Amounts Payable (a) The Company hereby covenants and agrees to repay the loan, as follows: on or before any Interest Payment Date for the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection.
(b) Each of the Company and ITT Holdings LLC agrees that it will also pay:
(i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and
(ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and
(iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the bxxx by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith.
(c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s own account as and when such amounts become due and payable.
(d) Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any).
(e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate:
(i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability.
(ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture).
(iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds.
(iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.
Accounts Payable To the extent not apportioned at Closing, any indebtedness, accounts payable, liabilities or obligations of any kind or nature related to Seller or the Property for the periods prior to and including the Closing Date shall be retained by Seller and promptly allocated to Seller and evidence thereof shall be provided to Buyer, and Buyer shall not be or become liable therefor, except as expressly assumed by Buyer pursuant to this Contract, and invoices received in the ordinary course of business prior to Closing shall be allocated to Seller at Closing.
Amounts payable on prepayment A prepayment shall be made together with accrued interest (and any other amount payable under Clause 21 or otherwise) in respect of the amount prepaid and, if the prepayment is not made on the last day of an Interest Period together with any sums payable under Clause 21.1(b) but without premium or penalty.
Certain Additional Payments In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.
Prepayments Payments Taxes Mandatory and Voluntary Payment; Mandatory and Voluntary Reduction of Commitments............................. 10 3.02
Service Fees Payable to FSSC (a) During the term of this Agreement, FSSC will be entitled to receive from each Fund as full compensation for Services rendered hereunder a fee calculated daily at an annual rate, as set forth Schedule 1 to this Agreement, of up to 0.25% of average net assets held in FSSC Accounts of each Fund. Service fees paid by the Funds are in addition to other fees paid by the Funds such as those paid pursuant to an Agreement for Fund Accounting Services, Administrative Services, Transfer Agency Services and Custody Services Procurement and fees paid pursuant to each Fund’s Distributor’s Contract.
(b) For so long as any Third-Party Agreement remains in effect, FSSC shall be entitled to receive fees from the Funds calculated daily at an annual rate, as set forth in Schedule 1 to this Agreement, of up to 0.25% on the average net assets held in accounts of each Fund for which Services are provided by such third-parties which amount shall be paid by FSSC in accordance with such Third-Party Agreements.
(c) The Funds shall pay service fees to FSSC in accordance with their regular payment schedules. For the payment period in which this Agreement becomes effective or terminates with respect to any Fund, there shall be an appropriate proration of the fee on the basis of the number of days that this Agreement is in effect with respect to such Fund during the period.
Obligation to Make Payments Any Interconnection Party's obligation to make payments for services shall not be suspended by Force Majeure.
Certain Fees No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.
Certain Expenses The Company shall pay on demand all expenses incurred by the Holder, including reasonable attorneys' fees and expenses, as a consequence of, or in connection with (x) any amendment or waiver of this Note or any other Transaction Document, (y) any default or breach of any of the Company’s obligations set forth in the Transaction Documents and (z) the enforcement or restructuring of any right of, including the collection of any payments due, the Holder under the Transaction Documents, including any action or proceeding relating to such enforcement or any order, injunction or other process seeking to restrain the Company from paying any amount due the Holder.
Payment of Liabilities (a) On each Business Day after the occurrence and during the continuance of a Cash Control Event, the Administrative Agent shall apply the then collected balance of each Administrative Agent's Account (net of fees charged, and of such impressed balances as may be required by the bank at which such Administrative Agent's Account is maintained) First, towards the SwingLine Loans, Second, towards the unpaid balance of the Loan Account, and Third, to all other Liabilities in such order as the Administrative Agent may determine.
(b) The following rules shall apply to deposits and payments under and pursuant to this Section 8.5:
(i) Funds shall be deemed to have been deposited to an Administrative Agent's Account on the Business Day on which deposited, provided that notice of such deposit is available to the Administrative Agent by 1:00PM on that Business Day.
(ii) Funds paid to the Administrative Agent, other than by deposit to an Administrative Agent's Account, shall be deemed to have been received on the Business Day when they are good and collected funds, provided that notice of such payment is available to the Administrative Agent by 1:00PM on that Business Day.
(iii) If notice of a deposit to an Administrative Agent's Account (Section 8.5(b)(i)) or payment (Section 8.5(b)(ii)) is not available to the Administrative Agent until after 1:00PM on a Business Day, such deposit or payment shall be deemed to have been made at 9:00AM on the then next Business Day.
(iv) All deposits to an Administrative Agent's Account and other payments to the Administrative Agent are subject to clearance and collection.
(c) The Administrative Agent shall transfer to the Operating Account of the applicable Borrower any surplus in the Administrative Agent's Account remaining after the application towards the Liabilities referred to in Section 8.5(a), above (less those amounts which are to be netted out, as provided therein) provided, however, in the event that
(i) any Default has occurred and is continuing; and
(ii) one or more L/Cs and Banker's Acceptances are then outstanding, then the Administrative Agent may, and at the direction of the SuperMajority Lenders shall, establish a funded reserve of up to 105% of the aggregate Stated Amounts of such L/C's and such Banker's Acceptances. Such funded reserve shall either be (i) returned to the applicable Borrower provided that no Borrower is in Default or (ii) applied towards the Liabilities in the manner set forth herein following the occurrence of any Event of Default described in Section 11.12 or acceleration following the occurrence of any other Event of Default.
