Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes[, the Class A-5 Notes,] [and] the Class B Notes[,] [and the Class C Notes][,] [and the Class D Notes][,] [and the Class E Notes] [and the Class F Notes] shall accrue interest during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2 Interest Rate, the Class A-3 Interest Rate, the Class A-4 Interest Rate[, the Class A-5 Interest Rate,] [and] the Class B Interest Rate[,] [and] [the Class C Interest Rate][,] [and] [the Class D Interest Rate][,] [and] [the Class E Interest Rate] [and the Class F Interest Rate], respectively, and such interest shall be payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c) and (d), as applicable, subject to Section 3.01. [The Class [ ] Notes will not bear an Interest Rate, and will not accrue interest during any Interest Accrual Period, and therefore, no interest will be payable with respect to such Notes. Interest on the Class [ ] Notes will be calculated on the basis of a [360-day year consisting of twelve 30-day months]. Interest on the Class [ ] Notes will be calculated on the basis of [the actual number of days in the related Interest Accrual Period and a 360-day year]. The Issuing Entity will pay interest on each [applicable] Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. [However, if any Class A-1 Notes remain outstanding after the [ ] 20[ ] Payment Date, (a)(i) any accrued and unpaid interest on the Class A-1 Notes for the Interest Accrual Period with respect to the Special Payment Date (including, without limitation, the amount of any Class A Noteholders’ Interest Distributable Amount due and payable to the Holders of the Class A-1 Notes on the Special Payment Date), and (ii) any outstanding principal of the Class A-1 Notes, will in each case be due and payable to the Holders of the Class A-1 Notes on the Special Payment Date, and (b) a special Record Date of [ ] 20[ ] will apply for the Class A-1 Notes and the Special Payment Date. Any such amounts described in clause (a) in the immediately preceding sentence will be payable from Available Funds for the regularly scheduled [ ] 20[ ] Payment Date.] Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check or wire transfer to such Person’s address or designated account as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.) or WOAR or any of its Affiliates, payment will be made by wire transfer in immediately available funds to the account designated by such person or nominee and except for the final installment of principal payable with respect to such Note on a Payment Date or on the applicable Final Scheduled Payment Date for such Class (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. (b) Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount of each Class of Notes shall be payable in full on the Final Scheduled Payment Date for such Class and, to the extent of funds available therefor, in installments on the Payment Dates (if any) preceding the Final Scheduled Payment Date for such Class, in the amounts and in accordance with the priorities set forth in Section 8.02(c), subject to Section 3.01. (c) Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing at least a majority of the Outstanding Amount of the Controlling Securities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. In such case, principal shall be paid in accordance with the priorities set forth in Section 8.02(d) [or Section 8.02(e), as the case may be]. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuing Entity expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. (d) If the Issuing Entity defaults in a payment of interest on the Notes, the Issuing Entity shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuing Entity may pay such defaulted interest to the persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuing Entity shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuing Entity shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.
Appears in 1 contract
Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2 A-2a Notes, the Class A-3 A-2b Notes, the Class A-3a Notes, the Class A-3b Notes, the Class A-4 Notes[, the Class A-5 Notes,] [and] the Class B Notes[,] [Notes and the Class C Notes][,] [and the Class D Notes][,] [and the Class E Notes] [and the Class F Notes] Notes shall accrue interest during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2 A-2a Interest Rate, the Class A-3 A-2b Interest Rate, the Class A-3a Interest Rate, the Class A-3b Interest Rate, the Class A-4 Interest Rate[, the Class A-5 Interest Rate,] [and] the Class B Interest Rate[,] [and] [Rate and the Class C Interest Rate][,] [and] [the Class D Interest Rate][,] [and] [the Class E Interest Rate] [, respectively, as set forth in Exhibit A-0, Xxxxxxx X-0x, Exhibit A-0x, Xxxxxxx X-0x, Xxxxxxx X-0x, Xxxxxxx A-4, Exhibit B and the Class F Interest Rate]Exhibit C, respectively, and such interest shall be payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c) and (d), as applicablespecified therein, subject to Section 3.01. [The Class [ ] Notes will not bear an Interest Rate, and will not accrue interest during any Interest Accrual Period, and therefore, no interest will be payable with respect to such Notes. Interest on each Class of Notes, other than the Class [ ] A-1 Notes, the Class A-2b Notes and the Class A-3b Notes, will be calculated on the basis of a [360-day year consisting of twelve 30-day months]. Interest on the Class [ ] A-1 Notes will be calculated computed on the basis of [the actual number of days in the related Class A-1 Interest Accrual Period and a divided by 360-day year]. The Issuing Entity will pay interest on each [applicable] Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. [However, if any Class A-1 Notes remain outstanding after the [ ] 20[ ] Payment Date, (a)(i) any accrued and unpaid interest on the Class A-1 A-2b Notes for and the Class A-3b Notes will be computed on the basis of the actual number of days in the Floating Rate Interest Accrual Period with respect to the Special Payment Date (including, without limitation, the amount of any Class A Noteholders’ Interest Distributable Amount due and payable to the Holders of the Class A-1 Notes on the Special Payment Date), and (ii) any outstanding principal of the Class A-1 Notes, will in each case be due and payable to the Holders of the Class A-1 Notes on the Special Payment Date, and (b) a special Record Date of [ ] 20[ ] will apply for the Class A-1 Notes and the Special Payment Datedivided by 360. Any such amounts described in clause (a) in the immediately preceding sentence will be payable from Available Funds for the regularly scheduled [ ] 20[ ] Payment Date.] Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuing Entity 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 on the Record Date by check or wire transfer mailed first-class postage prepaid to such Person’s address or designated account as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.) or WOAR or any of its Affiliates), payment will be made by wire transfer in immediately available funds to the account designated by such person or nominee nominee, and except for the final installment of principal payable with respect to such Note on a Payment Date or on the applicable Final Scheduled class final scheduled Payment Date for such Class (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03.
(b) Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount The principal of each Class of Notes Senior Note shall be payable in full installments on the Final Scheduled each Payment Date for such Class and, to the extent of funds available therefor, in installments on the Payment Dates (if any) preceding the Final Scheduled Payment Date for such Class, as provided in the amounts and in accordance with forms of the priorities Senior Notes set forth in Section 8.02(c)Exhibit A-0, subject to Section 3.01.
(c) Xxxxxxx X-0x, Exhibit A-0x, Xxxxxxx X-0x, Xxxxxxx X-0x, Xxxxxxx A-4, Exhibit B and Exhibit C. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing at least not less than a majority of the Outstanding Amount of the Controlling Securities Class have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. In such case, All principal payments on each Class of Notes shall be paid in accordance with made pro rata to the priorities set forth in Section 8.02(d) [or Section 8.02(e), as the case may be]Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuing Entity Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02.
(dc) If the Issuing Entity Issuer defaults in a payment of interest on the Notes, the Issuing Entity Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuing Entity Issuer may pay such defaulted interest to the persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuing Entity Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuing Entity Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.
(d) The Class D Notes shall be entitled to receive the Class D Payment Amount on each Payment Date or Redemption Date, as provided in the form of the Class D Notes set forth in Exhibit D. All distributions of the Class D Payment Amount shall be made pro rata to the Holders of Class D Notes entitled thereto. Payments of the Class D Payment Amount on the Class D Notes are subordinated to the payment of the interest, principal and any premium owed on the Senior Notes as provided herein. The failure to pay the Class D Payment Amount on the Class D Final Scheduled Payment Date shall be an Event of Default under Section 5.01(ii) of this Indenture.
Appears in 1 contract
Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2 A-2a Notes, the Class A-3 A-2b Notes, the Class A-4 A-3a Notes[, the Class A-5 A-3b Notes,] [and] , the Class A-4a Notes, the Class A-4b Notes, the Class B Notes[,] [Notes and the Class C Notes][,] [and the Class D Notes][,] [and the Class E Notes] [and the Class F Notes] Notes shall accrue interest during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2 A-2a Interest Rate, the Class A-3 A-2b Interest Rate, the Class A-4 A-3a Interest Rate[, the Class A-5 A-3b Interest Rate,] [and] , the Class A-4a Interest Rate, the Class A-4b Interest Rate, the Class B Interest Rate[,] [and] [Rate and the Class C Interest Rate][,] [and] [the Class D Interest Rate][,] [and] [the Class E Interest Rate] [, respectively, as set forth in Exhibit X-0, Xxxxxxx X-0x, Exhibit X-0x, Xxxxxxx X-0x, Xxxxxxx X-0x, Xxxxxxx X-0x, Xxxxxxx X-0x, Xxxxxxx B and the Class F Interest Rate]Exhibit C, respectively, and such interest shall be payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c) and (d), as applicablespecified therein, subject to Section 3.01. [The Class [ ] Notes will not bear an Interest Rate, and will not accrue interest during any Interest Accrual Period, and therefore, no interest will be payable with respect to such Notes. Interest on each Class of Senior Notes, other than the Class [ ] A-1 Notes, the Class A-2b Notes, the Class A-3b Notes and the Class A-4b Notes, will be calculated on the basis of a [360-day year consisting of twelve 30-day months]. Interest on the Class [ ] A-1 Notes will be calculated computed on the basis of [the actual number of days in the related Class A-1 Interest Accrual Period and a divided by 360-day year]. The Issuing Entity will pay interest on each [applicable] Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. [However, if any Class A-1 Notes remain outstanding after the [ ] 20[ ] Payment Date, (a)(i) any accrued and unpaid interest on the Class A-1 A-2b Notes, the Class A-3b Notes for and the Class A-4b Notes will be computed on the basis of the actual number of days in the Floating Rate Interest Accrual Period with respect to the Special Payment Date (including, without limitation, the amount of any Class A Noteholders’ Interest Distributable Amount due and payable to the Holders of the Class A-1 Notes on the Special Payment Date), and (ii) any outstanding principal of the Class A-1 Notes, will in each case be due and payable to the Holders of the Class A-1 Notes on the Special Payment Date, and (b) a special Record Date of [ ] 20[ ] will apply for the Class A-1 Notes and the Special Payment Datedivided by 360. Any such amounts described in clause (a) in the immediately preceding sentence will be payable from Available Funds for the regularly scheduled [ ] 20[ ] Payment Date.] Any installment of interest or principal payable on a Note Senior Note, or any Class D Payment Amount payable on the Class D Notes, that is punctually paid or duly provided for by the Issuing Entity 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 on the Record Date by check or wire transfer mailed first-class postage prepaid to such Person’s address or designated account as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.) or WOAR or any of its Affiliates), payment will be made by wire transfer in immediately available funds to the account designated by such person or nominee nominee, and except for the final installment of principal payable with respect to such Note on a Payment Date or on the applicable Final Scheduled class final scheduled Payment Date for such Class (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03.
(b) Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount The principal of each Class of Notes Senior Note shall be payable in full installments on the Final Scheduled each Payment Date for such Class and, to the extent of funds available therefor, in installments on the Payment Dates (if any) preceding the Final Scheduled Payment Date for such Class, as provided in the amounts and in accordance with forms of the priorities Senior Notes set forth in Section 8.02(c)Exhibit X-0, subject to Section 3.01.
(c) Xxxxxxx X- 0x, Xxxxxxx X-0x, Xxxxxxx X-0x, Xxxxxxx X-0x, Xxxxxxx X-0x, Xxxxxxx X-0x, Xxxxxxx B and Exhibit C. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing at least not less than a majority of the Outstanding Amount of the Controlling Securities Class have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. In such case, All principal payments on each Class of Notes shall be paid in accordance with made pro rata to the priorities set forth in Section 8.02(d) [or Section 8.02(e), as the case may be]Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuing Entity Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02.
(dc) If the Issuing Entity Issuer defaults in a payment of interest on the Notes, the Issuing Entity Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuing Entity Issuer may pay such defaulted interest to the persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuing Entity Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuing Entity Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.
(d) The Class D Notes shall be entitled to receive the Class D Payment Amount on each Payment Date or Redemption Date, as provided in the form of the Class D Notes set forth in Exhibit D. All distributions of the Class D Payment Amount shall be made pro rata to the Holders of Class D Notes entitled thereto. Payments of the Class D Payment Amount on the Class D Notes are subordinated to the payment of the interest, principal and any premium owed on the Senior Notes as provided herein. The failure to pay the Class D Payment Amount on the Class D Final Scheduled Payment Date shall be an Event of Default under Section 5.01(ii) of this Indenture.
Appears in 1 contract
Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2 A-2a Notes, the Class A-3 A-2b Notes, the Class A-3a Notes, the Class A-3b Notes, the Class A-4 Notes[, the Class A-5 Notes,] [and] the Class B Notes[,] [Notes and the Class C Notes][,] [and the Class D Notes][,] [and the Class E Notes] [and the Class F Notes] Notes shall accrue interest during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2 A-2a Interest Rate, the Class A-3 A-2b Interest Rate, the Class A-3a Interest Rate, the Class A-3b Interest Rate, the Class A-4 Interest Rate[, the Class A-5 Interest Rate,] [and] the Class B Interest Rate[,] [and] [Rate and the Class C Interest Rate][,] [and] [the Class D Interest Rate][,] [and] [the Class E Interest Rate] [, respectively, as set forth in Exhibit A-0, Xxxxxxx X-0x, Exhibit A-0x, Xxxxxxx X-0x, Xxxxxxx X-0x, Xxxxxxx A-4, Exhibit B and the Class F Interest Rate]Exhibit C, respectively, and such interest shall be payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c) and (d), as applicablespecified therein, subject to Section 3.01. [The Class [ ] Notes will not bear an Interest Rate, and will not accrue interest during any Interest Accrual Period, and therefore, no interest will be payable with respect to such Notes. Interest on each Class of Senior Notes, other than the Class [ ] A-1 Notes, the Class A-2b Notes and the Class A-3b Notes, will be calculated on the basis of a [360-day year consisting of twelve 30-day months]. Interest on the Class [ ] A-1 Notes will be calculated computed on the basis of [the actual number of days in the related Class A-1 Interest Accrual Period and a divided by 360-day year]. The Issuing Entity will pay interest on each [applicable] Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. [However, if any Class A-1 Notes remain outstanding after the [ ] 20[ ] Payment Date, (a)(i) any accrued and unpaid interest on the Class A-1 A-2b Notes for and the Class A-3b Notes will be computed on the basis of the actual number of days in the Floating Rate Interest Accrual Period with respect to the Special Payment Date (including, without limitation, the amount of any Class A Noteholders’ Interest Distributable Amount due and payable to the Holders of the Class A-1 Notes on the Special Payment Date), and (ii) any outstanding principal of the Class A-1 Notes, will in each case be due and payable to the Holders of the Class A-1 Notes on the Special Payment Date, and (b) a special Record Date of [ ] 20[ ] will apply for the Class A-1 Notes and the Special Payment Datedivided by 360. Any such amounts described in clause (a) in the immediately preceding sentence will be payable from Available Funds for the regularly scheduled [ ] 20[ ] Payment Date.] Any installment of interest or principal payable on a Note Senior Note, or any Class D Payment Amount payable on the Class D Notes, that is punctually paid or duly provided for by the Issuing Entity 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 on the Record Date by check or wire transfer mailed first-class postage prepaid to such Person’s address or designated account as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.) or WOAR or any of its Affiliates), payment will be made by wire transfer in immediately available funds to the account designated by such person or nominee nominee, and except for the final installment of principal payable with respect to such Note on a Payment Date or on the applicable Final Scheduled class final scheduled Payment Date for such Class (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03.
(b) Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount The principal of each Class of Notes Senior Note shall be payable in full installments on the Final Scheduled each Payment Date for such Class and, to the extent of funds available therefor, in installments on the Payment Dates (if any) preceding the Final Scheduled Payment Date for such Class, as provided in the amounts and in accordance with forms of the priorities Senior Notes set forth in Section 8.02(c)Exhibit A-0, subject to Section 3.01.
(c) Xxxxxxx X-0x, Exhibit A-0x, Xxxxxxx X-0x, Xxxxxxx X-0x, Xxxxxxx A-4, Exhibit B and Exhibit C. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing at least not less than a majority of the Outstanding Amount of the Controlling Securities Class have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. In such case, All principal payments on each Class of Notes shall be paid in accordance with made pro rata to the priorities set forth in Section 8.02(d) [or Section 8.02(e), as the case may be]Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuing Entity Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02.
(dc) If the Issuing Entity Issuer defaults in a payment of interest on the Notes, the Issuing Entity Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuing Entity Issuer may pay such defaulted interest to the persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuing Entity Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuing Entity Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.
(d) The Class D Notes shall be entitled to receive the Class D Payment Amount on each Payment Date or Redemption Date, as provided in the form of the Class D Notes set forth in Exhibit D. All distributions of the Class D Payment Amount shall be made pro rata to the Holders of Class D Notes entitled thereto. Payments of the Class D Payment Amount on the Class D Notes are subordinated to the payment of the interest, principal and any premium owed on the Senior Notes as provided herein. The failure to pay the Class D Payment Amount on the Class D Final Scheduled Payment Date shall be an Event of Default under Section 5.01(ii) of this Indenture.
Appears in 1 contract
Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2 A-2a Notes, the Class A-3 A-2b Notes, the Class A-3a Notes, the Class A-3b Notes, the Class A-4 Notes[, the Class A-5 Notes,] [and] Notes and the Class B Notes[,] [and the Class C Notes][,] [and the Class D Notes][,] [and the Class E Notes] [and the Class F Notes] Notes shall accrue interest during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2 A-2a Interest Rate, the Class A-3 A-2b Interest Rate, the Class A-3a Interest Rate, the Class A-3b Interest Rate, the Class A-4 Interest Rate[, the Class A-5 Interest Rate,] [and] Rate and the Class B Interest Rate[,] [and] [the Class C Interest Rate][,] [and] [the Class D Interest Rate][,] [and] [the Class E Interest Rate] [and the Class F Interest Rate], respectively, and such interest shall be payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c), (d) and (de), as applicable, subject to Section 3.01. [The Class [ ] Notes will not bear an Interest Rate, and will not accrue interest during any Interest Accrual Period, and therefore, no interest will be payable with respect to such Notes. Interest on the Class [ ] A-2a Notes, the Class A-3a Notes, the Class A-4 Notes and the Class B Notes will be calculated on the basis of a [360-day year consisting of twelve 30-day months]. Interest on the Class [ ] A-1 Notes, the Class A-2b Notes and the Class A-3b Notes will be calculated on the basis of [the actual number of days in the related Interest Accrual Period and a 360-day year]. The Issuing Entity will pay interest on each [applicable] Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. [However, if any Class A-1 Notes remain outstanding after the [ ] 20[ ] Payment Date, (a)(i) any accrued and unpaid interest on the Class A-1 Notes for the Interest Accrual Period with respect to the Special Payment Date (including, without limitation, the amount of any Class A Noteholders’ Interest Distributable Amount due and payable to the Holders of the Class A-1 Notes on the Special Payment Date), and (ii) any outstanding principal of the Class A-1 Notes, will in each case be due and payable to the Holders of the Class A-1 Notes on the Special Payment Date, and (b) a special Record Date of [ ] 20[ ] will apply for the Class A-1 Notes and the Special Payment Date. Any such amounts described in clause (a) in the immediately preceding sentence will be payable from Available Funds for the regularly scheduled [ ] 20[ ] Payment Date.] Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check or wire transfer mailed first-class postage prepaid to such Person’s address or designated account as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.) or WOAR or any of its Affiliatesaffiliates, payment will be made by wire transfer in immediately available funds to the account designated by such person or nominee and except for the final installment of principal payable with respect to such Note on a Payment Date or on the applicable class Final Scheduled Payment Date for such Class (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03.
(b) Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount of each Class of Notes shall be payable in full on the Final Scheduled Payment Date for such Class class and, to the extent of funds available therefor, in installments on the Payment Dates (if any) preceding the Final Scheduled Payment Date for such Class, in the amounts and in accordance with the priorities set forth in Section 8.02(c), subject to Section 3.01.
(c) Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing at least a majority not less than 50% of the Outstanding Amount of the Controlling Securities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. In such case, principal shall be paid in accordance with the priorities set forth in Section 8.02(d) [or Section 8.02(e), as the case may be]. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuing Entity expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02.
(d) If the Issuing Entity defaults in a payment of interest on the Notes, the Issuing Entity shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuing Entity may pay such defaulted interest to the persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuing Entity shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuing Entity shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.
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Payment of Principal and Interest; Defaulted Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes[, the Class A-5 Notes,] [and] the Class B Notes[,] [and the Class C Notes][,] [and the Class D Notes][,] [and the Class E Notes] [and the Class F Notes] shall accrue interest during the related Interest Accrual Period at the Class A-1 Interest Rate, the Class A-2 Interest Rate, the Class A-3 Interest Rate, the Class A-4 Interest Rate[, the Class A-5 Interest Rate,] [and] the Class B Interest Rate[,] [and] [the Class C Interest Rate][,] [and] [the Class D Interest Rate][,] [and] [the Class E Interest Rate] [and the Class F E Interest Rate], respectively, and such interest shall be payable on each Payment Date in accordance with the priorities set forth in Section 8.02(c) and (d), as applicable, subject to Section 3.01. [The Class [ ] Notes will not bear an Interest Rate, and will not accrue interest during any Interest Accrual Period, and therefore, no interest will be payable with respect to such Notes. Interest on the Class [ [____] Notes will be calculated on the basis of a [360-day year consisting of twelve 30-day months]. Interest on the Class [ [___] Notes will be calculated on the basis of [the actual number of days in the related Interest Accrual Period and a 360-day year]. The Issuing Entity will pay interest on each [applicable] Class of Notes at the related Interest Rate on each Payment Date on the principal amount of the related Class of Notes outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01. [However, if any Class A-1 Notes remain outstanding after the [ ] 20[ ] Payment Date, (a)(i) any accrued and unpaid interest on the Class A-1 Notes for the Interest Accrual Period with respect to the Special Payment Date (including, without limitation, the amount of any Class A Noteholders’ Interest Distributable Amount due and payable to the Holders of the Class A-1 Notes on the Special Payment Date), and (ii) any outstanding principal of the Class A-1 Notes, will in each case be due and payable to the Holders of the Class A-1 Notes on the Special Payment Date, and (b) a special Record Date of [ ] 20[ ] will apply for the Class A-1 Notes and the Special Payment Date. Any such amounts described in clause (a) in the immediately preceding sentence will be payable from Available Funds for the regularly scheduled [ ] 20[ ] Payment Date.] Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuing Entity on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check or wire transfer mailed first-class postage prepaid to such Person’s address or designated account as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.) or WOAR or any of its Affiliates, payment will be made by wire transfer in immediately available funds to the account designated by such person or nominee and except for the final installment of principal payable with respect to such Note on a Payment Date or on the applicable Final Scheduled Payment Date for such Class (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03.
(b) Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Amount of each Class of Notes shall be payable in full on the Final Scheduled Payment Date for such Class and, to the extent of funds available therefor, in installments on the Payment Dates (if any) preceding the Final Scheduled Payment Date for such Class, in the amounts and in accordance with the priorities set forth in Section 8.02(c), subject to Section 3.01.
(c) Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing at least a majority of the Outstanding Amount of the Controlling Securities have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. In such case, principal shall be paid in accordance with the priorities set forth in Section 8.02(d) [or Section 8.02(e), as the case may be]. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuing Entity expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02.
(d) If the Issuing Entity defaults in a payment of interest on the Notes, the Issuing Entity shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuing Entity may pay such defaulted interest to the persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuing Entity shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuing Entity shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.
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