Reduction of Servicing Compensation in Connection with Prepayment Interest Shortfalls In the event that any Mortgage Loan is the subject of a Prepayment Interest Shortfall, the Servicer shall, from amounts in respect of the Servicing Fee for such Distribution Date, deposit into the Collection Account, as a reduction of the Servicing Fee for such Distribution Date, no later than the Servicer Remittance Date immediately preceding such Distribution Date, an amount up to the Prepayment Interest Shortfall; provided that the amount so deposited shall not exceed the Compensating Interest for such Distribution Date. In case of such deposit, the Servicer shall not be entitled to any recovery or reimbursement from the Depositor, the Trustee, the Issuing Entity or the Certificateholders. With respect to any Distribution Date, to the extent that the Prepayment Interest Shortfall exceeds Compensating Interest (such excess, a "Non-Supported Interest Shortfall"), such Non-Supported Interest Shortfall shall reduce the Current Interest with respect to each Class of Certificates, pro rata based upon the amount of interest each such Class would otherwise be entitled to receive on such Distribution Date. Notwithstanding the foregoing, there shall be no reduction of the Servicing Fee in connection with Prepayment Interest Shortfalls related to the Relief Act or bankruptcy proceedings and the Servicer shall not be obligated to pay Compensating Interest with respect to Prepayment Interest Shortfalls related to the Relief Act or bankruptcy proceedings.
Distributions and Interest Amount (i) Interest Rate. "Interest Rate" for any day means, the Federal Funds Overnight Rate. For the purposes hereof, "Federal Funds Overnight Rate" means, for any day, an interest rate per annum equal to the rate published as the Federal Funds Effective Rate that appears on Telerate Page 118 for such day.
Interest Fees and Expenses (A) Interest on the Revolving Loans shall be payable monthly as of the end of each month and shall be an amount equal to (a) the sum of three-eighths of one percent (.375%) plus The Chase Manhattan Bank Rate, on a per annum basis, on the average of the net balances owing by all of the Companies to CITBC in the Collective Account at the close of each day during such month on balances other than Libor Loans and (b) two and seven-eighths percent (2.875%) plus Libor on any Libor Loan as to any then outstanding Revolving Loans which are Libor Loans, on a per annum basis, on the average of the net balances of such Libor Loans owing by the Companies to CITBC in the Collective Account at the close of each day during such month for the Libor period; but, in no event shall the interest charged hereunder exceed the Maximum Legal Rate. The Companies may elect to use Libor as to any then outstanding Revolving Loans provided (i) there is then no Event of Default, (ii) the Companies have so advised CITBC of their election to use Libor and the Libor Period is selected no later than two (2) business days preceding the first day of a Libor period and (iii) the election and Libor shall be effective, provided, there is then no Event of Default, on the third business day following said notice. The Libor elections must be for integral multiples of $1,000,000.00 and the Companies shall pay CITBC a non-refundable Libor Processing Fee upon the effective date of each Libor Loan, provided, however, that there shall be no Libor Processing Fee for the first four (4) Libor Loans in any calendar year which have a three (3) month Libor Period. If no such election is timely made or can be made or Libor cannot be determined, then CITBC shall use The Chase Manhattan Bank Rate to compute interest. In the event of any change in said The Chase Manhattan Bank Rate, the rate under clause (a) above shall change, as of the first of the month following any change, so as to remain equal to the sum of three-eighths of one percent (.375%) plus The Chase Manhattan Bank Rate. The rates hereunder shall be calculated based on a three hundred sixty (360) day year for actual days elapsed. CITBC shall be entitled to charge the Collective Account at the rate provided for herein when due until all Obligations have been paid in full.
(B) Subject to compliance with the conditions set forth in this subparagraph (B), the Companies shall be entitled to interest rate reductions (each an "Interest Rate Reduction") as outlined below: If the ratio of all of the Companies' Average Loan Balances to EBITDA meets or exceeds the Companies' financial projections dated March 27, 1997, for the fiscal year ending January 31, 1998 and for future years as indicated in such projections delivered to CITBC as required under subsection (d) of Paragraph 7 of Section 6 (the "Financial Projections") then the spread over the (a) The Chase Manhattan Bank Rate shall be reduced by three-eighths of one percent (.375%) and (b) Libor rate shall be reduced by three-eighths of one percent (.375%). If the ratio of all of the Companies' Average Loan Balances to EBITDA fails to meet the Financial Projections for a fiscal year then the spread over the (a) The Chase Manhattan Bank Rate shall be increased by three-eighths of one percent (.375%) and (b) Libor rate shall be increased by three-eighths of one
Indemnity for Returned Payments If, after receipt of any payment of, or proceeds applied to the payment of, all or any part of the Obligations, the Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person, because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continue and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender, and the Borrower shall be liable to pay to the Agent, and hereby does indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless for, the amount of such payment or proceeds surrendered. The provisions of this Section 4.9 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent's and the Lenders' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 4.9 shall survive the termination of this Agreement.
Payment of Liabilities, Including Taxes, Etc Each Loan Party shall, and shall cause each of its Subsidiaries to, duly pay and discharge all liabilities to which it is subject or which are asserted against it, promptly as and when the same shall become due and payable, including all taxes, assessments and governmental charges upon it or any of its properties, assets, income or profits, prior to the date on which penalties attach thereto, except to the extent that such liabilities, including taxes, assessments or charges, are being contested in good faith and by appropriate and lawful proceedings diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made.