable hereunder on a Designated LIBOR Rate Amount from the variable Rate to a LIBOR Rate for the LIBOR Period. Maker connection with redemptions of Bonds shall be entitled mailed to request a Rate Quote from Payee by submitting a Rate Quote Request. In the event Maker desires to accept a Rate Quote, Maker shall deliver to Payee an Interest Rate Notice of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing on the applicable Interest Rate Conversion Date, interest on the applicable Designated LIBOR Rate Amount shall accrue at the LIBOR Rate indicated in the applicable Rate Quote and interest payments shall be due and payable monthly at such LIBOR Rate for the applicable LIBOR Period, commencing on the first day of the first month next immediately following the applicable Interest Rate Conversion Date and continuing through the applicable Reconversion Date, at which time the interest rate payable hereunder on such Designated LIBOR Rate Amount shall automatically reconvert to the Variable Rate and monthly payments shall be due and payable Bondholders in accordance with Section 2.110.02.
(c) Subject to the foregoing provisions of this Section, above, thereafter throughout the balance each Bond delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Bond of the term of this Note, unless reconverted by Maker's re-exercise of an Interest Rate Conversion Option, in which case a new LIBOR Rate and LIBOR Period same Class shall then be determined.
2.3 All interest payable in accordance with this Note shall be calculated on carry the basis of the actual number of calendar days elapsed but computed on a daily basis as if each year consisted of 360 days.
2.4 All rights to unpaid principal and all accrued and unpaid interest shall be due and payable in full on the Maturity Date.
2.5 In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof were carried by any governmental authority charged with the interpretation or administration thereof, or compliance by Payee with any request or directive of any such authority (whether or not having the force of law) (each of the foregoing being referred other Bond. Any checks mailed pursuant to as a "Regulatory Requirement"), shall subsection (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under this Note (other than taxes imposed on the overall net income of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Payee, or (c) shall impose any other condition, requirement or charge with respect to this Note or the Loan Documents (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to the extent Payee is not compensated therefor in the computation of the interest rates applicable to the Loan. A detailed statement as to the amount of such increased cost, reduced sum receivable or reduced rate of return, prepared in good faith Section 2.08 and submitted by Payee to Maker, returned undelivered shall be conclusive and binding for all purposes, absent manifest error in determination. Payee shall promptly notify Maker of any event occurring after the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not intended to increase the yield to payee above the rates of interest provided for in this Note.
2.6 Notwithstanding any other provision of this Note to the contrary, if, upon receiving an Interest Rate Notice of Election (a) deposits in U.S. dollars for periods comparable to the LIBOR Period are not available to Payee in the London Interbank Market, or (b) the LIBOR Rate will not accurately cover the cost to Payee of making or maintaining the related Designated LIBOR Rate Amount, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance the relevant Designated LIBOR Rate Amount or (ii) to continue any outstanding sum as a Designated LIBOR Rate Amount or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion to the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advances.
2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued interest thereon to the date of payment and all amounts due to the affected Payee under Section 2.8, (a) on the last day of the then-current LIBOR Period, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this Section 2.7, Maker may, at its option, and at the time provided in this Section 2.7, convert any affected advance or a portion thereof to the Variable Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest on the affected advance to the date of conversion and all amounts due to Payee under Section 2.8.
2.8 If Maker makes any payment of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee held in accordance with Section 2.23.03.
(d) Each Payment Date Statement, or fails to make any payment of principal or interest in respect of a Designated LIBOR Amount when due or at prepared by the Maturity Date, Indenture Trustee based on the Maker shall reimburse Payee on demand for any resulting actual and direct loss or expense incurred by Payee, determined in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties. A detailed statement as Servicer Remittance Report delivered to the amount of such loss or expense, prepared in good faith and submitted by Payee Indenture Trustee pursuant to Makerthe Servicing Agreement, shall be conclusive delivered by the Indenture Trustee to the Rating Agencies, the Owner Trustee, the Underwriter, and binding each Bondholder as the statement required pursuant to Section 8.06. Neither the Indenture Trustee nor the Paying Agent shall have any responsibility to recalculate, verify or recompute information contained in any such Servicer Remittance Report except to the extent necessary to satisfy all obligations under this Section 2.08(d). Within 90 days after the end of each calendar year, the Indenture Trustee will be required to furnish to each Person who at any time during the calendar year was a Bondholder, if requested in writing by such Person, a statement containing the information set forth in subclauses (i) and (ii) in the definition of "Payment Date Statement," aggregated for all purposes absent manifest error such calendar year or the applicable portion thereof during which such Person was a Bondholder. Such obligation will be deemed to have been satisfied to the extent that substantially comparable information is provided pursuant to any requirements of the Code as are from time to time in determination. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Agreementforce.
2.9 The provisions of sections 2.5 and 2.8 shall survive the termination and payment in full of this Note.
Appears in 1 contract
Payments of Principal and Interest. 2.1 From Interest - Annual interest payments will be due on June 30 of each year, and after shall continue until the date unpaid principal balance of this NoteNote is paid in full. Borrower also has the option in the Investment Subscription Agreement to receive interest each year annually, or accrue interest on and receive all payments of interest at Maturity Date. If Borrower elects to reinvest accrued interest, the unrepaid advances interest will be compounded annually and added to the principal balance of the Note on June 30 of each year. Principal - At Lender’s election, ▇▇▇▇▇▇▇▇ will either pay Lender its principal sum from date at Maturity Date, or may delay repayment of disbursement by Payee at principal until all Community Investment Notes have been fully repaid (see below). All unpaid principal balance of this Note due and owing to Lender, as it may be adjusted in the Variable Rate shall manner set forth below, and together with any accrued but unpaid interest, will be due and payable monthly within 60 days following Maturity Date. The Maturity Date is June 30, 2024, but may, at Borrower’s option, be automatically extended for an additional five (5) year term such that the new Maturity Date is on the first day fifth anniversary of each month commencing Januarythe previous Maturity Date, 1998, unless Lender gives notice to Borrower not more than 180 days and continuing on not less than 30 days prior to the first day of each month thereafter through next Maturity Date that Lender does not wish to extend the Maturity Date. Notwithstanding the foregoing, Maker shall have the option to convert the interest rate charged on all or portions of the outstanding principal balance to a LIBOR Rate as set forth in Section 2.2 hereof. In the event Maker shall effectively convert the interest charged on all or portions of the outstanding principal balance pursuant to Section 2.2, interest on such portions shall accrue and be due and payable as set forth in Section 2.2.
2.2 Maker may, at any time, exercise Maker's Interest Rate Conversion Option to convert the interest rate payable hereunder on a Designated LIBOR Rate Amount from the variable Rate to a LIBOR Rate for the LIBOR Period. Maker shall be entitled to request a Rate Quote from Payee by submitting a Rate Quote Request. In the event Maker desires to accept a Rate Quote, Maker shall deliver to Payee an Interest Rate Notice of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing on the applicable Interest Rate Conversion Date, interest on the applicable Designated LIBOR Rate Amount shall accrue at the LIBOR Rate indicated in the applicable Rate Quote and interest payments shall be due and payable monthly at such LIBOR Rate for the applicable LIBOR Period, commencing on the first day of the first month next immediately following the applicable Interest Rate Conversion Date and continuing through the applicable Reconversion Date, at which time the interest rate payable hereunder on such Designated LIBOR Rate Amount shall automatically reconvert to the Variable Rate and monthly payments shall be due and payable in accordance with Section 2.1, above, thereafter throughout the balance of the term of this Note, unless reconverted by Maker's re-exercise of an Interest Rate Conversion Option, in which case a new LIBOR Rate and LIBOR Period shall then be determined.
2.3 All interest payable in accordance with this Note shall be calculated on the basis of the actual number of calendar days elapsed but computed on a daily basis as if each year consisted of 360 days.
2.4 All principal and all accrued and unpaid interest shall be due and payable in full on the Maturity Date.
2.5 In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Payee with any request or directive of any such authority (whether or not having the force of law) (each of the foregoing being referred to as a "Regulatory Requirement"), shall (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under this Note (other than taxes imposed on the overall net income of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Payee, or (c) shall impose any other condition, requirement or charge with respect to this Note or the Loan Documents (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to To the extent Payee is not compensated therefor in the computation of the interest rates applicable to the Loan. A detailed statement as to such payment exceeds the amount of such increased costaccrued interest owed to Investor as of each Payment Date, reduced sum receivable or reduced rate the excess payment will be deemed a repayment of return, prepared in good faith principal and submitted by Payee to Maker, shall be conclusive and binding for all purposes, absent manifest error in determination. Payee shall promptly notify Maker of any event occurring after will reduce the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not intended to increase the yield to payee above the rates of interest provided for in principal balance due under this Note.
2.6 . Each payment to Lender will be accompanied by a statement summarizing payments since the previous Payment Date and indicating how each payment is calculated and how it is allocated between principal and interest. Borrower will have the ability to have all unpaid principal and interest become a donation to TechSoup. If Borrower elects to have any unpaid interest and principal treated as a donation to TechSoup, TechSoup will provide Borrower with appropriate documentation regarding such a donation. Notwithstanding any other provision of this Note contained herein, Borrower shall have the right to the contrary, if, upon receiving an Interest Rate Notice of Election (a) deposits in U.S. dollars for periods comparable to the LIBOR Period are not available to Payee in the London Interbank Market, prepay any or (b) the LIBOR Rate will not accurately cover the cost to Payee of making or maintaining the related Designated LIBOR Rate Amount, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance the relevant Designated LIBOR Rate Amount or (ii) to continue any outstanding sum as a Designated LIBOR Rate Amount or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion to the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advances.
2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued interest thereon to the date of payment and all amounts due to the affected Payee under Section 2.8, (a) on the last day of the then-current LIBOR Period, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, principal and outstanding interest owed hereunder at any time without penalty or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this Section 2.7, Maker may, at its option, and at the time provided in this Section 2.7, convert any affected advance or a portion thereof to the Variable Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest on the affected advance to the date of conversion and all amounts due to Payee under Section 2.8premium.
2.8 If Maker makes any payment of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee in accordance with Section 2.2, or fails to make any payment of principal or interest in respect of a Designated LIBOR Amount when due or at the Maturity Date, the Maker shall reimburse Payee on demand for any resulting actual and direct loss or expense incurred by Payee, determined in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties. A detailed statement as to the amount of such loss or expense, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes absent manifest error in determination. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Agreement.
2.9 The provisions of sections 2.5 and 2.8 shall survive the termination and payment in full of this Note.
Appears in 1 contract
Sources: Risk Capital Note (TechSoup Global)
Payments of Principal and Interest. 2.1 From Interest - Annual interest payments will be due on June 30 of each year, and after shall continue until the date unpaid principal balance of this NoteNote is paid in full. Borrower also has the option in the Investment Subscription Agreement to receive interest each year annually, or accrue interest on and receive all payments of interest at Maturity Date. If Borrower elects to reinvest accrued interest, the unrepaid advances interest will be compounded annually and added to the principal balance of the Note on June 30 of each year. Principal - At Lender’s election, ▇▇▇▇▇▇▇▇ will either pay Lender its principal sum from date at Maturity Date, or may delay repayment of disbursement by Payee at principal until all Community Investment Notes have been fully repaid (see below). All unpaid principal balance of this Note due and owing to Lender, as it may be adjusted in the Variable Rate shall manner set forth below, and together with any accrued but unpaid interest, will be due and payable monthly within 60 days following Maturity Date. The Maturity Date is June 30, 2023, but may, at Borrower’s option, be automatically extended for an additional five (5) year term such that the new Maturity Date is on the first day fifth anniversary of each month commencing Januarythe previous Maturity Date, 1998, unless ▇▇▇▇▇▇ gives notice to Borrower not more than 180 days and continuing on not less than 30 days prior to the first day of each month thereafter through next Maturity Date that Lender does not wish to extend the Maturity Date. Notwithstanding the foregoing, Maker shall have the option to convert the interest rate charged on all or portions of the outstanding principal balance to a LIBOR Rate as set forth in Section 2.2 hereof. In the event Maker shall effectively convert the interest charged on all or portions of the outstanding principal balance pursuant to Section 2.2, interest on such portions shall accrue and be due and payable as set forth in Section 2.2.
2.2 Maker may, at any time, exercise Maker's Interest Rate Conversion Option to convert the interest rate payable hereunder on a Designated LIBOR Rate Amount from the variable Rate to a LIBOR Rate for the LIBOR Period. Maker shall be entitled to request a Rate Quote from Payee by submitting a Rate Quote Request. In the event Maker desires to accept a Rate Quote, Maker shall deliver to Payee an Interest Rate Notice of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing on the applicable Interest Rate Conversion Date, interest on the applicable Designated LIBOR Rate Amount shall accrue at the LIBOR Rate indicated in the applicable Rate Quote and interest payments shall be due and payable monthly at such LIBOR Rate for the applicable LIBOR Period, commencing on the first day of the first month next immediately following the applicable Interest Rate Conversion Date and continuing through the applicable Reconversion Date, at which time the interest rate payable hereunder on such Designated LIBOR Rate Amount shall automatically reconvert to the Variable Rate and monthly payments shall be due and payable in accordance with Section 2.1, above, thereafter throughout the balance of the term of this Note, unless reconverted by Maker's re-exercise of an Interest Rate Conversion Option, in which case a new LIBOR Rate and LIBOR Period shall then be determined.
2.3 All interest payable in accordance with this Note shall be calculated on the basis of the actual number of calendar days elapsed but computed on a daily basis as if each year consisted of 360 days.
2.4 All principal and all accrued and unpaid interest shall be due and payable in full on the Maturity Date.
2.5 In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Payee with any request or directive of any such authority (whether or not having the force of law) (each of the foregoing being referred to as a "Regulatory Requirement"), shall (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under this Note (other than taxes imposed on the overall net income of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Payee, or (c) shall impose any other condition, requirement or charge with respect to this Note or the Loan Documents (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to To the extent Payee is not compensated therefor in the computation of the interest rates applicable to the Loan. A detailed statement as to such payment exceeds the amount of such increased costaccrued interest owed to Investor as of each Payment Date, reduced sum receivable or reduced rate the excess payment will be deemed a repayment of return, prepared in good faith principal and submitted by Payee to Maker, shall be conclusive and binding for all purposes, absent manifest error in determination. Payee shall promptly notify Maker of any event occurring after will reduce the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not intended to increase the yield to payee above the rates of interest provided for in principal balance due under this Note.
2.6 . Each payment to Lender will be accompanied by a statement summarizing payments since the previous Payment Date and indicating how each payment is calculated and how it is allocated between principal and interest. Borrower will have the ability to have all unpaid principal and interest become a donation to TechSoup. If Borrower elects to have any unpaid interest and principal treated as a donation to TechSoup, TechSoup will provide Borrower with appropriate documentation regarding such a donation. Notwithstanding any other provision of this Note contained herein, Borrower shall have the right to the contrary, if, upon receiving an Interest Rate Notice of Election (a) deposits in U.S. dollars for periods comparable to the LIBOR Period are not available to Payee in the London Interbank Market, prepay any or (b) the LIBOR Rate will not accurately cover the cost to Payee of making or maintaining the related Designated LIBOR Rate Amount, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance the relevant Designated LIBOR Rate Amount or (ii) to continue any outstanding sum as a Designated LIBOR Rate Amount or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion to the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advances.
2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued interest thereon to the date of payment and all amounts due to the affected Payee under Section 2.8, (a) on the last day of the then-current LIBOR Period, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, principal and outstanding interest owed hereunder at any time without penalty or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this Section 2.7, Maker may, at its option, and at the time provided in this Section 2.7, convert any affected advance or a portion thereof to the Variable Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest on the affected advance to the date of conversion and all amounts due to Payee under Section 2.8premium.
2.8 If Maker makes any payment of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee in accordance with Section 2.2, or fails to make any payment of principal or interest in respect of a Designated LIBOR Amount when due or at the Maturity Date, the Maker shall reimburse Payee on demand for any resulting actual and direct loss or expense incurred by Payee, determined in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties. A detailed statement as to the amount of such loss or expense, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes absent manifest error in determination. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Agreement.
2.9 The provisions of sections 2.5 and 2.8 shall survive the termination and payment in full of this Note.
Appears in 1 contract
Sources: Risk Capital Note (TechSoup Global)
Payments of Principal and Interest. 2.1 From and after the date of this Note, interest on the unrepaid advances of the principal sum from date of disbursement by Payee at the Variable Rate Borrower shall be due and payable monthly pay on the first calendar day of each month commencing Januaryon the First Project Loan Payment Date, 1998interest at the Interest Rate on the outstanding principal balance of this Project Note, and continuing shall also pay interest on this Project Note at the Interest Rate in the event of an optional or mandatory prepayment or acceleration of all or a part of the Project Loan pursuant to this Project Note or the Project Loan Agreement, in an amount equal to the accrued and unpaid interest to the date of prepayment on the portion of this Project Note subject to prepayment (each such date for payment a “Project Loan Payment Date”). Interest under this Project Note will be computed, payable and allocated on the basis of a 365 or 366-day year for the actual number of days elapsed. Borrower shall pay the outstanding principal of this Project Note in full on the Scheduled Maturity Date and in monthly installments on each date set forth on the Project Loan Amortization Schedule attached as Schedule 1 to this Project Note in an amount equal to the corresponding amounts set forth thereon, or at such earlier times and in such amounts as may be required in the event of an optional or mandatory prepayment or acceleration of the Project Loan pursuant to this Project Note or the Project Loan Agreement. In addition to the foregoing, Borrower shall make payments hereunder in respect of the Project Loan at such times and in such amounts as are sufficient to pay, when due (whether at stated maturity, upon prepayment before maturity, upon acceleration of stated maturity or otherwise), the principal of and premium, if any, and interest on the Funding Loan at any time outstanding. To ensure timely payment, Servicer shall collect from Borrower, and Borrower shall provide to Servicer, the foregoing payments two (2) Business Days prior to the respective Project Loan Payment Date; provided, unless the Closing Date is the first day of each month thereafter through the Maturity Date. Notwithstanding the foregoinga calendar month, Maker Servicer shall have the option collect from Borrower and Borrower shall provide to convert the interest rate charged on all or portions of the outstanding principal balance to a LIBOR Rate as set forth in Section 2.2 hereof. In the event Maker shall effectively convert the interest charged on all or portions of the outstanding principal balance pursuant to Section 2.2, interest on such portions shall accrue and be due and payable as set forth in Section 2.2.
2.2 Maker may, at any time, exercise Maker's Interest Rate Conversion Option to convert the interest rate payable hereunder on a Designated LIBOR Rate Amount from the variable Rate to a LIBOR Rate for the LIBOR Period. Maker shall be entitled to request a Rate Quote from Payee by submitting a Rate Quote Request. In the event Maker desires to accept a Rate Quote, Maker shall deliver to Payee an Interest Rate Notice of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing Servicer on the applicable Interest Rate Conversion Closing Date, interest for the period beginning on the applicable Designated Closing Date and ending on and including the last day of such calendar month. Except as provided in this paragraph and in Section 10, accrued interest will be payable in arrears. Any regularly scheduled monthly installment of principal and interest payable pursuant to this Section 2 that is received by Holder before the date on which it is due will be deemed to have been received on the due date for the purpose of calculating interest due. [IF LIBOR Rate Amount shall INDEX: If an Index Conversion Event occurs:
(a) Funding Lender will notify Borrower in writing of the Alternate Index, the Alternate Index Page, and the Index Conversion Date (as defined below) (“Index Conversion Notice”) and of the Adjustment Factor (“Adjustment Factor Notice”) before the first Installment Due Date following the Index Conversion Date.
(b) Beginning on the date specified in the Index Conversion Notice (“Index Conversion Date”), interest will accrue at the LIBOR Floating Interest Rate indicated calculated using the Alternate Index, the Alternate Index Page and the Adjustment Factor specified in the applicable Rate Quote Index Conversion Notice and interest payments shall be due and payable monthly at such LIBOR Rate for Adjustment Factor Notice, without the applicable LIBOR Period, commencing on the first day of the first month next immediately following the applicable Interest Rate Conversion Date and continuing through the applicable Reconversion Date, at which time the interest rate payable hereunder on such Designated LIBOR Rate Amount shall automatically reconvert to the Variable Rate and monthly payments shall be due and payable in accordance with Section 2.1, above, thereafter throughout the balance of the term of this Note, unless reconverted by Maker's re-exercise of an Interest Rate Conversion Option, in which case a new LIBOR Rate and LIBOR Period shall then be determined.
2.3 All interest payable in accordance with this Note shall be calculated on the basis of the actual number of calendar days elapsed but computed on a daily basis as if each year consisted of 360 days.
2.4 All principal and all accrued and unpaid interest shall be due and payable in full on the Maturity Date.
2.5 In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Payee with any request or directive necessity of any such authority (whether amendment or not having the force other modification of law) (each of the foregoing being referred to as a "Regulatory Requirement"), shall (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under this Note (other than taxes imposed on the overall net income of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Payee, or (c) shall impose any other condition, requirement or charge with respect to this Note or the Loan Documents (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to the extent Payee is not compensated therefor in the computation of the interest rates applicable to the Loan. A detailed statement as to the amount of such increased cost, reduced sum receivable or reduced rate of return, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes, absent manifest error in determination. Payee shall promptly notify Maker of any event occurring after the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not intended to increase the yield to payee above the rates of interest provided for in this Note.
2.6 Notwithstanding any other provision of this Note to the contrary, if, upon receiving an Interest Rate Notice of Election (a) deposits in U.S. dollars for periods comparable to the LIBOR Period are not available to Payee in the London Interbank Market, or (b) the LIBOR Rate will not accurately cover the cost to Payee of making or maintaining the related Designated LIBOR Rate Amount, or (c) The designation or determination by reason Funding Lender of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance the relevant Designated LIBOR Rate Amount or (ii) to continue any outstanding sum as a Designated LIBOR Rate Amount or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion to the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advances.
2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Notean Index Conversion Event, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued interest thereon to the date of payment and all amounts due to the affected Payee under Section 2.8, (a) on the last day of the then-current LIBOR Period, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this Section 2.7, Maker may, at its option, and at the time provided in this Section 2.7, convert any affected advance or a portion thereof to the Variable Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest on the affected advance to the date of conversion and all amounts due to Payee under Section 2.8.
2.8 If Maker makes any payment of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee in accordance with Section 2.2, or fails to make any payment of principal or interest in respect of a Designated LIBOR Amount when due or at the Maturity Index Conversion Date, the Maker shall reimburse Payee on demand for any resulting actual Alternate Index, the Alternate Index Page, and direct loss the Adjustment Factor will be conclusive. If Freddie Mac is the Funding Lender, such designation or expense incurred by Payee, determined determination will be in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third partiesFunding ▇▇▇▇▇▇’s sole discretion. A detailed statement as to the amount of such loss or expense, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes absent manifest error in determination. This provision is for the benefit of Payee and If Funding Lender is not intended to increase Freddie Mac, such designation or determination will be made at, and in accordance with, the yield to Payee above the rates written direction of interest provided for Freddie Mac which will be given in this AgreementFreddie Mac’s sole discretion.
2.9 The provisions of sections 2.5 (d) Funding Lender will determine and 2.8 shall survive designate the termination Alternate Index, the Alternate Index Page, and payment in full of this Notethe Adjustment Factor only if an Index Conversion Event occurs, and will not re-determine or re-designate another Alternate Index, the Alternate Index Page, or Adjustment Factor unless a subsequent Index Conversion Event occurs.]
Appears in 1 contract
Sources: Project Note
Payments of Principal and Interest. 2.1 From Upon presentment and after the date delivery of this a Certificated Note, interest the Trustee will pay the principal amount of such Note on the unrepaid advances Stated Maturity, Redemption Date or Optional Repayment Date, as the case may be, and the final installment of the principal sum from date of disbursement by Payee at the Variable Rate shall be interest in immediately available funds. All interest payments on a Certificated Note, other than interest due and payable monthly on the first day of each month commencing JanuaryStated Maturity, 1998Redemption Date or Optional Repayment Date, and continuing as the case may be, will be made by check drawn on the first day Trustee and mailed by the Trustee to the person entitled thereto as provided in such Note. However, holders of each month thereafter through the Maturity Date. Notwithstanding the foregoing, Maker shall have the option to convert the interest rate charged on all $10,000,000 or portions more in aggregate principal amount of the outstanding principal balance to a LIBOR Rate as set forth Certificated Notes (or such other amount specified in Section 2.2 hereof. In the event Maker shall effectively convert the interest charged on all an applicable Pricing Supplement) (whether having identical or portions of the outstanding principal balance pursuant to Section 2.2, interest on such portions shall accrue different terms and be due and payable as set forth in Section 2.2.
2.2 Maker may, at any time, exercise Maker's Interest Rate Conversion Option to convert the interest rate payable hereunder on a Designated LIBOR Rate Amount from the variable Rate to a LIBOR Rate for the LIBOR Period. Maker provisions) shall be entitled to request a Rate Quote from Payee receive payments of interest, other than at maturity, by submitting a Rate Quote Request. In wire transfer of immediately available funds if appropriate wire transfer instructions have been received in writing by the event Maker desires Trustee not less than 16 days prior to accept a Rate Quote, Maker shall deliver to Payee an Interest Rate Notice of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing on the applicable Interest Rate Conversion Payment Date, interest on the applicable Designated LIBOR Rate Amount shall accrue at the LIBOR Rate indicated in the applicable Rate Quote and interest payments shall be due and payable monthly at such LIBOR Rate for the applicable LIBOR Period, commencing on the first day of the first month next immediately following the applicable Interest Rate Conversion Date and continuing through the applicable Reconversion Date, at which time the interest rate payable hereunder on such Designated LIBOR Rate Amount shall automatically reconvert to the Variable Rate and monthly payments shall be due and payable in accordance with Section 2.1, above, thereafter throughout the balance of the term of this Note, unless reconverted by Maker's re-exercise of an Interest Rate Conversion Option, in which case a new LIBOR Rate and LIBOR Period shall then be determined.
2.3 All interest payable in accordance with this Note shall be calculated on the basis of the actual number of calendar days elapsed but computed on a daily basis as if each year consisted of 360 days.
2.4 All principal and all accrued and unpaid interest shall be due and payable in full on the Maturity Date.
2.5 In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Payee with any request or directive of any such authority (whether or not having the force of law) (each of the foregoing being referred to as a "Regulatory Requirement"), shall (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under this Note (other than taxes imposed on the overall net income of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Payee, or (c) shall impose any other condition, requirement or charge with respect to this Note or the Loan Documents (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to the extent Payee is not compensated therefor in the computation of the interest rates applicable to the Loan. A detailed statement as to the amount of such increased cost, reduced sum receivable or reduced rate of return, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes, absent manifest error in determination. Payee shall promptly notify Maker of any event occurring after the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not intended to increase the yield to payee above the rates of interest provided for in this Note.
2.6 Notwithstanding any other provision of this Note to the contrary, if, upon receiving an Interest Rate Notice of Election (a) deposits in U.S. dollars for periods comparable to the LIBOR Period are not available to Payee in the London Interbank Market, or (b) the LIBOR Rate will not accurately cover the cost to Payee of making or maintaining the related Designated LIBOR Rate Amount, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance the relevant Designated LIBOR Rate Amount or (ii) to continue any outstanding sum as a Designated LIBOR Rate Amount or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion to the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advances.
2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued interest thereon to the date of payment and all amounts due to the affected Payee under Section 2.8, (a) on the last day of the then-current LIBOR Period, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this Section 2.7, Maker may, at its option, and at the time provided in this Section 2.7, convert any affected advance or a portion thereof to the Variable Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest on the affected advance to the date of conversion and all amounts due to Payee under Section 2.8.
2.8 If Maker makes any payment of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee in accordance with Section 2.2, or fails to make any Any payment of principal or interest in respect required to be made on an Interest Payment Date or on the Stated Maturity, Redemption Date or Optional Repayment Date of a Designated Certificated Note which is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day, (except that in the case or a LIBOR Amount when due or at Note, if such day falls in the Maturity next calendar month, such Interest Payment Date will be the preceding day that is a Business Day with respect to such LIBOR Note) with the same force and effect as if made on the Interest Payment Date, Stated Maturity, Redemption Date or Optional Repayment Date, as the Maker case may be, and no interest shall reimburse Payee on demand accrue for any resulting actual the period from and direct loss after such Interest Payment Date, Stated Maturity, Redemption Date or expense incurred by Payee, determined in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third partiesOptional Repayment Date. A detailed statement as The Trustee will provide monthly to the amount Company, upon request of the Company, a list of the principal and interest to be paid on Certificated Notes maturing in the next succeeding month. The Trustee will be responsible for withholding taxes on interest paid as required by applicable law, but shall be relieved from any such loss or expense, prepared responsibility if it acts in good faith and submitted in reliance upon an opinion of counsel. Certificated Notes presented to the Trustee on the Stated Maturity, Redemption Date or Optional Repayment Date for payment will be cancelled by Payee to Maker, the Trustee. All such cancelled Notes held by the Trustee shall be conclusive and binding for all purposes absent manifest error in determination. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Agreementdestroyed.
2.9 The provisions of sections 2.5 and 2.8 shall survive the termination and payment in full of this Note.
Appears in 1 contract
Sources: Distribution Agreement (Bear Stearns Companies Inc)
Payments of Principal and Interest. 2.1 From The Loan, together with interest thereon at the Interest Rate, shall be repaid in ninety-six (96) equal consecutive monthly payments consisting of (a) principal and after interest calculated at the date Interest Rate each in an amount which will fully amortize sixty-five percent (65%) of this Notethe Loan at the Interest Rate over the Term plus (b) interest on thirty-five percent (35%) of the Loan calculated at the Interest Rate. The remaining unpaid principal balance of the Loan, plus all accrued and unpaid interest on the unrepaid advances of the principal sum from date of disbursement by Payee Loan calculated at the Variable Interest Rate shall be payable with the ninety-sixth (96th) payment on the Maturity Date. The first such monthly payment of principal and interest shall be due and payable monthly on the first day of each month commencing January, 1998, and continuing on the first day of each month thereafter through the Maturity Date. Notwithstanding the foregoing, Maker shall have the option to convert the interest rate charged on all or portions of the outstanding principal balance to a LIBOR Rate as set forth in Section 2.2 hereof. In the event Maker shall effectively convert the interest charged on all or portions of the outstanding principal balance pursuant to Section 2.2, interest on such portions shall accrue and be due and payable as set forth in Section 2.2.
2.2 Maker may, at any time, exercise Maker's Interest Rate Conversion Option to convert the interest rate payable hereunder on a Designated LIBOR Rate Amount from the variable Rate to a LIBOR Rate for the LIBOR Period. Maker shall be entitled to request a Rate Quote from Payee by submitting a Rate Quote Request. In the event Maker desires to accept a Rate Quote, Maker shall deliver to Payee an Interest Rate Notice of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing on the applicable Interest Rate Conversion Date, interest on the applicable Designated LIBOR Rate Amount shall accrue at the LIBOR Rate indicated in the applicable Rate Quote and interest payments shall be due and payable monthly at such LIBOR Rate for the applicable LIBOR Period, commencing on the first day of the first second month next immediately following succeeding the applicable Interest Rate Conversion Disbursement Date and continuing the payments shall continue on a like day in each and every month thereafter through and including the applicable Reconversion Maturity Date; provided that (i) if the Disbursement Date is the first day of a month, the first such monthly payment of principal and interest shall be due on the first day of the immediately succeeding month, and (ii) if the Disbursement Date is not the first day of the month, Borrower shall pay, on the first day of the month immediately succeeding the Disbursement Date, interest only, at which time the interest rate payable hereunder on such Designated LIBOR Rate Amount shall automatically reconvert Interest Rate, from the Disbursement Date to the Variable Rate last day of the month in which the Disbursement Date occurs. Lender shall compute the amount of each payment and advise Borrower of such amount. Each monthly payments payment shall be applied, first to fees, costs and charges, if any, owing to Lender, then to interest as may be due hereunder, and the balance of such payment shall be applied to the principal balance of the Loan. The entire unpaid principal balance which was not payable earlier, whether due to regularly scheduled payments, acceleration or otherwise, together with any unpaid interest, fees, costs and charges shall be due and payable in accordance with Section 2.1, above, thereafter throughout on the balance Maturity Date. The Maturity Date shall be the date that the ninety-sixth (96th) consecutive monthly installment is scheduled to be due. After the maturity of all or any part of the term of this NoteLoan (by acceleration or otherwise), unless reconverted by Maker's re-exercise of an Interest Rate Conversion Option, in which case a new LIBOR Rate and LIBOR Period shall then be determined.
2.3 All interest payable in accordance with this Note shall be calculated on the basis of the actual number of calendar days elapsed but computed on a daily basis as if each year consisted of 360 days.
2.4 All principal and all accrued and unpaid interest Loan or such part thereof shall be due and payable in full on the Maturity Date.
2.5 In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Payee with any request or directive of any such authority (whether or not having the force of law) (each of the foregoing being referred to as a "Regulatory Requirement"), shall (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under this Note (other than taxes imposed on the overall net income of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Payee, or (c) shall impose any other condition, requirement or charge with respect to this Note or the Loan Documents (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to the extent Payee is not compensated therefor in the computation of the interest rates applicable to the Loan. A detailed statement as to the amount of such increased cost, reduced sum receivable or reduced rate of return, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes, absent manifest error in determination. Payee shall promptly notify Maker of any event occurring after the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not intended to increase the yield to payee above the rates of interest provided for in this Note.
2.6 Notwithstanding any other provision of this Note to the contrary, if, upon receiving an Interest Rate Notice of Election (a) deposits in U.S. dollars for periods comparable to the LIBOR Period are not available to Payee in the London Interbank Market, or (b) the LIBOR Rate will not accurately cover the cost to Payee of making or maintaining the related Designated LIBOR Rate Amount, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance the relevant Designated LIBOR Rate Amount or (ii) to continue any outstanding sum as a Designated LIBOR Rate Amount or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion to the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advances.
2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued interest thereon to the date of payment and all amounts due to the affected Payee under Section 2.8, (a) on the last day of the then-current LIBOR Period, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this Section 2.7, Maker may, at its option, and at the time provided in this Section 2.7, convert any affected advance or a portion thereof to the Variable Default Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest on the affected advance to the date of conversion and all amounts due to Payee under Section 2.8demand.
2.8 If Maker makes any payment of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee in accordance with Section 2.2, or fails to make any payment of principal or interest in respect of a Designated LIBOR Amount when due or at the Maturity Date, the Maker shall reimburse Payee on demand for any resulting actual and direct loss or expense incurred by Payee, determined in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties. A detailed statement as to the amount of such loss or expense, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes absent manifest error in determination. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Agreement.
2.9 The provisions of sections 2.5 and 2.8 shall survive the termination and payment in full of this Note.
Appears in 1 contract
Payments of Principal and Interest. 2.1 From (a) Payments on Bonds issued as Book-Entry Bonds will be made by or on behalf of the Indenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Definitive Bonds that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Bond (or one or more Predecessor Bonds) is registered at the close of business on the Record Date for such Payment Date by either (i) check mailed to such Person's address as it appears in the Bond Register on such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Bondholder, if such Bondholder (A) is the registered holder of Definitive Bonds having an initial principal amount of at least $1,000,000 and (B) has provided the Indenture Trustee with wiring instructions in writing by five Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date, except for the final installment of principal payable with respect to such Bond (or the Redemption Price for any Bond called for redemption, if such redemption will result in payment of the then entire unpaid principal amount of such Bond), which shall be payable as provided in subsection (b) below of this Section 2.08. A fee may be charged by the Indenture Trustee to a Bondholder of Definitive Bonds for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07.
(b) All reductions in the principal amount of a Bond (or one or more Predecessor Bonds) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Bond and of any Bond issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Bond. The final installment of principal of each Bond (including the Redemption Price of any Bond called for optional redemption, if such optional redemption will result in payment of the entire unpaid principal amount of such Bond) shall be payable only upon presentation and surrender thereof on or after the date of this Note, interest on the unrepaid advances of the principal sum from date of disbursement by Payee Payment Date therefor at the Variable Rate shall be Indenture Trustee's presenting office in the Borough of Manhattan, the City of New York, State of New York, pursuant to Section 3.02. Whenever the Indenture Trustee expects that the entire remaining unpaid principal amount of any Bond will become due and payable monthly on the first day next Payment Date other than pursuant to a redemption pursuant to Section 10.02, it shall, no later than two days prior to such Payment Date, telecopy or hand deliver to each Person in whose name a Bond to be so retired is registered at the close of each month commencing Januarybusiness on such otherwise applicable Record Date a notice to the effect that:
(i) the Indenture Trustee expects that funds sufficient to pay such final installment will be available in the Bond Account on such Payment Date; and
(ii) if such funds are available, 1998(A) such final installment will be payable on such Payment Date, but only upon presentation and continuing on surrender of such Bond at the first day of each month thereafter through the Maturity Date. Notwithstanding the foregoing, Maker shall have the option to convert the interest rate charged on all office or portions agency of the outstanding principal balance Bond Registrar maintained for such purpose pursuant to a LIBOR Rate as Section 3.02 (the address of which shall be set forth in Section 2.2 hereof. In the event Maker such notice) and (B) no interest shall effectively convert the interest charged on all or portions of the outstanding principal balance pursuant to Section 2.2, interest accrue on such portions shall accrue and be due and payable as set forth in Section 2.2.
2.2 Maker may, at any time, exercise Maker's Interest Rate Conversion Option to convert the interest rate payable hereunder on a Designated LIBOR Rate Amount from the variable Rate to a LIBOR Rate for the LIBOR PeriodBond after such Payment Date. Maker A copy of such form of notice shall be entitled sent to request a Rate Quote from Payee the Bond Insurer by submitting a Rate Quote Requestthe Indenture Trustee. In the event Maker desires to accept a Rate Quote, Maker shall deliver to Payee an Interest Rate Notice Notices in connection with redemptions of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing on the applicable Interest Rate Conversion Date, interest on the applicable Designated LIBOR Rate Amount shall accrue at the LIBOR Rate indicated in the applicable Rate Quote and interest payments Bonds shall be due and payable monthly at such LIBOR Rate for the applicable LIBOR Period, commencing on the first day of the first month next immediately following the applicable Interest Rate Conversion Date and continuing through the applicable Reconversion Date, at which time the interest rate payable hereunder on such Designated LIBOR Rate Amount shall automatically reconvert mailed to the Variable Rate and monthly payments shall be due and payable Bondholders in accordance with Section 2.1, above, thereafter throughout 10.02.
(c) Subject to the balance of the term foregoing provisions of this NoteSection, unless reconverted by Maker's re-exercise each Bond delivered under this Indenture upon registration of an Interest Rate Conversion Option, transfer of or in which case a new LIBOR Rate and LIBOR Period exchange for or in lieu of any other Bond shall then be determined.
2.3 All interest payable in accordance with this Note shall be calculated on carry the basis of the actual number of calendar days elapsed but computed on a daily basis as if each year consisted of 360 days.
2.4 All rights to unpaid principal and all accrued and unpaid interest shall be due and payable in full on the Maturity Date.
2.5 In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof were carried by any governmental authority charged with the interpretation or administration thereof, or compliance by Payee with any request or directive of any such authority (whether or not having the force of law) (each of the foregoing being referred other Bond. Any checks mailed pursuant to as a "Regulatory Requirement"), shall subsection (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under this Note (other than taxes imposed on the overall net income of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Payee, or (c) shall impose any other condition, requirement or charge with respect to this Note or the Loan Documents (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to the extent Payee is not compensated therefor in the computation of the interest rates applicable to the Loan. A detailed statement as to the amount of such increased cost, reduced sum receivable or reduced rate of return, prepared in good faith Section 2.08 and submitted by Payee to Maker, returned undelivered shall be conclusive and binding for all purposes, absent manifest error in determination. Payee shall promptly notify Maker of any event occurring after the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not intended to increase the yield to payee above the rates of interest provided for in this Note.
2.6 Notwithstanding any other provision of this Note to the contrary, if, upon receiving an Interest Rate Notice of Election (a) deposits in U.S. dollars for periods comparable to the LIBOR Period are not available to Payee in the London Interbank Market, or (b) the LIBOR Rate will not accurately cover the cost to Payee of making or maintaining the related Designated LIBOR Rate Amount, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance the relevant Designated LIBOR Rate Amount or (ii) to continue any outstanding sum as a Designated LIBOR Rate Amount or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion to the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advances.
2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued interest thereon to the date of payment and all amounts due to the affected Payee under Section 2.8, (a) on the last day of the then-current LIBOR Period, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this Section 2.7, Maker may, at its option, and at the time provided in this Section 2.7, convert any affected advance or a portion thereof to the Variable Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest on the affected advance to the date of conversion and all amounts due to Payee under Section 2.8.
2.8 If Maker makes any payment of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee held in accordance with Section 2.23.03.
(d) Each Payment Date Statement, or fails prepared by the Paying Agent based on the Servicer Remittance Report delivered to make any payment of principal or interest in respect of a Designated LIBOR Amount when due or at the Maturity DatePaying Agent pursuant to the Servicing Agreement shall be delivered by the Paying Agent to the Bond Insurer, the Maker shall reimburse Payee on demand for any resulting actual Rating Agencies, the Owner Trustee and direct loss or expense incurred by Payee, determined in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties. A detailed each Bondholder as the statement as required pursuant to the amount of such loss or expense, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes absent manifest error in determination. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this AgreementSection 8.
2.9 The provisions of sections 2.5 and 2.8 shall survive the termination and payment in full of this Note.
Appears in 1 contract
Payments of Principal and Interest. 2.1 From Interest on the unrepaid advances of the principal sum shall be due and after payable monthly, in arrears, on the first day of each month commencing on May 1, 2002. Commencing on the date of this Notedisbursement, interest on the unrepaid advances of the principal sum from date of disbursement by Payee shall accrue at the Variable Rate shall be due and payable monthly on the first day of each month commencing January, 1998, and continuing on the first day of each month thereafter through the Maturity DatePrime Rate. Notwithstanding the foregoing, Maker Borrower shall have the option to convert the interest rate charged on all or portions of the outstanding principal balance to a LIBOR Rate option, as set forth in Section 2.2 hereof, to periodically convert the interest rate charged on the outstanding principal balance to the LIBOR Rate. In the event Maker Borrower shall effectively convert the interest charged on all or portions of the outstanding principal balance pursuant to Section 2.2, interest on such portions shall accrue and be due and payable as set forth in Section 2.2.
2.2 Maker mayUnless there shall have occurred and be continuing an Event of Default, at any timeas hereinafter defined, Borrower may exercise MakerBorrower's Interest Rate LIBOR Conversion Option to convert the interest rate payable hereunder on a Designated from the Prime Rate to the LIBOR Rate Amount from the variable Rate to a LIBOR Rate for the LIBOR Period. Maker shall be entitled to request a Rate Quote from Payee by submitting a Rate Quote RequestLIBOR Election to Lender. In the event Maker desires to accept a Rate Quote, Maker shall deliver to Payee an Interest Rate Notice of Election. In the event Maker Borrower shall effectively elect a the LIBOR Rate, commencing on the applicable Interest Rate Conversion Date, interest on the applicable Designated LIBOR Rate Amount outstanding principal balance shall accrue at the applicable LIBOR Rate indicated until Borrower shall elect by notice in writing to Lender to reconvert to the applicable Rate Quote and interest payments shall be due and payable monthly at such LIBOR Rate for the applicable LIBOR Period, commencing on the first day of the first month next immediately following the applicable Interest Rate Conversion Date and continuing through the applicable Reconversion DatePrime Rate, at which time the interest rate payable accruing hereunder on such Designated LIBOR Rate Amount outstanding principal balance shall automatically reconvert to the Variable Rate and monthly Prime Rate. Interest payments shall continue to be due and payable in accordance with Section 2.1, above, thereafter throughout paid on the balance first day of the term of this Note, unless reconverted by Maker's re-exercise of an Interest Rate Conversion Optioneach month, in which case a new LIBOR arrears, based upon the interest accrued at the Prime Rate and LIBOR Period shall then be determined.
2.3 All interest payable in accordance with this Note shall be calculated on the basis of the actual number of calendar days elapsed but computed on a daily basis as if each year consisted of 360 days.
2.4 All principal and all accrued and unpaid interest shall be due and payable in full on the Maturity Date.
2.5 In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Payee with any request or directive of any such authority (whether or not having the force of law) (each of the foregoing being referred to as a "Regulatory Requirement"), shall (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under this Note (other than taxes imposed on the overall net income of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Payee, or (c) shall impose any other condition, requirement or charge with respect to this Note or the Loan Documents (includingLIBOR Rate, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return as applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to the extent Payee is not compensated therefor in the computation of the interest rates applicable to the Loan. A detailed statement as to the amount of such increased cost, reduced sum receivable or reduced rate of return, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes, absent manifest error in determination. Payee shall promptly notify Maker of any event occurring after the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not intended to increase the yield to payee above the rates of interest provided for in this Note.
2.6 Notwithstanding any other provision of this Note to the contrary, if, upon receiving an Interest Rate Notice of Election If (a) deposits in U.S. dollars for periods comparable to the LIBOR Period of one (1) month are not available to Payee the Lender in the London Interbank Market, or (b) the LIBOR Rate will not accurately cover the cost to Payee Lender of making or maintaining the related Designated LIBOR Rate AmountRate, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirementlaw, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Lender with any request or directive of such authority (whether or not having the force of law), including without limitation exchange controls, it is unlawfulimpracticable, unlawful or impossible or unduly burdensome for Payee (i) Lender to advance continue to charge interest hereunder at the relevant Designated LIBOR Rate Amount or (ii) to continue any outstanding sum as a Designated LIBOR Rate Amount or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion to interest hereunder shall accrue at the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advancesPrime Rate.
2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued 2.3 All interest thereon to the date of payment and all amounts due to the affected Payee under Section 2.8, (a) on the last day of the then-current LIBOR Period, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this Section 2.7, Maker may, at its option, and at the time provided in this Section 2.7, convert any affected advance or a portion thereof to the Variable Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest on the affected advance to the date of conversion and all amounts due to Payee under Section 2.8.
2.8 If Maker makes any payment of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee payable in accordance with Section this Note shall be computed on the basis of a year consisting of three hundred sixty (360) days, but applied to actual days elapsed.
2.4 In addition to the interest payments set forth in Sections 2.1 and 2.2, or fails to make any payment of whichever is applicable, commencing May 1, 2002, principal or interest in respect of a Designated LIBOR Amount when due or at the Maturity Date, the Maker shall reimburse Payee on demand for any resulting actual and direct loss or expense incurred by Payee, determined in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties. A detailed statement as to the amount of such loss or expense, prepared in good faith and submitted by Payee to Maker, payments shall be conclusive due and binding for all purposes absent manifest error payable monthly on the first day of each month throughout the balance of the term of this Note in determination. This provision is for the benefit of Payee and is not intended an amount equal to increase the yield to Payee above the rates of interest provided for in this AgreementTwenty Thousand Two Hundred Ninety-Eight Dollars ($20,298.00).
2.9 The provisions of sections 2.5 All principal and 2.8 all accrued and unpaid interest shall survive the termination be due and payment payable in full of this Noteon April 1, 2005.
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Payments of Principal and Interest. 2.1 From (a) Payments on Bonds issued as Book Entry Bonds will be made by or on behalf of the Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Definitive Bonds that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Bond (or one or more Predecessor Bonds) is registered at the close of business on the Record Date for such Payment Date by either (i) check mailed to such Person's address as it appears in the Bond Register on such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Bondholder, if such Bondholder (A) is the registered holder of Definitive Bonds having an initial principal amount of at least $[ ] and (B) has provided the Trustee with wiring instructions in writing by five days prior to the related Record Date or has provided the Trustee with such instructions for any previous Payment Date, except for the final installment of principal payable with respect to such Bond (or the Redemption Price for any Bond called for redemption, if such redemption will result in payment of the then entire unpaid principal amount of such Bond), which shall be payable as provided in subsection (b) below of this Section 2.08. A fee may be charged by the Trustee to a Bondholder of Definitive Bonds for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07.
(b) All reductions in the principal amount of a Bond (or one or more Predecessor Bonds) effected by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Bond and of any Bond issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Bond. The final installment of principal of each Bond (including the Redemption Price of any Bond called for optional redemption, if such optional redemption will result in payment of the entire unpaid principal amount of such Bond) shall be payable only upon presentation and surrender thereof on or after the date of this Note, interest on the unrepaid advances of the principal sum from date of disbursement by Payee Payment Date therefor at the Variable Rate shall be Trustee's presenting office in [the Borough of Manhattan, the City of New York, State of New York], pursuant to Section 3.02. Whenever the Trustee expects that the entire remaining unpaid principal amount of any Bond will become due and payable monthly on the first day next Payment Date other than pursuant to a redemption pursuant to Section 10.02, it shall, no later than two days prior to such Payment Date, telecopy or hand deliver to each Person in whose name a Bond to be so retired is registered at the close of each month commencing Januarybusiness on such otherwise applicable Record Date a notice to the effect that:
(i) the Trustee expects that funds sufficient to pay such final installment will be available in the Bond Account on such Payment Date; and
(ii) if such funds are available, 1998(A) such final installment will be payable on such Payment Date, but only upon presentation and continuing on surrender of such Bond at the first day of each month thereafter through the Maturity Date. Notwithstanding the foregoing, Maker shall have the option to convert the interest rate charged on all office or portions agency of the outstanding principal balance Trustee maintained for such purpose pursuant to a LIBOR Rate as Section 3.02 (the address of which shall be set forth in Section 2.2 hereof. In the event Maker such notice) and (B) no interest shall effectively convert the interest charged on all or portions of the outstanding principal balance pursuant to Section 2.2, interest accrue on such portions shall accrue and be due and payable as set forth Bond after such Payment Date. Notices in Section 2.2.
2.2 Maker may, at any time, exercise Maker's Interest Rate Conversion Option to convert the interest rate payable hereunder on a Designated LIBOR Rate Amount from the variable Rate to a LIBOR Rate for the LIBOR Period. Maker connection with redemptions of Bonds shall be entitled mailed to request a Rate Quote from Payee by submitting a Rate Quote Request. In the event Maker desires to accept a Rate Quote, Maker shall deliver to Payee an Interest Rate Notice of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing on the applicable Interest Rate Conversion Date, interest on the applicable Designated LIBOR Rate Amount shall accrue at the LIBOR Rate indicated in the applicable Rate Quote and interest payments shall be due and payable monthly at such LIBOR Rate for the applicable LIBOR Period, commencing on the first day of the first month next immediately following the applicable Interest Rate Conversion Date and continuing through the applicable Reconversion Date, at which time the interest rate payable hereunder on such Designated LIBOR Rate Amount shall automatically reconvert to the Variable Rate and monthly payments shall be due and payable Bondholders in accordance with Section 2.1, above, thereafter throughout 10.02.
(c) Subject to the balance of the term foregoing provisions of this NoteSection, unless reconverted each Bond delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Bond shall carry the rights to unpaid principal and interest that were carried by Maker's re-exercise such other Bond. Any checks mailed pursuant to subsection (a) of an Interest Rate Conversion Option, in which case a new LIBOR Rate this Section 2.08 and LIBOR Period returned undelivered shall then be determined.
2.3 All interest payable held in accordance with this Note shall be calculated on the basis of the actual number of calendar days elapsed but computed on a daily basis as if each year consisted of 360 daysSection 3.03.
2.4 All principal (d) Not later than each Payment Date, the Trustee shall prepare and all accrued and unpaid interest shall be due and payable in full on deliver to the Maturity Date.
2.5 In the event that any applicable law, treaty, rule or regulation Issuer a statement (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Payee with any request or directive of any such authority (whether or not having the force of law) (each of the foregoing being referred to as a "Regulatory RequirementPayment Date Statement"), shall (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under this Note (other than taxes imposed on the overall net income of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Payee, or (c) shall impose any other condition, requirement or charge with respect to this Note or the Loan Documents such Payment Date setting forth:
(including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan"i) or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to the extent Payee is not compensated therefor in the computation of the interest rates applicable to the Loan. A detailed statement as to the amount of interest paid to Bondholders on such increased cost, reduced sum receivable or reduced rate of return, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes, absent manifest error in determination. Payee shall promptly notify Maker of any event occurring after the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not intended to increase the yield to payee above the rates of interest provided for in this Note.Payment Date;
2.6 Notwithstanding any other provision of this Note to the contrary, if, upon receiving an Interest Rate Notice of Election (a) deposits in U.S. dollars for periods comparable to the LIBOR Period are not available to Payee in the London Interbank Market, or (b) the LIBOR Rate will not accurately cover the cost to Payee of making or maintaining the related Designated LIBOR Rate Amount, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance the relevant Designated LIBOR Rate Amount or (ii) the amount of principal paid to continue any outstanding sum as a Designated LIBOR Rate Amount or Bondholders on such Payment Date and the Bond Balance after giving effect to such payment;
(iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion to the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advances.
2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued interest thereon Servicing Fees and other servicing compensation and such other customary information as the Trustee deems necessary or desirable, or that a Bondholder reasonably requests, in respect of servicing expense;
(iv) the amount of Monthly Advances to be made by the date of payment and all amounts due to Servicer or the affected Payee under Section 2.8, Trustee;
(av) on the last day of the then-current LIBOR Periodamount, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative Monthly Advances reimbursable to the repayment obligation provided in this Section 2.7Servicer or the Trustee, Maker may, at its optionas applicable, and at not previously reimbursed;
(vi) the time provided Aggregate Stated Balance of the Mortgage Loans as of the related Determination Date;
(vii) the aggregate amount of Prepayments made on the Mortgage Loans during the related Prepayment Period;
(viii) the aggregate of any Insurance Proceeds, Liquidation Proceeds, Condemnation Proceeds and REO Disposition Proceeds received in this Section 2.7, convert respect of any affected advance or a portion thereof to Mortgage Loan during the Variable Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by related Prepayment Period; and
(ix) the foregoing external conditionsSubordination Level and the current Required Subordination Level remaining in the Mortgage Pool, in each case, at the close of business on such Payment Date. In the case accompanied of information furnished pursuant to subclauses (i) and (ii) above, the amounts will be expressed as a dollar amount per $[ ] denomination of Bonds. Each Payment Date Statement will be delivered by the payment Trustee only in the event it receives the related Servicer report required under Section [ ] of all accrued interest the Servicing Agreement on the affected advance or prior to the date Servicer Reporting Date. Each Payment Date Statement shall be delivered by the Trustee to the Issuer and the Rating Agency and shall also be delivered to each Bondholder as the statement required pursuant to Section 8.05. The Trustee shall have no responsibility to recalculate, verify or recompute information contained in any such Servicer's report. Within a reasonable period of conversion and all amounts due to Payee under Section 2.8.
2.8 If Maker makes any payment time after the end of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee in accordance with Section 2.2, or fails to make any payment of principal or interest in respect of a Designated LIBOR Amount when due or at the Maturity Dateeach calendar year, the Maker shall reimburse Payee on demand Trustee will be required to furnish to each person who at any time during the calendar year was a Bondholder a statement containing the information set forth in subclauses (i) and (ii) above, aggregated for any resulting actual and direct loss such calendar year or expense incurred by Payee, determined in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third partiesthe applicable portion thereof during which such person was a Bondholder. A detailed statement as Such obligation will be deemed to the amount of such loss or expense, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes absent manifest error in determination. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Agreement.
2.9 The provisions of sections 2.5 and 2.8 shall survive the termination and payment in full of this Note.have been satisfied to
Appears in 1 contract
Payments of Principal and Interest. 2.1 From Interest (and after principal, if any, payable other than at Stated Maturity or upon acceleration or redemption) shall be paid in immediately available funds to the Person in whose name a Security is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration or redemption shall be paid to the Person to whom principal will be payable; provided further, that if and to the extent IRSA defaults in the payment of the interest, including any Additional Amounts, due on such Interest Payment Date, such defaulted interest, including any Additional Amounts, shall be paid to the Person in whose names such Securities are registered at the end of a subsequent record date established by IRSA by notice given by mail by or on behalf of IRSA to the Holders of the Securities not less than fifteen (15) days preceding such subsequent record date, such record date to be not less than fifteen (15) days preceding the date of this Notepayment in respect of such defaulted interest. Unless otherwise specified in the resolutions of the Board of Directors or indenture supplemental hereto related to the Series of such Securities, the first payment of interest on any Security originally issued between a Regular Record Date and an Interest Payment Date shall be made on the unrepaid advances Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. Unless otherwise specified in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the Series of such Securities, the “Regular Record Date” with respect to any Security will be the date fifteen (15) calendar days prior to each Interest Payment Date, whether or not such date is a Business Day. Payments of the principal sum from of and any premium, interest, Additional Amounts and other amounts on or in respect of any Security at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds upon surrender of disbursement by Payee such Security at the Variable Rate Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Security is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of Securities to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due and payable monthly on date for such payments to the first day of each month commencing January, 1998, and continuing on the first day of each month thereafter through the Maturity Date. Notwithstanding the foregoing, Maker shall have the option to convert the interest rate charged on all or portions address of the outstanding principal balance to a LIBOR Rate Person entitled thereto as set forth it appears in Section 2.2 hereof. In the event Maker shall effectively convert Register; provided that (a) DTC and the interest charged on all or portions Common Depositary, as Holders of the outstanding principal balance pursuant to Section 2.2Global Securities, interest on such portions shall accrue and be due and payable as set forth in Section 2.2.
2.2 Maker may, at any time, exercise Maker's Interest Rate Conversion Option to convert the interest rate payable hereunder on a Designated LIBOR Rate Amount from the variable Rate to a LIBOR Rate for the LIBOR Period. Maker shall be entitled to request a Rate Quote from Payee receive payments of interest by submitting a Rate Quote Request. In the event Maker desires to accept a Rate Quotewire transfer of immediately available funds, Maker shall deliver to Payee an Interest Rate Notice of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing on the applicable Interest Rate Conversion Date, interest on the applicable Designated LIBOR Rate Amount shall accrue at the LIBOR Rate indicated in the applicable Rate Quote and interest payments shall be due and payable monthly at such LIBOR Rate for the applicable LIBOR Period, commencing on the first day of the first month next immediately following the applicable Interest Rate Conversion Date and continuing through the applicable Reconversion Date, at which time the interest rate payable hereunder on such Designated LIBOR Rate Amount shall automatically reconvert to the Variable Rate and monthly payments shall be due and payable in accordance with Section 2.1, above, thereafter throughout the balance of the term of this Note, unless reconverted by Maker's re-exercise of an Interest Rate Conversion Option, in which case a new LIBOR Rate and LIBOR Period shall then be determined.
2.3 All interest payable in accordance with this Note shall be calculated on the basis of the actual number of calendar days elapsed but computed on a daily basis as if each year consisted of 360 days.
2.4 All principal and all accrued and unpaid interest shall be due and payable in full on the Maturity Date.
2.5 In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Payee with any request or directive of any such authority (whether or not having the force of law) (each of the foregoing being referred to as a "Regulatory Requirement"), shall (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under this Note (other than taxes imposed on the overall net income of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) a Holder of U.S. $1,000,000 (or the 11924629 approximate equivalent thereof in a Specified Currency other than U.S. dollars) in aggregate principal or face amount of Securities of the same Series shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the account of, or credit extended United States as may have been appropriately designated by Payee, or such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due and (c) shall impose any other condition, requirement or charge with respect to this Note or the Loan Documents (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to the extent Payee that the Holder of a Security issued and denominated in a Specified Currency other than U.S. dollars elects to receive payment of the principal of and any premiums, interest, Additional Amounts and other amounts on or in respect of such Security at Stated Maturity or upon redemption in such Specified Currency, such payment, except in circumstances described in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the relevant Series, shall be made by wire transfer of immediately available funds to an account specified in writing not less than fifteen (15) days prior to the date such payment is due by the Holder to the Trustee. Unless such designation is revoked, any such designation made by such Holder with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Holder. If the principal of or any premium, interest, Additional Amounts or other amounts on any Security is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not compensated therefor available due to the imposition of exchange controls or other circumstances beyond IRSA’s control, or is no longer used by the government of the country issuing such currency or for settlement of transactions by public institutions of or within the international banking community, then IRSA, until such currency is again available or so used, will be entitled, to the extent permitted by Argentine law, to satisfy its obligations to the Holder of such Securities by making such payment in U.S. dollars at the Exchange Rate for such Specified Currency on the Payment Date. The making of any payment in respect of any Security in U.S. dollars under the foregoing circumstances will not constitute an Event of Default under such Security. If so specified in the computation resolutions of the interest rates applicable Board of Directors or indenture supplemental hereto related to a Series of Securities denominated in a Specified Currency other than U.S. dollars, payments of principal, interest, Additional Amounts or other amounts on or in respect of any such Security shall, to the Loanextent permitted by applicable law, be made in U.S. dollars, calculated at the Exchange Rate for the Payment Date, if the Holder of such Security on the relevant Regular Record Date or at Stated Maturity, as the case may be, has transmitted a written request for such payment in U.S. dollars to the Trustee and the applicable Paying Agent on or prior to such Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. A detailed statement Such request may be in writing (mailed or hand delivered) or by facsimile transmission. Any such request made with respect to any Security by a Holder will remain in effect with respect to any further payments of principal, interest, Additional Amounts or other amounts on or in respect of such Security payable to such Holder, unless such request is revoked on or prior to the relevant Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. The U.S. dollar amount to be received by a Holder of a Security denominated in a Specified Currency other than U.S. dollars who elects to receive payment in U.S. dollars will be based on the Exchange Rate, on the second (2nd) Business Day next preceding the applicable Payment Date. If Exchange Rate quotations are not available on the second (2nd) Business Day 11924629 preceding the applicable Payment Date, such payment will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on any Security denominated in a Specified Currency other that U.S. dollars will be borne by the Holder thereof by deductions from payment of the currency exchange being effected on behalf of the Holder by the Exchange Rate Agent. Unless otherwise specified in the terms of a Series of Securities, Securities denominated in a Specified Currency other than U.S. dollars will provide that, in the event of an official redenomination of the currency, the obligations of IRSA with respect to payments on such Securities shall, in all cases, be deemed immediately following such redenomination to provide for payment of that amount of the redenominated currency representing the amount of such increased cost, reduced sum receivable or reduced rate of return, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes, absent manifest error in determination. Payee shall promptly notify Maker of any event occurring after the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not intended to increase the yield to payee above the rates of interest provided for in this Noteobligations immediately before such redenomination.
2.6 Notwithstanding any other provision of this Note to the contrary, if, upon receiving an Interest Rate Notice of Election (a) deposits in U.S. dollars for periods comparable to the LIBOR Period are not available to Payee in the London Interbank Market, or (b) the LIBOR Rate will not accurately cover the cost to Payee of making or maintaining the related Designated LIBOR Rate Amount, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance the relevant Designated LIBOR Rate Amount or (ii) to continue any outstanding sum as a Designated LIBOR Rate Amount or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion to the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advances.
2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued interest thereon to the date of payment and all amounts due to the affected Payee under Section 2.8, (a) on the last day of the then-current LIBOR Period, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this Section 2.7, Maker may, at its option, and at the time provided in this Section 2.7, convert any affected advance or a portion thereof to the Variable Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest on the affected advance to the date of conversion and all amounts due to Payee under Section 2.8.
2.8 If Maker makes any payment of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee in accordance with Section 2.2, or fails to make any payment of principal or interest in respect of a Designated LIBOR Amount when due or at the Maturity Date, the Maker shall reimburse Payee on demand for any resulting actual and direct loss or expense incurred by Payee, determined in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties. A detailed statement as to the amount of such loss or expense, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes absent manifest error in determination. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Agreement.
2.9 The provisions of sections 2.5 and 2.8 shall survive the termination and payment in full of this Note.
Appears in 1 contract
Sources: Indenture (Cresud Inc)
Payments of Principal and Interest. 2.1 From and after Unless otherwise stated in the date of this Noteapplicable Pricing Supplement, if the applicable Pricing Supplement provides for monthly interest on payments, the unrepaid advances of the principal sum from date of disbursement by Payee at the Variable Rate Interest Payment Date shall be due and payable monthly on the first fifteenth day of each calendar month, commencing in the calendar month commencing Januarythat next succeeds the month of the Issue Date; if the applicable Pricing Supplement provides for quarterly interest payments, 1998, and continuing on the first Interest Payment Dates shall be the fifteenth day of each third month, commencing in the third succeeding calendar month thereafter through following the Maturity month of the Issue Date; if the applicable Pricing Supplement provides for semiannual interest payments, the Interest Payment Dates shall be the fifteenth day of each sixth month, commencing in the sixth succeeding calendar month following the month of the Issue Date; and if the applicable Pricing Supplement provides for annual interest payments, the Interest Payment Date shall be the fifteenth day of every twelfth month, commencing in the twelfth succeeding calendar month following the month of the Issue Date. Notwithstanding the foregoing, Maker shall have the option to convert the interest rate charged on all or portions of the outstanding principal balance to a LIBOR Rate as set forth in Section 2.2 hereof. In the event Maker shall effectively convert the interest charged on all or portions of the outstanding principal balance pursuant to Section 2.2, interest on such portions shall accrue and be due and payable as set forth in Section 2.2.
2.2 Maker may, at any time, exercise Maker's Interest Rate Conversion Option to convert the interest rate payable hereunder on a Designated LIBOR Rate Amount from the variable Rate to a LIBOR Rate for the LIBOR Period. Maker Debt Obligation shall be entitled to request a Rate Quote from Payee by submitting a Rate Quote Request. In the event Maker desires to accept a Rate Quote, Maker shall deliver to Payee an Interest Rate Notice of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing on the applicable Interest Rate Conversion Date, interest on the applicable Designated LIBOR Rate Amount shall accrue at the LIBOR Rate indicated in the applicable Rate Quote and interest payments shall be due and payable monthly at such LIBOR Rate for the applicable LIBOR Period, commencing on the first day of the first month next immediately following the applicable Interest Rate Conversion Date and continuing through the applicable Reconversion Date, at which time the interest rate payable hereunder on such Designated LIBOR Rate Amount shall automatically reconvert to the Variable Rate and monthly payments shall be due and payable in accordance with Section 2.1, above, thereafter throughout the balance of the term of this Note, unless reconverted by Maker's re-exercise of an Interest Rate Conversion Option, in which case a new LIBOR Rate and LIBOR Period shall then be determined.
2.3 All interest payable in accordance with this Note shall be calculated computed on the basis of a 360-day year of twelve 30-day months or, in the actual case of an incomplete month, the number of calendar days elapsed but computed on elapsed. Each payment of interest hereon shall include interest accrued through the day before the Interest Payment Date or date of Maturity, as the case may be. In no event shall the interest rate of a daily basis as if each year consisted of 360 days.
2.4 All principal and all accrued and unpaid interest shall Debt Obligation be due and payable in full on higher than the Maturity Date.
2.5 In the event that any maximum rate permitted by applicable law, treatyas the same may be modified by United States law of general application. Any payment of principal, rule or regulation (whether domestic or foreign) now or hereafter in effectpremium, if any, or interest to be made on any interpretation Interest Payment Date or administration thereof by any governmental authority charged on a date of Maturity that is not a Business Day shall be made on the next succeeding Business Day with the interpretation same force and effect as if made on such Interest Payment Date or administration thereofsuch date of Maturity, or compliance by Payee with as the case may be, and no additional interest shall accrue as a result of such delayed payment. Unless otherwise stated in the applicable Pricing Supplement, the interest so payable on any request or directive Interest Payment Date shall, subject to certain exceptions provided in the Indenture, be paid to the person in whose name a Debt Obligation is registered at the close of any such authority business on the fifteenth day preceding the Interest Payment Date (the "Regular Record Date"), whether or not having the force of law) (each a Business Day; provided, however, that, notwithstanding any provision of the foregoing being referred to as a "Regulatory Requirement"), shall (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under this Note (other than taxes imposed on the overall net income of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Payee, or (c) shall impose any other condition, requirement or charge with respect to this Note or the Loan Documents (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to the extent Payee is not compensated therefor in the computation of the interest rates applicable to the Loan. A detailed statement as to the amount of such increased cost, reduced sum receivable or reduced rate of return, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes, absent manifest error in determination. Payee shall promptly notify Maker of any event occurring after the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not intended to increase the yield to payee above the rates of interest provided for in this Note.
2.6 Notwithstanding any other provision of this Note Indenture to the contrary, if, upon receiving an Interest Rate Notice interest payable on any date of Election (a) deposits in U.S. dollars for periods comparable Maturity shall be payable to the LIBOR Period are not available Person to Payee whom principal shall be payable; and provided, further, that, unless otherwise specified in the London Interbank Marketapplicable Pricing Supplement, or (b) in the LIBOR Rate will not accurately cover case of a Debt Obligation initially issued between a Regular Record Date and the cost Interest Payment Date relating to Payee of making or maintaining such Regular Record Date, interest for the related Designated LIBOR Rate Amount, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance period beginning on the relevant Designated LIBOR Rate Amount or (ii) to continue any outstanding sum as a Designated LIBOR Rate Amount or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker Issue Date and ending on such Interest Payment Date shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion paid on the Interest Payment Date following the next succeeding Regular Record Date to the LIBOR Rate for any registered Holder on such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advancesnext succeeding Regular Record Date.
2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued interest thereon to the date of payment and all amounts due to the affected Payee under Section 2.8, (a) on the last day of the then-current LIBOR Period, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this Section 2.7, Maker may, at its option, and at the time provided in this Section 2.7, convert any affected advance or a portion thereof to the Variable Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest on the affected advance to the date of conversion and all amounts due to Payee under Section 2.8.
2.8 If Maker makes any payment of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee in accordance with Section 2.2, or fails to make any payment of principal or interest in respect of a Designated LIBOR Amount when due or at the Maturity Date, the Maker shall reimburse Payee on demand for any resulting actual and direct loss or expense incurred by Payee, determined in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties. A detailed statement as to the amount of such loss or expense, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes absent manifest error in determination. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Agreement.
2.9 The provisions of sections 2.5 and 2.8 shall survive the termination and payment in full of this Note.
Appears in 1 contract
Sources: Medium Term Note Master Note (Lehman Brothers Holdings Inc)
Payments of Principal and Interest. 2.1 From 5 In addition to any payments of principal or interest required to be made by the Borrower pursuant to and after in accordance with the date provisions of the Credit Agreement, the Borrower promises to pay (i) the principal amount of the Acquisition Note made under this NoteAcquisition Note in equal consecutive monthly installments in the amount of $______________ each, commencing on ___________ ___, 201__, and continuing on the ____ day of each month thereafter, and a final installment of all outstanding principal on _____________, 20__6 (the “Maturity Date”) and (ii) interest on the unrepaid advances unpaid principal amount of the principal sum from date of disbursement by Payee at the Variable Rate shall be due and payable monthly Acquisition Loan made under this Acquisition Note in arrears on the first ___ day of each month commencing Januaryon _________ __, 1998, 201__ and continuing on the first day of each month thereafter through Maturity Date and at such other times as may be specified in the Maturity DateCredit Agreement. Notwithstanding the foregoing, Maker shall have the option to convert the interest rate charged on all or portions of the Any outstanding principal balance to a LIBOR Rate as set forth in Section 2.2 hereof. In the event Maker shall effectively convert the interest charged on all or portions of the outstanding principal balance pursuant to Section 2.2, interest on such portions shall accrue and be due and payable as set forth in Section 2.2.
2.2 Maker may, at any time, exercise Maker's Interest Rate Conversion Option to convert the interest rate payable hereunder on a Designated LIBOR Rate Amount from the variable Rate to a LIBOR Rate for the LIBOR Period. Maker shall be entitled to request a Rate Quote from Payee by submitting a Rate Quote Request. In the event Maker desires to accept a Rate Quote, Maker shall deliver to Payee an Interest Rate Notice of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing on the applicable Interest Rate Conversion Date, interest on the applicable Designated LIBOR Rate Amount shall accrue at the LIBOR Rate indicated in the applicable Rate Quote and interest payments shall be due and payable monthly at such LIBOR Rate for the applicable LIBOR Period, commencing on the first day of the first month next immediately following the applicable Interest Rate Conversion Date and continuing through the applicable Reconversion Date, at which time the interest rate payable hereunder on such Designated LIBOR Rate Amount shall automatically reconvert to the Variable Rate and monthly payments shall be due and payable in accordance with Section 2.1, above, thereafter throughout the balance of the term of this Note, unless reconverted by Maker's re-exercise of an Interest Rate Conversion Option, in which case a new LIBOR Rate and LIBOR Period shall then be determined.
2.3 All interest payable in accordance with this Note shall be calculated on the basis of the actual number of calendar days elapsed but computed on a daily basis as if each year consisted of 360 days.
2.4 All principal and all accrued and unpaid interest shall be due and payable in full on the Maturity Date.
2.5 In . All payments of principal and interest shall be made to the event that Lender in Dollars in immediately available funds at the Lender’s Payment Office in accordance with the provisions of the Loan Agreement, the terms of which are incorporated herein by reference. If any applicable lawamount is not paid in full when due hereunder, treatysuch unpaid amount shall bear interest, rule to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Acquisition Note is entitled to the benefits set forth in the Credit Agreement and may be prepaid in whole or regulation (whether domestic in part subject to the terms and conditions provided therein. This Acquisition Note is also entitled to the benefits of any and all Security Documents and other Loan Documents executed in connection with the Credit Agreement and securing the Borrower’s obligations thereunder. Upon the occurrence and continuation of one or foreign) now or hereafter more of the Events of Default specified in effectthe Credit Agreement, all amounts then remaining unpaid on this Acquisition Note shall become, or any interpretation or administration thereof by any governmental authority charged with may be declared to be, immediately due and payable all as provided in the interpretation or administration thereof, or compliance by Payee with any request or directive of any such authority (whether or not having Credit Agreement. 5 Principal and interest payments to commence on the force of law) (each day of the foregoing being referred to as a "Regulatory Requirement"), shall (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under this Note (other than taxes imposed on the overall net income of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits immediately following month that corresponds with or for the account of, or credit extended by Payee, or (c) shall impose any other condition, requirement or charge with respect to this Note or the Loan Documents (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Acquisition Note (or if none, the last day of such immediately following month). The monthly principal payment will be an amount equal to the face amount of this Acquisition Note divided by the total number of months from the date of such Acquisition Note to its Maturity Date. 6 Maturity Date to be such term (not to exceed 60 months from date of Acquisition Note), then Maker shall pay as requested by the Borrower and subject to Payeethe Lender’s approval in its sole discretion. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Acquisition Note. THIS ACQUISITION NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA. WESTERN CAPITAL RESOURCES, INC. By: (SEAL) Name: Title: To: FIFTH THIRD BANK Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of April __, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, upon request the “Agreement;” the terms defined therein being used herein as therein defined), among WESTERN CAPITAL RESOURCES, INC., a Minnesota corporation (the “Borrower”), and FIFTH THIRD BANK (the “Lender”). The undersigned Responsible Officer7 hereby certifies as of Payeethe date hereof that he/she is the ___________________________________ of the Borrower, additional amounts sufficient and that, as such, he/she is authorized to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") execute and deliver this Certificate to the extent Payee is not compensated therefor in Lender on the computation behalf of the interest rates applicable to the Loan. A detailed statement Borrower, and that: Attached hereto as to the amount of such increased cost, reduced sum receivable or reduced rate of return, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes, absent manifest error in determination. Payee shall promptly notify Maker of any event occurring after the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not intended to increase the yield to payee above the rates of interest provided for in this Note.
2.6 Notwithstanding any other provision of this Note to the contrary, if, upon receiving an Interest Rate Notice of Election (a) deposits in U.S. dollars for periods comparable to the LIBOR Period Schedule 1 are not available to Payee in the London Interbank Market, or (b) the LIBOR Rate will not accurately cover the cost to Payee of making or maintaining the related Designated LIBOR Rate Amount, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance the relevant Designated LIBOR Rate Amount or year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section and (ii) to continue any outstanding sum the consolidating balance sheet of the Borrower and its Subsidiaries as a Designated LIBOR Rate Amount at the end of such fiscal year and the related consolidating statements of income or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amountoperations, then Maker shall not be entitled, so long as shareholders’ equity and cash flows for such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion fiscal year. Such consolidating statements are fairly stated in all material respects when considered in relation to the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advances.
2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued interest thereon to the date of payment and all amounts due to the affected Payee under Section 2.8, (a) on the last day consolidated financial statements of the then-current LIBOR Period, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount Borrower and its Subsidiaries. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of such day, or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision is the Agreement for the benefit fiscal quarter of Payee the Borrower ended as of the above date. Such consolidated financial statements fairly present the financial condition, results of operations and is not intended to increase cash flows of the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this Section 2.7, Maker may, at Borrower and its option, and at the time provided in this Section 2.7, convert any affected advance or a portion thereof to the Variable Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest on the affected advance to the date of conversion and all amounts due to Payee under Section 2.8.
2.8 If Maker makes any payment of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee Subsidiaries in accordance with Section 2.2GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes and such consolidating financial statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or fails has caused to make any payment be made under his/her supervision, a detailed review of principal the transactions and condition (financial or interest in respect otherwise) of a Designated LIBOR Amount when due or at the Maturity Date, Borrower during the Maker shall reimburse Payee on demand for any resulting actual and direct loss or expense incurred accounting period covered by Payee, determined in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties. A detailed statement as to the amount of such loss or expense, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes absent manifest error in determination. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Agreementattached financial statements.
2.9 The provisions of sections 2.5 and 2.8 shall survive the termination and payment in full of this Note.
Appears in 1 contract
Payments of Principal and Interest. 2.1 a. Interest and principal under this Note shall be payable as follows:
i. interest accruing from the date hereof to and including February 29, 2004 shall be paid on the date hereof; and
ii. commencing on April 1, 2004 and on each and every Payment Date thereafter until the Maturity Date, monthly installments of interest payable on this Note, in arrears, and scheduled principal amortization in the amounts (the MONTHLY AMOUNTS) set forth on SCHEDULE A hereto (subject to adjustment as provided in Section 4(f)).
b. From and after the date Anticipated Repayment Date, unless the Indebtedness has been repaid in full, Borrower shall continue to make payments of this Noteaccrued interest and Monthly Amounts on each Payment Date. From and after the Anticipated Repayment Date, interest on unless the unrepaid advances Indebtedness has been repaid in full, all Excess Cash Flow shall be applied to repayment of the Loan on each Payment Date as a partial prepayment of the outstanding principal sum from date Indebtedness. Deferred Interest shall be payable after all principal and other amounts due hereunder have been paid in full.
c. All payments made by Borrower hereunder or under any of disbursement the Loan Documents shall be made on or before 2:00 p.m. New York City time or such later time as Lender or its servicer shall apply amounts on deposit in the Holding Account in accordance the terms of the Loan Documents. Any payments received after such time shall be credited to the next following Business Day.
d. All amounts advanced by Payee at Lender pursuant to the Variable Rate Loan Documents, other than the Principal Amount, or other charges provided in the Loan Documents, shall be due and payable monthly on as provided in the first day of each month commencing January, 1998, and continuing on the first day of each month thereafter through the Maturity Date. Notwithstanding the foregoing, Maker shall have the option to convert the interest rate charged on all or portions of the outstanding principal balance to a LIBOR Rate as set forth in Section 2.2 hereofLoan Documents. In the event Maker shall effectively convert the interest charged on all any such advance or portions of the outstanding principal balance pursuant to Section 2.2charge is not so repaid by Borrower, interest on such portions shall accrue and be due and payable as set forth in Section 2.2.
2.2 Maker Lender may, at its option, first apply any timepayments received under this Note to repay such advances, exercise Maker's Interest Rate Conversion Option to convert together with any interest thereon, or other charges as provided in the interest rate payable hereunder on a Designated LIBOR Rate Amount from Loan Documents, and the variable Rate to a LIBOR Rate for the LIBOR Period. Maker balance, if any, shall be entitled to request a Rate Quote from Payee by submitting a Rate Quote Request. In the event Maker desires to accept a Rate Quote, Maker shall deliver to Payee an Interest Rate Notice applied in payment of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing on the applicable Interest Rate Conversion Date, any installment of interest on the applicable Designated LIBOR Rate Amount shall accrue at the LIBOR Rate indicated in the applicable Rate Quote and interest payments shall be or principal then due and payable monthly at such LIBOR Rate for the applicable LIBOR Period, commencing on the first day of the first month next immediately following the applicable Interest Rate Conversion Date and continuing through the applicable Reconversion Date, at which time the interest rate payable hereunder on such Designated LIBOR Rate payable.
e. The entire Principal Amount shall automatically reconvert to the Variable Rate and monthly payments shall be due and payable in accordance with Section 2.1, above, thereafter throughout the balance of the term of this Note, unless reconverted by Maker's re-exercise of an Interest Rate Conversion Optionall unpaid accrued interest, in which case a new LIBOR Rate and LIBOR Period shall then be determined.
2.3 All all interest payable in accordance with this Note shall be calculated that would accrue on the basis Principal Amount through the end of the actual number of calendar days elapsed but computed on a daily basis as if each year consisted of 360 days.
2.4 All principal Interest Period during which the Maturity Date occurs and all accrued other fees and unpaid interest sums then payable hereunder or under the Loan Documents (collectively, the MATURITY DATE PAYMENT), shall be due and payable in full on the Maturity Date.
2.5 In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Payee with any request or directive of any such authority (whether or not having the force of law) (each of the foregoing being referred to as a "Regulatory Requirement"), shall (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under f. Amounts due on this Note (other than taxes imposed shall be payable, without any counterclaim, setoff or deduction whatsoever, at the office of Lender or its agent or designee at the address set forth on the overall net income first page of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Payee, or (c) shall impose any other condition, requirement or charge with respect to this Note or the Loan Documents (at such other place as Lender or its agent or designee may from time to time designate in writing.
g. All amounts due under this Note, including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirement), interest and the result of any of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to the extent Payee is not compensated therefor in the computation of the interest rates applicable to the Loan. A detailed statement as to the amount of such increased cost, reduced sum receivable or reduced rate of return, prepared in good faith and submitted by Payee to MakerPrincipal Amount, shall be conclusive due and binding payable in lawful money of the United States.
h. To the extent that Borrower makes a payment or Lender receives any payment or proceeds for all purposesBorrower's benefit, absent manifest error which are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in determination. Payee shall promptly notify Maker possession, receiver, custodian or any other party under any bankruptcy law, common law or equitable cause, then, to such extent, the obligations of any event occurring after the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not Borrower hereunder intended to increase the yield to payee above the rates of interest provided for in this Note.
2.6 Notwithstanding any other provision of this Note to the contrary, if, upon receiving an Interest Rate Notice of Election (a) deposits in U.S. dollars for periods comparable to the LIBOR Period are not available to Payee in the London Interbank Market, or (b) the LIBOR Rate will not accurately cover the cost to Payee of making or maintaining the related Designated LIBOR Rate Amount, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance the relevant Designated LIBOR Rate Amount or (ii) to continue any outstanding sum as a Designated LIBOR Rate Amount or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion to the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advances.
2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued interest thereon to the date of payment and all amounts due to the affected Payee under Section 2.8, (a) on the last day of the then-current LIBOR Period, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this Section 2.7, Maker may, at its option, and at the time provided in this Section 2.7, convert any affected advance or a portion thereof to the Variable Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest on the affected advance to the date of conversion and all amounts due to Payee under Section 2.8.
2.8 If Maker makes any payment of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee in accordance with Section 2.2, or fails to make any payment of principal or interest in respect of a Designated LIBOR Amount when due or at the Maturity Date, the Maker shall reimburse Payee on demand for any resulting actual and direct loss or expense incurred by Payee, determined in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties. A detailed statement as to the amount of such loss or expense, prepared in good faith and submitted by Payee to Maker, satisfied shall be conclusive revived and binding for all purposes absent manifest error in determination. This provision is for the benefit of Payee and is continue as if such payment or proceeds had not intended to increase the yield to Payee above the rates of interest provided for in this Agreementbeen received by Lender.
2.9 The provisions of sections 2.5 and 2.8 shall survive the termination and payment in full of this Note.
Appears in 1 contract
Sources: Note (Alexanders Inc)
Payments of Principal and Interest. 2.1 From and after Fuji will pay the date principal amount of this each Certificated Note at Stated Maturity upon presentation of such Note to Fuji. Such payment, together with payment of interest due at Stated Maturity of such Note, interest on will be made in funds available for immediate use by Fuji and in turn by the unrepaid advances Holder of such Note. Certificated Notes presented to Fuji at Stated Maturity for payment will be canceled by ▇▇▇▇, as the principal sum from date of disbursement by Payee at the Variable Rate shall be due and payable monthly on the first day of each month commencing January, 1998, and continuing on the first day of each month thereafter through the Maturity Date. Notwithstanding the foregoing, Maker shall have the option to convert the interest rate charged on all or portions of the outstanding principal balance to a LIBOR Rate as set forth in Section 2.2 hereof. In the event Maker shall effectively convert the interest charged on all or portions of the outstanding principal balance pursuant to Section 2.2, interest on such portions shall accrue and be due and payable as set forth in Section 2.2.
2.2 Maker may, at any time, exercise Maker's Interest Rate Conversion Option to convert the interest rate payable hereunder on a Designated LIBOR Rate Amount from the variable Rate to a LIBOR Rate for the LIBOR Period. Maker shall be entitled to request a Rate Quote from Payee by submitting a Rate Quote Request. In the event Maker desires to accept a Rate Quote, Maker shall deliver to Payee an Interest Rate Notice of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing on the applicable Interest Rate Conversion Date, interest on the applicable Designated LIBOR Rate Amount shall accrue at the LIBOR Rate indicated in the applicable Rate Quote and interest payments shall be due and payable monthly at such LIBOR Rate for the applicable LIBOR Period, commencing on the first day of the first month next immediately following the applicable Interest Rate Conversion Date and continuing through the applicable Reconversion Date, at which time the interest rate payable hereunder on such Designated LIBOR Rate Amount shall automatically reconvert to the Variable Rate and monthly payments shall be due and payable Authenticating Agent in accordance with Section 2.1, above, thereafter throughout the balance of the term of this Note, unless reconverted by Maker's re-exercise of an Interest Rate Conversion Option, in which case a new LIBOR Rate and LIBOR Period shall then be determined.
2.3 Indenture. All interest payable in accordance with this Note shall be calculated on the basis of the actual number of calendar days elapsed but computed payments on a daily basis as if each year consisted of 360 days.
2.4 All principal and all accrued and unpaid interest shall be due and payable in full on the Maturity Date.
2.5 In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Payee with any request or directive of any such authority (whether or not having the force of law) (each of the foregoing being referred to as a "Regulatory Requirement"), shall (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under this Certificated Note (other than taxes imposed interest due at Stated Maturity) will be made by check drawn on Fuji (or another Person appointed by ▇▇▇▇) and mailed by Fuji to the Person entitled thereto as provided in such Note and the Indenture; provided, however, that the holder of U.S. $10,000,000 (or the equivalent thereof in other currencies) or more of Notes with similar tenor and terms will be entitled to receive payment by wire transfer in U.S. dollars. Following each Regular Record Date and Special Record Date, Fuji will EXHIBIT A furnish the Company and the Paying Agent (if other than Fuji) with a list of interest payments to be made on the overall net income of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or following Interest Payment Date for the account of, or credit extended by Payee, or (c) shall impose any other condition, requirement or charge with respect to this each Certificated Note or the Loan Documents (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirement), and the result total for all Certificated Notes. Interest at Stated Maturity will be payable to the Person to whom the payment of any principal is payable. Fuji will provide monthly to the Company lists of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunderprincipal and interest, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to the extent Payee ascertainable, to be paid on Certificated Notes maturing (on a Stated Maturity, Redemption or Repayment Date or otherwise) in the next month. ▇▇▇▇ will be responsible for withholding taxes on interest paid on Certificated Notes as required by applicable law. If any Interest Payment Date for or the Stated Maturity of a Certificated Note is not compensated therefor a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such Interest Payment Date or Stated Maturity, as the case may be, except in the computation case of the interest rates applicable to the Loan. A detailed statement as to the amount of such increased cost, reduced sum receivable or reduced rate of return, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes, absent manifest error in determination. Payee shall promptly notify Maker of any event occurring after the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not intended to increase the yield to payee above the rates of interest provided for in this Note.
2.6 Notwithstanding any other provision of this Note to the contrary, if, upon receiving an Interest Payment Date on a Floating Rate Notice of Election (a) deposits in U.S. dollars Certificated Note for periods comparable to which the LIBOR Period are not available to Payee Base Rate is LIBOR, if such Business Day is in the London Interbank Marketnext succeeding calendar month, or (b) such Interest Payment Date will be the LIBOR Rate will not accurately cover the cost to Payee of making or maintaining the related Designated LIBOR Rate Amount, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance the relevant Designated LIBOR Rate Amount or (ii) to continue any outstanding sum as a Designated LIBOR Rate Amount or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion to the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advancesimmediately preceding Business Day.
2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued interest thereon to the date of payment and all amounts due to the affected Payee under Section 2.8, (a) on the last day of the then-current LIBOR Period, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this Section 2.7, Maker may, at its option, and at the time provided in this Section 2.7, convert any affected advance or a portion thereof to the Variable Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest on the affected advance to the date of conversion and all amounts due to Payee under Section 2.8.
2.8 If Maker makes any payment of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee in accordance with Section 2.2, or fails to make any payment of principal or interest in respect of a Designated LIBOR Amount when due or at the Maturity Date, the Maker shall reimburse Payee on demand for any resulting actual and direct loss or expense incurred by Payee, determined in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties. A detailed statement as to the amount of such loss or expense, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes absent manifest error in determination. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Agreement.
2.9 The provisions of sections 2.5 and 2.8 shall survive the termination and payment in full of this Note.
Appears in 1 contract
Payments of Principal and Interest. 2.1 From and after the date of this Note, interest on the unrepaid advances of the principal sum from date of disbursement by Payee at the Variable Rate Borrower shall be due and payable monthly pay on the first calendar day of each month commencing Januaryon the First Project Loan Payment Date, 1998interest at the Interest Rate on the outstanding principal balance of this Project Note, and continuing shall also pay interest on this Project Note at the Interest Rate in the event of an optional or mandatory prepayment or acceleration of all or a part of the Project Loan pursuant to this Project Note or the Project Loan Agreement, in an amount equal to the accrued and unpaid interest to the date of prepayment on the portion of this Project Note subject to prepayment (each such date for payment a “Project Loan Payment Date”). Interest under this Project Note will be computed, payable and allocated on the basis of a 360-day year [consisting of twelve 30-day months][and the actual number of days elapsed]. Borrower shall pay the outstanding principal of this Project Note in full on the Scheduled Maturity Date and in monthly installments on each date set forth on the Project Loan Amortization Schedule attached as Schedule 1 to this Project Note in an amount equal to the corresponding amounts set forth thereon, or at such earlier times and in such amounts as may be required in the event of an optional or mandatory prepayment or acceleration of the Project Loan pursuant to this Project Note or the Project Loan Agreement. In addition to the foregoing, Borrower shall make payments hereunder in respect of the Project Loan at such times and in such amounts as are sufficient to pay, when due (whether at stated maturity, upon prepayment before maturity, upon acceleration of stated maturity or otherwise), the principal of and premium, if any, and interest on the Funding Loan at any time outstanding. To ensure timely payment, Servicer shall collect from Borrower, and Borrower shall provide to Servicer, the foregoing payments two (2) Business Days prior to the respective Project Loan Payment Date; provided, unless the Closing Date is the first day of each month thereafter through a calendar month, the Maturity Date. Notwithstanding the foregoing, Maker Servicer shall have the option collect from Borrower and Borrower shall provide to convert the interest rate charged on all or portions of the outstanding principal balance to a LIBOR Rate as set forth in Section 2.2 hereof. In the event Maker shall effectively convert the interest charged on all or portions of the outstanding principal balance pursuant to Section 2.2, interest on such portions shall accrue and be due and payable as set forth in Section 2.2.
2.2 Maker may, at any time, exercise Maker's Interest Rate Conversion Option to convert the interest rate payable hereunder on a Designated LIBOR Rate Amount from the variable Rate to a LIBOR Rate for the LIBOR Period. Maker shall be entitled to request a Rate Quote from Payee by submitting a Rate Quote Request. In the event Maker desires to accept a Rate Quote, Maker shall deliver to Payee an Interest Rate Notice of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing Servicer on the applicable Interest Rate Conversion Closing Date, interest for the period beginning on the applicable Designated LIBOR Rate Amount shall accrue at the LIBOR Rate indicated in the applicable Rate Quote and interest payments shall be due and payable monthly at such LIBOR Rate for the applicable LIBOR Period, commencing on the first day of the first month next immediately following the applicable Interest Rate Conversion Closing Date and continuing through the applicable Reconversion Date, at which time the interest rate payable hereunder ending on such Designated LIBOR Rate Amount shall automatically reconvert to the Variable Rate and monthly payments shall be due and payable in accordance with Section 2.1, above, thereafter throughout the balance of the term of this Note, unless reconverted by Maker's re-exercise of an Interest Rate Conversion Option, in which case a new LIBOR Rate and LIBOR Period shall then be determined.
2.3 All interest payable in accordance with this Note shall be calculated on the basis of the actual number of calendar days elapsed but computed on a daily basis as if each year consisted of 360 days.
2.4 All principal and all accrued and unpaid interest shall be due and payable in full on the Maturity Date.
2.5 In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Payee with any request or directive of any such authority (whether or not having the force of law) (each of the foregoing being referred to as a "Regulatory Requirement"), shall (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under this Note (other than taxes imposed on the overall net income of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Payee, or (c) shall impose any other condition, requirement or charge with respect to this Note or the Loan Documents (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to the extent Payee is not compensated therefor in the computation of the interest rates applicable to the Loan. A detailed statement as to the amount of such increased cost, reduced sum receivable or reduced rate of return, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes, absent manifest error in determination. Payee shall promptly notify Maker of any event occurring after the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not intended to increase the yield to payee above the rates of interest provided for in this Note.
2.6 Notwithstanding any other provision of this Note to the contrary, if, upon receiving an Interest Rate Notice of Election (a) deposits in U.S. dollars for periods comparable to the LIBOR Period are not available to Payee in the London Interbank Market, or (b) the LIBOR Rate will not accurately cover the cost to Payee of making or maintaining the related Designated LIBOR Rate Amount, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance the relevant Designated LIBOR Rate Amount or (ii) to continue any outstanding sum as a Designated LIBOR Rate Amount or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion to the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advances.
2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued interest thereon to the date of payment and all amounts due to the affected Payee under Section 2.8, (a) on the last day of the then-current LIBOR Period, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such daycalendar month. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only Except as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this paragraph and in Section 2.710, Maker may, at its option, accrued interest will be payable in arrears. Any regularly scheduled monthly installment of principal and at the time provided in interest payable pursuant to this Section 2.7, convert any affected advance or a portion thereof 2 that is received by Holder before the date on which it is due will be deemed to the Variable Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest have been received on the affected advance to the due date of conversion and all amounts due to Payee under Section 2.8.
2.8 If Maker makes any payment of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee in accordance with Section 2.2, or fails to make any payment of principal or interest in respect of a Designated LIBOR Amount when due or at the Maturity Date, the Maker shall reimburse Payee on demand for any resulting actual and direct loss or expense incurred by Payee, determined in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties. A detailed statement as to the amount of such loss or expense, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes absent manifest error in determination. This provision is for the benefit purpose of Payee and is not intended to increase the yield to Payee above the rates of calculating interest provided for in this Agreementdue.
2.9 The provisions of sections 2.5 and 2.8 shall survive the termination and payment in full of this Note.
Appears in 1 contract
Sources: Project Note
Payments of Principal and Interest. 2.1 From (i) Each Incremental Term Loan, which is not an Excess Incremental Term Loan, shall, at the election of the Borrower (as provided in the Notice of Borrowing/Conversion) be repaid pursuant to one of the following options:
(A) The unpaid principal balance of such Incremental Term Loan shall be payable by the Borrower on a term basis over a period not exceeding seven (7) years from the Incremental Term Loan Date. Payment of principal on each such Incremental Term Loan shall occur in equal monthly installments, based upon a fifteen (15) year amortization, in immediately available funds, on the first Business Day of each month beginning on the first Business Day in the month next succeeding the Incremental Term Loan Date; or
(B) The unpaid principal balance of such Incremental Term Loan shall be payable by the Borrower on a full amortizing term basis over a period not exceeding ten (10) years from the Incremental Term Loan Date. Payment of principal on each such Incremental Term Loan shall occur in equal monthly installments, in immediately available funds, on the first Business Day of each month beginning on the first Business Day in the month next succeeding the Incremental Term Loan Date.
(ii) The unpaid principal balance of each Excess Incremental Term Loan shall be payable by the Borrower on a full amortizing term basis over a period not exceeding seven (7) years from the Incremental Term Loan Date. Payment of principal on each such Excess Incremental Term Loan shall occur in equal monthly installments, in immediately available funds, on the first Business Day of each month beginning on the first Business Day in the month next succeeding the Incremental Term Loan Date.
(iii) All payments received during normal Banking hours after 2:00 p.m. local time at the office of the Bank first shown above shall be deemed received at the opening of the next Business Day. All payments of interest and after principal, howsoever designated by the date Borrower, shall be applied first on account of this Noteaccrued interest and the remainder of such payments, if any, on account of the unpaid principal balance. However, and notwithstanding anything to the contrary contained herein, interest on the unrepaid advances of the principal sum from date of disbursement by Payee at the Variable Rate Eurodollar Loans shall be due and payable monthly on the first day of each month commencing January, 1998, and continuing on the first day of each month thereafter through the Maturity Date. Notwithstanding the foregoing, Maker shall have the option to convert the interest rate charged on all or portions of the outstanding principal balance to a LIBOR Rate as set forth in Section 2.2 hereof. In the event Maker shall effectively convert the interest charged on all or portions of the outstanding principal balance pursuant to Section 2.2, interest on such portions shall accrue and be due and payable as set forth in Section 2.2.
2.2 Maker may, at any time, exercise Maker's Interest Rate Conversion Option to convert the interest rate payable hereunder on a Designated LIBOR Rate Amount from the variable Rate to a LIBOR Rate for the LIBOR Period. Maker shall be entitled to request a Rate Quote from Payee by submitting a Rate Quote Request. In the event Maker desires to accept a Rate Quote, Maker shall deliver to Payee an Interest Rate Notice of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing on the applicable Interest Rate Conversion Date, interest on the applicable Designated LIBOR Rate Amount shall accrue at the LIBOR Rate indicated in the applicable Rate Quote and interest payments shall be due and payable monthly at such LIBOR Rate for the applicable LIBOR Period, commencing on the first day of the first month next immediately following the applicable Interest Rate Conversion Date and continuing through the applicable Reconversion Date, at which time the interest rate payable hereunder on such Designated LIBOR Rate Amount shall automatically reconvert to the Variable Rate and monthly payments shall be due and payable in accordance with Section 2.1, above, thereafter throughout the balance of the term of this Note, unless reconverted by Maker's re-exercise of an Interest Rate Conversion Option, in which case a new LIBOR Rate and LIBOR Period shall then be determined.
2.3 All interest payable in accordance with this Note shall be calculated on the basis of the actual number of calendar days elapsed but computed on a daily basis as if each year consisted of 360 days.
2.4 All principal and all accrued and unpaid interest shall be due and payable in full on the Maturity Date.
2.5 In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Payee with any request or directive of any such authority (whether or not having the force of law) (each of the foregoing being referred to as a "Regulatory Requirement"), shall (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under this Note (other than taxes imposed on the overall net income of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Payee, or (c) shall impose any other condition, requirement or charge with respect to this Note or the Loan Documents (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to the extent Payee is not compensated therefor in the computation of the interest rates applicable to the Loan. A detailed statement as to the amount of such increased cost, reduced sum receivable or reduced rate of return, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes, absent manifest error in determination. Payee shall promptly notify Maker of any event occurring after the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not intended to increase the yield to payee above the rates of interest provided for in this Note.
2.6 Notwithstanding any other provision of this Note to the contrary, if, upon receiving an Interest Rate Notice of Election (a) deposits in U.S. dollars for periods comparable to the LIBOR Period are not available to Payee in the London Interbank Market, or (b) the LIBOR Rate will not accurately cover the cost to Payee of making or maintaining the related Designated LIBOR Rate Amount, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance the relevant Designated LIBOR Rate Amount or (ii) to continue any outstanding sum as a Designated LIBOR Rate Amount or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion to the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advances.
2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued interest thereon to the date of payment and all amounts due to the affected Payee under Section 2.8, (a) on the last day of the then-current LIBOR each Eurodollar Period, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this Section 2.7, Maker may, at its option, and at the time provided in this Section 2.7, convert any affected advance or a portion thereof to the Variable Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest on the affected advance to the date of conversion and all amounts due to Payee under Section 2.8.
2.8 If Maker makes any payment of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee in accordance with Section 2.2, or fails to make any payment of principal or interest in respect of a Designated LIBOR Amount when due or at the Maturity Date, the Maker shall reimburse Payee on demand for any resulting actual and direct loss or expense incurred by Payee, determined in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties. A detailed statement as to the amount of such loss or expense, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes absent manifest error in determination. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Agreement.
2.9 The provisions of sections 2.5 and 2.8 shall survive the termination and payment in full of this Note.
Appears in 1 contract
Sources: Loan and Security Agreement (New Brunswick Scientific Co Inc)
Payments of Principal and Interest. 2.1 From Interest (and after principal, if any, payable other than at Stated Maturity or upon acceleration or redemption) shall be paid in immediately available funds to the Person in whose name a Security is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration or redemption shall be paid to the Person to whom principal will be payable; provided further, that if and to the extent APSA defaults in the payment of the interest, including any Additional Amounts, due on such Interest Payment Date, such defaulted interest, including any Additional Amounts, shall be paid to the Person in whose names such Securities are registered at the end of a subsequent record date established by APSA by notice given by mail by or on behalf of APSA to the Holders of the Securities not less than fifteen (15) days preceding such subsequent record date, such record date to be not less than fifteen (15) days preceding the date of this Notepayment in respect of such defaulted interest. Unless otherwise specified in the resolutions of the Board of Directors or indenture supplemental hereto related to the Series of such Securities, the first payment of interest on any Security originally issued between a Regular Record Date and an Interest Payment Date shall be made on the unrepaid advances Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. Unless otherwise specified in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the Series of such Securities, the “Regular Record Date” with respect to any Security will be the date fifteen (15) calendar days prior to each Interest Payment Date, whether or not such date is a Business Day. Payments of the principal sum from of and any premium, interest, Additional Amounts and other amounts on or in respect of any Security at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds upon surrender of disbursement by Payee such Security at the Variable Rate Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Security is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of Securities to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due and payable monthly on date for such payments to the first day of each month commencing January, 1998, and continuing on the first day of each month thereafter through the Maturity Date. Notwithstanding the foregoing, Maker shall have the option to convert the interest rate charged on all or portions address of the outstanding principal balance to a LIBOR Rate Person entitled thereto as set forth it appears in Section 2.2 hereof. In the event Maker shall effectively convert Register; provided that (a) DTC and the interest charged on all or portions Common Depositary, as Holders of the outstanding principal balance pursuant to Section 2.2Global Securities, interest on such portions shall accrue and be due and payable as set forth in Section 2.2.
2.2 Maker may, at any time, exercise Maker's Interest Rate Conversion Option to convert the interest rate payable hereunder on a Designated LIBOR Rate Amount from the variable Rate to a LIBOR Rate for the LIBOR Period. Maker shall be entitled to request a Rate Quote from Payee receive payments of interest by submitting a Rate Quote Request. In the event Maker desires to accept a Rate Quotewire transfer of immediately available funds, Maker shall deliver to Payee an Interest Rate Notice of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing on the applicable Interest Rate Conversion Date, interest on the applicable Designated LIBOR Rate Amount shall accrue at the LIBOR Rate indicated in the applicable Rate Quote and interest payments shall be due and payable monthly at such LIBOR Rate for the applicable LIBOR Period, commencing on the first day of the first month next immediately following the applicable Interest Rate Conversion Date and continuing through the applicable Reconversion Date, at which time the interest rate payable hereunder on such Designated LIBOR Rate Amount shall automatically reconvert to the Variable Rate and monthly payments shall be due and payable in accordance with Section 2.1, above, thereafter throughout the balance of the term of this Note, unless reconverted by Maker's re-exercise of an Interest Rate Conversion Option, in which case a new LIBOR Rate and LIBOR Period shall then be determined.
2.3 All interest payable in accordance with this Note shall be calculated on the basis of the actual number of calendar days elapsed but computed on a daily basis as if each year consisted of 360 days.
2.4 All principal and all accrued and unpaid interest shall be due and payable in full on the Maturity Date.
2.5 In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Payee with any request or directive of any such authority (whether or not having the force of law) (each of the foregoing being referred to as a "Regulatory Requirement"), shall (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under this Note (other than taxes imposed on the overall net income of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) a Holder of U.S. $1,000,000 (or the approximate equivalent thereof in a Specified Currency other than U.S. dollars) in aggregate principal or face amount of Securities of the same Series shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the account of, or credit extended United States as may have been appropriately designated by Payee, or such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due and (c) shall impose any other condition, requirement or charge with respect to this Note or the Loan Documents (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to the extent Payee that the Holder of a Security issued and denominated in a Specified Currency other than U.S. dollars elects to receive payment of the principal of and any premiums, interest, Additional Amounts and other amounts on or in respect of such Security at Stated Maturity or upon redemption in such Specified Currency, such payment, except in circumstances described in the resolutions of the Board of Directors or in an indenture supplemental hereto related to the relevant Series, shall be made by wire transfer of immediately available funds to an account specified in writing not less than fifteen (15) days prior to the date such payment is due by the Holder to the Trustee. Unless such designation is revoked, any such designation made by such Holder with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Holder. If the principal of or any premium, interest, Additional Amounts or other amounts on any Security is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not compensated therefor available due to the imposition of exchange controls or other circumstances beyond APSA’s control, or is no longer used by the government of the country issuing such currency or for settlement of transactions by public institutions of or within the international banking community, then APSA, until such currency is again available or so used, will be entitled, to the extent permitted by Argentine law, to satisfy its obligations to the Holder of such Securities by making such payment in U.S. dollars at the Exchange Rate for such Specified Currency on the Payment Date. The making of any payment in respect of any Security in U.S. dollars under the foregoing circumstances will not constitute an Event of Default under such Security. If so specified in the computation resolutions of the interest rates applicable Board of Directors or indenture supplemental hereto related to a Series of Securities denominated in a Specified Currency other than U.S. dollars, payments of principal, interest, Additional Amounts or other amounts on or in respect of any such Security shall, to the Loanextent permitted by applicable law, be made in U.S. dollars, calculated at the Exchange Rate for the Payment Date, if the Holder of such Security on the relevant Regular Record Date or at Stated Maturity, as the case may be, has transmitted a written request for such payment in U.S. dollars to the Trustee and the applicable Paying Agent on or prior to such Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. A detailed statement Such request may be in writing (mailed or hand delivered) or by facsimile transmission. Any such request made with respect to any Security by a Holder will remain in effect with respect to any further payments of principal, interest, Additional Amounts or other amounts on or in respect of such Security payable to such Holder, unless such request is revoked on or prior to the relevant Regular Record Date or the date that is fifteen (15) days prior to the Stated Maturity, as the case may be. The U.S. dollar amount to be received by a Holder of a Security denominated in a Specified Currency other than U.S. dollars who elects to receive payment in U.S. dollars will be based on the Exchange Rate, on the second (2nd) Business Day next preceding the applicable Payment Date. If Exchange Rate quotations are not available on the second (2nd) Business Day preceding the applicable Payment Date, such payment will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on any Security denominated in a Specified Currency other that U.S. dollars will be borne by the Holder thereof by deductions from payment of the currency exchange being effected on behalf of the Holder by the Exchange Rate Agent. Unless otherwise specified in the terms of a Series of Securities, Securities denominated in a Specified Currency other than U.S. dollars will provide that, in the event of an official redenomination of the currency, the obligations of APSA with respect to payments on such Securities shall, in all cases, be deemed immediately following such redenomination to provide for payment of that amount of the redenominated currency representing the amount of such increased cost, reduced sum receivable or reduced rate of return, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes, absent manifest error in determination. Payee shall promptly notify Maker of any event occurring after the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not intended to increase the yield to payee above the rates of interest provided for in this Noteobligations immediately before such redenomination.
2.6 Notwithstanding any other provision of this Note to the contrary, if, upon receiving an Interest Rate Notice of Election (a) deposits in U.S. dollars for periods comparable to the LIBOR Period are not available to Payee in the London Interbank Market, or (b) the LIBOR Rate will not accurately cover the cost to Payee of making or maintaining the related Designated LIBOR Rate Amount, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance the relevant Designated LIBOR Rate Amount or (ii) to continue any outstanding sum as a Designated LIBOR Rate Amount or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion to the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advances.
2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued interest thereon to the date of payment and all amounts due to the affected Payee under Section 2.8, (a) on the last day of the then-current LIBOR Period, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this Section 2.7, Maker may, at its option, and at the time provided in this Section 2.7, convert any affected advance or a portion thereof to the Variable Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest on the affected advance to the date of conversion and all amounts due to Payee under Section 2.8.
2.8 If Maker makes any payment of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee in accordance with Section 2.2, or fails to make any payment of principal or interest in respect of a Designated LIBOR Amount when due or at the Maturity Date, the Maker shall reimburse Payee on demand for any resulting actual and direct loss or expense incurred by Payee, determined in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties. A detailed statement as to the amount of such loss or expense, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes absent manifest error in determination. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Agreement.
2.9 The provisions of sections 2.5 and 2.8 shall survive the termination and payment in full of this Note.
Appears in 1 contract
Sources: Indenture (Alto Palermo Sa Apsa)
Payments of Principal and Interest. 2.1 From (a) Any installment of interest or principal payable on any Note which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the Record Date for such Payment Date by check mailed to such Person's address as it appears in the Note Register on such Record Date, except that with respect to a Note registered in the name of the nominee of a clearing agency (initially, such nominee to be Cede & Co.) payments will be made by wire transfer in immediately available funds to the account designated by such nominee in writing at least two Business Days prior to such Payment Date and except for the final installment of principal payable with respect to such Note (or the Redemption Price for any Note called for redemption), which shall be payable as provided in subsection (b) of this Section 2.09.
(b) All reductions in the principal amount of a Note (or one or more Predecessor Notes) effected by means of an allocation of the Realized Loss Amount or by payments of installments of principal made on any Payment Date shall be binding upon all Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final installment of principal of each Note (including the Redemption Price of any Note called for redemption pursuant to Section 10.01) shall be payable only upon presentation and surrender thereof on or after the date of this Note, interest on Payment Date or Redemption Date therefor at the unrepaid advances Corporate Trust Office or at the office or agency of the principal sum from date of disbursement Issuer maintained by Payee at the Variable Rate shall be due and payable monthly on the first day of each month commencing January, 1998, and continuing on the first day of each month thereafter through the Maturity Date. Notwithstanding the foregoing, Maker shall have the option to convert the interest rate charged on all or portions of the outstanding principal balance to a LIBOR Rate as it for such purpose set forth in Section 2.2 hereof3.02. In Whenever, on the event Maker shall effectively convert basis of Remittances on the interest charged Accounts received and expected to be received during the related Due Periods or on all or portions the related Payment Date, as applicable, the Issuer expects that the entire remaining unpaid principal amount of the outstanding principal balance Notes will become due and payable on the next Principal Payment Date, it shall, no later than ten days prior to such Principal Payment Date, mail or cause to be mailed to each Person in whose name a Note to be so retired is registered at the close of business on the Record Date that would otherwise be applicable to such Principal Payment Date a notice to the effect that:
(i) the Issuer expects that funds sufficient to pay such final installment will be available in the Collection Account on such Principal Payment Date, and
(ii) if such funds are available, (A) such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the Corporate Trust Office or at the office or agency of the Issuer maintained for such purpose pursuant to Section 2.23.02 (the addresses of which shall be set forth in such notice), and (B) no interest shall accrue on such portions Note after such Principal Payment Date. Notices in connection with redemptions of Notes shall accrue contain the information set forth in, and be mailed in accordance with, Section 10.02.
(c) Subject to the foregoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid principal and interest that were carried by such other Note. Any checks mailed pursuant to subsection (a) of this Section 2.09 and returned undelivered shall be held in accordance with Section 3.03.
(d) Not later than each Debt Service Requirement Determination Date, the Trustee shall prepare and deliver to the Issuer a statement with respect to the following Payment Date (a "Payment Date Statement") setting forth:
(i) the amount of Issuer Expenses paid or due to be paid in respect of the related Due Period;
(ii) the amount of the Available Funds for such Payment Date;
(iii) the amount of interest then due and payable on the Notes then Outstanding (stated separately as to each Class);
(iv) the Optimal Principal Amount for each Class;
(v) whether the Available Funds for such Payment Date will be sufficient to pay on such Payment Date all amounts specified in clause (iii) and, if not, the percentages of such amount which may be paid in accordance with the priorities set forth in Section 2.2.
2.2 Maker may, at any time, exercise Maker's Interest Rate Conversion Option to convert the interest rate payable hereunder on a Designated LIBOR Rate Amount 8.02(c) from the variable Rate amounts expected to a LIBOR Rate for the LIBOR Period. Maker shall be entitled to request a Rate Quote from Payee by submitting a Rate Quote Request. In the event Maker desires to accept a Rate Quote, Maker shall deliver to Payee an Interest Rate Notice of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing on the applicable Interest Rate Conversion Date, interest on the applicable Designated LIBOR Rate Amount shall accrue at the LIBOR Rate indicated available in the applicable Rate Quote Collection Account;
(vi) the Class Interest Shortfall (stated separately as to each Class);
(vii) the Collateral Deficiency Amount, if any;
(viii) the amounts included in such statement pursuant to clauses (iii) and (iv), expressed in each case per Individual Note, to be paid on such Payment Date;
(ix) the amount, if any, to be released to the Issuer pursuant to clause TWENTY-FIRST of Section 8.02(c);
(x) the total Realized Loss Amount and amount allocated to each Class of Notes and interest thereon;
(xi) the unpaid principal amount of each Class of Notes which will remain after giving effect to the payments shall to be due made on such Payment Date expressed both on an aggregate basis and payable monthly at such LIBOR Rate for per Individual Note;
(xii) the applicable LIBOR Period, commencing on the first day Cumulative Actual Net Economic Losses as of the first month next immediately following end of the applicable Interest Rate Conversion Date and continuing through related Due Period;
(xiii) the applicable Reconversion Date, at Economic Balance as of the end of the related Due Period of Accounts with respect to which time there is a material breach of any representation or warranty made in Section 3.11 or as to which there is a material defect in the interest rate payable hereunder on such Designated LIBOR Rate Amount shall automatically reconvert to the Variable Rate and monthly payments shall be due and payable related Account Documents in accordance with Section 2.13.12(b);
(xiv) the Minimum Target Overcollateralization Amount;
(xv) cumulative unreimbursed Realized Loss Amounts; and
(xvi) the Servicing Fee to be paid on such Payment Date. Each Payment Date Statement shall be delivered by the Trustee to the Issuer, above, thereafter throughout the balance each designee of the term Issuer specified in writing to the Trustee, ▇▇▇▇▇▇ Brothers Inc., S&P, the firm of this NoteIndependent Accountants appointed by the Issuer pursuant to Section 8.07(a) and, unless reconverted by Maker's re-exercise of an Interest Rate Conversion Optionupon request, in which case a new LIBOR Rate and LIBOR Period shall then be determined.
2.3 All interest payable in accordance with this Note shall be calculated on to the basis beneficial owners of the actual number of calendar days elapsed but computed on a daily basis as if each year consisted of 360 daysNotes.
2.4 All principal and all accrued and unpaid interest shall be due and payable in full on the Maturity Date.
2.5 In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Payee with any request or directive of any such authority (whether or not having the force of law) (each of the foregoing being referred to as a "Regulatory Requirement"), shall (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under this Note (other than taxes imposed on the overall net income of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Payee, or (c) shall impose any other condition, requirement or charge with respect to this Note or the Loan Documents (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to the extent Payee is not compensated therefor in the computation of the interest rates applicable to the Loan. A detailed statement as to the amount of such increased cost, reduced sum receivable or reduced rate of return, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes, absent manifest error in determination. Payee shall promptly notify Maker of any event occurring after the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not intended to increase the yield to payee above the rates of interest provided for in this Note.
2.6 Notwithstanding any other provision of this Note to the contrary, if, upon receiving an Interest Rate Notice of Election (a) deposits in U.S. dollars for periods comparable to the LIBOR Period are not available to Payee in the London Interbank Market, or (b) the LIBOR Rate will not accurately cover the cost to Payee of making or maintaining the related Designated LIBOR Rate Amount, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance the relevant Designated LIBOR Rate Amount or (ii) to continue any outstanding sum as a Designated LIBOR Rate Amount or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion to the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advances.
2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued interest thereon to the date of payment and all amounts due to the affected Payee under Section 2.8, (a) on the last day of the then-current LIBOR Period, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this Section 2.7, Maker may, at its option, and at the time provided in this Section 2.7, convert any affected advance or a portion thereof to the Variable Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest on the affected advance to the date of conversion and all amounts due to Payee under Section 2.8.
2.8 If Maker makes any payment of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee in accordance with Section 2.2, or fails to make any payment of principal or interest in respect of a Designated LIBOR Amount when due or at the Maturity Date, the Maker shall reimburse Payee on demand for any resulting actual and direct loss or expense incurred by Payee, determined in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties. A detailed statement as to the amount of such loss or expense, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes absent manifest error in determination. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Agreement.
2.9 The provisions of sections 2.5 and 2.8 shall survive the termination and payment in full of this Note.
Appears in 1 contract
Sources: Indenture (Mid State Trust Vi)
Payments of Principal and Interest. 2.1 From Upon presentment and after the date delivery of this a Certificated Note, interest the Trustee will pay the principal amount of such Note on the unrepaid advances Stated Maturity, Redemption Date or Optional Repayment Date, as the case may be, and the final installment of the principal sum from date of disbursement by Payee at the Variable Rate shall be interest in immediately available funds. All interest payments on a Certificated Note, other than interest due and payable monthly on the first day of each month commencing JanuaryStated Maturity, 1998Redemption Date or Optional Repayment Date, and continuing as the case may be, will be made by check drawn on the first day Trustee and mailed by the Trustee to the person entitled thereto as provided in such Note. However, holders of each month thereafter through the Maturity Date. Notwithstanding the foregoing, Maker shall have the option to convert the interest rate charged on all $10,000,000 or portions more in aggregate principal amount of the outstanding principal balance to a LIBOR Rate as set forth Certificated Notes (or such other amount specified in Section 2.2 hereof. In the event Maker shall effectively convert the interest charged on all an applicable Pricing Supplement) (whether having identical or portions of the outstanding principal balance pursuant to Section 2.2, interest on such portions shall accrue different terms and be due and payable as set forth in Section 2.2.
2.2 Maker may, at any time, exercise Maker's Interest Rate Conversion Option to convert the interest rate payable hereunder on a Designated LIBOR Rate Amount from the variable Rate to a LIBOR Rate for the LIBOR Period. Maker provisions) shall be entitled to request a Rate Quote from Payee receive payments of interest, other than at maturity, by submitting a Rate Quote Request. In wire transfer of immediately available funds if appropriate wire transfer instructions have been received in writing by the event Maker desires Trustee not less than 16 days prior to accept a Rate Quote, Maker shall deliver to Payee an Interest Rate Notice of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing on the applicable Interest Rate Conversion Payment Date, interest on the applicable Designated LIBOR Rate Amount shall accrue at the LIBOR Rate indicated in the applicable Rate Quote and interest payments shall be due and payable monthly at such LIBOR Rate for the applicable LIBOR Period, commencing on the first day of the first month next immediately following the applicable Interest Rate Conversion Date and continuing through the applicable Reconversion Date, at which time the interest rate payable hereunder on such Designated LIBOR Rate Amount shall automatically reconvert to the Variable Rate and monthly payments shall be due and payable in accordance with Section 2.1, above, thereafter throughout the balance of the term of this Note, unless reconverted by Maker's re-exercise of an Interest Rate Conversion Option, in which case a new LIBOR Rate and LIBOR Period shall then be determined.
2.3 All interest payable in accordance with this Note shall be calculated on the basis of the actual number of calendar days elapsed but computed on a daily basis as if each year consisted of 360 days.
2.4 All principal and all accrued and unpaid interest shall be due and payable in full on the Maturity Date.
2.5 In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Payee with any request or directive of any such authority (whether or not having the force of law) (each of the foregoing being referred to as a "Regulatory Requirement"), shall (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under this Note (other than taxes imposed on the overall net income of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Payee, or (c) shall impose any other condition, requirement or charge with respect to this Note or the Loan Documents (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to the extent Payee is not compensated therefor in the computation of the interest rates applicable to the Loan. A detailed statement as to the amount of such increased cost, reduced sum receivable or reduced rate of return, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes, absent manifest error in determination. Payee shall promptly notify Maker of any event occurring after the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not intended to increase the yield to payee above the rates of interest provided for in this Note.
2.6 Notwithstanding any other provision of this Note to the contrary, if, upon receiving an Interest Rate Notice of Election (a) deposits in U.S. dollars for periods comparable to the LIBOR Period are not available to Payee in the London Interbank Market, or (b) the LIBOR Rate will not accurately cover the cost to Payee of making or maintaining the related Designated LIBOR Rate Amount, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance the relevant Designated LIBOR Rate Amount or (ii) to continue any outstanding sum as a Designated LIBOR Rate Amount or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion to the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advances.
2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued interest thereon to the date of payment and all amounts due to the affected Payee under Section 2.8, (a) on the last day of the then-current LIBOR Period, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this Section 2.7, Maker may, at its option, and at the time provided in this Section 2.7, convert any affected advance or a portion thereof to the Variable Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest on the affected advance to the date of conversion and all amounts due to Payee under Section 2.8.
2.8 If Maker makes any payment of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee in accordance with Section 2.2, or fails to make any Any payment of principal or interest in respect required to be made on an Interest Payment Date or on the Stated Maturity, Redemption Date or Optional Repayment Date of a Designated Certificated Note which is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day, (except that in the case or a LIBOR Amount when due or at Note, if such day falls in the Maturity next calendar month, such Interest Payment Date will be the preceding day that is a Business Day with respect to such LIBOR Note) with the same force and effect as if made on the Interest Payment Date, Stated Maturity, Redemption Date or Optional Repayment Date, as the Maker case may be, and no interest shall reimburse Payee on demand accrue for any resulting actual the period from and direct loss after such Interest Payment Date, Stated Maturity, Redemption Date or expense incurred by Payee, determined in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third partiesOptional Repayment Date. A detailed statement as The Trustee will provide monthly to the amount Company a list of the principal and interest to be paid on Certificated Notes maturing in the next succeeding month. The Trustee will be responsible for withholding taxes on interest paid as required by applicable law, but shall be relieved from any such loss or expense, prepared responsibility if it acts in good faith and submitted in reliance upon an opinion of counsel. Certificated Notes presented to the Trustee on the Stated Maturity, Redemption Date or Optional Repayment Date for payment will be cancelled by Payee to Maker, the Trustee. All such cancelled Notes held by the Trustee shall be conclusive destroyed, and binding for all purposes absent manifest error in determination. This provision is for the benefit of Payee and is not intended Trustee shall furnish to increase the yield Company a certificate with respect to Payee above the rates of interest provided for in this Agreementsuch destruction.
2.9 The provisions of sections 2.5 and 2.8 shall survive the termination and payment in full of this Note.
Appears in 1 contract
Sources: Distribution Agreement (Bear Stearns Companies Inc)
Payments of Principal and Interest. 2.1 From On July 1, 2003 and after the date of this Noteon each Payment Date (as defined herein) thereafter through and including June 1, 2005, ▇▇▇▇▇▇▇▇ shall pay to Lender interest on the unrepaid advances unpaid Principal at the Interest Rate which has accrued from the first day through the last day of the principal sum from date of disbursement by Payee calendar month immediately preceding such Payment Date. The Principal and the interest thereon at the Variable Interest Rate shall be due and payable by Borrower to Lender in consecutive monthly on the first day of installments, each month commencing January, 1998, and continuing on the first day of each month thereafter through the Maturity Date. Notwithstanding the foregoing, Maker shall have the option to convert the interest rate charged on all or portions of the outstanding principal balance to a LIBOR Rate as set forth in Section 2.2 hereof. In the event Maker shall effectively convert the interest charged on all or portions of the outstanding principal balance pursuant to Section 2.2, interest on such portions shall accrue and be due and payable as set forth in Section 2.2.
2.2 Maker may, at any time, exercise Maker's Interest Rate Conversion Option to convert the interest rate payable hereunder on a Designated LIBOR Rate Amount from the variable Rate to a LIBOR Rate for the LIBOR Period. Maker shall be entitled to request a Rate Quote from Payee by submitting a Rate Quote Request. In the event Maker desires to accept a Rate Quote, Maker shall deliver to Payee an Interest Rate Notice of Election. In the event Maker shall effectively elect a LIBOR Rate, commencing on the applicable Interest Rate Conversion Date, interest on the applicable Designated LIBOR Rate Amount shall accrue at the LIBOR Rate indicated in the applicable Rate Quote amount of $87,758.93 (the "Monthly Debt Service Payment Amount") beginning on July 1, 2005 (herein "amortization commencement date") and interest payments on each Payment Date thereafter until the entire indebtedness evidenced hereby is fully paid, except that any remaining indebtedness, if not sooner paid, shall be due and payable monthly at such LIBOR Rate for on June 1, 2013 (the applicable LIBOR Period, commencing "Maturity Date"). Interest on the first day principal sum of the first month next immediately following the applicable Interest Rate Conversion Date and continuing through the applicable Reconversion Date, at which time the interest rate payable hereunder on such Designated LIBOR Rate Amount shall automatically reconvert to the Variable Rate and monthly payments shall be due and payable in accordance with Section 2.1, above, thereafter throughout the balance of the term of this Note, unless reconverted by Maker's re-exercise of an Interest Rate Conversion Option, in which case a new LIBOR Rate and LIBOR Period shall then be determined.
2.3 All interest payable in accordance with this Note shall be calculated on the basis of a 360 day year, and shall be charged based on the actual number of days during each month or other applicable accrual period. Interest on this Note shall be paid in arrears. The undersigned shall pay the holder hereof, in advance, on the date hereof, interest only on the outstanding principal balance of this Note, at the interest rate first mentioned above, from the date hereof through and including the last day of the calendar days elapsed but computed month in which this Note is executed. The Monthly Debt Service Payment Amount due on a daily basis as if each year consisted any Payment Date shall first be applied to the payment of 360 days.
2.4 interest accrued during the preceding accrual period and the remainder of such Monthly Debt Service Payment Amount shall be applied to the reduction of the unpaid Principal. All principal and all accrued and unpaid interest shall be due and payable on the Maturity Date. If the Loan is repaid on any date other than on a Payment Date (whether prior to or after the Maturity Date), Borrower shall also pay interest that would have accrued on such repaid Principal to but not including the next Payment Date. Borrower shall repay the entire outstanding principal balance of this Note in full on the Maturity Date.
2.5 In , together with interest thereon to (but excluding) the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Payee with any request or directive date of any such authority (whether or not having the force of law) (each of the foregoing being referred to as a "Regulatory Requirement"), shall (a) affect the basis of taxation or payments to Payee of any Designated LIBOR Rate Amount under this Note (other than taxes imposed on the overall net income of Payee by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictions in which Payee has its principal office), or (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Payee, or (c) shall impose repayment and any other condition, requirement or charge with respect to this Note or amounts due and owing under the Loan Documents (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which Payee allocates capital resources to its commitments or any similar requirementas defined herein), and the result of any of the foregoing change in external conditions is to increase the actual cost to Payee of making or maintaining the loan evidenced by this Note (the "Loan") or any advance hereunder, to reduce the actual amount of any sum receivable by Payee thereon, or to reduce the actual rate of return on the capital of Payee from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Maker shall pay to Payee, from time to time, upon request of Payee, additional amounts sufficient to compensate Payee for such increased cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to the extent Payee is not compensated therefor in the computation of the interest rates applicable to the Loan. A detailed statement as to the amount of such increased cost, reduced sum receivable or reduced rate of return, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes, absent manifest error in determination. Payee shall promptly notify Maker of any event occurring after the date of this Note that entitles Payee to additional compensation pursuant to this Section. This provision is for the benefit of Payee and is not intended to increase the yield to payee above the rates of interest provided for in this Note.
2.6 Notwithstanding any other provision of this Note to the contrary, if, upon receiving an Interest Rate Notice of Election (a) deposits in U.S. dollars for periods comparable to the LIBOR Period are not available to Payee in the London Interbank Market, or (b) the LIBOR Rate will not accurately cover the cost to Payee of making or maintaining the related Designated LIBOR Rate Amount, or (c) by reason of national or international financial, political or economic conditions or by reason of any applicable Regulatory Requirement, including without limitation exchange controls, it is unlawful, impossible or unduly burdensome for Payee (i) to advance the relevant Designated LIBOR Rate Amount or (ii) to continue any outstanding sum as a Designated LIBOR Rate Amount or (iii) to convert any outstanding sum to a Designated LIBOR Rate Amount, then Maker shall not be entitled, so long as such circumstances continue, to request a Designated LIBOR Rate Amount or a continuation of or conversion to the LIBOR Rate for any such outstanding sum from Payee. In the event that such circumstances no longer exist, Payee shall again consider requests for Designated LIBOR Rate Amounts and requests for continuation of and conversions to such advances.
2.7 In the event that any Regulatory Requirement, including without limitation exchange controls, shall make it unlawful or impossible for Payee to maintain any Designated LIBOR Rate Amount under this Note, the Maker shall after receipt of notice thereof from Payee, repay in full the then-outstanding principal amount of all Designated LIBOR Rate Amounts together with all accrued interest thereon to the date of payment and all amounts due to the affected Payee under Section 2.8, (a) on the last day of the then-current LIBOR Period, if any, applicable to such Designated LIBOR Rate Amount, if Payee may lawfully continue to maintain such Designated LIBOR Rate Amount of such day, or (b) immediately if Payee may not continue to maintain such Designated LIBOR Rate Amount to such day. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Note. This Section 2.7 shall apply only as long as such illegality exists. Payee shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this Section 2.7, Maker may, at its option, and at the time provided in this Section 2.7, convert any affected advance or a portion thereof to the Variable Rate or to any Designated LIBOR Rate Amount of a duration that remains unaffected by the foregoing external conditions, in each case accompanied by the payment of all accrued interest on the affected advance to the date of conversion and all amounts due to Payee under Section 2.8.
2.8 If Maker makes any payment of principal with respect to any Designated LIBOR Amount on any other date than the last day of a LIBOR Period applicable thereto or if Maker fails to borrow any Designated LIBOR Amount after notice has been given to Payee in accordance with Section 2.2, or fails to make any payment of principal or interest in respect of a Designated LIBOR Amount when due or at the Maturity Date, the Maker shall reimburse Payee on demand for any resulting actual and direct loss or expense incurred by Payee, determined in Payee's reasonable opinion, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties. A detailed statement as to the amount of such loss or expense, prepared in good faith and submitted by Payee to Maker, shall be conclusive and binding for all purposes absent manifest error in determination. This provision is for the benefit of Payee and is not intended to increase the yield to Payee above the rates of interest provided for in this Agreement.
2.9 The provisions of sections 2.5 and 2.8 shall survive the termination and payment in full of this Note.
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