Common use of Payment of Principal and Interest Clause in Contracts

Payment of Principal and Interest. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.

Appears in 11 contracts

Samples: oec-ri.odebrecht.com, oec-ri.odebrecht.com, oec-ri.odebrecht.com

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Payment of Principal and Interest. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) Each Class of Notes shall accrue interest payable on any date of Maturity at the Interest Rate as set forth in the Transfer and Servicing Agreement, and such interest shall be payable on each Payment Date, subject to the Person to whom principal Section 3.01. Interest shall be payable and (b) computed on each Class of LIBOR Notes on the first payment basis of interest on any Note originally issued between a Regular Record Date for such Note 360-day year and the succeeding actual number of days elapsed in each Accrual Period. Interest Payment Date shall be made computed on each Class of Notes (other than any Class of LIBOR Notes) on the Interest Payment Date following the next succeeding Regular Record Date for such Note basis of the Holdera 360-day year consisting of twelve 30-day months. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with With respect to such Note not less than fifteen calendar days prior to each outstanding Class of LIBOR Notes, the Trust Administrator shall determine LIBOR for each applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest Accrual Period on the Notes. Payment of the principalsecond London Business Day prior thereto, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture the Transfer and Servicing Agreement. All interest payments on each Class of Notes shall be made in the order provided for in Section 6.02 of the Transfer and Servicing Agreement. Any installment of interest or principal payable on any Note shall be paid on the applicable Payment Date to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date or, upon written request made to the Note Registrar and the applicable procedures Paying Agent at least five Business Days prior to the related Record Date, by the Holder of DTC. PIK Interest will be payable (x) a Note having an initial Note Principal Amount of not less than $2,500,000 by wire transfer in immediately available funds to an account specified in the request and at the expense of such Noteholder, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes represented by one or more Global Notes registered on the Record Date in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by an amount equal wire transfer in immediately available funds to the amount of the PIK Payment account designated by such nominee, except for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased final installment of principal amount) and (y) payable with respect to such Note on a Payment Date or on the applicable Maturity Date for such Class of Notes (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 Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver any such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will checks returned undelivered shall be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made held in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 3.03.

Appears in 5 contracts

Samples: Indenture (SunTrust Mortgage Securitization, LLC), Indenture (NYMT Securities CORP), Indenture (Fieldstone Mortgage Investment CORP)

Payment of Principal and Interest. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) Each Class of Notes shall accrue interest payable on any date of Maturity at the applicable Note Interest Rate as set forth in the Sale and Servicing Agreement, and such interest shall be payable on each Payment Date, subject to the Person to whom principal Section 3.01. Interest shall be payable and (b) computed on each Class of Notes on the first payment basis of interest on any Note originally issued between a Regular Record Date for such Note 360-day year and the succeeding Interest Payment Date actual number of days elapsed in each Accrual Period. With respect to each outstanding Class of Notes, the Trust Administrator shall be made determine LIBOR for each applicable Accrual Period on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Notesecond LIBOR Business Day prior thereto, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture the Sale and Servicing Agreement. All interest payments on each Class of Notes shall be made in the order provided for in Section 6.02 of the Sale and Servicing Agreement. Any installment of interest or principal payable on any Note shall be paid on the applicable Payment Date to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person's address as it appears on the Note Register on such Record Date or, upon written request made to the Note Registrar and the applicable procedures Paying Agent at least [five] Business Days prior to the related Record Date, by the Holder of DTC. PIK Interest will be payable (x) a Note having an initial Note Principal Amount of not less than $[2,500,000] by wire transfer in immediately available funds to an account specified in the request and at the expense of such Noteholder, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes represented by one or more Global Notes registered on the Record Date in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by an amount equal wire transfer in immediately available funds to the amount of the PIK Payment account designated by such nominee, except for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased final installment of principal amount) and (y) payable with respect to such Note on a Payment Date or on the applicable Maturity Date for such Class of Notes (and except for the Termination Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver any such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will checks returned undelivered shall be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made held in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 3.03.

Appears in 4 contracts

Samples: Indenture (Cwalt Inc), Indenture (CWMBS Inc), Indenture (Cwabs Inc)

Payment of Principal and Interest. Payments (a) Each Class of Notes shall accrue interest at the Interest Rate as set forth in the Sale and Servicing Agreement, and such interest shall be payable on each Payment Date, subject to Section 3.01. All interest payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. Any installment of interest or principal payable on any Note shall be paid on the applicable Payment Date to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date or, upon written request made to the Indenture Trustee at least five Business Days prior to the related Record Date, by the Holder of a Note by wire transfer in immediately available funds to an account specified in the request and principal at the expense of such Noteholder, except that, unless Definitive Notes have been issued pursuant to Section 2.11, 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.), payment will be made by wire transfer in immediately available funds to the Holder at account designated by such nominee, except for the address final installment of principal payable with respect to such Note on a Payment Date or on the applicable Maturity Date for such Class of Notes (and except for the Redemption Price for any Note being redeemed pursuant to Section 10.01 hereof), 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. The principal of each Note shall be payable in installments on each Payment Date as provided in the Sale and Servicing Agreement and in the forms of the Notes set forth in Exhibit A hereto. Notwithstanding the foregoing, the entire unpaid principal amount of a Class of Notes, shall be due and payable, if not previously paid, on the earlier of (i) the applicable Maturity Date, (ii) the applicable Redemption Date following an Optional Redemption pursuant to Section 7.2 of the Sale and Servicing Agreement, or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the Majority Controlling Class Noteholders shall have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 hereof. On each Payment Date, all principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Holder appearing Class entitled thereto based on their respective Note Principal Balances immediately prior to such Payment Date. The Indenture Trustee shall notify the Register (as defined Person in this Indenture) whose name a Note is registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for Record Date preceding the payment Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note (the “Regular Record Date”), (i) in the case of Global Notes, will be paid. Such notice shall be mailed or transmitted by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days facsimile prior to the applicable payment date, such final Payment Date and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of shall specify that such Holder; provided, however, that (a) interest payable on any date of Maturity shall final installment will be payable to the Person to whom principal shall be payable only upon presentation and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at and shall specify the specified office place where such Note may be presented and surrendered for payment of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal proceduresinstallment. The Issuer will pay any administrative costs imposed by banks Notices in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect redemptions of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable mailed to continue Noteholders as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 10.02 hereof.

Appears in 4 contracts

Samples: Indenture (Sast 2006-3), Saxon Asset Securities Trust 2005-1, Saxon Asset Securities Trust 2005-2

Payment of Principal and Interest. Payments (a) The Class A-1A Notes shall accrue interest as provided in the form of the Class A-1A Notes set forth in Exhibit A-1 hereto, the Class A-1B Notes shall accrue interest as provided in the form of the Class A-1B Notes set forth in Exhibit A-2 hereto and the Class B Notes shall accrue interest as provided in the form of the Class B Notes set forth in Exhibit B hereto. Such interest shall be payable on each Monthly Distribution Date as specified in Section 5.04(c) hereof, subject to Section 4.01 hereof. Any installment of interest and principal will or principal, if any, payable on any Note which is punctually paid or duly provided for by the Authority on the applicable Monthly Distribution Date shall be paid to the Person in whose name such Note is registered on the Record Date by check mailed first class, postage prepaid to such Person’s address as it appears on the records of the Trustee on such Record Date, except that, unless definitive Notes have been issued pursuant to Section 2.08 hereof, 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.), payment shall be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of in immediately available funds to Holders to an the account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to such nominee and except for the applicable payment date, and (ii) in the case final installment of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest principal payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, on a Monthly Distribution Date or on its Note Final Maturity Date for such wire transfer Note which shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notespayable as provided below. Payment of the principal, premium, if any, and interest due with With respect to any Certificated Note on any date Notes in book-entry form, the Trustee shall identify each payment of Maturity will principal of the Notes as to be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agencyPro Rata Pass-Through Distribution of Principalregistered under basis and shall provide the Exchange Act, and a successor depositary is not appointed by Clearing Agency with the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made necessary information therefor in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeClearing Agency.

Appears in 3 contracts

Samples: Indenture of Trust, Indenture of Trust, Indenture of Trust

Payment of Principal and Interest. Payments The principal of the 2032 Senior Notes shall be due at Stated Maturity. The unpaid principal amount of the 2032 Senior Notes shall bear interest and at the rate of 6.50% per year until paid or duly provided for. Interest shall be paid semi-annually in arrears on each Interest Payment Date, commencing June 15, 2003, to the Person in whose name the 2032 Senior Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest payable at the Stated Maturity of principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable paid to the Person to whom principal shall is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the holders on such Regular Record Date and (b) may be paid as provided in Section 4.01 of the first payment Original Indenture. Payments of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding 2032 Senior Notes will include interest accrued to but excluding the respective Interest Payment Date Dates. Interest payments for the 2032 Senior Notes shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on the 2032 Senior Notes is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day that is a Business Day, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest due at the Stated Maturity of the 2032 Senior Notes shall be made upon surrender of the 2032 Senior Notes at the Corporate Trust Office of the Trustee. The principal of and interest on the 2032 Senior Notes shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest (including interest on any Interest Payment Date following Date) will be made, subject to such surrender where applicable, at the next succeeding Regular Record Date for such Note option of the Holder. For any Certificated NoteCompany, a Holder (i) by check mailed to the address of U.S.$1,000,000 the Person entitled thereto as such address shall appear in the Security Register or more in aggregate principal amount of Notes may request payment (ii) by wire transfer but only if appropriate payment instructions have been received at such place and to such account at a banking institution in the United States as may be designated in writing by any Paying Agent with respect to such Note not less than fifteen calendar the Trustee at least 15 days prior to the applicable date for payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangePerson entitled thereto.

Appears in 3 contracts

Samples: Fourth Supplemental Indenture (Metlife Inc), Fourth Supplemental Indenture (Metlife Inc), Fourth Supplemental Indenture (Metlife Inc)

Payment of Principal and Interest. Payments Each Class of Notes shall accrue interest at the Interest Rate as set forth in the Sale and Servicing Agreement, and such interest shall be payable on each Payment Date, subject to Section 3.01. All interest payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. Any installment of interest or principal payable on any Note shall be paid on the applicable Payment Date to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date or, upon written request made to the Indenture Trustee at least five Business Days prior to the related Record Date, by the Holder of a Note by wire transfer in immediately available funds to an account specified in the request and principal at the expense of such Noteholder, except that, unless Definitive Notes have been issued pursuant to Section 2.11, 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.), payment will be made by wire transfer in immediately available funds to the Holder at account designated by such nominee, except for the address final installment of principal payable with respect to such Note on a Payment Date or on the applicable Maturity Date for such Class of Notes (and except for the Redemption Price for any Note being redeemed pursuant to Section 10.01 hereof), 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. The principal of each Note (other than the Class A-IO Notes) shall be payable in installments on each Payment Date as provided in the Sale and Servicing Agreement and in the forms of the Notes set forth in Exhibit A hereto. Notwithstanding the foregoing, the entire unpaid principal amount of a Class of Notes, shall be due and payable, if not previously paid, on the earlier of (i) the applicable Maturity Date, (ii) the applicable Redemption Date following an Optional Redemption pursuant to Section 7.2 of the Sale and Servicing Agreement, or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the Majority Controlling Class Noteholders shall have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 hereof. On each Payment Date, all principal payments on each Class of Notes (other than the Class A–IO Notes) shall be made pro rata to the Noteholders of such Holder appearing Class entitled thereto based on their respective Note Principal Balances immediately prior to such Payment Date. The Indenture Trustee shall notify the Register (as defined Person in this Indenture) whose name a Note is registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for Record Date preceding the payment Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note (the “Regular Record Date”), (i) in the case of Global Notes, will be paid. Such notice shall be mailed or transmitted by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days facsimile prior to the applicable payment date, such final Payment Date and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of shall specify that such Holder; provided, however, that (a) interest payable on any date of Maturity shall final installment will be payable to the Person to whom principal shall be payable only upon presentation and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at and shall specify the specified office place where such Note may be presented and surrendered for payment of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal proceduresinstallment. The Issuer will pay any administrative costs imposed by banks Notices in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect redemptions of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable mailed to continue Noteholders as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 10.02 hereof.

Appears in 3 contracts

Samples: Saxon Asset Securities Co, Saxon Asset Securities Trust 2004-2, Saxon Asset Securities Trust 2004-3

Payment of Principal and Interest. Payments The Issuer covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay or cause to be paid the principal of, and interest and principal will be made to on, each of the Holder Securities of such series at the address of such Holder appearing on the Register (as defined in this Indenture) place or places, at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) respective times and in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) manner provided in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment Securities. Each installment of interest on the Securities of any Note originally issued between a Regular Record Date series may be paid by mailing checks for such Note and interest payable to or upon the succeeding Interest Payment Date written order of the holders of Securities entitled thereto as they shall be made appear on the Interest Payment Date following the next succeeding Regular Record Date for such Note registry books of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided hereinIssuer. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the any provisions of this Indenture and the applicable procedures Securities of DTC. PIK Interest any series to the contrary, if the Issuer and a Holder of any Registered Security so agree or if expressly provided pursuant to Section 2.03, payments of interest on, and any portion of the Principal of, such Holder's Registered Security (other than interest payable at maturity or on any redemption or repayment date or the final payment of Principal on such Security) shall be made by the paying agent, upon receipt from the Issuer of immediately available funds by 11:00 a.m., New York City time (or such other time as may be agreed to between the Issuer and the paying agent) or the Issuer, directly to the Holder of such Security (by wire transfer of Federal funds or immediately available funds or otherwise) if the Holder has delivered written instructions to the Trustee 15 days prior to such payment date requesting that such payment will be payable (x) with respect so made and designating the bank account to Notes represented by one or more Global Notes registered which such payments shall be so made and, in the name ofcase of payments of Principal, surrenders the same to the Trustee in exchange for a Security or held by, DTC or its nominee on Securities aggregating the relevant record date, by increasing same principal amount as the unredeemed principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar)Securities surrendered. The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance shall be entitled to the Holders thereof rely on the relevant record date, as shown last instruction delivered by the records Holder pursuant to this Section 3.01 unless a new instruction is delivered 15 days prior to a payment date. The Issuer will indemnify and hold each of the register of such Holders. Following an increase in Trustee and any paying agent harmless against any loss, liability or expense (including attorneys' fees and expenses) resulting from any act or omission to act on the principal amount part of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on Issuer or any such increased principal amount Holder in connection with any such agreement or from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made making any payment in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of any such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeagreement.

Appears in 3 contracts

Samples: Indenture (Comcast Mo Group Inc), Comcast Mo Group Inc, Mediaone Group Inc

Payment of Principal and Interest. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by On each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) through and including the Maturity Date (as defined below), Buyer shall make quarterly payments of principal and interest based on the Applicable Interest Rate. For the quarterly payments payable on each Payment Date during the calendar year in accordance with which the procedures Closing Date occurs, the amount of each quarterly payment of principal and interest will be calculated as a fully-amortized loan to be paid over twenty-eight (28) quarters (the “Pay-out Period”). For the quarterly payments payable on each Payment Date during each subsequent calendar year, the quarterly equal payments of principal and interest for each such year shall be recalculated annually on January 1s of each calendar year to be the amount that would be sufficient to repay in full the unpaid principal amount owed as of the last day of the previous calendar year through the remaining term of this Note, plus interest at the Applicable Interest Rate, in equal quarterly payments. For all years after the year in which the Closing Date occurs, the annual process of recalculating the amount of principal and interest paid will occur as set forth below or above and continue until all outstanding principal, accrued and unpaid interest and costs and expenses due Seller under this Promissory Note are paid in full. In any lawful manner not inconsistent with event, on the requirements Maturity Date, the loan evidenced herein shall mature and all outstanding principal, accrued and unpaid interest and costs and expenses due Seller under this Promissory Note shall be due and payable to Seller. Interest shall be computed on the basis of a 360 day year for the actual number of days elapsed in the period. Buyer may prepay the amounts due hereunder at any stock exchange on time without penalty. Payments will be credited first to costs of collection and other charges for which the Notes may be listedBuyer is responsible pursuant to this Promissory Note, and upon such notice as may be required by such exchangethe remainder to the outstanding principal due under this Promissory Note.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (NV5 Holdings, Inc.)

Payment of Principal and Interest. Payments The principal of the 2013 Senior Notes shall be due at Stated Maturity. The unpaid principal amount of the 2013 Senior Notes shall bear interest and at the rate of 5.00% per year until paid or duly provided for. Interest shall be paid semi-annually in arrears on each Interest Payment Date, commencing May 24, 2004, to the Person in whose name the 2013 Senior Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest payable at the Stated Maturity of principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable paid to the Person to whom principal shall is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the holders on such Regular Record Date and (b) may be paid as provided in Section 2.03 of the first payment Original Indenture. Payments of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding 2013 Senior Notes will include interest accrued to but excluding the respective Interest Payment Date Dates. Interest payments for the 2013 Senior Notes shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on the 2013 Senior Notes is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest due at the Stated Maturity of the 2013 Senior Notes shall be made upon surrender of the 2013 Senior Notes at the Corporate Trust Office of the Trustee. The principal of and interest on the 2013 Senior Notes shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest (including interest on any Interest Payment Date following Date) will be made, subject to such surrender where applicable, at the next succeeding Regular Record Date for such Note option of the Holder. For any Certificated NoteCompany, a Holder (i) by check mailed to the address of U.S.$1,000,000 the Person entitled thereto as such address shall appear in the Security Register or more in aggregate principal amount of Notes may request payment (ii) by wire transfer but only if appropriate payment instructions have been received at such place and to such account at a banking institution in the United States as may be designated in writing by any Paying Agent with respect to such Note not less than fifteen calendar the Trustee at least 15 days prior to the applicable date for payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangePerson entitled thereto.

Appears in 2 contracts

Samples: Supplemental Indenture (Metlife Inc), Supplemental Indenture (Metlife Inc)

Payment of Principal and Interest. Payments of interest General. Interest (and principal will principal, if any, payable other than at Stated Maturity or upon acceleration or redemption) shall be made payable in immediately available funds to the Holder at the address of such Holder appearing on the Register (as defined Person in this Indenture) whose name a Note is registered at the close of business on the 15th calendar day (whether Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Securities upon any transfer or not a Business Day) exchange thereof subsequent to such Regular Record Date and prior to any due date for the payment on such Note (the “Regular Record Interest Payment Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, provided that (a) interest payable on any date of at Stated Maturity or upon acceleration or redemption shall be payable to the Person to whom principal will be payable; and provided further, that if and to the extent IRSA PC 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 payable and paid to the Person in whose names such Securities are registered at the end of a subsequent record date established by IRSA PC by notice given by or on behalf of IRSA PC to the Holders of the Securities not less than fifteen (b15) days preceding such special record date, such record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. Unless otherwise specified in the applicable Pricing Supplement, the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for to the registered owner at the close of business on such Note of next succeeding Regular Record Date. Unless otherwise specified in the Holder. For any Certificated Noteapplicable Pricing Supplement, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent the “Regular Record Date” with respect to such Note not less than fifteen any Security will be the date 15 calendar days prior to the applicable payment date. In the event that payment each Interest Payment Date, whether or not such date is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notesa Business Day. Payment of the principal, principal of and any premium, if anyinterest, Additional Amounts and interest due with other amounts on or in respect to of any Certificated Note on any date of at Stated Maturity will or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds to the person in whose name such note is registered upon surrender of such Note at the Corporate Trust Office or at the specified office of any other Paying Agent with respect to that Note and accompanied by wire transfer instructionsAgent; provided that the Certificated Note is presented to such the Paying Agent in time for such the Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay Payments of the principal of and any administrative costs imposed by banks in connection with making payments by wire transferpremium, but any taxinterest, assessment Additional Amounts and other amounts on or governmental charge imposed upon payments will be borne by the Holders in respect of which Securities to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for such payments are to the address of the Person entitled thereto as it appears in the Register; provided that (a) DTC and the Common Depositary, as Holder of the Global Securities, shall be entitled to receive payments of interest by wire transfer of immediately available funds, (b) a Holder of at least US$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 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 United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due and (c) to the extent that the Holder of a Note issued and denominated in a Specified Currency other than U.S. dollars elects to receive payment of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of such Note at Stated Maturity or upon redemption in such Specified Currency, such payment, except in circumstances described in the applicable Pricing Supplement, 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. Payments of interest on any Fixed Rate Note or Floating Rate Note with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date; provided, that, unless otherwise provided herein. Notwithstanding anything to specified in the contrary in this Article 2applicable Pricing Supplement, if the Interest Reset Dates with respect to any Floating Rate Note are daily or weekly, interest payable on such Note on any Interest Payment Date, other than interest payable on the date on which principal on any such Note is payable, will include interest accrued to but excluding the day following the next preceding Regular Record Date. With respect to a Global Floating Rate Note, accrued interest from the date of issue or from the last date to which interest has been paid is calculated by multiplying the principal or face amount of such Floating Rate Note deposited with a custodian forby an accrued interest factor. Such accrued interest factor is computed by adding the interest factor calculated for each day from the date of issue, and registered or from the last date to which interest has been paid, to but excluding the date for which accrued interest is being calculated. Unless otherwise specified in the name applicable Pricing Supplement, the interest factor (expressed as a decimal) for each such day is computed by dividing the interest rate (expressed as a decimal) applicable to such date by 360, in the case of LIBOR Notes, or by the actual number of days in the year, in the case of Treasury Rate Notes. Unless otherwise specified in the applicable Pricing Supplement, interest on Fixed Rate Notes will be calculated on the basis of a nominee of360-day year consisting of twelve (12) months of thirty (30) days each and, The Depository Trust Company in the case of an incomplete month, the number of days elapsed. Unless otherwise specified in the applicable Pricing Supplement, if any Interest Payment Date (“DTC”other than the Stated Maturity) for any Floating Rate Note would otherwise be a day that is not a Business Day in the relevant locations specified in the Pricing Supplement and the place of payment, such Interest Payment Date shall be the next Business Day succeeding such Business Day (except that, in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the next Business Day preceding such Business Day). If the Stated Maturity for any Fixed Rate Note or Floating Rate Note or the Interest Payment Date for any Fixed Rate Note falls on a day which is not a Business Day in the relevant locations specified in the Pricing Supplement and the place of payment, payment of principal (and premium, if any) and interest payments on the with respect to such Note will be made to DTC, as on the Registered Holder next succeeding Business Day in the place of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance payment with the provisions of this Indenture same force and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee effect as if made on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) due date and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear no interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form payment will be dated as of the applicable Interest Payment Date and will bear interest accrue from and after such due date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.

Appears in 2 contracts

Samples: Indenture (Irsa Investments & Representations Inc), Indenture (Irsa Propiedades Comerciales S.A.)

Payment of Principal and Interest. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity Redemption Date shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity Redemption Date will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity the Redemption Date on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.

Appears in 2 contracts

Samples: oec-ri.odebrecht.com, Supplemental Indenture

Payment of Principal and Interest. Payments (a) The Company covenants and agrees for the benefit of the Holders of the Notes that it will duly and punctually pay or cause to be paid the principal of and interest on each of the Notes (including Additional Amounts), and principal any other payments to be made by the Company under the Notes and this Indenture, at the place or places, at the respective times and in the manner provided in such Notes and this Indenture. Interest (and principal, if any, payable other than at the final maturity or upon acceleration or redemption) will be made payable in immediately available funds to the Holder at the address of such Holder appearing on the Register (as defined Person in this Indenture) whose name a Note is registered at the close of business on the 15th calendar day (whether Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Notes upon any transfer or not a Business Day) exchange thereof subsequent to such Regular Record Date and prior to any due date for the payment on such Note (the “Regular Record Interest Payment Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder ; provided that interest payable at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall final maturity or upon acceleration or redemption will be payable to the Person to whom principal shall will be payable payable; provided, further, that if and (b) to the first extent the Company defaults in the payment of the interest due on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall Date, such defaulted interest will be made paid to the Person in whose names such Notes are registered at the close of business of a subsequent record date established by the Company by notice given by mail by or on the Interest Payment Date following the next succeeding Regular Record Date for such Note behalf of the Holder. For any Certificated Note, a Holder Company to the Holders of U.S.$1,000,000 or more in aggregate principal amount of the Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar (15) days prior to the applicable payment preceding such subsequent record date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall record date to be deemed to constitute full and complete not less than fifteen (15) days preceding the date of payment in respect of such principal, premium and/or interest defaulted interest. Interest will be computed on the Notesbasis of a 360-day year comprised of twelve 30-day months. Payment of the principal, principal of and any premium, if anyinterest, Additional Amounts and interest due with other amounts on or in respect to of any Certificated registered Note on any date of Maturity at the final maturity or upon redemption or acceleration will be made in immediately available funds to the Person in whose name such Note is registered upon surrender of such Note at the Corporate Trust Office of the Trustee in the Borough of Manhattan, New York City, or at the specified office of any other Paying Agent with respect to that Note and accompanied by wire transfer instructionsAgent; provided that the Certificated registered Note is presented to such the Paying Agent in time for such the Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay Payments of the principal of and any administrative costs imposed by banks in connection with making payments by wire transferpremium, but any taxinterest, assessment Additional Amounts and other amounts on or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are registered Notes to be made unless otherwise provided herein. Notwithstanding anything to other than at the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note final maturity or upon redemption will be made by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) DTC, as holder of the Registered Global Notes, shall be entitled to receive payments of interest by wire transfer of immediately available funds and (b) a Holder of the Note U.S.$1,000,000 in accordance with DTC’s applicable procedures. aggregate principal or face amount of Notes shall be issued 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 certificated form the United States as may have been appropriately designated by such person to the Trustee in exchange for a Global Note only if writing no later than fifteen (i15) DTC notifies days prior to the Issuer that it date such payment is unwilling or unable to continue as depositary for due. Unless such Global Notedesignation is revoked, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed any such designation made by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing such Holder with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided shall remain in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) effect with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest any future payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to such Notes represented by Certificated Notespayable to such Holder. If any principal payment date, by issuing additional Certificated the final maturity or any interest payment date for the Notes (“PIK Notes”) in certificated form falls on a day which is not a Business Day, payment of principal of and any premium, interest and Additional Amounts, with respect to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof be made on the relevant record date, next succeeding Business Day with the same force and effect as shown by if made on the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear due date and no interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form payment will be dated as of the applicable Interest Payment Date and will bear interest accrue from and after such due date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.

Appears in 2 contracts

Samples: Indenture (Raghsa S.A.), Indenture (Raghsa S.A.)

Payment of Principal and Interest. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) Each Class of Notes shall accrue interest payable on any date of Maturity at the Note Interest Rate as set forth in the Transfer and Servicing Agreement, and such interest shall be payable on each Payment Date, subject to the Person to whom principal Section 3.01. Interest shall be payable and (b) computed on each Class of Notes on the first payment basis of interest on any Note originally issued between a Regular Record Date for such Note 360-day year and the succeeding Interest Payment Date actual number of days elapsed in each Accrual Period. With respect to each outstanding Class of Notes, the Indenture Trustee shall be made determine LIBOR for each applicable Accrual Period on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated NoteLIBOR Determination Date, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture the Transfer and Servicing Agreement. All interest payments on each Class of Notes shall be made to the Noteholders of each such Class entitled thereto in the order of priority as set forth in Section 6.02 of the Transfer and Servicing Agreement. Any installment of interest or principal payable on any Note shall be paid on the applicable procedures Payment Date to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date or, upon written request made to the Paying Agent with a copy to the Indenture Trustee, if the Indentured Trustee is not the Paying Agent, at least five Business Days prior to the related Record Date, by the Holder of DTC. PIK Interest will be payable (x) a Note having an initial Note Principal Amount of not less than $2,500,000 by wire transfer in immediately available funds to an account specified in the request and at the expense of such Noteholder, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes represented by one or more Global Notes registered on the Record Date in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by an amount equal wire transfer in immediately available funds to the amount of the PIK Payment account designated by such nominee, except for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased final installment of principal amount) and (y) payable with respect to such Note on a Payment Date or on the applicable Maturity Date for such Class of Notes (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 Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver any such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will checks returned undelivered shall be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made held in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 3.03.

Appears in 2 contracts

Samples: Indenture (Homebanc Corp), Indenture (HMB Acceptance Corp.)

Payment of Principal and Interest. The Notes shall bear interest at the per annum rate of 6.25%. Interest shall be paid monthly in arrears on each Interest Payment Date commencing on April 1, 2008. Payments of interest on the Notes will include interest accrued from, and principal including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for (or from, and including, the Original Issue Date if no interest has been paid or duly provided for) to, but excluding, the applicable Interest Payment Date or date of earlier redemption, as the case may be. Interest payments for the Notes shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will be made paid to the Holder at Holder(s) of the address Notes as of the Regular Record Date for such Holder appearing Interest Payment Date. Any such interest that is not so punctually paid or duly provided for on any Interest Payment Date will forthwith cease to be payable to the Register (Holders of the Notes as defined of the close of business on such Regular Record Date and may either be paid to the Person or Persons in this Indenture) whose name such Notes are registered at the close of business on a Special Record Date for the 15th calendar payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Notes by the Trustee not less than fifteen (15) days prior to such Special Record Date, or be paid at any time in any other lawful manner, all as more fully provided in the Base Indenture. Payment of the principal of, and any interest (other than interest due on an Interest Payment Date) on, the Notes due on the Maturity Date or date of earlier redemption, as the case may be, shall be made in immediately available funds, upon presentation and surrender of the applicable Notes at the office or agency maintained by the Company for that purpose in the Borough of Manhattan, The City of New York, currently the office of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, or at such other paying agency in the Borough of Manhattan, The City of New York, as the Company may determine. Payment of interest due on any Interest Payment Date will be made by wire transfer to the Holders entitled thereto of immediately available funds at such place and to such account at a banking institution in the United States as may be designated in wire transfer instructions received in writing by the Trustee at least sixteen (16) days prior to such Interest Payment Date or, if not so received, by check mailed to the address of the applicable Holders in the Security Register. Any such wire transfer instructions received by the Trustee shall remain in effect until revoked by such Holder. Any payments on the Notes will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. In the event that any Interest Payment Date or the Maturity Date or date of earlier redemption falls on a day (whether or that is not a Business Day) prior to any due date for , the required payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) principal and/or interest payable on any such date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for Business Day with the same force and effect as if made on the date such Note of the Holder. For any Certificated Notepayment was due, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent and no interest shall accrue with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest period from and after such date. Excess Cash Payments made to Holders shall applyInterest Payment Date or the Maturity Date or date of earlier redemption, on a dollar-for-dollar basisas the case may be, to reduce the outstanding principal amount date of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature such payment on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangenext succeeding Business Day.

Appears in 2 contracts

Samples: Supplemental Indenture (Vectren Utility Holdings Inc), Sixth Supplemental Indenture (Vectren Utility Holdings Inc)

Payment of Principal and Interest. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) Each Class of Notes shall accrue interest payable on any date of Maturity at the Interest Rate as set forth in the Transfer and Servicing Agreement, and such interest shall be payable on each Payment Date, subject to the Person to whom principal Section 3.01. Interest shall be payable and (b) computed on each Class of LIBOR Notes on the first payment basis of interest on any Note originally issued between a Regular Record Date for such Note 360-day year and the succeeding actual number of days elapsed in each Accrual Period. Interest Payment Date shall be made computed on each Class of Notes (other than any Class of LIBOR Notes) on the Interest Payment Date following the next succeeding Regular Record Date for such Note basis of the Holdera 360-day year consisting of twelve 30-day months. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with With respect to such Note not less than fifteen calendar days prior to each outstanding Class of LIBOR Notes, the Trust Administrator shall determine LIBOR for each applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest Accrual Period on the Notes. Payment of the principalsecond London Business Day prior thereto, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture the Transfer and Servicing Agreement. All interest payments on each Class of Notes shall be made in the order provided for in Section 6.02 of the Transfer and Servicing Agreement . Any installment of interest or principal payable on any Note shall be paid on the applicable Payment Date to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date or, upon written request made to the Note Registrar and the applicable procedures Paying Agent at least five Business Days prior to the related Record Date, by the Holder of DTC. PIK Interest will be payable (x) a Note having an initial Note Principal Amount of not less than $2,500,000 by wire transfer in immediately available funds to an account specified in the request and at the expense of such Noteholder, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes represented by one or more Global Notes registered on the Record Date in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by an amount equal wire transfer in immediately available funds to the amount of the PIK Payment account designated by such nominee, except for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased final installment of principal amount) and (y) payable with respect to such Note on a Payment Date or on the applicable Maturity Date for such Class of Notes (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 Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver any such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will checks returned undelivered shall be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made held in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 3.03.

Appears in 2 contracts

Samples: Indenture (Fieldstone Mortgage Investment Trust, Series 2004-5), Indenture (Fieldstone Mortgage Investment Trust, Series 2004-3)

Payment of Principal and Interest. Payments The principal of the 2011 Senior Notes shall be due at Stated Maturity. The unpaid principal amount of the 2011 Senior Notes shall bear interest and at the rate of 6.125% per year until paid or duly provided for. Interest shall be paid semi-annually in arrears on each Interest Payment Date, commencing June 1, 2002, to the Person in whose name the 2011 Senior Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest payable at the Stated Maturity of principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable paid to the Person to whom principal shall is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the holders on such Regular Record Date and (b) may be paid as provided in Section 4.01 of the first payment Original Indenture. Payments of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding 2011 Senior Notes will include interest accrued to but excluding the respective Interest Payment Date Dates. Interest payments for the 2011 Senior Notes shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on the 2011 Senior Notes is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day that is a Business Day, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest due at the Stated Maturity of the 2011 Senior Notes shall be made upon surrender of the 2011 Senior Notes at the Corporate Trust Office of the Trustee. The principal of and interest on the 2011 Senior Notes shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest (including interest on any Interest Payment Date following Date) will be made, subject to such surrender where applicable, at the next succeeding Regular Record Date for such Note option of the Holder. For any Certificated NoteCompany, a Holder (i) by check mailed to the address of U.S.$1,000,000 the Person entitled thereto as such address shall appear in the Security Register or more in aggregate principal amount of Notes may request payment (ii) by wire transfer but only if appropriate payment instructions have been received at such place and to such account at a banking institution in the United States as may be designated in writing by any Paying Agent with respect to such Note not less than fifteen calendar the Trustee at least 15 days prior to the applicable date for payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangePerson entitled thereto.

Appears in 2 contracts

Samples: Metlife Inc, Metlife Inc

Payment of Principal and Interest. Payments of interest and principal will be made Unless accelerated pursuant to the Holder at terms of this Note, the address unpaid balance of such Holder appearing this Note, together with all then unpaid interest accrued on the Register unpaid principal balance, shall be due and payable on demand (as defined the "Maturity Date"), PROVIDED, HOWEVER, that Borrower shall use its best efforts to pay the Loan in full on or before December 31, 1999. No amount paid under this Indenture) at the close of business Note may be reborrowed. All interest due hereunder shall be computed on the 15th calendar day (whether or not basis of a Business Day) prior year of 365 days for the actual number of days elapsed. Except as provided in the immediately following paragraph, all payments received by Lender under this Note shall be credited first to any due date charges or other expenses for the which Lender is entitled to payment on such Note (the “Regular Record Date”)hereunder, (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds next to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment dateaccrued but unpaid interest, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check third to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such unpaid principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary set forth in this Article 2Note, if at any time until payment in full of all amounts due Lender hereunder, the rate of interest payable by Borrower pursuant to this Note is (the "Stated Rate") exceeds the amount payable under the highest rate of interest permissible under any law which a Global Note deposited with court of competent jurisdiction shall, in a custodian forfinal determination, and registered in deem applicable hereto (the name of a nominee of, The Depository Trust Company (“DTC”"Maximum Lawful Rate"), principal then in such event and interest payments on the Note will be made to DTC, so long as the Registered Holder Maximum Lawful Rate would be so exceeded, the rate of the Note in accordance with DTC’s applicable procedures. Notes interest payable hereunder shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount payable under the Maximum Lawful Rate; PROVIDED, HOWEVER, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Lender hereunder is equal to the total interest which Lender would have received had the Stated Rate been (but for the operation of this paragraph) the interest rate payable since the date hereof. Thereafter, the interest rate payable hereunder shall be the Stated Rate unless and until the Stated Rate again exceeds the Maximum Lawful Rate, in which event this paragraph shall again apply. In no event shall the total interest payable by Borrower hereunder exceed the amount payable under the Maximum Lawful Rate. In the event that a court of competent jurisdiction shall make a final determination that Lender has received interest hereunder in excess of the PIK Payment for amount payable under the applicable Interest Period (rounded up Maximum Lawful Rate, Lender shall, to the nearest whole Dollarextent permitted by applicable law, promptly apply such excess in the following order: (i) then due and payable fees and expenses; (it being understood that subsequent ii) then due and payable interest payments; (iii) then due and payable principal payments on the Notes shall be calculated based on such increased principal amountLoan; (iv) then to any other unpaid obligations of Borrower to Lender under this Note; and (yv) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes thereafter as a result refund to Borrower or as a court of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes competent jurisdiction may be listed, and upon such notice as may be required by such exchangeotherwise order.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Zstar Enterprises Inc), Stock Purchase Agreement (Zstar Enterprises Inc)

Payment of Principal and Interest. Payments The principal of the Series 2017A Notes shall be due at Stated Maturity (unless earlier redeemed). The unpaid principal amount of the Series 2017A Notes shall bear interest and principal will at the rates set quarterly pursuant to Section 104 hereof until paid or duly provided for. Interest shall be made paid quarterly in arrears on each Interest Payment Date to the Holder at Person in whose name the address of such Holder appearing on the Register (as defined in this Indenture) Series 2017A Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date for such Interest Payment Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder provided that interest payable at the address of such Holder; provided, however, that (a) interest payable Stated Maturity or on any date of Maturity shall a Redemption Date as provided herein will be payable paid to the Person to whom principal shall is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable and (b) to the first payment of interest Holders on any Note originally issued between a such Regular Record Date for such Note and may either be paid to the succeeding Interest Payment Date shall be made Person or Persons in whose name the Series 2017A Notes are registered at the close of business on the Interest Payment Date following the next succeeding Regular a Special Record Date for the payment of such Note defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Series 2017A Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar ten (10) days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteSpecial Record Date, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the Series 2017A Notes may shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture. Payments of interest on the Series 2017A Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Series 2017A Notes shall be computed and paid on the basis of the actual number of days elapsed over a 360-day year. Payment of the principal and interest due at the Stated Maturity or earlier redemption of the Series 2017A Notes shall be made upon surrender of the Series 2017A Notes at the Corporate Trust Office of the Trustee. The principal of and interest on the Series 2017A Notes shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer or other electronic transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto.

Appears in 2 contracts

Samples: Nineteenth Supplemental Indenture (Mississippi Power Co), Mississippi Power Co

Payment of Principal and Interest. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) The Notes shall accrue interest payable on any date of Maturity at the applicable Note Interest Rate as set forth in the Transfer and Servicing Agreement, and such interest shall be payable on each Payment Date, subject to Section 3.01. Interest shall be computed on the Notes on the basis of a 360-day year and the actual number of days elapsed in each Accrual Period. With respect to the Person to whom principal Notes, the Indenture Trustee shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date determine LIBOR for such Note and the succeeding Interest Payment Date shall be made each applicable Accrual Period on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Notesecond London Business Day prior thereto, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture the Transfer and the applicable procedures Servicing Agreement. All interest payments on each Class of DTC. PIK Interest will Notes shall be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal made pro rata to the amount Noteholders entitled thereto. Any installment of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments or principal payable on the Notes shall be calculated based paid on the applicable Payment Date to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such increased principal amount) Record Date or, upon written request made to the Indenture Trustee at least five Business Days prior to the related Record Date, by the Holder of any Note, by wire transfer in immediately available funds to an account specified in the request and (y) at the expense of such Noteholder, except that, unless Definitive Notes have been issued pursuant to Section 2.10, 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.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee, 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 the Notes (and except for the Optional Redemption Price if the Notes are called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver any such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will checks returned undelivered shall be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made held in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 3.03.

Appears in 2 contracts

Samples: Transfer and Servicing Agreement (Greenpoint Mortgage Funding Trust 2006-He1), Indenture (Lehman ABS Corp. Home Equity Loan Trust 2005-1)

Payment of Principal and Interest. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) The Notes shall accrue interest payable on any date of Maturity at the applicable Note Rate as set forth in the Sale and Servicing Agreement, and such interest shall be payable on each Payment Date, subject to Section 3.01. Interest shall be computed on the Notes on the basis of a 360-day year and the actual number of days elapsed in each Accrual Period. With respect to the Person to whom principal Notes, the Indenture Trustee shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date determine LIBOR for such Note and the succeeding Interest Payment Date shall be made each applicable Accrual Period on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Notesecond LIBOR Business Day prior thereto, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture the Sale and the applicable procedures Servicing Agreement. All interest payments on each Class of DTC. PIK Interest will Notes shall be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal made PRO RATA to the amount Noteholders of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent such Class entitled thereto. Any installment of interest payments or principal payable on the Notes shall be calculated based paid on the applicable Payment Date to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person's address as it appears on the Note Register on such increased principal amount) Record Date or, upon written request made to the Indenture Trustee at least five Business Days prior to the related Record Date, by the Holder of any Note by wire transfer in immediately available funds to an account specified in the request and (y) at the expense of such Noteholder, except that, unless Definitive Notes have been issued pursuant to Section 2.10, 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.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee, except for the final installment of principal payable with respect to such Note on a Payment Date, on the applicable Final Stated Maturity Date for the Notes or on the Optional Redemption Date if the Notes are called for redemption pursuant to Section 10.01, which shall be payable as provided below. The funds represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver any such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will checks returned undelivered shall be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made held in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 3.03.

Appears in 2 contracts

Samples: Indenture (Financial Asset Securities Corp), Indenture (Greenpoint Mortgage Funding Trust 2005-He1)

Payment of Principal and Interest. Payments The principal of the 2006 Senior Notes shall be due at Stated Maturity. The unpaid principal amount of the 2006 Senior Notes shall bear interest and at the rate of 5.25% per year until paid or duly provided for. Interest shall be paid semi-annually in arrears on each Interest Payment Date, commencing June 1, 2002, to the Person in whose name the 2006 Senior Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest payable at the Stated Maturity of principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable paid to the Person to whom principal shall is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the holders on such Regular Record Date and (b) may be paid as provided in Section 4.01 of the first payment Original Indenture. Payments of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding 2006 Senior Notes will include interest accrued to but excluding the respective Interest Payment Date Dates. Interest payments for the 2006 Senior Notes shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on the 2006 Senior Notes is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day that is a Business Day, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest due at the Stated Maturity of the 2006 Senior Notes shall be made upon surrender of the 2006 Senior Notes at the Corporate Trust Office of the Trustee. The principal of and interest on the 2006 Senior Notes shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest (including interest on any Interest Payment Date following Date) will be made, subject to such surrender where applicable, at the next succeeding Regular Record Date for such Note option of the Holder. For any Certificated NoteCompany, a Holder (i) by check mailed to the address of U.S.$1,000,000 the Person entitled thereto as such address shall appear in the Security Register or more in aggregate principal amount of Notes may request payment (ii) by wire transfer but only if appropriate payment instructions have been received at such place and to such account at a banking institution in the United States as may be designated in writing by any Paying Agent with respect to such Note not less than fifteen calendar the Trustee at least 15 days prior to the applicable date for payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangePerson entitled thereto.

Appears in 2 contracts

Samples: Supplemental Indenture (Metlife Inc), Supplemental Indenture (Metlife Inc)

Payment of Principal and Interest. Payments The Issuer covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay or cause to be paid the principal of, and interest and principal will be made to on, each of the Holder Securities of such series at the address of such Holder appearing on the Register (as defined in this Indenture) place or places, at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) respective times and in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) manner provided in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment Securities. Each installment of interest on the Securities of any Note originally issued between a Regular Record Date series may be paid by mailing checks for such Note and interest payable to or upon the succeeding Interest Payment Date written order of the holders of Securities entitled thereto as they shall be made appear on the Interest Payment Date following the next succeeding Regular Record Date for such Note registry books of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided hereinIssuer. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the any provisions of this Indenture and the applicable procedures Securities of DTC. PIK Interest any series to the contrary, if the Issuer and a Holder of any Registered Security so agree or if expressly provided pursuant to Section 2.03, payments of interest on, and any portion of the Principal of, such Holder’s Registered Security (other than interest payable at maturity or on any redemption or repayment date or the final payment of Principal on such Security) shall be made by the paying agent, upon receipt from the Issuer of immediately available funds by 11:00 a.m., New York City time (or such other time as may be agreed to between the Issuer and the paying agent) or the Issuer, directly to the Holder of such Security (by wire transfer of Federal funds or immediately available funds or otherwise) if the Holder has delivered written instructions to the Trustee 15 days prior to such payment date requesting that such payment will be payable (x) with respect so made and designating the bank account to Notes represented by one or more Global Notes registered which such payments shall be so made and, in the name ofcase of payments of Principal, surrenders the same to the Trustee in exchange for a Security or held by, DTC or its nominee on Securities aggregating the relevant record date, by increasing same principal amount as the unredeemed principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar)Securities surrendered. The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance shall be entitled to the Holders thereof rely on the relevant record date, as shown last instruction delivered by the records Holder pursuant to this Section 3.01 unless a new instruction is delivered 15 days prior to a payment date. The Issuer will indemnify and hold each of the register of such Holders. Following an increase in Trustee and any paying agent harmless against any loss, liability or expense (including attorneys’ fees and expenses) resulting from any act or omission to act on the principal amount part of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on Issuer or any such increased principal amount Holder in connection with any such agreement or from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made making any payment in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of any such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeagreement.

Appears in 2 contracts

Samples: Indenture (Comcast Cable Communications Inc), Comcast Corp

Payment of Principal and Interest. Payments The unpaid principal amount of the Securities shall bear interest at a variable rate per annum, reset quarterly, equal to LIBOR plus 1.48% until paid or duly provided for, such interest to accrue from the Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, and any overdue principal, premium or Additional Tax Sums and any overdue installment of interest and principal will be made shall bear Additional Interest (to the Holder at the address extent payment of such Holder appearing interest would be legally enforceable) at a variable rate per annum, reset quarterly, equal to LIBOR plus 1.48% from the dates such amounts are due until they are paid or funds for the payment thereof are made available for payment. Interest and Additional Interest on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Register Person in whose name that Security (as defined in this Indentureor one or more Predecessor Securities) is registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”)Date for such interest, (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, except that interest and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest any Additional Interest payable on the Stated Maturity (or any date of Maturity principal repayment upon early maturity) of the principal of a Security or on a Redemption Date shall be payable paid to the Person to whom principal shall be payable and (b) the first is paid. The initial payment of interest on any Note originally Security that is issued between a Regular Record Date for such Note and the succeeding related Interest Payment Date shall be made payable as provided in such Security. Any interest on the any Security that is due and payable, but is not timely paid or duly provided for, on any Interest Payment Date following for Securities (herein called “Defaulted Interest”) shall forthwith cease to be payable to the next succeeding registered Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in paragraph (i) or (ii) below: The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities (or their respective Predecessor Securities) are registered at the close of business on a special record date for the payment of such Note of Defaulted Interest (a “Special Record Date”), which shall be fixed in the Holderfollowing manner. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar At least thirty (30) days prior to the applicable payment date. In the event that payment is so made in accordance with instructions date of the Holderproposed payment, the Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such wire transfer money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest, which shall be not more than fifteen (15) days and not less than ten (10) days prior to the date of the proposed payment and not less than ten (10) days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class, postage prepaid, to each Holder of a Security at the address of such Holder as it appears in the Securities Register not less than ten (10) days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities (or their respective Predecessor Securities) are registered on such Special Record Date; or The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities may be listed traded or quoted and, upon such notice as may be required by such exchange or automated quotation system (or by the Trustee if the Securities are not listed), if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such payment shall be deemed to constitute full and complete payment practicable by the Trustee. Payments of such principal, premium and/or interest on the NotesSecurities shall include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Securities shall be computed and paid on the basis of a 360-day year and the actual number of days elapsed in the relevant interest period. The amount of interest payable for any full interest period shall be computed by dividing the applicable rate per annum by four. Payment of principal of, premium, if any, and interest on the Securities shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of principal, premium, if any, and interest due with respect to any Certificated Note on any date at the Maturity of Maturity will such Securities shall be made in immediately available funds at the Place of Payment upon surrender of such Note at Securities to the specified office of any Paying Agent with respect and payments of interest shall be made subject to that Note and accompanied such surrender where applicable, by wire transfer instructions; provided that the Certificated Note is presented at such place and to such account at a banking institution in the United States as may be designated in writing to the Paying Agent in time at least ten (10) Business Days prior to the date for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne payment by the Holders in respect of which such payments are made Person entitled thereto unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is proper written transfer instructions have not appointed been received by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, in which case such payments shall be made by increasing check mailed to the address of such Person as such address shall appear in the Security Register. Notwithstanding the foregoing, so long as the holder of the Security is the Property Trustee, the payment of the principal amount of the outstanding Global Note by an amount equal to the amount (and premium if any) and interest (including any overdue installment of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollarinterest and Additional Tax Sums, if any) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form Security will be dated as of the applicable Interest Payment Date made at such place and will bear interest from and after to such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice account as may be required designated by the Property Trustee. Subject to the foregoing provisions of this Section 3.1, each Security delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such exchangeother Security.

Appears in 1 contract

Samples: Vision Bancshares Inc

Payment of Principal and Interest. Payments The principal of the Series 2014B Notes shall be due at Stated Maturity (unless earlier redeemed). The unpaid principal amount of the Series 2014B Notes shall bear interest and principal will at the rate of 2.15% per annum until paid or duly provided for. Interest shall be made paid semiannually in arrears on each Interest Payment Date to the Holder at Person in whose name the address of such Holder appearing on the Register (as defined in this Indenture) Series 2014B Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date for such Interest Payment Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder provided that interest payable at the address of such Holder; provided, however, that (a) interest payable Stated Maturity or on any date of Maturity shall a Redemption Date as provided herein will be payable paid to the Person to whom principal shall is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable and (b) to the first payment of interest Holders on any Note originally issued between a such Regular Record Date for such Note and may either be paid to the succeeding Interest Payment Date shall be made Person or Persons in whose name the Series 2014B Notes are registered at the close of business on the Interest Payment Date following the next succeeding Regular a Special Record Date for the payment of such Note defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Series 2014B Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar ten (10) days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteSpecial Record Date, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the Series 2014B Notes may shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture. Payments of interest on the Series 2014B Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Series 2014B Notes shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on the Series 2014B Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest due at the Stated Maturity or earlier redemption of the Series 2014B Notes shall be made upon surrender of the Series 2014B Notes at the Corporate Trust Office of the Trustee. The principal of and interest on the Series 2014B Notes shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer or other electronic transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto.

Appears in 1 contract

Samples: Southern Co

Payment of Principal and Interest. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) Each Class of Notes shall accrue interest payable on any date of Maturity at the applicable Note Interest Rate as set forth in the Sale and Servicing Agreement, and such interest shall be payable on each Payment Date, subject to the Person to whom principal Section 3.01. Interest shall be payable and (b) computed on each Class of Notes on the first payment basis of interest on any Note originally issued between a Regular Record Date for such Note 360-day year and the succeeding Interest Payment Date actual number of days elapsed in each Accrual Period. With respect to each outstanding Class of Notes, the Trust Administrator shall be made determine LIBOR for each applicable Accrual Period on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Notesecond LIBOR Business Day prior thereto, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture the Sale and Servicing Agreement. All interest payments on each Class of Notes shall be made in the order provided for in Section [6.02] of the Sale and Servicing Agreement. Any installment of interest or principal payable on any Note shall be paid on the applicable Payment Date to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date or, upon written request made to the Note Registrar and the applicable procedures Paying Agent at least [five] Business Days prior to the related Record Date, by the Holder of DTC. PIK Interest will be payable (x) a Note having an initial Note Principal Amount of not less than $[2,500,000] by wire transfer in immediately available funds to an account specified in the request and at the expense of such Noteholder, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes represented by one or more Global Notes registered on the Record Date in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by an amount equal wire transfer in immediately available funds to the amount of the PIK Payment account designated by such nominee, except for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased final installment of principal amount) and (y) payable with respect to such Note on a Payment Date or on the applicable Maturity Date for such Class of Notes (and except for the Termination Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver any such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will checks returned undelivered shall be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made held in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 3.03.

Appears in 1 contract

Samples: Indymac Abs Inc

Payment of Principal and Interest. Payments The principal of the 2019 Notes shall be due at Stated Maturity (unless earlier redeemed). The unpaid principal amount of the 2019 Notes shall bear interest and principal will at the rate of 1.85% per annum until paid or duly provided for. Interest shall be made paid semiannually in arrears on each Interest Payment Date to the Holder at Person in whose name the address of such Holder appearing on the Register (as defined in this Indenture) 2019 Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date for such Interest Payment Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder provided that interest payable at the address of such Holder; provided, however, that (a) interest payable Stated Maturity or on any date of Maturity shall a Redemption Date as provided herein will be payable paid to the Person to whom principal shall is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable and (b) to the first payment of interest Holders on any Note originally issued between a such Regular Record Date for such Note and may either be paid to the succeeding Interest Payment Date shall be made Person or Persons in whose name the 2019 Notes are registered at the close of business on the Interest Payment Date following the next succeeding Regular a Special Record Date for the payment of such Note defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of 2019 Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar ten (10) days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteSpecial Record Date, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the 2019 Notes may shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture. Payments of interest on the 2019 Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the 2019 Notes shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on the 2019 Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest due at the Stated Maturity or earlier redemption of the 2019 Notes shall be made upon surrender of the 2019 Notes at the Corporate Trust Office of the Trustee. The principal of and interest on the 2019 Notes shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer or other electronic transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto.

Appears in 1 contract

Samples: Southern Co

Payment of Principal and Interest. Payments The principal of the Notes shall be due at the Stated Maturity (unless earlier redeemed). The unpaid principal amount of the Notes shall bear interest and at the rate of 6.100% per annum, until paid or duly provided for, such interest to accrue from the Original Issue Date. Interest shall be paid semi-annually in arrears on each Interest Payment Date to the Person in whose name the Notes are registered on the Regular Record Date for such Interest Payment Date; provided that interest payable at the Stated Maturity of principal or on a redemption date as provided herein will be made paid to the Holder at Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the address of Holders on such Holder appearing on Regular Record Date and may either be paid to the Register (as defined Person or Persons in this Indenture) whose name the Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date Special Record Date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that defaulted interest to be fixed by the Trustee (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions Section 3.08 of the HolderBase Indenture), such wire transfer notice whereof shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made given to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount accordance with Section 3.08 of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall Base Indenture, or be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Base Indenture. Payments of interest on the Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Notes shall be computed and paid on the basis of a 360-day year of twelve (12) thirty (30)-day months. In the event that any date on which interest is payable on the Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay), in each case with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest on the Notes shall be made at the office of the Paying Agent in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, with any such payment that is due at the Stated Maturity of any Notes, upon redemption or repurchase being made upon surrender of such Notes to the Paying Agent. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Register or (ii) by wire transfer at such place and to such account at a banking institution in the United States as such place and account may be designated in writing to the Trustee at least sixteen (16) days prior to the next scheduled date for payment by the Person entitled thereto. In the event that any date on which principal and interest is payable on the Notes is not a Business Day, then payment of the principal and interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay), in each case with the same force and effect as if made on the date the payment was originally payable.

Appears in 1 contract

Samples: Supplemental Indenture (Td Synnex Corp)

Payment of Principal and Interest. The principal of the Notes shall be due at Stated Maturity, unless earlier redeemed. The principal amount of the Notes shall bear interest at the rate of 4.950% per annum until paid or duly provided for, such interest to accrue from the Original Issue Date or from the most recent Interest Payment Date on which interest has been paid or duly provided for. Subject to Section 307 of the Original Indenture, interest shall be paid semi-annually in arrears on each Interest Payment Date to the Person or Persons in whose name the Notes are registered on the Regular Record Date for such Interest Payment Date; provided, that interest payable at the Stated Maturity of principal or on a Redemption Date as provided herein shall be paid to the Person to whom principal is payable. The Company shall pay interest on overdue principal and premium, if any, from time to time on demand at the same rate; and it shall pay interest on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at Notes shall include interest accrued to but excluding the close of business respective Interest Payment Dates. Interest payments for the Notes shall be computed and paid on the 15th calendar basis of a 360-day (whether or year of twelve 30-day months. If any date on which interest is payable on the Notes is not a Business Day, then payment of the interest payable on such date shall be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay) prior to any due with the same force and effect as if made on the date for the payment was originally payable. Payment of principal of, premium, if any, and interest on the Notes shall be made in such Note (coin or currency of the “Regular Record Date”)United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of principal of, (i) in premium, if any, and interest on the case of Global Notes, Notes represented by a Paying Agent Global Security shall be made by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment dateDepositary therefor; provided, and (ii) that in the case of Certificated Notespayments of principal and premium, by if any, at maturity or upon redemption, such Global Security is first surrendered to a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on Agent. If any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated NoteNotes are no longer represented by Global Securities, a Holder (i) payments of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date at the Stated Maturity or earlier redemption of Maturity will such Notes shall be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented upon surrender of such Notes to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event payments of Default has occurred and is continuing with respect interest shall be made, at the option of the Company, subject to such Notes and Holders have made a request surrender where applicable, by (A) check mailed to DTC for exchange the address of the Person entitled thereto as such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered address shall appear in the name of, Security Register or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal (B) wire transfer at such place and to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase account at a banking institution in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice United States as may be required designated in writing to the Trustee at least 16 days prior to the date for payment by such exchangethe Person entitled thereto.

Appears in 1 contract

Samples: Third Supplemental Indenture (Enable Midstream Partners, LP)

Payment of Principal and Interest. Payments in federal funds immediately available at the place designated for payment received by Lender prior to 2:00 p.m. local time on a day on which Lender is open for business at said place of payment shall be credited prior to close of business, while other payments, at the option of Lender, may not be credited until immediately available to Lender in federal funds at the place designated for payment prior to 2:00 p.m. local time on the next day on which Lender is open for business. Interest only shall be payable in one hundred twenty (120) consecutive monthly installments in the amounts set forth on Annex 1, beginning on February 11, 2007 (the “First Payment Date”), and continuing on the eleventh (11th) day of each and every calendar month thereafter through and including December 11, 2016 (each, a “Payment Date”). On January 11, 2017 (the “Maturity Date”) (provided that in the event that there is a Defeasance of the Loan pursuant to Section 1.5(d) hereof, the Maturity Date shall automatically be the Lockout Expiration Date), the entire outstanding principal balance hereof, together with all accrued but unpaid interest thereon, shall be due and payable in full. Borrower hereby authorizes Lender to use its automated loan payment service pursuant to which on each Payment Date Borrower shall have its monthly payments of principal will be made (to the Holder at extent applicable) and interest payments together with any other sums then due to Lender automatically drawn by Lender or its servicer in accordance with that certain Auto-Draft Request Form by and between Borrower and Lender executed in connection with the address of such Holder appearing on the Register Loan (as defined in this Indenture) at the close of business Security Instrument (as hereinafter defined)). In the event that, on the 15th calendar any Payment Date, there are insufficient funds in such account for sums due to Lender, then Lender shall be permitted to withdraw sums from such account on any day (whether or not a Business Day) prior thereafter until such time as all payments due to any due date for the payment on Lender have been drawn from such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holderaccount; provided, however, that (a) interest payable on any date of Maturity the foregoing shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 in no event limit or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent otherwise modify Borrower’s obligations to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling and other sums due hereunder or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeother Loan Document.

Appears in 1 contract

Samples: Indemnity Agreement (NNN Apartment REIT, Inc.)

Payment of Principal and Interest. Payments in federal funds immediately available in the place designated for payment received by Lender prior to 3:00 p.m. local time on a day on which Lender is open for business at said place of interest and principal will payment shall be made credited prior to the Holder close of business, while other payments may, at the address option of such Holder appearing on the Register (as defined Lender, not be credited until immediately available to Lender in this Indenture) federal funds at the close place designated for payment prior to 3:00 p.m. local time at said place of business payment on the 15th calendar day (whether or not a Business Day) prior to any . Interest only payments computed at the Note Rate and due in arrears, shall be due and payable beginning on the first day of the second full calendar month following the date for the payment on such of this Note (or on the “Regular Record first day of the first full calendar month following the date hereof, in the event the advance of the principal amount evidenced by this Note is the first day of a calendar month)(the "First Payment Date"), and continuing on the first day of each and every month thereafter through and including December 1, 2016 (i) the "Maturity Date"), at which time the entire outstanding principal balance hereof, together with all accrued but unpaid interest thereon, shall be due and payable in full. The date each month on which payment of interest is due hereunder may be referred to as the case "Payment Date." Lender shall have the right, to be exercised not more than once during the term of Global Notesthe Loan, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior 30 days' written notice to Borrower, to change the Payment Date for each month thereafter to a date other than the first day of each month. The amount of interest due on each Payment Date as so rescheduled shall be the same as the amount of interest that shall have been due on each Payment Date as originally scheduled, except that for the month in which the first rescheduled Payment Date occurs, the payment due also shall include interest for the period from and including the first day of such month to the applicable payment date, and (ii) in first rescheduled Payment Date. If the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made changed in accordance with the provisions of this Indenture and foregoing, then the applicable procedures of DTC. PIK Interest will Maturity Date shall be payable (x) with respect extended to Notes represented by one or more Global Notes registered the day in the name of, or held by, DTC or its nominee on month in which the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Maturity Date in respect of originally was scheduled which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance corresponds with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.

Appears in 1 contract

Samples: Prime Group Realty Trust

Payment of Principal and Interest. Payments of The principal of, premium, if any, and interest and principal on Multi-Currency Notes will be made to payable in the Holder at Specified Currency. Unless otherwise indicated in the address of such Holder appearing on applicable Pricing Supplement, the Register (as defined in this Indenture) at agent appointed by the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note Company (the “Regular Record Date”), (i"EXCHANGE RATE AGENT") in the case will convert all such payments of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated U.S. dollars. However, unless otherwise indicated in the applicable Pricing Supplement, the holder of a Multi-Currency Note may elect to receive such payments in the Specified Currency as described below. Any U.S. dollar amount to be received by a holder of a Multi-Currency Note will be based on any the highest bid quotation in The City of New York received by the Exchange Rate Agent at approximately 11:00 A.M., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of Maturity which may be the Exchange Rate Agent) for the purchase by the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to ail holders of Notes scheduled to receive U.S. dollar payments and at which the applicable dealer commits to execute a contract. If such bid quotations are not available, payments will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal proceduresSpecified Currency. The Issuer will pay any administrative All currency exchange costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect holder of which the Multi-Currency Note by deductions from such payments are made payments. A holder of a Multi-Currency Note may, unless otherwise provided herein. Notwithstanding anything specified in the applicable Pricing Supplement, elect to receive payment of the principal of, premium, if any, and interest on such Multi-Currency Notes in the Specified Currency, by transmitting a written request for such payment by mail, hand delivered, or by cable, telex or other form of facsimile transmission to the contrary principal office of the Trustee (acting as the Company's paying agent in this Article 2The City of New York) on or prior to the Record Date or at least sixteen days prior to Maturity, as the case may be, such election to remain in effect until revoked by written notice to the Trustee received by the Trustee on or prior to the Record Date or at least sixteen days prior to Maturity, as the case may be. A holder of a Multi-Currency Note may elect to receive payment in the Specified Currency for all principal, premium, if the Note is a Global Note deposited with a custodian forany, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments and need not file a separate election for each payment. Interest on Multi-Currency Notes paid in U.S. dollars will be paid in the manner specified in the applicable Pricing Supplement. Unless otherwise specified in the applicable Pricing Supplement, interest on Multi-Currency Notes paid in the Specified Currency will be paid by wire transfer to a bank account maintained by the holder in the country of the Specified Currency. The principal of Multi-Currency Notes, together with interest accrued and unpaid therein, due at Maturity will be paid in immediately available funds against presentation of such Multi-Currency Notes at the principal office of the Trustee, provided that principal, premium, if any, and interest payable at Maturity in a Specified Currency will be paid by wire transfer to such bank account. Any payment of principal or interest required to be made on an Interest Payment Date or at Maturity of a Multi-Currency Note which is not a Business Day need not be made on such day, but may be made on the Note will be next succeeding Business Day with the same force and effect as if made to DTCon the Interest Payment Date or Maturity, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Actcase may be, and no interest shall accrue from the period from and after such Interest Payment Date or Maturity. PAYMENT CURRENCY If a successor depositary Specified Currency is not appointed by the Issuer within ninety calendar days, available for payment of principal or (ii) an Event of Default has occurred and is continuing interest with respect to a Multi-Currency Note due to the imposition of exchange controls or other circumstances beyond the reasonable control of the Company, the Company will be entitled to satisfy its obligations to holders of Multi-Currency Notes by making such Notes and Holders have made a request payment in U.S. dollars on the basis of the noon buying rate in The City of New York for cable transfers of the Specified Currency as certified for customs purposes by the Federal Reserve Bank of New York (the "MARKET EXCHANGE RATE") on the second day prior to DTC for exchange such payment, or if such Market Exchange Rate is not then available, on the basis of such Global Note for Certificated Notes, provided the most recently available Market Exchange Rate or as otherwise indicated in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures Pricing Supplement. Any payment made under such circumstances in U.S. dollars where required payment is in a Specified Currency will not constitute a default under the Indenture. OUTSTANDING MULTI-CURRENCY NOTES For purposes of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing calculating the principal amount of any Multi-Currency Note for any purpose under the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated NotesIndenture, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of such Multi-Currency Note at any time Outstanding shall be deemed to be the outstanding Global Notes as a result of a PIK PaymentU.S. dollar equivalent at the Market Exchange Rate, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated determined as of the applicable Interest Payment Date and will bear interest from and after date of the original issuance of such date. Excess Cash Payments made to Holders shall applyMulti-Currency Note, on a dollar-for-dollar basis, to reduce of the outstanding principal amount of such Multi-Currency Note. DETAILS FOR SETTLEMENT OF MULTI-CURRENCY NOTES In addition to the Notes Settlement information specified in up "Settlement Procedures" above, the Presenting Agent shall communicate to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases Company in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures manner set forth below or in any lawful manner not inconsistent with "Settlement Procedures" the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.following information:

Appears in 1 contract

Samples: Distribution Agreement (Centerpoint Properties Trust)

Payment of Principal and Interest. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) Each Class of Notes shall accrue interest payable on any date of Maturity at the applicable Note Interest Rate as set forth in the Sale and Servicing Agreement, and such interest shall be payable on each Payment Date, subject to the Person to whom principal Section 3.01. Interest shall be payable and (b) computed on each Class of Notes on the first payment basis of interest on any Note originally issued between a Regular Record Date for such Note 360-day year and the succeeding Interest Payment Date actual number of days elapsed in each Accrual Period. With respect to each outstanding Class of Notes, the Trust Administrator shall be made determine LIBOR for each applicable Accrual Period on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Notesecond LIBOR Business Day prior thereto, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture the Sale and Servicing Agreement. All interest payments on each Class of Notes shall be made in the order provided for in Section [6.02] of the Sale and Servicing Agreement. Any installment of interest or principal payable on any Note shall be paid on the applicable Payment Date to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person's address as it appears on the Note Register on such Record Date or, upon written request made to the Note Registrar and the applicable procedures Paying Agent at least [five] Business Days prior to the related Record Date, by the Holder of DTC. PIK Interest will be payable (x) a Note having an initial Note Principal Amount of not less than $[2,500,000] by wire transfer in immediately available funds to an account specified in the request and at the expense of such Noteholder, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes represented by one or more Global Notes registered on the Record Date in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by an amount equal wire transfer in immediately available funds to the amount of the PIK Payment account designated by such nominee, except for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased final installment of principal amount) and (y) payable with respect to such Note on a Payment Date or on the applicable Maturity Date for such Class of Notes (and except for the Termination Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver any such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will checks returned undelivered shall be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made held in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 3.03.

Appears in 1 contract

Samples: Indenture (Indymac MBS Inc)

Payment of Principal and Interest. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) Each Class of Notes shall accrue interest payable on any date of Maturity at the Note Interest Rate as set forth in the Transfer and Servicing Agreement, and such interest shall be payable on each Payment Date, subject to the Person to whom principal Section 3.01. Interest shall be payable and (b) computed on each Class of LIBOR Securities on the first payment basis of interest on any Note originally issued between a Regular Record Date for such Note 360-day year and the succeeding actual number of days elapsed in each Accrual Period. Interest Payment Date shall be made computed on each Class of Notes (other than any Class of LIBOR Securities) on the Interest Payment Date following the next succeeding Regular Record Date for such Note basis of the Holdera 360-day year consisting of twelve 30-day months. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with With respect to such Note not less than fifteen calendar days prior to each outstanding Class of LIBOR Securities, the Trust Administrator shall determine LIBOR for each applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest Accrual Period on the Notes. Payment of the principalsecond London Business Day prior thereto, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture the Transfer and Servicing Agreement. All interest payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. Any installment of interest or principal payable on any Note shall be paid on the applicable Payment Date to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date or, upon written request made to the Note Registrar and the applicable procedures Paying Agent at least five Business Days prior to the related Record Date, by the Holder of DTC. PIK Interest will be payable (x) a Note having an initial Note Principal Amount of not less than $2,500,000 by wire transfer in immediately available funds to an account specified in the request and at the expense of such Noteholder, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes represented by one or more Global Notes registered on the Record Date in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by an amount equal wire transfer in immediately available funds to the amount of the PIK Payment account designated by such nominee, except for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased final installment of principal amount) and (y) payable with respect to such Note on a Payment Date or on the applicable Maturity Date for such Class of Notes (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 Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver any such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will checks returned undelivered shall be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made held in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 3.03.

Appears in 1 contract

Samples: Indenture (Merrill Lynch Mort Inv Fieldstone Mort Inv Tr Ser 2004-1)

Payment of Principal and Interest. Payments Stemco LP, a Texas limited partnership (hereinafter called the “Company”), for value received hereby promises to pay to Xxxxxxx Sealing Technologies LLC, a North Carolina limited liability company (and successor by merger to Stemco Delaware LP, a Delaware limited partnership), or registered assigns (the “Holder”), the principal sum of One Hundred Fifty-Three Million Eight Hundred Sixty-Five Thousand Dollars ($153,865,000), plus interest (computed on the basis of a 365-day year) on the unpaid balance of such principal amount at the applicable rate described below, accruing from and after January 1, 2010, payable in the manner described below until such balance shall have been paid or duly provided for. Payment of the principal of and interest on this Note shall be made at the principal office of the Company or at such other office or agency as the Company shall have designated in writing to the Holder of this Note, with any cash payments required by the terms of this Note to be made in such currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The payment of principal on this Note will be made only upon presentation and surrender of this Note at the principal offices of the Company or, if so appointed, at the office or agency of the Company referred to above. If not sooner paid, and if not accelerated as provided herein, the entire remaining indebtedness shall be due and payable on January 1, 2017. The outstanding principal amount of this Note (including all interest the payment of which has been deferred pursuant to the terms of this Note) shall bear interest at a rate equal to 11.0% per annum for the time period on and after January 1, 2010. Interest shall be payable to the Holder at the address in arrears on an annual basis, and interest payments shall be made on January 31 of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date each year for the payment on such Note (prior calendar year during the “Regular Record Date”)term of this Note, (i) in the case of Global Notescommencing January 31, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder2011; provided, however, that (a) interest payable on if any date of Maturity shall on which interest would be payable pursuant to the Person to whom principal shall be payable and preceding clause is not a Business Day (b) the first as defined hereinafter), such payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall may be made on the Interest Payment Date following immediately prior Business Day. On each date on which interest is due pursuant to the next succeeding Regular Record Date for such Note foregoing paragraph, the Company shall make a cash payment to the Holder in an amount equal to 6.5% per annum of the Holderprincipal balance outstanding under this Note and defer payment of an amount equal to 4.5% per annum of the principal balance outstanding under this Note. For The amount of any Certificated Notedeferred payment (each, a Holder of U.S.$1,000,000 or more in aggregate “PIK Amount”) shall become and be deemed to be an additional principal amount of Notes may request payment outstanding under this Note on which interest shall begin accruing hereunder on the January 1 immediately preceding the deferral date (compounded annually). To the extent requested from time to time by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer the Company shall be deemed issue a replacement note to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to evidence any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructionsPIK Amount; provided that the Certificated Note is presented absence of or failure to request or issue such Paying Agent in time for replacement note shall not affect the validity of such Paying Agent to make such payments in such funds in accordance obligation, its character as principal, or the Company’s obligations with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided hereinthereto. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed byherein, and subject to the termsprovisions of the Subordination Agreement, provisions in the event that (a) the Holder is unable to pay the ordinary course operating expenses of its business (which operating expenses, for avoidance of doubt, shall exclude any losses, damages, liabilities, expenses or obligations related to asbestos litigation affecting the Holder) for at least ten Business Days due to inadequate liquidity, and conditions of(b) the Holder is unable to borrow under any credit facility to which it has access in order to fund the payment of such operating expenses in the ordinary course of its business, the Holder may require the Company, upon the date requested by the Holder at least ten business days after notice of the events described in clauses (a) and (b) above is given to the Company, to pay to the Holder in cash any accrued PIK Amounts required to meet such ordinary course operating expenses; provided, that in no event shall the Company be required to make cash payments under this Indenture paragraph, (i) in any calendar month, in excess of 1% of the principal balance then outstanding under this Note or (ii) in any calendar year, in excess of 4.5% of the principal balance then outstanding under this Note. Notwithstanding anything to the contrary herein, on each January 1 and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued July 1 commencing with the description first such date following the fifth (5th) anniversary of the date of this Note (each, an PIK” Accrual Date”), if the aggregate amount that would be includible in income of the Holder with respect to this Note for periods ending on or before such Accrual Date (within the face meaning of such PIK Note. If Section 163(i) of the Issuer or Internal Revenue Code of 1986, as amended (the Guarantors “Code”)) (xthe “Aggregate Accrual”) default in a payment would otherwise exceed the sum of (i) the aggregate amount of interest to be paid (within the meaning of Section 163(i) of the Code) under this Note on or before such Accrual Date (determined without regard to the Notes or amounts payable on such Accrual Date), and (yii) default in a payment the product of principal owing at Maturity on (A) the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest issue price (as defined belowin Sections 1273(b) and 1274(a) of the Code) of this Note and (B) the yield to maturity (interpreted in accordance with Section 163(i) of the procedures set forth below or in any lawful manner not inconsistent with the requirements Code) of any stock exchange on which the Notes may be listed(such sum, the “Maximum Accrual”), then the Company shall prepay in cash a portion of the accrued interest and PIK Amounts, if required, under this Note equal to the excess, if any, of the Aggregate Accrual over the Maximum Accrual, and upon the amount of such notice payment shall be treated for federal income tax purposes as an amount of interest to be paid (within the meaning of Section 163(i)(2)(B)(i) of the Code) under this Note. The parties intend for this Note not to constitute an applicable high yield discount obligation and not to have significant original issue discount under Sections 163(e)(5) and 163(i)(2) of the Code, and this paragraph shall be interpreted accordingly. The Company and the Holder hereby agree that if, after the date hereof, the Company suffers any loss or damage or incurs any liability or expense, in each case solely related to allegations that the Company has liability to the Original Holder or for the Original Holder’s liabilities based on alter ego, successor, veil piercing, transferee or other derivative liability theories (collectively, “Damages”), the Company may be required set off the amount of such Damages against any principal or interest amounts outstanding under this Note but only to the extent of amounts actually paid by the Company. The Company acknowledges that, after any such exchangeset off, the Holder will have the right to contest the Company’s determination that the Damages solely related to allegations that the Company had liability to the Original Holder or for the Original Holder’s liabilities based on alter ego, successor, veil piercing, transferee or other derivative liability theories. This Note is guaranteed pursuant to that certain Amended and Restated Guaranty (the “Guaranty”) of even date herewith made by the Company’s parent, Coltec Industries Inc (the “Parent”), and the Guaranty is secured by a pledge by the Parent of its interest in the Company as its general partner and its interest in Stemco Holdings, Inc., a Delaware corporation that is the limited partner of the Company, pursuant to that certain Amended and Restated Pledge Agreement of even date herewith made by the Parent.

Appears in 1 contract

Samples: Subordination Agreement (Enpro Industries, Inc)

Payment of Principal and Interest. Payments The unpaid principal --------------------------------- amount of the Series Notes shall bear interest and at the rate of % per annum until paid or duly provided for, such interest to accrue from , or from the most recent Interest Payment Date to which interest has been paid or duly provided for. Interest shall be paid in arrears on each Interest Payment Date to the Person in whose name the Series Notes are registered on the Regular Record Date for such Interest Payment Date; provided that interest payable at the Stated Maturity of principal or on a Redemption Date as provided herein will be made paid to the Holder at Person to whom principal is payable. So long as an Extension Period is not occurring, any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the address of Holders on such Holder appearing on Regular Record Date and may either be paid to the Register (as defined Person or Persons in this Indenture) whose name the Series Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date Special Record Date for the payment on of such Note defaulted interest to be fixed by the Trustee (the “Regular "Special Record Date"), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds notice whereof shall be given to Holders to an account at a bank located within of the United States as designated by each Holder Series Notes not less than fifteen calendar ten (10) days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Special Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteDate, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the Series Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture. Payments of interest on the Series Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Series Notes shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on the Series Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest (including Additional Interest, if any) on the Series Notes shall be made at the office of the Paying Agent in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, with any such payment that is due at the Stated Maturity or at earlier redemption of any Series Notes being made upon surrender of such Series Notes to the Paying Agent. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Corporation, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto. The Corporation shall pay, as additional interest on the Series Notes, when due to the United States or any other taxing authority, the amounts set forth in clause (i) of the definition of Additional Interest.

Appears in 1 contract

Samples: Duke Capital Financing Trust Iii

Payment of Principal and Interest. Payments Unless the Series 2024A Notes are converted pursuant to Article 2 of this Thirty-Second Supplemental Indenture or are purchased or subject to purchase under the Fundamental Change Purchase Right provisions of Article 3 of this Thirty-Second Supplemental Indenture, the principal amount of, and all accrued and unpaid interest, if any, on the Series 2024A Notes shall be due at the Stated Maturity. The unpaid principal amount of the Series 2024A Notes shall bear interest and principal will at the rate of 4.50% per annum until paid or duly provided for or until the earlier conversion or repurchase. Interest shall be made paid semiannually in arrears on each Interest Payment Date to the Holder at Person in whose name the address of such Holder appearing on the Register (as defined in this Indenture) Series 2024A Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date for such Interest Payment Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder provided that interest payable at the address of such Holder; provided, however, that (a) interest payable on any date of Stated Maturity shall will be payable paid to the Person to whom principal shall is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable and (b) to the first payment of interest Holders on any Note originally issued between a such Regular Record Date for such Note and may either be paid to the succeeding Interest Payment Date shall be made Person or Persons in whose name the Series 2024A Notes are registered at the close of business on the Interest Payment Date following the next succeeding Regular a Special Record Date for the payment of such Note defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Series 2024A Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen ten (10) calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteSpecial Record Date, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the Series 2024A Notes may shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture. Payments of interest on the Series 2024A Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Series 2024A Notes shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any Fundamental Change Purchase Date or any date on which interest is payable on the Series 2024A Notes (including the Stated Maturity) is not a Business Day, then payment of the principal or interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest due at the Stated Maturity of the Series 2024A Notes, payment of the Fundamental Change Purchase Price and payments and deliveries required upon conversion of any Series 2024A Note shall be made upon surrender of the Series 2024A Notes at the Corporate Trust Office of the Trustee. The principal of and interest on the Series 2024A Notes, the Fundamental Change Purchase Price and all cash payable upon conversion of a Series 2024A Note shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer or other electronic transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) calendar days prior to the date for payment by the Person entitled thereto. Unless the context otherwise requires, any reference to interest on, or in respect of, any Series 2024A Note in this Thirty-Second Supplemental Indenture shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to Section 1.09(e) or Section 1.14 hereof. Unless the context otherwise requires, any express mention of Additional Interest in any provision hereof shall not be construed as excluding Additional Interest in those provisions hereof where such express mention is not made.

Appears in 1 contract

Samples: Southern Co

Payment of Principal and Interest. Payments The unpaid principal --------------------------------- amount of the Series Notes shall bear interest and at the rate of % per annum until paid or duly provided for, such interest to accrue from , 199 or from the most recent Interest Payment Date to which interest has been paid or duly provided for. Interest shall be paid quarterly in arrears on each Interest Payment Date to the Person in whose name the Series Notes are registered on the Regular Record Date for such Interest Payment Date; provided that interest payable at the Stated Maturity of principal or on a Redemption Date as provided herein will be made paid to the Holder at Person to whom principal is payable. So long as an Extension Period is not occurring, any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the address of Holders on such Holder appearing on Regular Record Date and may either be paid to the Register (as defined Person or Persons in this Indenture) whose name the Series Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date Special Record Date for the payment on of such Note defaulted interest to be fixed by the Trustee (the “Regular "Special Record Date"), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds notice whereof shall be given to Holders to an account at a bank located within of the United States as designated by each Holder Series Notes not less than fifteen calendar ten (10) days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Special Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteDate, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the Series Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture. Payments of interest on the Series Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Series Notes shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on the Series Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest (including Additional Interest, if any) on the Series Notes shall be made at the office of the Paying Agent in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, with any such payment that is due at the Stated Maturity or at earlier redemption of any Series Notes being made upon surrender of such Series Notes to the Paying Agent. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Corporation, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto. The Corporation shall pay, as additional interest on the Series Notes, when due to the United States or any other taxing authority, the amounts set forth in clause (i) of the definition of Additional Interest.

Appears in 1 contract

Samples: Duke Energy Capital Trust Ii

Payment of Principal and Interest. Payments of interest The Co-Issuers will duly and punctually pay all principal will be made to (including the Holder at Class C Cumulative Periodic Interest Shortfall Amount, the address of such Holder appearing on Class D Cumulative Periodic Interest Shortfall Amount, the Register (as defined in this Indenture) at Class E Cumulative Periodic Interest Shortfall Amount, the close of business on Class F Cumulative Periodic Interest Shortfall Amount and the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”Class G Cumulative Periodic Interest Shortfall Amount), interest (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, including Defaulted Interest and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premiumthereon, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All the Rated Notes issued pursuant to a PIK Payment will mature on (other than the Stated Maturity Date Class H Notes, Class J Notes and will be governed by, Class K Notes) and subject to the terms, provisions and conditions of, this Indenture and shall have amounts due under any Hedge Agreement in accordance with this Indenture. The Issuer will duly and punctually pay all principal (including the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the NotesClass H Cumulative Periodic Interest Shortfall Amount, the Issuer or Class J Cumulative Periodic Interest Shortfall Amount and the GuarantorsClass K Cumulative Periodic Interest Shortfall Amount), as applicable, will pay the interest (including Defaulted Interest (as defined belowand interest thereon, if any) in accordance with the procedures set forth below terms of the Class H Notes, Class J Notes and Class K Notes and this Indenture and amounts due under any Hedge Agreement in accordance with this Indenture. Amounts properly withheld under the Code or other applicable law by any Person from a payment to any Rated Noteholder of principal and/or interest shall be considered as having been paid by the Co-Issuers (in any lawful manner not inconsistent with the requirements case of Rated Notes other than the Class H Notes, Class J Notes and Class K Notes) or the Issuer (in the case of the Class H Notes, the Class J Notes or the Class K Notes) to such Rated Noteholder for all purposes of this Indenture. The Trustee shall, unless prevented from doing so for reasons beyond its reasonable control, give notice to each Rated Noteholder and each Rating Agency of any stock exchange on such withholding requirement no later than ten days prior to the date of the payment from which amounts are required to be withheld; provided that despite the Notes may failure of the Trustee to give such notice, amounts withheld pursuant to applicable tax laws shall be listed, and upon such notice considered as may be required having been paid by such exchangethe Co-Issuers or the Issuer as provided above.

Appears in 1 contract

Samples: Indenture (Northstar Realty)

Payment of Principal and Interest. Payments The principal of the Notes shall be due at the Stated Maturity (unless earlier redeemed). The unpaid principal amount of the Notes shall bear interest and principal will at the rate of 3.35% per annum until paid or duly provided for. Interest shall be made paid semi-annually in arrears on each Interest Payment Date to the Holder at the address of such Holder appearing on the Register (as defined Persons in this Indenture) whose name each Note is registered at the close of business on the 15th Record Date for the applicable Interest Payment Date, which will be the close of business on (i) the Business Day immediately preceding such Interest Payment Date so long as all of the Notes remain in the form of a Book-Entry Debt Security or (ii) the fifteenth calendar day next preceding such Interest Payment Date (whether or not such day is a Business Day) prior if any of the Notes do not remain in the form of a Book-Entry Debt Security, provided that interest payable at the Stated Maturity of principal or on a redemption date as provided herein will be paid to any due date the Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the Holders on such Record Date and will be paid to the Person in whose name the Notes are registered on a subsequent Record Date established for the payment of such defaulted interest by notice given by mail or on behalf of the Company to the Holders no less than fifteen (15) days preceding such subsequent Record Date, such Record Date to be not less than five (5) days preceding the date of payment of such defaulted interest or in any other lawful manner acceptable to the Trustee. Payments of interest on the Notes will include interest accrued to but excluding the respective Interest Payment Date. Interest payments for the Notes shall be computed and paid on the basis of a 360-day year of twelve 30-day months (and for any partial periods shall be calculated on the basis of the number of days elapsed in a 360-day year of twelve 30-day months). In the event that any date on which interest is payable on the Notes is not a Business Day, then payment of the interest payable on such Note date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), with the “Regular Record same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest due at the Stated Maturity or earlier redemption of the Notes shall be made upon surrender of the Notes at the Corporate Trust Office of the Trustee. The principal of and interest on the Notes shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of the principal and interest (including interest on any Interest Payment Date”)) will be made, subject to such surrender where applicable, at the option of the Company, (i) in by wire transfer to the case Holders entitled thereto who have provided appropriate wire transfer instructions to the Trustee, or by check mailed to the Holders of Global the Notes entitled thereto at their last addresses as they appear on the Debt Security Register or (ii) if the Notes are Book-Entry Debt Securities, the Depository, as Holder of the Notes, by a Paying Agent shall be entitled to receive payment of interest by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangefunds.

Appears in 1 contract

Samples: Indenture (Piedmont Natural Gas Co Inc)

Payment of Principal and Interest. Payments (a) The unpaid principal amount of the Securities shall bear interest at a variable rate per annum, reset quarterly, equal to LIBOR plus 2.80% until paid or duly provided for, such interest to accrue from the Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, and any overdue principal, premium or Additional Tax Sums and any overdue installment of interest and principal will be made shall bear Additional Interest (to the Holder at the address extent payment of such Holder appearing interest would be legally enforceable) at a variable rate per annum, reset quarterly, equal to LIBOR plus 2.80% from the dates such amounts are due until they are paid or funds for the payment thereof are made available for payment. (b) Interest and Additional Interest on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Register Person in whose name that Security (as defined in this Indentureor one or more Predecessor Securities) is registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”)Date for such interest, (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, except that interest and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest any Additional Interest payable on the Stated Maturity (or any date of Maturity principal repayment upon early maturity) of the principal of a Security or on a Redemption Date shall be payable paid to the Person to whom principal shall be payable and (b) the first is paid. The initial payment of interest on any Note originally Security that is issued between a Regular Record Date for such Note and the succeeding related Interest Payment Date shall be made payable as provided in such Security. (c) Any interest on the any Security that is due and payable, but is not timely paid or duly provided for, on any Interest Payment Date following for Securities (herein called “Defaulted Interest”) shall forthwith cease to be payable to the next succeeding registered Holder on the relevant Regular Record Date for by virtue of having been such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, and such wire transfer shall Defaulted Interest may be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne paid by the Holders Company, at its election in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTCeach case, as the Registered Holder of the Note provided in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if paragraph (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.: 24

Appears in 1 contract

Samples: Simmons First National Corp

Payment of Principal and Interest. Payments The principal of the Series 2022A Notes shall be due at Stated Maturity (unless earlier redeemed). The unpaid principal amount of the Series 2022A Notes shall bear interest and principal will at the rate of 5.15% per annum until paid or duly provided for. Interest shall be made paid semiannually in arrears on each Interest Payment Date to the Holder at Person in whose name the address of such Holder appearing on the Register (as defined in this Indenture) Series 2022A Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date for such Interest Payment Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder provided that interest payable at the address of such Holder; provided, however, that (a) interest payable Stated Maturity or on any date of Maturity shall a Redemption Date as provided herein will be payable paid to the Person to whom principal shall is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable and (b) to the first payment of interest Holders on any Note originally issued between a such Regular Record Date for such Note and may either be paid to the succeeding Interest Payment Date shall be made Person or Persons in whose name the Series 2022A Notes are registered at the close of business on the Interest Payment Date following the next succeeding Regular a Special Record Date for the payment of such Note defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Series 2022A Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar ten (10) days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteSpecial Record Date, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the Series 2022A Notes may shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture. Payments of interest on the Series 2022A Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Series 2022A Notes shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on the Series 2022A Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest due at the Stated Maturity or earlier redemption of the Series 2022A Notes shall be made upon surrender of the Series 2022A Notes at the Corporate Trust Office of the Trustee. The principal of and interest on the Series 2022A Notes shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer or other electronic transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto.

Appears in 1 contract

Samples: Southern Co

Payment of Principal and Interest. Payments The principal of the Series C Senior Notes shall be due at the Stated Maturity (unless earlier redeemed). The unpaid principal amount of the Series C Senior Notes shall bear interest and at the rate of 2.875% per annum, until paid or duly provided for, such interest to accrue from the Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for. Interest shall be paid semi-annually in arrears on each Interest Payment Date to the Person in whose name the Series C Senior Notes are registered on the Regular Record Date for such Interest Payment Date; provided that interest payable at the Stated Maturity of principal or on a Redemption Date as provided herein will be made paid to the Holder at Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the address of Holders on such Holder appearing on Regular Record Date and may either be paid to the Register (as defined Person or Persons in this Indenture) whose name the Series C Senior Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date Special Record Date for the payment on of such Note defaulted interest to be fixed by the Trustee (in accordance with Section 307 of the “Regular Record Date”Base Indenture), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds notice whereof shall be given to Holders to an account at a bank located within of the United States as designated by each Holder Series C Senior Notes not less than fifteen calendar ten (10) days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Special Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteDate, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the Series C Senior Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Base Indenture. Payments of interest on the Series C Senior Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Series C Senior Notes shall be computed and paid on the basis of a 360-day year of twelve (12) thirty (30)-day months. In the event that any date on which interest is payable on the Series C Senior Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay), in each case with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest on the Series C Senior Notes shall be made at the office of the Paying Agent in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, with any such payment that is due at the Stated Maturity of any Series C Senior Notes, upon redemption or repurchase being made upon surrender of such Series C Senior Notes to the Paying Agent. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto. In the event that any date on which principal and interest is payable on the Series C Senior Notes is not a Business Day, then payment of the principal and interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay), in each case with the same force and effect as if made on the date the payment was originally payable.

Appears in 1 contract

Samples: Dominion Gas Holdings, LLC

Payment of Principal and Interest. Payments The principal of the 2018 Notes shall be due at Stated Maturity (unless earlier redeemed). The unpaid principal amount of the 2018 Notes shall bear interest and principal will at the rate of 1.55% per annum until paid or duly provided for. Interest shall be made paid semiannually in arrears on each Interest Payment Date to the Holder at Person in whose name the address of such Holder appearing on the Register (as defined in this Indenture) 2018 Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date for such Interest Payment Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder provided that interest payable at the address of such Holder; provided, however, that (a) interest payable Stated Maturity or on any date of Maturity shall a Redemption Date as provided herein will be payable paid to the Person to whom principal shall is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable and (b) to the first payment of interest Holders on any Note originally issued between a such Regular Record Date for such Note and may either be paid to the succeeding Interest Payment Date shall be made Person or Persons in whose name the 2018 Notes are registered at the close of business on the Interest Payment Date following the next succeeding Regular a Special Record Date for the payment of such Note defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of 2018 Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar ten (10) days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteSpecial Record Date, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the 2018 Notes may shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture. Payments of interest on the 2018 Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the 2018 Notes shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on the 2018 Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest due at the Stated Maturity or earlier redemption of the 2018 Notes shall be made upon surrender of the 2018 Notes at the Corporate Trust Office of the Trustee. The principal of and interest on the 2018 Notes shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer or other electronic transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto.

Appears in 1 contract

Samples: Southern Co

Payment of Principal and Interest. Payments 2) Each Class of Notes (other than the Class P Notes) shall accrue interest and principal will be made to the Holder at the address of such Holder appearing on the Register (Note Interest Rate as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) set forth in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment dateTransfer and Servicing Agreement, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable on each Payment Date, subject to the Person to whom principal Section 3.01. Interest shall be payable and computed on each Class of Notes (bother than any Class of LIBOR Notes or Class P Notes) on the first payment basis of interest a 360-day year consisting of twelve 30-day months. Interest shall be computed on any Note originally issued between each Class of LIBOR Notes on the basis of a Regular Record Date for such Note 360-day year and the succeeding Interest Payment Date actual number of days elapsed in each Accrual Period. With respect to each outstanding Class of LIBOR Notes, the Indenture Trustee shall be made determine LIBOR for each applicable Accrual Period on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Notesecond London Business Day prior thereto, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture the Transfer and Servicing Agreement. All interest payments on each Class of Notes (other than the Class P Notes) shall be made pro rata to the Noteholders of such Class entitled thereto. Any installment of interest or principal payable on any Note (other than the Class P Notes) shall be paid on the applicable procedures Payment Date to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date or, upon written request made to the Indenture Trustee at least five Business Days prior to the related Record Date, by the Holder of DTC. PIK Interest will be payable (x) a Note having an initial Note Principal Amount of not less than $2,500,000 by wire transfer in immediately available funds to an account specified in the request and at the expense of such Noteholder, except that, unless Definitive Notes have been issued pursuant to Section 2.10, with respect to Notes represented by one or more Global Notes registered on the Record Date in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by an amount equal wire transfer in immediately available funds to the amount of the PIK Payment account designated by such nominee, except for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased final installment of principal amount) and (y) payable with respect to such Note on a Payment Date or on the applicable Maturity Date for such Class of Notes (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 Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver any such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will checks returned undelivered shall be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made held in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 3.03.

Appears in 1 contract

Samples: Indenture (SASCO Mortgage Loan Trust 2004-Gel3)

Payment of Principal and Interest. Payments of interest General Interest (and principal will principal, if any, payable other than at Stated Maturity or upon acceleration or redemption) shall be made paid in immediately available funds to the Holder at the address of such Holder appearing on the Register (as defined Person in this Indenture) whose name a Note is registered at the close of business on the 15th calendar day (whether Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Notes upon any transfer or not a Business Day) exchange thereof subsequent to such Regular Record Date and prior to any due date for the payment on such Note (the “Regular Record Interest Payment Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of at Stated Maturity or upon acceleration or redemption shall be payable paid to the Person to whom principal will be payable; provided, further, that if and to the extent the Bank 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 payable and (b) paid to the Person in whose names such Notes are registered at the end of a subsequent record date established by the Bank by notice given by mail by or on behalf of the Bank to the Holders of the Notes not less than 15 days preceding such special record date, such record date to be not less than 15 days preceding the date of payment in respect of such defaulted interest. Unless otherwise specified in the applicable Pricing Supplement, the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for to the registered owner at the close of business on such Note next succeeding Regular Record Date. Payments of the Holder. For principal of and any Certificated Notepremium, a Holder interest, Additional Amounts and other amounts on or in respect of U.S.$1,000,000 any Note at Stated Maturity or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior upon acceleration or redemption shall be made to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, registered Holder on such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the Corporate Trust Office or at the specified office of any other Paying Agent with respect to that Note and accompanied by wire transfer instructions; Agent, provided that the Certificated Note is presented to such the Paying Agent in time for such the Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay Payments of the principal of and any administrative costs imposed by banks in connection with making payments by wire transferpremium, but any taxinterest, assessment Additional Amounts and other amounts on or governmental charge imposed upon payments will be borne by the Holders in respect of which Notes to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if address of the Note is a Global Note deposited with a custodian for, and registered Person entitled thereto as it appears in the name of a nominee of, The Depository Trust Company Register; provided that (“DTC”), principal a) DTC and interest payments on the Note will be made to DTCCommon Depositary, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes Global Notes, shall be entitled to receive payments of interest by wire transfer of immediately available funds, (b) a Holder of US$1,000,000 (or the approximate equivalent thereof in a Specified Currency other than U.S. dollars) in aggregate principal or face amount of Notes of the same Series shall 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 United States as may have been appropriately designated by such Holder to the Trustee in writing no later than 15 days prior to the date such payment is due and (c) to the extent that the Holder of a Note issued and denominated in certificated form 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 exchange for a Global respect of such Note only if (i) DTC notifies at Stated Maturity or upon redemption in such Specified Currency, such payment, except in circumstances described in the Issuer that it applicable Pricing Supplement, shall be made by wire transfer of immediately available funds to an account specified in writing not less than 15 days prior to the date such payment is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed due by the Issuer within ninety calendar daysHolder to the Trustee. Unless such designation is revoked, or (ii) an Event of Default has occurred and is continuing any such designation made by such Holder with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided shall remain in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) effect with respect to any future payments with respect to such Notes represented by one payable to such Holder Payments of interest on any Fixed Rate Note or more Global Notes registered Floating Rate Note with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date; provided, however, that, unless otherwise specified in the name ofapplicable Pricing Supplement, if the Interest Reset Dates with respect to any Floating Rate Note are daily or held byweekly, DTC or its nominee interest payable on such Note on any Interest Payment Date, other than interest payable on the relevant record datedate on which principal on any such Note is payable, will include interest accrued to but excluding the day following the next preceding Regular Record Date. With respect to a Floating Rate Note, accrued interest from the date of issue or from the last date to which interest has been paid is calculated by increasing multiplying the principal or face amount of the outstanding Global such Floating Rate Note by an amount equal accrued interest factor. Such accrued interest factor is computed by adding the interest factor calculated for each day from the date of issue, or from the last date to which interest has been paid, to but excluding the amount of the PIK Payment date for which accrued interest is being calculated. Unless otherwise specified in the applicable Interest Period Pricing Supplement, the interest factor (rounded up expressed as a decimal) for each such day is computed by dividing the interest rate (expressed as a decimal) applicable to such date by 360, in the nearest whole Dollar) (it being understood that subsequent case of LIBOR Notes, or by the actual number of days in the year, in the case of Treasury Rate Notes. Unless otherwise specified in the applicable Pricing Supplement, interest payments on Fixed Rate Notes will be calculated on the Notes basis of a 360-day year consisting of twelve months of 30 days each and, in the case of an incomplete month, the number of days elapsed. Unless otherwise specified in the applicable Pricing Supplement, if any Interest Payment Date (other than the Stated Maturity) for any Floating Rate Note would otherwise be a day that is not a Business Day in the relevant locations specified in the Pricing Supplement and the place of payment, such Interest Payment Date shall be calculated based on the next Business Day succeeding such increased principal amount) and Business Day (y) with respect to Notes represented by Certificated Notesexcept that, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders case of a LIBOR Note, if such Business Day is in the underlying Notes in an aggregate principal amount equal to next succeeding calendar month, such Interest Payment Date shall be the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollarnext Business Day preceding such Business Day). The Trustee will authenticate and deliver such PIK Notes in certificated form If the Stated Maturity for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after any Fixed Rate Note or Floating Rate Note or the Interest Payment Date for any Fixed Rate Note falls on a day which is not a Business Day in the relevant locations specified in the Pricing Supplement and the place of payment, payment of principal (and premium, if any) and interest with respect of which to such PIK Payment was made. Any PIK Notes issued in certificated form Note will be dated made on the next succeeding Business Day in the place of payment with the same force and effect as of if made on the applicable Interest Payment Date due date and no interest on such payment will bear interest accrue from and after such due date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.

Appears in 1 contract

Samples: Indenture (Macro Bank Inc.)

Payment of Principal and Interest. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) Each Class of Notes shall accrue interest payable on any date of Maturity at the Note Interest Rate as set forth in the Sale and Servicing Agreement, and such interest shall be payable on each Payment Date, subject to the Person to whom principal Section 3.01. Interest shall be payable and computed on each Class of Notes (bother than any Class of LIBOR Notes) on the first payment basis of interest a 360-day year consisting of twelve 30-day months. Interest shall be computed on any Note originally issued between each Class of LIBOR Notes on the basis of a Regular Record Date for such Note 360-day year and the succeeding Interest Payment Date actual number of days elapsed in each Accrual Period. With respect to each outstanding Class of LIBOR Notes, the Master Servicer shall be made determine LIBOR for each applicable Accrual Period on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Notesecond London Business Day prior thereto, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture the Sale and Servicing Agreement. All interest payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. Any installment of interest or principal payable on any Note shall be paid on the applicable procedures Payment Date to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date or, upon written request made to the Indenture Trustee at least five Business Days prior to the related Record Date, by the Holder of DTC. PIK Interest will be payable (x) a Note having an initial Note Principal Amount of not less than $2,500,000 by wire transfer in immediately available funds to an account specified in the request and at the expense of such Noteholder, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes represented by one or more Global Notes registered on the Record Date in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by an amount equal wire transfer in immediately available funds to the amount of the PIK Payment account designated by such nominee, except for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased final installment of principal amount) and (y) payable with respect to such Note on a Payment Date or on the applicable Maturity Date for such Class of Notes (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 Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver any such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will checks returned undelivered shall be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made held in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 3.03.

Appears in 1 contract

Samples: Structured Asset Securities Corp Mort Back Notes Ser 2002 9

Payment of Principal and Interest. The 2015 Notes shall bear interest at the per annum rate of 5.45%. The 2035 Notes shall bear interest at the per annum rate of 6.10%. The following terms apply to the Notes: Interest shall be paid semi-annually in arrears on each Interest Payment Date commencing on June 1, 2006. Payments of interest on the Notes will include interest accrued from, and principal including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for (or from, and including, the Original Issue Date if no interest has been paid or duly provided for) to, but excluding, the applicable Interest Payment Date or date of earlier redemption, as the case may be. Interest payments for the Notes shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will be made paid to the Holder at Holder(s) of the address particular series of Notes as of the Regular Record Date for such Holder appearing Interest Payment Date. Any such interest that is not so punctually paid or duly provided for on any Interest Payment Date will forthwith cease to be payable to the Register (Holders of the particular series of Notes as defined of the close of business on such Regular Record Date and may either be paid to the Person or Persons in this Indenture) whose name such Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date Special Record Date for the payment on of such Note defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of the particular series of Notes by the Trustee not less than fifteen (the “Regular 15) days prior to such Special Record Date”), (i) or be paid at any time in any other lawful manner, all as more fully provided in the Base Indenture. Payment of the principal of, and any premium or interest on, the Notes due on the applicable Maturity Date or date of earlier redemption, as the case may be, shall be made in immediately available funds, upon presentation and surrender of Global Notesthe applicable Notes at the office or agency maintained by the Company for that purpose in the Borough of Manhattan, by a Paying Agent The City of New York, currently the office of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, or at such other paying agency in the Borough of Manhattan, The City of New York, as the Company may determine. Notwithstanding the foregoing, payment of interest due on any Interest Payment Date will be made by wire transfer of immediately available funds at such place and to Holders to an such account at a bank located within banking institution in the United States as may be designated in wire transfer instructions received in writing by each Holder not less than fifteen calendar the Trustee at least sixteen (16) days prior to such Interest Payment Date. Any such wire transfer instructions received by the Trustee shall remain in effect until revoked by such Holder. Any payments on the Notes will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. In the event that any Interest Payment Date or the applicable Maturity Date or date of earlier redemption falls on a day that is not a Business Day, the required payment dateof principal, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) premium and/or interest payable on any such date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for Business Day with the same force and effect as if made on the date such Note of the Holder. For any Certificated Notepayment was due, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent and no interest shall accrue with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest period from and after such date. Excess Cash Payments made to Holders shall applyInterest Payment Date or the applicable Maturity Date or date of earlier redemption, on a dollar-for-dollar basisas the case may be, to reduce the outstanding principal amount date of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature such payment on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangenext succeeding Business Day.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Vectren Utility Holdings Inc)

Payment of Principal and Interest. Payments The unpaid principal --------------------------------- amount of the Series Notes shall bear interest and at the rate of % per annum until paid or duly provided for, such interest to accrue from , or from the most recent Interest Payment Date to which interest has been paid or duly provided for. Interest shall be paid in arrears on each Interest Payment Date to the Person in whose name the Series Notes are registered on the Regular Record Date for such Interest Payment Date; provided that interest payable at the Stated Maturity of principal or on a Redemption Date as provided herein will be made paid to the Holder at Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the address of Holders on such Holder appearing on Regular Record Date and may either be paid to the Register (as defined Person or Persons in this Indenture) whose name the Series Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date Special Record Date for the payment on of such Note defaulted interest to be fixed by the Trustee (the “Regular "Special Record Date"), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds notice whereof shall be given to Holders to an account at a bank located within of the United States as designated by each Holder Series Notes not less than fifteen calendar ten (10) days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Special Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteDate, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the Series Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture. Payments of interest on the Series Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Series Notes shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on the Series Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest on the Series Notes shall be made at the office of the Paying Agent in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, with any such payment that is due at the Stated Maturity or at earlier redemption of any Series Notes being made upon surrender of such Series Notes to the Paying Agent. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Corporation, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto.

Appears in 1 contract

Samples: Duke Capital Financing Trust Iii

Payment of Principal and Interest. The Notes will mature at par on June 26, 2022. Payments of interest and principal will be made to the Holder at the address of such Holder Holders appearing on the Register (as defined in this the Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment of interest on such Note (the “Regular ―Regular Record Date”Date‖), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen 15 calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer to a U.S. Dollar account maintained by the payee with a bank located within the United States but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen 15 calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office Specified Office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders of the Notes in respect of which such payments are made unless otherwise provided hereinmade. Notwithstanding anything to the contrary in this Article 2Section 3, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”―DTC‖), principal and interest payments on the Note will be made to DTC, as the Registered registered Holder of the Note in accordance with DTC’s 's applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default Guarantor defaults in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, Guarantor will pay the Defaulted Interest defaulted interest (as defined belowplus interest on such defaulted interest at the rate specified in Section 5(a) in accordance with to the procedures set forth below or extent lawful) in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange. The Issuer or the Guarantor may pay the defaulted interest to the Persons who are Holders on a subsequent special record date, which date will be at least five Business Days prior to the payment date of such defaulted interest. The Issuer or the Guarantor will fix or cause to be fixed such special record date and payment date, and, at least 15 days before any such special record date, the Issuer or the Guarantor will deliver to each Holder, with a copy to the Trustee, a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Appears in 1 contract

Samples: Supplemental Indenture

Payment of Principal and Interest. Payments The principal of the 2023 Notes shall be due at Stated Maturity (unless earlier redeemed). The unpaid principal amount of the 2023 Notes shall bear interest and principal will at the rate of 2.95% per annum until paid or duly provided for. Interest shall be made paid semiannually in arrears on each Interest Payment Date to the Holder at Person in whose name the address of such Holder appearing on the Register (as defined in this Indenture) 2023 Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date for such Interest Payment Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder provided that interest payable at the address of such Holder; provided, however, that (a) interest payable Stated Maturity or on any date of Maturity shall a Redemption Date as provided herein will be payable paid to the Person to whom principal shall is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable and (b) to the first payment of interest Holders on any Note originally issued between a such Regular Record Date for such Note and may either be paid to the succeeding Interest Payment Date shall be made Person or Persons in whose name the 2023 Notes are registered at the close of business on the Interest Payment Date following the next succeeding Regular a Special Record Date for the payment of such Note defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of 2023 Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar ten (10) days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteSpecial Record Date, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the 2023 Notes may shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture. Payments of interest on the 2023 Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the 2023 Notes shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on the 2023 Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest due at the Stated Maturity or earlier redemption of the 2023 Notes shall be made upon surrender of the 2023 Notes at the Corporate Trust Office of the Trustee. The principal of and interest on the 2023 Notes shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer or other electronic transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto.

Appears in 1 contract

Samples: Southern Co

Payment of Principal and Interest. The principal of the Notes shall be due at Stated Maturity, unless earlier redeemed. The principal amount of the 2019 Notes shall bear interest at the rate of 2.70% per annum and the principal amount of the 2044 Notes shall bear interest at the rate of 5.60% per annum, in each case until paid or duly provided for, such interest to accrue from the Original Issue Date or from the most recent Interest Payment Date on which interest has been paid or duly provided for. Subject to Section 307 of the Original Indenture, Interest shall be paid semi-annually in arrears on each Interest Payment Date to the Person or Persons in whose name the Notes are registered on the Regular Record Date for such Interest Payment Date; provided that interest payable at the Stated Maturity of principal or on a Redemption Date as provided herein shall be paid to the Person to whom principal is payable. The Company shall pay interest on overdue principal and premium, if any, from time to time on demand at the same rate; and it shall pay interest on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at Notes shall include interest accrued to but excluding the close of business respective Interest Payment Dates. Interest payments for the Notes shall be computed and paid on the 15th calendar basis of a 360-day (whether or year of twelve 30-day months. If any date on which interest is payable on the Notes is not a Business Day, then payment of the interest payable on such date shall be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay) prior to any due with the same force and effect as if made on the date for the payment was originally payable. Payment of principal of, premium, if any, and interest on the Notes shall be made in such Note (coin or currency of the “Regular Record Date”)United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of principal of, (i) in premium, if any, and interest on the case of Global Notes, Notes represented by a Paying Agent Global Security shall be made by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment dateDepositary therefor; provided that, and (ii) in the case of Certificated Notespayments of principal and premium, by if any, at maturity or upon redemption, such Global Security is first surrendered to a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on Agent. If any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated NoteNotes are no longer represented by Global Securities, a Holder (i) payments of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date at the applicable Stated Maturity or earlier redemption of Maturity will such Notes shall be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented upon surrender of such Notes to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event payments of Default has occurred and is continuing with respect interest shall be made, at the option of the Company, subject to such Notes and Holders have made a request surrender where applicable, by (A) check mailed to DTC for exchange the address of the Person entitled thereto as such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered address shall appear in the name of, Security Register or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal (B) wire transfer at such place and to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase account at a banking institution in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice United States as may be required designated in writing to the Trustee at least 16 days prior to the date for payment by such exchangethe Person entitled thereto.

Appears in 1 contract

Samples: Supplemental Indenture (DCP Midstream Partners, LP)

Payment of Principal and Interest. Payments The principal of the Notes shall be due at Stated Maturity (unless earlier redeemed). The unpaid principal amount of the Notes shall bear interest and principal will at the rate of [___]% per year until paid or duly provided for, such interest to accrue from March [16], 2006 or from the most recent Interest Payment Date to which interest has been paid or duly provided for. Interest shall be made paid semi-annually in arrears on each Interest Payment Date, commencing [___], 2006, to the Holder at the address of such Holder appearing on the Register (as defined Person or Persons in this Indenture) whose name a Note is registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date for such Interest Payment Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder provided that interest payable at the address of such Holder; provided, however, that (a) interest payable Stated Maturity or on any date of Maturity shall a Redemption Date as provided herein will be payable paid to the Person to whom principal shall is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable and (b) to the first payment of interest Holders on any Note originally issued between a such Regular Record Date for such and may either be paid to the Person in whose name the Note and (or one or more Predecessor Securities) is registered at the succeeding Interest Payment Date shall be made close of business on the Interest Payment Date following the next succeeding Regular a Special Record Date for the payment of such Note Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen 10 calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteSpecial Record Date, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Original Indenture. Payments of interest on the Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Notes shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on the Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date the payment was originally payable. Subject, in the case of any Global Security, to any applicable requirements of the Depositary, payment of the principal, premium, if any, and interest due at the Stated Maturity of, or on a Redemption Date for, the Notes shall be made upon surrender of the Notes at the Corporate Trust Office of the Paying Agent. The principal of and interest on the Notes shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least 15 days prior to the date for payment by the Person entitled thereto.

Appears in 1 contract

Samples: Quicksilver Resources Inc

Payment of Principal and Interest. Payments The principal of the Notes shall be due at Stated Maturity (unless earlier redeemed). The unpaid principal amount of the Notes shall bear interest and principal will at the rate of 6.625% per year until paid or duly provided for, such interest to accrue from May 18, 2011 or from the most recent Interest Payment Date to which interest has been paid or duly provided for. Interest shall be made paid semi-annually in arrears on each Interest Payment Date, commencing November 15, 2011, to the Holder at the address of such Holder appearing on the Register (as defined Person or Persons in this Indenture) whose name a Note is registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date for such Interest Payment Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder provided that interest payable at the address of such Holder; provided, however, that (a) interest payable Stated Maturity or on any date of Maturity shall a Redemption Date as provided herein will be payable paid to the Person to whom principal shall is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable and (b) to the first payment of interest Holders on any Note originally issued between a such Regular Record Date for such and may either be paid to the Person in whose name the Note and (or one or more Predecessor Securities) is registered at the succeeding Interest Payment Date shall be made close of business on the Interest Payment Date following the next succeeding Regular a Special Record Date for the payment of such Note Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen 10 calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteSpecial Record Date, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Original Indenture. Payments of interest on the Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Notes shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on the Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date the payment was originally payable. Subject, in the case of any Global Security, to any applicable requirements of the Depositary, payment of the principal, premium, if any, and interest due at the Stated Maturity of, or on a Redemption Date for, the Notes shall be made upon surrender of the Notes at the Corporate Trust Office of the Paying Agent. The principal of and interest on the Notes shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least 15 days prior to the date for payment by the Person entitled thereto.

Appears in 1 contract

Samples: First Supplemental Indenture (Unit Corp)

Payment of Principal and Interest. Payments RAGHSA S. A., a sociedad anónima organized under the laws of the Republic of Argentina (the “Issuer”), promises to pay interest on the principal amount of this Series [●] Note at [●]% per annum commencing on [●], 2020 until maturity. The Issuer shall pay interest semi-annually in arrears on each Interest Payment Date. Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from [●], 2020; provided that the first Interest Payment Date shall be [●], 2020. Interest (and principal principal, if any, payable other than at the final maturity or upon acceleration or redemption) will be made payable in immediately available funds to the Holder at the address of such Holder appearing on the Register (as defined Person in this Indenture) whose name a Note is registered at the close of business on the 15th calendar day (whether Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Notes upon any transfer or not a Business Day) exchange thereof subsequent to such Regular Record Date and prior to any due date for the payment on such Note (the “Regular Record Interest Payment Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder ; provided that interest payable at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall final maturity or upon acceleration or redemption will be payable to the Person to whom principal shall will be payable payable; provided, further, that if and (b) to the first extent the Issuer defaults in the payment of the interest due on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall Date, such defaulted interest will be made paid to the Person in whose names such Notes are registered at the close of business of a subsequent record date established by the Issuer by notice given by mail by or on the Interest Payment Date following the next succeeding Regular Record Date for such Note behalf of the Holder. For any Certificated Note, a Holder Issuer to the Holders of U.S.$1,000,000 or more in aggregate principal amount of the Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar (15) days prior to the applicable payment preceding such subsequent record date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall record date to be deemed to constitute full and complete not less than fifteen (15) days preceding the date of payment in respect of such principal, premium and/or interest defaulted interest. Interest will be computed on the Notesbasis of a 360-day year comprised of twelve 30-day months. Payment of the principal, principal of and any premium, if anyinterest, Additional Amounts and interest due with other amounts on or in respect to of any Certificated registered Note on any date of Maturity at the final maturity or upon redemption or acceleration will be made in immediately available funds to the person in whose name such Note is registered upon surrender of such Note at the Corporate Trust Office of the Trustee in the Borough of Manhattan, New York City, or at the specified office of any other Paying Agent with respect to that Note and accompanied by wire transfer instructionsAgent; provided that the Certificated registered Note is presented to such the Paying Agent in time for such the Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay Payments of the principal of and any administrative costs imposed by banks in connection with making payments by wire transferpremium, but any taxinterest, assessment Additional Amounts and other amounts on or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are registered Notes to be made unless otherwise provided herein. Notwithstanding anything to other than at the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note final maturity or upon redemption will be made by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) DTC, as holder of the Registered Global Notes, shall be entitled to receive payments of interest by wire transfer of immediately available funds and (b) a Holder of the Note U.S.$1,000,000 in accordance with DTC’s applicable procedures. aggregate principal or face amount of Notes shall be issued 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 certificated form the United States as may have been appropriately designated by such person to the Trustee in exchange for a Global Note only if writing no later than fifteen (i15) DTC notifies days prior to the Issuer that it date such payment is unwilling or unable to continue as depositary for due. Unless such Global Notedesignation is revoked, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed any such designation made by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing such Holder with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided shall remain in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) effect with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest any future payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to such Notes represented by Certificated Notespayable to such Holder. If any principal payment date, by issuing additional Certificated the final maturity or any interest payment date for the Notes (“PIK Notes”) in certificated form falls on a day which is not a Business Day, payment of principal of and any premium, interest and Additional Amounts, with respect to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof be made on the relevant record date, next succeeding Business Day with the same force and effect as shown by if made on the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear due date and no interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form payment will be dated as of the applicable Interest Payment Date and will bear interest accrue from and after such due date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.

Appears in 1 contract

Samples: Indenture (Raghsa S.A.)

Payment of Principal and Interest. Payments of interest and principal will be made to the Holder at the address of such Holder appearing Each Note shall mature on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether date or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment datedates set forth, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity principal shall be due and payable to the Person Holders thereof (subject to whom principal Section 304 hereof) in accordance with, and interest thereon shall be payable and (b) paid at the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made rates, on the Interest Payment Date following dates and on the next succeeding Regular Record Date for terms set forth, on the face and on the reverse of such Note of the HolderNote. For any Certificated Noteso long as the Notes are represented by Book-Entry Securities, a Holder all payments of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will shall be made by the Company in immediately available funds in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. In the case of a certificated Note, (i) all payments of principal of, and premium, if any, on such Note shall be made by the Company in immediately available funds on the Maturity Date upon presentation and surrender thereof (and, in the case of any repayment on an Optional Repayment Date, upon submission of a duly completed form of "Option to Elect Repayment," or in the case of any Change in Control Purchase, a duly completed Purchase Notice, together with a duly completed form of "Option of Holder to Elect Purchase") at the office or agency maintained by the Company for such purpose in the Borough of Manhattan, The City of New York, which office or agency shall initially be the Corporate Trust Office and (ii) all payments of interest, if any, shall be made by the Company on (a) the Maturity Date of such Note at to the specified office Person to whom payment of the principal thereof and premium, if any, thereon shall be made and (b) on any Paying Agent with respect Interest Payment Date (other than the Maturity Date) by check mailed to that Note and accompanied the address of the Holder entitled thereto appearing on the Security Register. Notwithstanding the provisions of clause (ii) in the immediately preceding sentence, payments of interest, if any, on any Interest Payment Date other than the Maturity Date shall be made by the Company by wire transfer instructions; provided that the Certificated Note is presented of immediately available funds to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect each Holder of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2$10,000,000 (or, if the Note Specified Currency is a Global Note deposited with a custodian forother than U.S. dollars, and registered the equivalent thereof in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (iparticular Specified Currency) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the aggregate principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated certificated Notes (“PIK Notes”whether having identical or different terms and provisions) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver if such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.Holder has delivered

Appears in 1 contract

Samples: Amerco /Nv/

Payment of Principal and Interest. The principal of the Notes shall be due at Stated Maturity, unless earlier redeemed. The principal amount of the Notes shall bear interest at the rate of 3.250% per annum until paid or duly provided for, such interest to accrue from the Original Issue Date or from the most recent Interest Payment Date on which interest has been paid or duly provided for. Subject to Section 307 of the Original Indenture, interest shall be paid semi-annually in arrears on each Interest Payment Date to the Person or Persons in whose name the Notes are registered on the Regular Record Date for such Interest Payment Date; provided that interest payable at the Stated Maturity of principal or on a Redemption Date as provided herein shall be paid to the Person to whom principal is payable. The Company shall pay interest on overdue principal and premium, if any, from time to time on demand at the same rate; and it shall pay interest on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at Notes shall include interest accrued to but excluding the close of business respective Interest Payment Dates. Interest payments for the Notes shall be computed and paid on the 15th calendar basis of a 360-day (whether or year of twelve 30-day months. If any date on which interest is payable on the Notes is not a Business Day, then payment of the interest payable on such date shall be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay) prior to any due with the same force and effect as if made on the date for the payment was originally payable. Payment of principal of, premium, if any, and interest on the Notes shall be made in such Note (coin or currency of the “Regular Record Date”)United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of principal of, (i) in premium, if any, and interest on the case of Global Notes, Notes represented by a Paying Agent Global Security shall be made by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment dateDepositary therefor; provided that, and (ii) in the case of Certificated Notespayments of principal and premium, by if any, at maturity or upon redemption, such Global Security is first surrendered to a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on Agent. If any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated NoteNotes are no longer represented by Global Securities, a Holder (i) payments of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date at the Stated Maturity or earlier redemption of Maturity will such Notes shall be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented upon surrender of such Notes to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event payments of Default has occurred and is continuing with respect interest shall be made, at the option of the Company, subject to such Notes and Holders have made a request surrender where applicable, by (A) check mailed to DTC for exchange the address of the Person entitled thereto as such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered address shall appear in the name of, Security Register or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal (B) wire transfer at such place and to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase account at a banking institution in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice United States as may be required designated in writing to the Trustee at least 16 days prior to the date for payment by such exchangethe Person entitled thereto.

Appears in 1 contract

Samples: Supplemental Indenture (DCP Midstream, LP)

Payment of Principal and Interest. Payments The principal of the Notes shall be due at the Stated Maturity (unless earlier redeemed). The unpaid principal amount of the Notes shall bear interest and at the rate of 1.250% per annum, until paid or duly provided for, such interest to accrue from the Original Issue Date. Interest shall be paid semi-annually in arrears on each Interest Payment Date to the Person in whose name the Notes are registered on the Regular Record Date for such Interest Payment Date; provided that interest payable at the Stated Maturity of principal or on a redemption date as provided herein will be made paid to the Holder at Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the address of Holders on such Holder appearing on Regular Record Date and may either be paid to the Register (as defined Person or Persons in this Indenture) whose name the Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date Special Record Date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that defaulted interest to be fixed by the Trustee (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions Section 3.08 of the HolderBase Indenture), such wire transfer notice whereof shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made given to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount accordance with Section 3.08 of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall Base Indenture, or be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Base Indenture. Payments of interest on the Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Notes shall be computed and paid on the basis of a 360-day year of twelve (12) thirty (30)-day months. In the event that any date on which interest is payable on the Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay), in each case with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest on the Notes shall be made at the office of the Paying Agent in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, with any such payment that is due at the Stated Maturity of any Notes, upon redemption or repurchase being made upon surrender of such Notes to the Paying Agent. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Register or (ii) by wire transfer at such place and to such account at a banking institution in the United States as such place and account may be designated in writing to the Trustee at least sixteen (16) days prior to the next scheduled date for payment by the Person entitled thereto. In the event that any date on which principal and interest is payable on the Notes is not a Business Day, then payment of the principal and interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay), in each case with the same force and effect as if made on the date the payment was originally payable.

Appears in 1 contract

Samples: First Supplemental Indenture (Synnex Corp)

Payment of Principal and Interest. Payments The principal of the --------------------------------- Series __ Senior Notes shall be due at the Stated Maturity (unless earlier redeemed). The unpaid principal amount of the Series __ Senior Notes shall bear interest and at the rate of ___ per annum until paid or duly provided for, such interest to accrue from the Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for. Interest shall be paid semi-annually in arrears on each Interest Payment Date to the Person in whose name the Series __ Senior Notes are registered on the Regular Record Date for such Interest Payment Date; provided that interest payable at the Stated Maturity of principal or on a Redemption Date as provided herein will be made paid to the Holder at Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the address of Holders on such Holder appearing on Regular Record Date and may either be paid to the Register (as defined Person or Persons in this Indenture) whose name the Series __ Senior Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date Special Record Date for the payment on of such Note defaulted interest to be fixed by the Trustee (in accordance with Section 307 of the “Regular Record Date”Original Indenture), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds notice whereof shall be given to Holders to an account at a bank located within of the United States as designated by each Holder Series __ Senior Notes not less than fifteen calendar ten (10) days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Special Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteDate, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the Series __ Senior Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture. Payments of interest on the Series __ Senior Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Series __ Senior Notes shall be computed and paid on the basis of a 360-day year of twelve 30-day months. If any date on which interest is payable on the Series __ Senior Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay), in each case with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest on the Series __ Senior Notes shall be made at the office of the Paying Agent in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, with any such payment that is due at the Stated Maturity of any Series __ Senior Notes or on a Redemption Date being made upon surrender of such Series __ Senior Notes to the Paying Agent. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto. If any date on which principal and interest is payable on the Series __ Senior Notes is not a Business Day, then payment of the principal and interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay), in each case with the same force and effect as if made on the date the payment was originally payable.

Appears in 1 contract

Samples: Consolidated Natural Gas Co/Va

Payment of Principal and Interest. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) Each Class of Notes (other than the Class P Notes) shall accrue interest payable on any date of Maturity at the Note Interest Rate as set forth in the Transfer and Servicing Agreement, and such interest shall be payable on each Payment Date, subject to the Person to whom principal Section 3.01. Interest shall be payable and computed on each Class of Notes (bother than any Class of LIBOR Notes or Class P Notes) on the first payment basis of interest a 360-day year consisting of twelve 30-day months. Interest shall be computed on any Note originally issued between each Class of LIBOR Notes on the basis of a Regular Record Date for such Note 360-day year and the succeeding Interest Payment Date actual number of days elapsed in each Accrual Period. With respect to each outstanding Class of LIBOR Notes, the Indenture Trustee shall be made determine LIBOR for each applicable Accrual Period on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Notesecond London Business Day prior thereto, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture the Transfer and Servicing Agreement. All interest payments on each Class of Notes (other than the Class P Notes) shall be made pro rata to the Noteholders of such Class entitled thereto. Any installment of interest or principal payable on any Note (other than the Class P Notes) shall be paid on the applicable procedures Payment Date to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date or, upon written request made to the Indenture Trustee at least five Business Days prior to the related Record Date, by the Holder of DTC. PIK Interest will be payable (x) a Note having an initial Note Principal Amount of not less than $2,500,000 by wire transfer in immediately available funds to an account specified in the request and at the expense of such Noteholder, except that, unless Definitive Notes have been issued pursuant to Section 2.10, with respect to Notes represented by one or more Global Notes registered on the Record Date in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by an amount equal wire transfer in immediately available funds to the amount of the PIK Payment account designated by such nominee, except for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased final installment of principal amount) and (y) payable with respect to such Note on a Payment Date or on the applicable Maturity Date for such Class of Notes (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 Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver any such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will checks returned undelivered shall be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made held in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 3.03.

Appears in 1 contract

Samples: Indenture (Sasco Mortgage Loan Trust Series 2004-Gel2)

Payment of Principal and Interest. Payments The unpaid principal amount of the Securities shall bear interest at the variable rate equal to LIBOR plus 3.10% per annum until paid or duly provided for, such interest to accrue from the Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, and any overdue principal, premium or Additional Tax Sums and any overdue installment of interest shall bear Additional Interest at the variable rate equal to LIBOR plus 3.10% per annum from the dates such amounts are due until they are paid or funds for the payment thereof are made available for payment. Interest and principal will Additional Interest on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be made paid to the Holder at the address of such Holder appearing on the Register Person in whose name that Security (as defined in this Indentureor one or more Predecessor Securities) is registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”)Date for such interest, (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, except that interest and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest any Additional Interest payable on the Stated Maturity (or any date of Maturity principal repayment upon early maturity) of the principal of a Security or on a Redemption Date shall be payable paid to the Person to whom principal shall be payable and (b) the first is paid. The initial payment of interest on any Note originally Security that is issued between a Regular Record Date for such Note and the succeeding related Interest Payment Date shall be made payable as provided in such Security. Any interest on the any Security that is due and payable, but is not timely paid or duly provided for, on any Interest Payment Date following for Securities (herein called "Defaulted Interest") shall forthwith cease to be payable to the next succeeding registered Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in paragraph (i) or (ii) below: The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Note of Defaulted Interest (a "Special Record Date"), which shall be fixed in the Holderfollowing manner. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar At least thirty (30) days prior to the applicable payment date. In the event that payment is so made in accordance with instructions date of the Holderproposed payment, the Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such wire transfer money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest, which shall be not more than fifteen (15) days and not less than ten (10) days prior to the date of the proposed payment and not less than ten (10) days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class, postage prepaid, to each Holder of a Security at the address of such Holder as it appears in the Securities Register not less than ten (10) days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities (or their respective Predecessor Securities) are registered on such Special Record Date; or The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed and, upon such notice as may be required by such exchange (or by the Trustee if the Securities are not listed), if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such payment shall be deemed to constitute full and complete payment practicable by the Trustee. Payments of such principal, premium and/or interest on the NotesSecurities shall include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Securities shall be computed and paid on the basis of a 360-day year and the actual number of days elapsed in the relevant interest period. Payment of principal of, premium, if any, and interest on the Securities shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of principal, premium, if any, and interest due with respect to any Certificated Note on any date at the Maturity of Maturity will such Securities shall be made in immediately available funds at the Place of Payment upon surrender of such Note at Securities to the specified office of any Paying Agent with respect and payments of interest shall be made subject to that Note and accompanied such surrender where applicable, by wire transfer instructions; provided that the Certificated Note is presented at such place and to such account at a banking institution in the United States as may be designated in writing to the Paying Agent in time at least ten (10) Business Days prior to the date for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne payment by the Holders in respect of which such payments are made Person entitled thereto unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is proper written transfer instructions have not appointed been received by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, in which case such payments shall be made by increasing check mailed to the address of such Person as such address shall appear in the Security Register. Notwithstanding the foregoing, so long as the holder of this Security is the Property Trustee, the payment of the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amountand premium if any) and interest (yincluding any overdue installment of interest and Additional Tax Sums, if any) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form this Security will be dated as of the applicable Interest Payment Date made at such place and will bear interest from and after to such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice account as may be required designated by the Property Trustee. Subject to the foregoing provisions of this Section 3.1, each Security delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such exchangeother Security.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Summit Bank Corp)

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Payment of Principal and Interest. Payments Unless the Series 2023A Notes are converted pursuant to Article 2 of this Twenty-Seventh Supplemental Indenture or are purchased or subject to purchase under the Fundamental Change Purchase Right provisions of Article 3 of this Twenty-Seventh Supplemental Indenture, the principal amount of, and all accrued and unpaid interest, if any, on the Series 2023A Notes shall be due at the Stated Maturity. The unpaid principal amount of the Series 2023A Notes shall bear interest and principal will at the rate of 3.875% per annum until paid or duly provided for or until the earlier conversion or repurchase. Interest shall be made paid semiannually in arrears on each Interest Payment Date to the Holder at Person in whose name the address of such Holder appearing on the Register (as defined in this Indenture) Series 2023A Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date for such Interest Payment Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder provided that interest payable at the address of such Holder; provided, however, that (a) interest payable on any date of Stated Maturity shall will be payable paid to the Person to whom principal shall is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable and (b) to the first payment of interest Holders on any Note originally issued between a such Regular Record Date for such Note and may either be paid to the succeeding Interest Payment Date shall be made Person or Persons in whose name the Series 2023A Notes are registered at the close of business on the Interest Payment Date following the next succeeding Regular a Special Record Date for the payment of such Note defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Series 2023A Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen ten (10) calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteSpecial Record Date, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the Series 2023A Notes may shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture. Payments of interest on the Series 2023A Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Series 2023A Notes shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any Fundamental Change Purchase Date or any date on which interest is payable on the Series 2023A Notes (including the Stated Maturity) is not a Business Day, then payment of the principal or interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest due at the Stated Maturity of the Series 2023A Notes, payment of the Fundamental Change Purchase Price and payments and deliveries required upon conversion of any Series 2023A Note shall be made upon surrender of the Series 2023A Notes at the Corporate Trust Office of the Trustee. The principal of and interest on the Series 2023A Notes, the Fundamental Change Purchase Price and all cash payable upon conversion of a Series 2023A Note shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer or other electronic transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) calendar days prior to the date for payment by the Person entitled thereto. Unless the context otherwise requires, any reference to interest on, or in respect of, any Series 2023A Note in this Twenty-Seventh Supplemental Indenture shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to Section 1.09(e) or Section 1.14 hereof. Unless the context otherwise requires, any express mention of Additional Interest in any provision hereof shall not be construed as excluding Additional Interest in those provisions hereof where such express mention is not made.

Appears in 1 contract

Samples: Southern Co

Payment of Principal and Interest. Payments of interest Interest (and principal will principal, if any, payable other than at Stated Maturity or upon acceleration or repurchase) shall be made payable in immediately available funds to the Holder at the address of such Holder appearing on the Register (as defined Person in this Indenture) whose name a Security is registered at the close of business on the 15th calendar day (whether Record Date next preceding each Payment Date notwithstanding the cancellation of such Security upon any transfer or not a Business Day) exchange thereof subsequent to such Regular Record Date and prior to any due date for the payment on such Note (the “Regular Record Payment Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, provided that (a) interest payable on any date of at Stated Maturity or upon acceleration or repurchase shall be payable to the Person to whom principal will be payable; and provided further, that if and to the extent IRSA defaults in the payment of the interest, including any Additional Amounts, due on such Payment Date, such defaulted interest, including any Additional Amounts, shall be payable and (b) paid to the first payment Person in whose names such Securities are registered at the end of interest a subsequent record date established by IRSA by notice given by or on any Note originally issued between a Regular Record Date for such Note and behalf of IRSA to the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note Holders of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note Securities not less than fifteen calendar (15) days prior to the applicable payment preceding such special record date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall record date to be deemed to constitute full and complete not less than fifteen (15) days preceding the date of payment in respect of such principal, premium and/or interest on the Notesdefaulted interest. Payment of the principal, principal of and any premium, if any, Additional Amounts and interest due with other amounts on or in respect to of any Certificated Note on any date of Security at Stated Maturity will or upon acceleration or repurchase shall be made to the registered Holder on such date in immediately available funds to the person in whose name such Security is registered upon presentation (and if final payment) surrender of such Note Security at the Corporate Trust Office or at the specified office of any other Paying Agent with respect to that Note and accompanied by wire transfer instructionsAgent; provided that the Certificated Note Security is presented to such the Paying Agent in time for such the Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay Payments of the principal of and any administrative costs imposed by banks in connection with making payments by wire transferpremium, but any taxinterest, assessment Additional Amounts and other amounts on or governmental charge imposed upon payments will be borne by the Holders in respect of which Securities to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if address of the Note is a Global Note deposited with a custodian for, and registered Person entitled thereto as it appears in the name of a nominee of, The Depository Trust Company Register; provided that (“DTC”), principal and interest payments on the Note will be made to a) DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes Global Securities, shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable entitled to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Actreceive payments of interest by wire transfer of immediately available funds, and (b) a successor depositary Holder of at least US$1,000,000 in aggregate principal or face amount of Securities shall 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 United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is not appointed by the Issuer within ninety calendar days, or (ii) an Event due. Payments of Default has occurred and is continuing interest with respect to any Payment Date will include interest accrued to but excluding such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTCPayment Date. PIK Interest will be payable calculated on the basis of a 360-day year consisting of twelve (x12) with respect to Notes represented by one or more Global Notes registered months of thirty (30) days each and, in the name ofcase of an incomplete month, or held bythe number of days elapsed. If any Payment Date is not a Business Day, DTC or its nominee such Payment Date shall be the next Business Day succeeding such Business Day with the same force and effect as if made on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) due date and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear no interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form payment will be dated as of the applicable Interest Payment Date and will bear interest accrue from and after such due date. Excess Cash Payments made to Holders In the event of any foreign exchange restriction or prohibition in Argentina, IRSA shall applymake any and all payments in respect of interest on, on a dollar-for-dollar basisor principal of, the Securities, to reduce the outstanding principal amount of the Notes extent permitted by applicable law, in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed U.S. dollars by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.:

Appears in 1 contract

Samples: First Supplemental Indenture (Irsa Investments & Representations Inc)

Payment of Principal and Interest. The principal of the Notes shall be due at Stated Maturity, unless earlier redeemed. The principal amount of the Notes shall bear interest at the rate of 4.150% per annum until paid or duly provided for, such interest to accrue from the Original Issue Date or from the most recent Interest Payment Date on which interest has been paid or duly provided for. Subject to Section 307 of the Original Indenture, interest shall be paid semi-annually in arrears on each Interest Payment Date to the Person or Persons in whose name the Notes are registered on the Regular Record Date for such Interest Payment Date; provided, that interest payable at the Stated Maturity of principal or on a Redemption Date as provided herein shall be paid to the Person to whom principal is payable. The Company shall pay interest on overdue principal and premium, if any, from time to time on demand at the same rate; and it shall pay interest on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at Notes shall include interest accrued to but excluding the close of business respective Interest Payment Dates. Interest payments for the Notes shall be computed and paid on the 15th calendar basis of a 360-day (whether or year of twelve 30-day months. If any date on which interest is payable on the Notes is not a Business Day, then payment of the interest payable on such date shall be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay) prior to any due with the same force and effect as if made on the date for the payment was originally payable. Payment of principal of, premium, if any, and interest on the Notes shall be made in such Note (coin or currency of the “Regular Record Date”)United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of principal of, (i) in premium, if any, and interest on the case of Global Notes, Notes represented by a Paying Agent Global Security shall be made by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment dateDepositary therefor; provided, and (ii) that in the case of Certificated Notespayments of principal and premium, by if any, at maturity or upon redemption, such Global Security is first surrendered to a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on Agent. If any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated NoteNotes are no longer represented by Global Securities, a Holder (i) payments of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date at the Stated Maturity or earlier redemption of Maturity will such Notes shall be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented upon surrender of such Notes to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event payments of Default has occurred and is continuing with respect interest shall be made, at the option of the Company, subject to such Notes and Holders have made a request surrender where applicable, by (A) check mailed to DTC for exchange the address of the Person entitled thereto as such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered address shall appear in the name of, Security Register or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal (B) wire transfer at such place and to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase account at a banking institution in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice United States as may be required designated in writing to the Trustee at least 16 days prior to the date for payment by such exchangethe Person entitled thereto.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Enable Midstream Partners, LP)

Payment of Principal and Interest. Payments The principal of the Notes shall be due at the Stated Maturity (unless earlier redeemed). The unpaid principal amount of the Notes shall bear interest and at the rate of 6.650% per annum, until paid or duly provided for, such interest to accrue from the Original Issue Date. Interest shall be paid semi-annually in arrears on each Interest Payment Date to the Person in whose name the Notes are registered on the Regular Record Date for such Interest Payment Date; provided that interest payable at the Stated Maturity of principal or on a redemption date as provided herein will be made paid to the Holder at Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the address of Holders on such Holder appearing on Regular Record Date and may either be paid to the Register (as defined Person or Persons in this Indenture) whose name the Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date Special Record Date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that defaulted interest to be fixed by the Trustee (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions Section 3.08 of the HolderBase Indenture), such wire transfer notice whereof shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made given to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount accordance with Section 3.08 of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall Base Indenture, or be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Base Indenture. Payments of interest on the Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Notes shall be computed and paid on the basis of a 360-day year of twelve (12) thirty (30)-day months. In the event that any date on which interest is payable on the Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay), in each case with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest on the Notes shall be made at the office of the Paying Agent in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, with any such payment that is due at the Stated Maturity of any Notes, upon redemption or repurchase being made upon surrender of such Notes to the Paying Agent. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Register or (ii) by wire transfer at such place and to such account at a banking institution in the United States as such place and account may be designated in writing to the Trustee at least sixteen (16) days prior to the next scheduled date for payment by the Person entitled thereto. In the event that any date on which principal and interest is payable on the Notes is not a Business Day, then payment of the principal and interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay), in each case with the same force and effect as if made on the date the payment was originally payable.

Appears in 1 contract

Samples: First Supplemental Indenture (Concentrix Corp)

Payment of Principal and Interest. Payments The unpaid principal amount of the Notes shall bear interest and at the rate of ___% per annum until paid or duly provided for. Interest shall be paid quarterly in arrears on each Interest Payment Date to the Person in whose name the Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest payable at the Stated Maturity of principal or on a Redemption Date as provided herein will be made paid to the Holder at Person to whom principal is payable. So long as an Extension Period is not occurring, any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the address of Holders on such Holder appearing on Regular Record Date and may either be paid to the Register (as defined Person or Persons in this Indenture) whose name the Notes are registered at the close of business on a Special Record Date for the 15th calendar payment of such defaulted interest to be fixed by the Trustee ("Special Record Date"), notice whereof shall be given to Holders of the Notes not less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Notes shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Indenture. Payments of interest on the Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Notes shall be computed and paid on the basis of a 360-day (whether or year of twelve 30-day months. In the event that any date on which interest is payable on the Notes is not a Business Day) prior to any due date for , then a payment of the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on such date will be made on the next succeeding day that is a Business Day (and without any date interest or other payment in respect of Maturity shall be payable to any such delay), except that, if such Business Day is in the Person to whom principal shall be payable and (b) the first next succeeding calendar year, such payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following immediately preceding Business Day, in each case with the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only same force and effect as if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notesdate the payment was originally payable. Payment of the principal, premium, if any, and interest (including Additional Interest, if any) due with respect to any Certificated Note on any date at the Stated Maturity or earlier redemption of Maturity will the Notes shall be made in immediately available funds upon surrender of such Note the Notes at the specified office Corporate Trust Office of the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest (including interest on any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented Interest Payment Date) will be made, subject to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfersurrender where applicable, but any tax, assessment or governmental charge imposed upon payments will be borne by at the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder option of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if Company, (i) DTC notifies by check mailed to the Issuer that it is unwilling or unable to continue address of the Person entitled thereto as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under address shall appear in the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, Security Register or (ii) an Event of Default has occurred by wire transfer at such place and is continuing with respect to such Notes and Holders have made account at a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered banking institution in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal United States as may be designated in writing to the amount of the PIK Payment for the applicable Interest Period Trustee at least sixteen (rounded up 16) days prior to the nearest whole Dollar) (it being understood that subsequent interest payments on date for payment by the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar)Person entitled thereto. The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record dateCompany shall pay, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear additional interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, when due to the Issuer United States or any other taxing authority, the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures amounts set forth below or in any lawful manner not inconsistent with clause (i) of the requirements definition of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeAdditional Interest.

Appears in 1 contract

Samples: Commonwealth Edison Co

Payment of Principal and Interest. Payments Interest on each Series of Notes shall accrue and be payable as provided in the applicable Series Supplement. Unless otherwise provided in the applicable Series Supplement, any installment of interest payable on any Note shall be punctually paid or duly provided for by a deposit by or on behalf of the Issuer into the Note Distribution Account established for such Series on the applicable Payment Date and principal will shall be made paid to the Holder at the address of such Holder appearing on the Register (as defined Person in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on whose name such Note (or one or more Predecessor Notes) is registered on the “Regular applicable Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds check mailed first-class, postage prepaid to Holders to an account at a bank located within such Person's address as it appears on the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of Note Register on such HolderRecord Date; provided, however, that (a) interest that, with respect to Book-Entry Notes registered on the applicable Record Date in the name of the Clearing Agency or its nominee for which Definitive Notes have not been issued pursuant to Section 2.12, payment shall be made by wire transfer in immediately available funds to the account designated by such Holder. The principal of each Series of Notes shall be payable as provided in the applicable Series Supplement. All principal payments on each Series of Notes shall be made pro rata to the Noteholders of such Series entitled thereto unless otherwise provided in the related Series Supplement. Unless otherwise provided in the applicable Series Supplement, any installment of principal payable on any date Note shall be punctually paid or duly provided for by a deposit by or on behalf of Maturity the Issuer into the Note Distribution Account established for such Series on the applicable Payment Date and shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the applicable Record Date, by check mailed first-class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date; provided, however, that, with respect to Book-Entry Notes registered on the Record Date in the name of the Clearing Agency or its nominee for which Definitive Notes have not been issued pursuant to Section 2.12, payment shall be made by wire transfer in immediately available funds to the account designated by such Holder, except for the final installment of principal on any such Note and the Redemption Price for any Notes, if so called, which, in each case, shall be payable to the Person to whom as provided herein. The funds represented by any such checks in respect of interest or principal returned undelivered shall be payable held in accordance with Section 3.3. With respect to any Payment Date on which the final installment of principal and (b) the first payment of interest on any Note originally issued between a Regular Series of Notes is to be paid, the Indenture Trustee shall notify each Noteholder of such Series of Notes as of the Record Date for such Note and the succeeding Interest Payment Date of the fact that the final installment of principal of and interest on such Note is to be paid on such Payment Date. With respect to Book-Entry Notes for which Definitive Notes have not been issued, such notice shall be made sent on the Interest Business Day prior to such Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Noteby facsimile, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent and with respect to Definitive Notes, such Note notice shall be sent not less later than fifteen calendar days prior to the applicable payment date. In the event that payment is so made three Business Days after such Record Date in accordance with instructions of the HolderSection 11.5(a), and, in each case, shall specify that such wire transfer final installment shall be deemed to constitute full payable only upon presentation and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at and shall specify the specified office place where such Note may be presented and surrendered for payment of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal proceduresinstallment. The Indenture Trustee shall not be liable for any failure to provide notice to the Noteholders as required pursuant to this Section 2.7(c) to the extent it has not received notice of such expected final Payment Date from the Issuer will pay any administrative costs imposed by banks not later than two Business Days after the Record Date. Notices in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect redemptions of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable mailed to continue Noteholders as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 10.2.

Appears in 1 contract

Samples: Servicing Agreement (Navistar Financial Corp)

Payment of Principal and Interest. Payments Each Class of Notes shall accrue interest at the Note Interest Rate as set forth in the Sale and Servicing Agreement, and such interest shall be payable on each Payment Date, subject to Section 3.01. Interest shall be computed on each Class of Notes on the basis of a 360-day year consisting of twelve 30-day months. With respect to each outstanding Class of Notes, the Master Servicer shall determine LIBOR for each applicable Accrual Period on the second London Business Day prior thereto, in accordance with the provisions of the Sale and Servicing Agreement. All interest payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. Any installment of interest or principal payable on any Note shall be paid on the applicable Payment Date to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date or, upon written request made to the Indenture Trustee at least five Business Days prior to the related Record Date, by the Holder of a Note by wire transfer in immediately available funds to an account specified in the request and principal at the expense of such Noteholder, except that, unless Definitive Notes have been issued pursuant to Section 2.11, 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.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee, except for the final installment of principal payable with respect to such Note on a Payment Date or on the applicable Maturity Date for such Class of Notes (and except for the Redemption Price for any Note being redeemed pursuant to Section 10.01(b) hereof or the Note Purchase Price for any Note being purchased pursuant to the Optional Notes Purchase Right pursuant to Section 10.01(a) hereof), 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. The principal of each Note shall be payable in installments on each Payment Date as provided in the Sale and Servicing Agreement and in the forms of the Notes set forth in Exhibit A hereto. Notwithstanding the foregoing, the entire unpaid principal amount of a Class of Notes, together with unpaid Deferred Amounts, shall be due and payable, if not previously paid, on the earlier of (i) the applicable Maturity Date, (ii) the applicable Redemption Date, (iii) following an Optional Termination pursuant to Section 7.03 of the Sale and Servicing Agreement, or (iv) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the Majority Highest Priority Class Noteholders shall have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 hereof. In addition, if the Optional Notes Purchase Right is exercised, and the Note Purchase Price in connection therewith is provided to the Indenture Trustee in accordance with Section 10.01 hereof, the then Holder at of the address Notes shall also receive its proportionate share of the Note Purchase Price as provided in Section 10.01 hereof. On each Payment Date, all principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Holder appearing Class entitled thereto based on their respective Note Principal Amounts immediately prior to such Payment Date. The Indenture Trustee shall notify the Register (as defined Person in this Indenture) whose name a Note is registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for Record Date preceding the payment Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note (the “Regular Record Date”), (i) in the case of Global Notes, will be paid. Such notice shall be mailed or transmitted by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days facsimile prior to the applicable payment date, such final Payment Date and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of shall specify that such Holder; provided, however, that (a) interest payable on any date of Maturity shall final installment will be payable to the Person to whom principal shall be payable only upon presentation and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at and shall specify the specified office place where such Note may be presented and surrendered for payment of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal proceduresinstallment. The Issuer will pay any administrative costs imposed by banks Notices in connection with making payments by wire transfer, but any tax, assessment redemptions of Notes or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder exercise of the Note in accordance with DTC’s applicable procedures. Optional Notes Purchase Right shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable mailed to continue Noteholders as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 10.02 hereof.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Structured Asset Sec Corp Thornburg Mort Sec Trust 2003 6)

Payment of Principal and Interest. Payments The unpaid principal amount of the Series F Notes shall bear interest and at the rate of 7.125% per annum until paid or duly provided for. Interest shall be paid quarterly in arrears on each Interest Payment Date to the Person in whose name the Series F Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest payable at the Stated Maturity of principal or on a Redemption Date as provided herein will be made paid to the Holder at Person to whom principal is payable. So long as an Extension Period is not occurring, any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the address of Holders on such Holder appearing on Regular Record Date and may either be paid to the Register (as defined Person or Persons in this Indenture) whose name the Series F Notes are registered at the close of business on a Special Record Date for the 15th calendar payment of such defaulted interest to be fixed by the Trustee ("Special Record Date"), notice whereof shall be given to Holders of the Series F Notes not less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Series F Notes shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture. Payments of interest on the Series F Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Series F Notes shall be computed and paid on the basis of a 360-day (whether or year of twelve 30-day months. In the event that any date on which interest is payable on the Series F Notes is not a Business Day) prior to any due date for , then a payment of the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any such date of Maturity shall will be payable to made on the Person to whom principal shall be payable and (b) next succeeding day that is a Business Day, except that, if such Business Day is in the first next succeeding calendar year, such payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following immediately preceding Business Day, in each case with the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only same force and effect as if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notesdate the payment was originally payable. Payment of the principal, premium, if any, and interest (including Additional Interest, if any) due with respect to any Certificated Note on any date at the Stated Maturity or earlier redemption of Maturity will the Series F Notes shall be made in immediately available funds upon surrender of such Note the Series F Notes at the specified office Corporate Trust Office of the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest (including interest on any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented Interest Payment Date) will be made, subject to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfersurrender where applicable, but any tax, assessment or governmental charge imposed upon payments will be borne by at the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder option of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if Company, (i) DTC notifies by check mailed to the Issuer that it is unwilling or unable to continue address of the Person entitled thereto as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under address shall appear in the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, Security Register or (ii) an Event of Default has occurred by wire transfer at such place and is continuing with respect to such Notes and Holders have made account at a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered banking institution in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal United States as may be designated in writing to the amount of the PIK Payment for the applicable Interest Period Trustee at least sixteen (rounded up 16) days prior to the nearest whole Dollar) (it being understood that subsequent interest payments on date for payment by the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar)Person entitled thereto. The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record dateCompany shall pay, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of additional interest on the Notes or (y) default in a payment of principal owing at Maturity on the Series F Notes, when due to the Issuer United States or any other taxing authority, the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures amounts set forth below or in any lawful manner not inconsistent with clause (i) of the requirements definition of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeAdditional Interest.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Southern Co)

Payment of Principal and Interest. Payments The principal of the Series A Senior Notes shall be due at the Stated Maturity (unless earlier redeemed). The unpaid principal amount of the Series A Senior Notes shall bear interest and at the rate of 5.00% per annum until paid or duly provided for, such interest to accrue from the Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for. Interest shall be paid semi-annually in arrears on each Interest Payment Date to the Person in whose name the Series A Senior Notes are registered on the Regular Record Date for such Interest Payment Date; provided that interest payable at the Stated Maturity of principal or on a Redemption Date as provided herein will be made paid to the Holder at Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the address of Holders on such Holder appearing on Regular Record Date and may either be paid to the Register (as defined Person or Persons in this Indenture) whose name the Series A Senior Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date Special Record Date for the payment on of such Note defaulted interest to be fixed by the Trustee (in accordance with Section 307 of the “Regular Record Date”Base Indenture), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds notice whereof shall be given to Holders to an account at a bank located within of the United States as designated by each Holder Series A Senior Notes not less than fifteen calendar ten (10) days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Special Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteDate, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the Series A Senior Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Base Indenture. Payments of interest on the Series A Senior Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Series A Senior Notes shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on the Series A Senior Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay), in each case with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest on the Series A Senior Notes shall be made at the office of the Paying Agent in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, with any such payment that is due at the Stated Maturity of any Series A Senior Notes, upon redemption or repurchase being made upon surrender of such Series A Senior Notes to the Paying Agent. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto. In the event that any date on which principal and interest is payable on the Series A Senior Notes is not a Business Day, then payment of the principal and interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay), in each case with the same force and effect as if made on the date the payment was originally payable.

Appears in 1 contract

Samples: Virginia Electric & Power Co

Payment of Principal and Interest. Payments RAGHSA S. A., a sociedad anónima organized under the laws of the Republic of Argentina (the “Issuer”), promises to pay interest on the principal amount of this Series [•] Note at [•]% per annum commencing on [•], 2023 until maturity. The Issuer shall pay interest semi-annually in arrears on each Interest Payment Date. Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from [•], 2023; provided that the first Interest Payment Date shall be [•], 2023. Interest (and principal principal, if any, payable other than at the final maturity or upon acceleration or redemption) will be made payable in immediately available funds to the Holder at the address of such Holder appearing on the Register (as defined Person in this Indenture) whose name a Note is registered at the close of business on the 15th calendar day (whether Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Notes upon any transfer or not a Business Day) exchange thereof subsequent to such Regular Record Date and prior to any due date for the payment on such Note (the “Regular Record Interest Payment Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder ; provided that interest payable at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall final maturity or upon acceleration or redemption will be payable to the Person to whom principal shall will be payable payable; provided, further, that if and (b) to the first extent the Issuer defaults in the payment of the interest due on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall Date, such defaulted interest will be made paid to the Person in whose names such Notes are registered at the close of business of a subsequent record date established by the Issuer by notice given by mail by or on the Interest Payment Date following the next succeeding Regular Record Date for such Note behalf of the Holder. For any Certificated Note, a Holder Issuer to the Holders of U.S.$1,000,000 or more in aggregate principal amount of the Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar (15) days prior to the applicable payment preceding such subsequent record date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall record date to be deemed to constitute full and complete not less than fifteen (15) days preceding the date of payment in respect of such principal, premium and/or interest defaulted interest. Interest will be computed on the Notesbasis of a 360-day year comprised of twelve 30-day months. Payment of the principal, principal of and any premium, if anyinterest, Additional Amounts and interest due with other amounts on or in respect to of any Certificated registered Note on any date of Maturity at the final maturity or upon redemption or acceleration will be made in immediately available funds to the person in whose name such Note is registered upon surrender of such Note at the Corporate Trust Office of the Trustee in the Borough of Manhattan, New York City, or at the specified office of any other Paying Agent with respect to that Note and accompanied by wire transfer instructionsAgent; provided that the Certificated registered Note is presented to such the Paying Agent in time for such the Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay Payments of the principal of and any administrative costs imposed by banks in connection with making payments by wire transferpremium, but any taxinterest, assessment Additional Amounts and other amounts on or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are registered Notes to be made unless otherwise provided herein. Notwithstanding anything to other than at the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note final maturity or upon redemption will be made by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) DTC, as holder of the Registered Global Notes, shall be entitled to receive payments of interest by wire transfer of immediately available funds and (b) a Holder of the Note U.S.$1,000,000 in accordance with DTC’s applicable procedures. aggregate principal or face amount of Notes shall be issued 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 certificated form the United States as may have been appropriately designated by such person to the Trustee in exchange for a Global Note only if writing no later than fifteen (i15) DTC notifies days prior to the Issuer that it date such payment is unwilling or unable to continue as depositary for due. Unless such Global Notedesignation is revoked, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed any such designation made by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing such Holder with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided shall remain in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) effect with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest any future payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to such Notes represented by Certificated Notespayable to such Holder. If any principal payment date, by issuing additional Certificated the final maturity or any interest payment date for the Notes (“PIK Notes”) in certificated form falls on a day which is not a Business Day, payment of principal of and any premium, interest and Additional Amounts, with respect to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof be made on the relevant record date, next succeeding Business Day with the same force and effect as shown by if made on the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear due date and no interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form payment will be dated as of the applicable Interest Payment Date and will bear interest accrue from and after such due date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.

Appears in 1 contract

Samples: Indenture (Raghsa S.A.)

Payment of Principal and Interest. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) The Notes shall accrue interest payable on any date of Maturity at the Note Rate set forth in the Sale and Servicing Agreement, and such interest shall be payable on each Payment Date, subject to Section 3.01. Interest shall be computed on the Notes on the basis of a 360-day year and the actual number of days elapsed in each Interest Accrual Period. With respect to the Person to whom principal Notes, the Indenture Trustee shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date determine LIBOR for such Note and the succeeding each applicable Interest Payment Date shall be made Accrual Period on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Notesecond London Business Day prior thereto, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount Section 5.02 of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent Sale and Servicing Agreement. All interest payments on the Notes shall be calculated based made pro rata to the Noteholders entitled thereto. Any installment of interest or principal payable on the Notes shall be paid on the applicable Payment Date to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such increased principal amount) Record Date or, upon written request made to the Indenture Trustee at least five Business Days prior to the related Record Date, by the Holder of any Note, by wire transfer in immediately available funds to an account specified in the request and (y) at the expense of such Noteholder, except that, unless Definitive Notes have been issued pursuant to Section 2.10, 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.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee, and provided further that the final installment of principal payable with respect to any Note on a Payment Date or on the applicable Final Scheduled Payment Date for the Notes (and except for the Optional Redemption Price if the Notes are called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver any such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will checks returned undelivered shall be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made held in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 3.03.

Appears in 1 contract

Samples: IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series 2007-H1

Payment of Principal and Interest. Payments The principal of the --------------------------------- Series A Senior Notes shall be due at the Stated Maturity (unless earlier redeemed). The unpaid principal amount of the Series A Senior Notes shall bear interest and at the rate of 5.75% per annum until paid or duly provided for, such interest to accrue from the Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for. Interest shall be paid semi-annually in arrears on each Interest Payment Date to the Person in whose name the Series A Senior Notes are registered on the Regular Record Date for such Interest Payment Date; provided that interest payable at the Stated Maturity of principal or on a Redemption Date as provided herein will be made paid to the Holder at Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the address of Holders on such Holder appearing on Regular Record Date and may either be paid to the Register (as defined Person or Persons in this Indenture) whose name the Series A Senior Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date Special Record Date for the payment on of such Note defaulted interest to be fixed by the Trustee (in accordance with Section 307 of the “Regular Record Date”Original Indenture), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds notice whereof shall be given to Holders to an account at a bank located within of the United States as designated by each Holder Series A Senior Notes not less than fifteen calendar ten (10) days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Special Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteDate, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the Series A Senior Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture. Payments of interest on the Series A Senior Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Series A Senior Notes shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on the Series A Senior Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay), in each case with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest on the Series A Senior Notes shall be made at the office of the Paying Agent in such currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, with any such payment that is due at the Stated Maturity of any Series A Senior Notes or on Redemption Date being made upon surrender of such Series A Senior Notes to the Paying Agent. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto. In the event that any date on which principal and interest is payable on the Series A Senior Notes is not a Business Day, then payment of the principal and interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay), in each case with the same force and effect as if made on the date the payment was originally payable.

Appears in 1 contract

Samples: Virginia Electric & Power Co

Payment of Principal and Interest. The Notes shall bear interest at the per annum rate of 7-1/4%. The following terms apply to the Notes: Interest shall be paid quarterly in arrears on each Interest Payment Date commencing on the Interest Payment Date next succeeding the Original Issue Date and, if applicable, on the Maturity Date or date of earlier redemption, as the case may be. Payments of interest on the Notes will include interest accrued from, and principal including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for (or from, and including, the Original Issue Date if no interest has been paid or duly provided for) to, but excluding, the applicable Interest Payment Date or the Maturity Date or date of earlier redemption, as the case may be. Interest payments for the Notes shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will be made paid to the Holder at Holder(s) of the address Notes as of the Regular Record Date for such Holder appearing Interest Payment Date. Any such interest that is not so punctually paid or duly provided for on any Interest Payment Date will forthwith cease to be payable to the Register (Holders of the particular series of Notes as defined of the close of business on such Regular Record Date and may either be paid to the Person or Persons in this Indenture) whose name such Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date Special Record Date for the payment on of such Note defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of the particular series of Notes by the Trustee not less than fifteen (the “Regular 15) days prior to such Special Record Date”), (i) or be paid at any time in any other lawful manner, all as more fully provided in the Base Indenture. Payment of the principal of and any interest on the Notes due on the Maturity Date or date of earlier redemption, as the case may be, shall be made in immediately available funds, in such coin or currency of Global Notesthe United States of America as at the time of payment is legal tender for payment of public and private debts, upon presentation and surrender of the applicable Notes at the office or agency maintained by a Paying Agent the Company for that purpose in the Borough of Manhattan, The City of New York, currently the office of the Trustee located at 100 Wall Street, Suite 2000, New York, New York 10005, or at such oxxxx xxxxxx xxxxxx xx xxx Xxxxxxx xx Xxxxxxxxx, Xxx City of New York, as the Company may determine. Payment of interest due on any Interest Payment Date other than the Maturity Date or date of earlier redemption will be made by wire transfer of immediately available funds at such place and to Holders to an such account at a bank located within banking institution in the United States as may be designated in wire transfer instructions received in writing by each Holder not less than fifteen calendar the Trustee at least sixteen (16) days prior to such Interest Payment Date. Any such wire transfer instructions received by the applicable payment date, and (ii) Trustee shall remain in the case of Certificated Notes, effect until revoked by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided. In the event that any Interest Payment Date or the Maturity Date or date of earlier redemption falls on a day that is not a Business Day, however, that (a) the required payment of principal and/or interest payable on any such date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following next succeeding Business Day except that, if such Business Day is in the next succeeding Regular Record Date for calendar year, payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date such Note of the Holder. For any Certificated Notepayment was due, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent and no interest shall accrue with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest period from and after such date. Excess Cash Payments made to Holders shall applyInterest Payment Date or the Maturity Date or date of earlier redemption, on a dollar-for-dollar basisas the case may be, to reduce the outstanding principal amount date of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature such payment on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangenext succeeding Business Day.

Appears in 1 contract

Samples: Indenture (Indiana Gas Co Inc)

Payment of Principal and Interest. The Notes will mature at par on June 27, 2029. Payments of interest and principal will be made to the Holder at the address of such Holder Holders appearing on the Register (as defined in this the Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment of interest on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen 15 calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer to a U.S. Dollar account maintained by the payee with a bank located within the United States but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen 15 calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office Specified Office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders of the Notes in respect of which such payments are made unless otherwise provided hereinmade. Notwithstanding anything to the contrary in this Article 2Section 3, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered registered Holder of the Note in accordance with DTC’s 's applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default Guarantor defaults in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, Guarantor will pay the Defaulted Interest defaulted interest (as defined belowplus interest on such defaulted interest at the rate specified in Section 5(a) in accordance with to the procedures set forth below or extent lawful) in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange. The Issuer or the Guarantor may pay the defaulted interest to the Persons who are Holders on a subsequent special record date, which date will be at least five Business Days prior to the payment date of such defaulted interest. The Issuer or the Guarantor will fix or cause to be fixed such special record date and payment date, and, at least 15 days before any such special record date, the Issuer or the Guarantor will deliver to each Holder, with a copy to the Trustee, a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Appears in 1 contract

Samples: Supplemental Indenture

Payment of Principal and Interest. Said interest shall be computed hereunder based on a 360-day year and paid for the actual number of days elapsed for any whole or partial month for which interest is being calculated. In computing the number of days during which interest accrues, the day on which funds are initially advanced shall be included regardless of the time of day such advance is made, and the day on which funds are repaid shall be included unless repayment is credited prior to close of business. Payments in federal funds immediately available in the place designated for payment received by Lender prior to 2:00 p.m. local time at said place of interest and principal will payment shall be made credited prior to the Holder close of business, while other payments may, at the address option of such Holder appearing Lender, not be credited until immediately available to Lender in federal funds in the place designated for payment prior to 2:00 p.m. local time at said place of payment on a day on which Lender is open for business. Such principal and interest shall be payable in equal consecutive monthly installments of $457,985.50 each, beginning on the Register first day of the second full calendar month following the date of the advance of the principal amount evidenced by this Note (or on the first day of the first full calendar month following the date of the advance of the principal amount evidenced by this Note if such date is the first day of a calendar month), and continuing on the first day of each and every month thereafter (or if such day is not a Business Day (as defined in the Cash Management Agreement) on the first Business Day thereafter) until November 1, 2008 (the "Maturity Date"), at which time the entire outstanding principal balance hereof, together with all accrued but unpaid interest thereon, shall be due and payable in full. Each such monthly installment shall be applied first to the payment of accrued interest and then to reduction of principal. If the advance of the principal amount evidenced by this Indenture) Note is made on a date other than the first day of a calendar month, then Xxxxxxxx shall pay to Lender contemporaneously with the execution hereof interest at the close foregoing interest rate for a period from the date hereof through and including the last day of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) month in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders which this note is funded. All payments delivered to an account at a bank located within or reserve under the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer Cash Management Agreement shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect be delivered to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeLender.

Appears in 1 contract

Samples: American Real Estate Investment Corp

Payment of Principal and Interest. Payments The principal of the Series 2015A Notes shall be due at Stated Maturity (unless earlier redeemed). The unpaid principal amount of the Series 2015A Notes shall bear interest and principal will at the rate of 2.750% per annum until paid or duly provided for. Interest shall be made paid semiannually in arrears on each Interest Payment Date to the Holder at Person in whose name the address of such Holder appearing on the Register (as defined in this Indenture) Series 2015A Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date for such Interest Payment Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder provided that interest payable at the address of such Holder; provided, however, that (a) interest payable Stated Maturity or on any date of Maturity shall a Redemption Date as provided herein will be payable paid to the Person to whom principal shall is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable and (b) to the first payment of interest Holders on any Note originally issued between a such Regular Record Date for such Note and may either be paid to the succeeding Interest Payment Date shall be made Person or Persons in whose name the Series 2015A Notes are registered at the close of business on the Interest Payment Date following the next succeeding Regular a Special Record Date for the payment of such Note defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Series 2015A Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar ten (10) days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteSpecial Record Date, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the Series 2015A Notes may shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture. Payments of interest on the Series 2015A Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Series 2015A Notes shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on the Series 2015A Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest due at the Stated Maturity or earlier redemption of the Series 2015A Notes shall be made upon surrender of the Series 2015A Notes at the Corporate Trust Office of the Trustee. The principal of and interest on the Series 2015A Notes shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer or other electronic transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto.

Appears in 1 contract

Samples: Southern Co

Payment of Principal and Interest. Payments Each Class of Notes shall accrue interest at the Interest Rate as set forth in the Sale and Servicing Agreement, and such interest shall be payable on each Payment Date, subject to Section 3.01. All interest payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. Any installment of interest or principal payable on any Note shall be paid on the applicable Payment Date to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date or, upon written request made to the Indenture Trustee at least five Business Days prior to the related Record Date, by the Holder of a Note by wire transfer in immediately available funds to an account specified in the request and principal at the expense of such Noteholder, except that, unless Definitive Notes have been issued pursuant to Section 2.11, 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.), payment will be made by wire transfer in immediately available funds to the Holder at account designated by such nominee, except for the address final installment of principal payable with respect to such Note on a Payment Date or on the applicable Maturity Date for such Class of Notes (and except for the Redemption Price for any Note being redeemed pursuant to Section 10.01 hereof), 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. The principal of each Note shall be payable in installments on each Payment Date as provided in the Sale and Servicing Agreement and in the forms of the Notes set forth in Exhibit A hereto. Notwithstanding the foregoing, the entire unpaid principal amount of a Class of Notes, shall be due and payable, if not previously paid, on the earlier of (i) the applicable Maturity Date, (ii) the applicable Redemption Date following an Optional Redemption pursuant to Section 7.2 of the Sale and Servicing Agreement, or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the Majority Controlling Class Noteholders shall have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 hereof. On each Payment Date, all principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Holder appearing Class entitled thereto based on their respective Note Principal Balances immediately prior to such Payment Date. The Indenture Trustee shall notify the Register (as defined Person in this Indenture) whose name a Note is registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for Record Date preceding the payment Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note (the “Regular Record Date”), (i) in the case of Global Notes, will be paid. Such notice shall be mailed or transmitted by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days facsimile prior to the applicable payment date, such final Payment Date and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of shall specify that such Holder; provided, however, that (a) interest payable on any date of Maturity shall final installment will be payable to the Person to whom principal shall be payable only upon presentation and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at and shall specify the specified office place where such Note may be presented and surrendered for payment of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal proceduresinstallment. The Issuer will pay any administrative costs imposed by banks Notices in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect redemptions of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable mailed to continue Noteholders as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 10.02 hereof.

Appears in 1 contract

Samples: Saxon Asset Securities Trust 2005-3

Payment of Principal and Interest. Payments The principal or Redemption Price of and interest on this Bond are payable at the corporate trust office of Xxxxx Brothers Xxxxxxxx Trust Company, in New York, New York, as trustee (the "Trustee"), or at the office designated for such payment of any successors as paying agents, in any coin or currency of the United States of America, which, on the respective dates of payment thereof, is legal tender for the payment of public and private debts. As used herein, "Redemption Price", means, with respect to a Bond, or a portion thereof, the principal amount of such Bond or portion plus the applicable premium, if any, payable upon redemption pursuant to the Indenture. Interest shall be payable by check or draft mailed or, if requested by a Registered Owner of at least $1,000,000 aggregate principal amount of Bonds, by wire transfer, to the Registered Owners of the Bonds as shown on the registration books maintained by the Trustee in accordance with Section 3.10 of the Indenture as of the close of business on the Record Date. The "Regular Record Date" shall be the Business Day immediately preceding each date on which interest is to be paid, except for a Special Record Date. Any request for payment of interest and principal will by wire transfer shall be made delivered to the Holder at Trustee in writing not later than the address Regular or Special Record Date in respect of such Holder appearing interest payment. The Bonds shall be issued in registered form in a single denomination equal to the entire principal balance thereof. Notwithstanding the foregoing, so long as the Original Purchaser is the registered owner of this Bond, the principal of and the interest on this Bond shall be paid to the Original Purchaser as provided in Section 2.3(F) of the Indenture. Defaulted Interest. Any interest on any Bond which is payable, but is not punctually paid or provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Registered Owner on the Register (as defined relevant Record Date by virtue of having been such Registered Owner, and such Defaulted Interest shall be paid to the Registered Owner in this Indenture) whose name the Bond is registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular "Special Record Date”)" to be fixed by the Trustee, such Special Record Date to be not more than twenty (i20) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not nor less than fifteen calendar ten (10) days prior to the applicable date of the proposed payment. The Trustee shall cause notice of the proposed payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to Defaulted Interest and the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Special Record Date for therefor to be mailed, first class postage prepaid, to each Bondholder, at such Note and the succeeding Interest Payment Date shall be made Bondholder's address as it appears on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Noteregistration books, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar ten (10) days prior to such Special Record Date but not more than thirty (30) days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeproposed payment.

Appears in 1 contract

Samples: Sonics & Materials Inc

Payment of Principal and Interest. Payments The Company covenants and agrees for the benefit of the Holders that it will duly and punctually pay the principal of and interest on the Notes in accordance with the terms of the Notes and this Indenture. Subject to Article XI (Redemption or Repurchase of Notes), during each calendar year, commencing with 2023, the Company shall permanently discharge and retire an aggregate principal amount of Notes equal to at least 10% of the initial aggregate principal amount of Notes issued at the closing of the Exchange Offer, through a mandatory redemption from holders at a redemption price of 102% of the principal amount thereof, purchases in the open market at then prevailing market prices (followed in each instance by retirement of such purchased Notes), or a combination of the foregoing (such covenant, the “Redemption Covenant”). Holders of the Notes will not have the option to have the Notes repaid prior to the stated maturity except as contemplated above. Principal shall be considered paid on the date it is due if the Trustee or Paying Agent holds, for the benefit of the Holders, as of 10:00 a.m., New York City time on that date U.S. legal tender designated for and sufficient to pay such principal or interest then due. Interest on the Notes will be made payable semi-annually on January 31 and July 31 of each year, starting on July 1, 2023, to the Holder at the address Holders of such Holder appearing on the Register (as defined in this Indenture) record at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for preceding January 1 and July 1, respectively. Interest shall accrue on the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account Notes at a bank located within rate of 6.0% per annum. Interest will accrue on the United States as designated by each Holder not less than fifteen calendar days prior to Notes from and including the applicable payment dateIssuance Date or from, and (ii) in including, the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any last date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise interest has been paid or provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of case may be, to, but excluding, the Note in accordance with DTC’s applicable proceduresnext Interest Payment Date or the Maturity Date, as the case may be. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee computed on the relevant record datebasis of a 360-day year comprised of twelve 30-day months, by increasing until the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-is paid or duly provided for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.

Appears in 1 contract

Samples: Wheeler Real Estate Investment Trust, Inc.

Payment of Principal and Interest. Payments The principal of the Notes shall be due at the Stated Maturity (unless earlier redeemed). The unpaid principal amount of the Notes shall bear interest and at the rate of 2.375% per annum, until paid or duly provided for, such interest to accrue from the Original Issue Date. Interest shall be paid semi-annually in arrears on each Interest Payment Date to the Person in whose name the Notes are registered on the Regular Record Date for such Interest Payment Date; provided that interest payable at the Stated Maturity of principal or on a redemption date as provided herein will be made paid to the Holder at Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the address of Holders on such Holder appearing on Regular Record Date and may either be paid to the Register (as defined Person or Persons in this Indenture) whose name the Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date Special Record Date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that defaulted interest to be fixed by the Trustee (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions Section 3.08 of the HolderBase Indenture), such wire transfer notice whereof shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made given to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount accordance with Section 3.08 of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall Base Indenture, or be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Base Indenture. Payments of interest on the Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Notes shall be computed and paid on the basis of a 360-day year of twelve (12) thirty (30)-day months. In the event that any date on which interest is payable on the Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay), in each case with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest on the Notes shall be made at the office of the Paying Agent in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, with any such payment that is due at the Stated Maturity of any Notes, upon redemption or repurchase being made upon surrender of such Notes to the Paying Agent. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Register or (ii) by wire transfer at such place and to such account at a banking institution in the United States as such place and account may be designated in writing to the Trustee at least sixteen (16) days prior to the next scheduled date for payment by the Person entitled thereto. In the event that any date on which principal and interest is payable on the Notes is not a Business Day, then payment of the principal and interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay), in each case with the same force and effect as if made on the date the payment was originally payable.

Appears in 1 contract

Samples: Third Supplemental Indenture (Synnex Corp)

Payment of Principal and Interest. Payments The principal of the Series 2014A Notes shall be due at Stated Maturity (unless earlier redeemed). The unpaid principal amount of the Series 2014A Notes shall bear interest and principal will at the rate of 1.30% per annum until paid or duly provided for. Interest shall be made paid semiannually in arrears on each Interest Payment Date to the Holder at Person in whose name the address of such Holder appearing on the Register (as defined in this Indenture) Series 2014A Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date for such Interest Payment Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder provided that interest payable at the address of such Holder; provided, however, that (a) interest payable Stated Maturity or on any date of Maturity shall a Redemption Date as provided herein will be payable paid to the Person to whom principal shall is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable and (b) to the first payment of interest Holders on any Note originally issued between a such Regular Record Date for such Note and may either be paid to the succeeding Interest Payment Date shall be made Person or Persons in whose name the Series 2014A Notes are registered at the close of business on the Interest Payment Date following the next succeeding Regular a Special Record Date for the payment of such Note defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Series 2014A Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar ten (10) days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteSpecial Record Date, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the Series 2014A Notes may shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture. Payments of interest on the Series 2014A Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Series 2014A Notes shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on the Series 2014A Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest due at the Stated Maturity or earlier redemption of the Series 2014A Notes shall be made upon surrender of the Series 2014A Notes at the Corporate Trust Office of the Trustee. The principal of and interest on the Series 2014A Notes shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer or other electronic transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto.

Appears in 1 contract

Samples: Southern Co

Payment of Principal and Interest. Payments The principal of the Notes shall be due at the Stated Maturity (unless earlier redeemed). The unpaid principal amount of the Notes shall bear interest at the rate of 3.000% per annum, until paid or duly provided for, such interest to accrue from the most recent Interest Payment Date to which interest has been paid or duly provided for, provided that, in respect of the first interest payment date after the issuance hereof, the Company shall pay an amount of interest and calculated as if it had accrued from May 15, 2021. Interest shall be paid semi-annually in arrears on each Interest Payment Date to the Person in whose name the Notes are registered on the Regular Record Date for such Interest Payment Date; provided that interest payable at the Stated Maturity of principal or on a Redemption Date as provided herein will be made paid to the Holder at Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the address of Holders on such Holder appearing on Regular Record Date and may either be paid to the Register (as defined Person or Persons in this Indenture) whose name the Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date Special Record Date for the payment on of such Note defaulted interest to be fixed by the Trustee (in accordance with Section 307 of the “Regular Record Date”Base Indenture), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds notice whereof shall be given to Holders to an account at a bank located within of the United States as designated by each Holder Notes not less than fifteen calendar ten (10) days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Special Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteDate, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Base Indenture. Payments of interest on the Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Notes shall be computed and paid on the basis of a 360-day year of twelve (12) thirty (30)-day months. In the event that any date on which interest is payable on the Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay), in each case with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest on the Notes shall be made at the office of the Paying Agent in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, with any such payment that is due at the Stated Maturity of any Notes, upon redemption or repurchase being made upon surrender of such Notes to the Paying Agent. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto. In the event that any date on which principal and interest is payable on the Notes is not a Business Day, then payment of the principal and interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay), in each case with the same force and effect as if made on the date the payment was originally payable.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Midamerican Energy Co)

Payment of Principal and Interest. Payments The principal of the Series C Notes shall be due at Stated Maturity (unless earlier redeemed). The unpaid principal amount of the Series C Notes shall bear interest and at the rate of 5.75% per annum until paid or duly provided for. Interest shall be paid semiannually in arrears on each Interest Payment Date to the Person in whose name the Series C Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest payable at the Stated Maturity of principal or on a Redemption Date as provided herein will be made paid to the Holder at Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the address of Holders on such Holder appearing on Regular Record Date and may either be paid to the Register (as defined Person or Persons in this Indenture) whose name the Series C Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date Special Record Date for the payment on of such Note (defaulted interest to be fixed by the “Regular Record Date”)Trustee, (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds notice whereof shall be given to Holders to an account at a bank located within of the United States as designated by each Holder Series C Notes not less than fifteen calendar ten (10) days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Special Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteDate, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the Series C Notes may shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture. Payments of interest on the Series C Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Series C Notes shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on the Series C Notes is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest due at the Stated Maturity or earlier redemption of the Series C Notes shall be made upon surrender of the Series C Notes at the Corporate Trust Office of the Trustee. The principal of and interest on the Series C Notes shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer or other electronic transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto.

Appears in 1 contract

Samples: Southern Co

Payment of Principal and Interest. The principal of the 2015 Notes shall be due at Stated Maturity, unless earlier redeemed. The principal amount of the 2015 Notes shall bear interest at the rate of 3.25% per annum until paid or duly provided for, such interest to accrue from the Original Issue Date or from the most recent Interest Payment Date on which interest has been paid or duly provided for. Subject to Section 307 of the Original Indenture, Interest shall be paid semi-annually in arrears on each Interest Payment Date to the Person or Persons in whose name the 2015 Notes are registered on the Regular Record Date for such Interest Payment Date; provided that interest payable at the Stated Maturity of principal or on a Redemption Date as provided herein shall be paid to the Person to whom principal is payable. The Company shall pay interest on overdue principal and premium, if any, from time to time on demand at the same rate; and it shall pay interest on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at 2015 Notes shall include interest accrued to but excluding the close of business respective Interest Payment Dates. Interest payments for the 2015 Notes shall be computed and paid on the 15th calendar basis of a 360-day (whether or year of twelve 30-day months. If any date on which interest is payable on the 2015 Notes is not a Business Day, then payment of the interest payable on such date shall be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay) prior to any due with the same force and effect as if made on the date for the payment was originally payable. Payment of principal of, premium, if any, and interest on the 2015 Notes shall be made in such Note (coin or currency of the “Regular Record Date”)United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of principal of, (i) in premium, if any, and interest on the case of Global Notes, 2015 Notes represented by a Paying Agent Global Security shall be made by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment dateDepositary therefor; provided that, and (ii) in the case of Certificated Notespayments of principal and premium, by if any, at maturity or upon redemption, such Global Security is first surrendered to a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on Agent. If any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note2015 Notes are no longer represented by Global Securities, a Holder (i) payments of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date at the Stated Maturity or earlier redemption of Maturity will such 2015 Notes shall be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented upon surrender of such 2015 Notes to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event payments of Default has occurred and is continuing with respect interest shall be made, at the option of the Company, subject to such Notes and Holders have made a request surrender where applicable, by (A) check mailed to DTC for exchange the address of the Person entitled thereto as such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered address shall appear in the name of, Security Register or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal (B) wire transfer at such place and to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase account at a banking institution in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice United States as may be required designated in writing to the Trustee at least 16 days prior to the date for payment by such exchangethe Person entitled thereto.

Appears in 1 contract

Samples: Supplemental Indenture (DCP Midstream Partners, LP)

Payment of Principal and Interest. Payments of interest The Co-Issuers will duly and punctually pay all principal will be made to (including the Holder at Class E Cumulative Periodic Interest Shortfall Amount, the address of such Holder appearing on Class F Cumulative Periodic Interest Shortfall Amount and the Register (as defined in this Indenture) at Class G Cumulative Periodic Interest Shortfall Amount, the close of business on Class H Cumulative Periodic Interest Shortfall Amount, the 15th calendar day (whether or not a Business Day) prior to any due date for Class J Cumulative Periodic Interest Shortfall Amount and the payment on such Note (the “Regular Record Date”Class K Cumulative Periodic Interest Shortfall Amount), interest (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, including Defaulted Interest and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premiumthereon, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All the Rated Notes issued pursuant to a PIK Payment will mature on (other than the Stated Maturity Date Class L Notes, Class M Notes and will be governed by, Class N Notes) and subject to the terms, provisions and conditions of, this Indenture and shall have amounts due under any Hedge Agreement in accordance with this Indenture. The Issuer will duly and punctually pay all principal (including the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the NotesClass L Cumulative Periodic Interest Shortfall Amount, the Issuer or Class M Cumulative Periodic Interest Shortfall Amount and the GuarantorsClass N Cumulative Periodic Interest Shortfall Amount), as applicable, will pay the interest (including Defaulted Interest (as defined belowand interest thereon, if any) in accordance with the procedures set forth below terms of the Class L Notes, Class M Notes and Class N Notes and this Indenture and amounts due under any Hedge Agreement in accordance with this Indenture. Amounts properly withheld under the Code or other applicable law by any Person from a payment to any Rated Noteholder of principal and/or interest shall be considered as having been paid by the Co-Issuers (in any lawful manner not inconsistent with the requirements case of Rated Notes other than the Class L Notes, Class M Notes and Class N Notes) or the Issuer (in the case of the Class L Notes, the Class M Notes or the Class N Notes) to such Rated Noteholder for all purposes of this Indenture. The Trustee shall, unless prevented from doing so for reasons beyond its reasonable control, give notice to each Rated Noteholder and each Rating Agency of any stock exchange on such withholding requirement no later than ten days prior to the date of the payment from which amounts are required to be withheld; provided that despite the Notes may failure of the Trustee to give such notice, amounts withheld pursuant to applicable tax laws shall be listed, and upon such notice considered as may be required having been paid by such exchangethe Co-Issuers or the Issuer as provided above.

Appears in 1 contract

Samples: Indenture (Northstar Realty)

Payment of Principal and Interest. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) The Notes shall accrue interest payable on any date of Maturity at the applicable Note Interest Rate as set forth in the Transfer and Servicing Agreement, and such interest shall be payable on each Payment Date, subject to Section 3.01. Interest shall be computed on the Notes on the basis of a 360-day year and the actual number of days elapsed in each Accrual Period. With respect to the Person to whom principal Notes, the Indenture Trustee shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date determine LIBOR for such Note and the succeeding Interest Payment Date shall be made each applicable Accrual Period on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Notesecond London Business Day prior thereto, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture the Transfer and the applicable procedures Servicing Agreement. All interest payments on each Class of DTC. PIK Interest will Notes shall be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal made pro rata to the amount Noteholders entitled thereto. Any installment of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments or principal payable on the Notes shall be calculated based paid on the applicable Payment Date to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person's address as it appears on the Note Register on such increased principal amount) Record Date or, upon written request made to the Indenture Trustee at least five Business Days prior to the related Record Date, by the Holder of any Note, by wire transfer in immediately available funds to an account specified in the request and (y) at the expense of such Noteholder, except that, unless Definitive Notes have been issued pursuant to Section 2.10, 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.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee, 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 the Notes (and except for the Optional Redemption Price if the Notes are called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver any such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will checks returned undelivered shall be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made held in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 3.03.

Appears in 1 contract

Samples: Indenture (Greenpoint Mortgage Funding Trust 2005-He3)

Payment of Principal and Interest. Payments The principal of the 2036 Notes shall be due at Stated Maturity (unless earlier redeemed). The unpaid principal amount of the 2036 Notes shall bear interest and principal will at the rate of 4.25% per annum until paid or duly provided for. Interest shall be made paid semiannually in arrears on each Interest Payment Date to the Holder at Person in whose name the address of such Holder appearing on the Register (as defined in this Indenture) 2036 Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date for such Interest Payment Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder provided that interest payable at the address of such Holder; provided, however, that (a) interest payable Stated Maturity or on any date of Maturity shall a Redemption Date as provided herein will be payable paid to the Person to whom principal shall is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable and (b) to the first payment of interest Holders on any Note originally issued between a such Regular Record Date for such Note and may either be paid to the succeeding Interest Payment Date shall be made Person or Persons in whose name the 2036 Notes are registered at the close of business on the Interest Payment Date following the next succeeding Regular a Special Record Date for the payment of such Note defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of 2036 Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar ten (10) days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteSpecial Record Date, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the 2036 Notes may shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture. Payments of interest on the 2036 Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the 2036 Notes shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on the 2036 Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest due at the Stated Maturity or earlier redemption of the 2036 Notes shall be made upon surrender of the 2036 Notes at the Corporate Trust Office of the Trustee. The principal of and interest on the 2036 Notes shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer or other electronic transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto.

Appears in 1 contract

Samples: Southern Co

Payment of Principal and Interest. The principal of the Notes shall be due at Stated Maturity, unless earlier redeemed. The principal amount of the Notes shall bear interest at the rate of 5.625% per annum until paid or duly provided for, such interest to accrue from the Original Issue Date or from the most recent Interest Payment Date on which interest has been paid or duly provided for. Subject to Section 307 of the Original Indenture, interest shall be paid semi-annually in arrears on each Interest Payment Date to the Person or Persons in whose name the Notes are registered on the Regular Record Date for such Interest Payment Date; provided that interest payable at the Stated Maturity of principal or on a Redemption Date as provided herein shall be paid to the Person to whom principal is payable. The Company shall pay interest on overdue principal and premium, if any, from time to time on demand at the same rate; and it shall pay interest on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at Notes shall include interest accrued to but excluding the close of business respective Interest Payment Dates. Interest payments for the Notes shall be computed and paid on the 15th calendar basis of a 360-day (whether or year of twelve 30-day months. If any date on which interest is payable on the Notes is not a Business Day, then payment of the interest payable on such date shall be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay) prior to any due with the same force and effect as if made on the date for the payment was originally payable. Payment of principal of, premium, if any, and interest on the Notes shall be made in such Note (coin or currency of the “Regular Record Date”)United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of principal of, (i) in premium, if any, and interest on the case of Global Notes, Notes represented by a Paying Agent Global Security shall be made by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment dateDepositary therefor; provided that, and (ii) in the case of Certificated Notespayments of principal and premium, by if any, at maturity or upon redemption, such Global Security is first surrendered to a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on Agent. If any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated NoteNotes are no longer represented by Global Securities, a Holder (i) payments of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date at the Stated Maturity or earlier redemption of Maturity will such Notes shall be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented upon surrender of such Notes to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event payments of Default has occurred and is continuing with respect interest shall be made, at the option of the Company, subject to such Notes and Holders have made a request surrender where applicable, by (A) check mailed to DTC for exchange the address of the Person entitled thereto as such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered address shall appear in the name of, Security Register or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal (B) wire transfer at such place and to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase account at a banking institution in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice United States as may be required designated in writing to the Trustee at least 16 days prior to the date for payment by such exchangethe Person entitled thereto.

Appears in 1 contract

Samples: Supplemental Indenture (DCP Midstream, LP)

Payment of Principal and Interest. Payments The principal of the 2026 Notes shall be due at Stated Maturity (unless earlier redeemed). The unpaid principal amount of the 2026 Notes shall bear interest and principal will at the rate of 3.25% per annum until paid or duly provided for. Interest shall be made paid semiannually in arrears on each Interest Payment Date to the Holder at Person in whose name the address of such Holder appearing on the Register (as defined in this Indenture) 2026 Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date for such Interest Payment Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder provided that interest payable at the address of such Holder; provided, however, that (a) interest payable Stated Maturity or on any date of Maturity shall a Redemption Date as provided herein will be payable paid to the Person to whom principal shall is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable and (b) to the first payment of interest Holders on any Note originally issued between a such Regular Record Date for such Note and may either be paid to the succeeding Interest Payment Date shall be made Person or Persons in whose name the 2026 Notes are registered at the close of business on the Interest Payment Date following the next succeeding Regular a Special Record Date for the payment of such Note defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of 2026 Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar ten (10) days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteSpecial Record Date, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the 2026 Notes may shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture. Payments of interest on the 2026 Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the 2026 Notes shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on the 2026 Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest due at the Stated Maturity or earlier redemption of the 2026 Notes shall be made upon surrender of the 2026 Notes at the Corporate Trust Office of the Trustee. The principal of and interest on the 2026 Notes shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer or other electronic transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto.

Appears in 1 contract

Samples: Southern Co

Payment of Principal and Interest. Payments The principal of the Notes shall be due at Stated Maturity (unless earlier redeemed). The unpaid principal amount of the Notes shall bear interest and principal will at the rate of 6.625% per year until paid or duly provided for, such interest to accrue from May 15, 2012 or from the most recent Interest Payment Date to which interest has been paid or duly provided for. Interest shall be made paid semi-annually in arrears on each Interest Payment Date, commencing November 15, 2012, to the Holder at the address of such Holder appearing on the Register (as defined Person or Persons in this Indenture) whose name a Note is registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date for such Interest Payment Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder provided that interest payable at the address of such Holder; provided, however, that (a) interest payable Stated Maturity or on any date of Maturity shall a Redemption Date as provided herein will be payable paid to the Person to whom principal shall is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable and (b) to the first payment of interest Holders on any Note originally issued between a such Regular Record Date for such and may either be paid to the Person in whose name the Note and (or one or more Predecessor Securities) is registered at the succeeding Interest Payment Date shall be made close of business on the Interest Payment Date following the next succeeding Regular a Special Record Date for the payment of such Note Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen 10 calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteSpecial Record Date, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Original Indenture. Payments of interest on the Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Notes shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on the Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date the payment was originally payable. Subject, in the case of any Global Security, to any applicable requirements of the Depositary, payment of the principal, premium, if any, and interest due at the Stated Maturity of, or on a Redemption Date for, the Notes shall be made upon surrender of the Notes at the Corporate Trust Office of the Paying Agent. The principal of and interest on the Notes shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least 15 days prior to the date for payment by the Person entitled thereto. Additional Interest may accrue on the Notes in certain circumstances pursuant to the Registration Rights Agreement. All references herein, in any context, to any interest or other amount payable on or with respect to the Notes shall be deemed to include any Additional Interest payable pursuant to the Registration Rights Agreement.

Appears in 1 contract

Samples: First Supplemental Indenture (Unit Corp)

Payment of Principal and Interest. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) The Notes shall accrue interest payable on any date of Maturity at the applicable Note Interest Rate as set forth in the Sale and Servicing Agreement, and such interest shall be payable on each Payment Date, subject to Section 3.01. Interest shall be computed on the Notes on the basis of a 360-day year and the actual number of days elapsed in each Accrual Period. With respect to the Person to whom principal Notes, the Indenture Trustee shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date determine LIBOR for such Note and the succeeding Interest Payment Date shall be made each applicable Accrual Period on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Notesecond London Business Day prior thereto, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture the Sale and the applicable procedures Servicing Agreement. All interest payments on each Class of DTC. PIK Interest will Notes shall be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal made pro rata to the amount Noteholders entitled thereto. Any installment of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments or principal payable on the Notes shall be calculated based paid on the applicable Payment Date to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person's address as it appears on the Note Register on such increased principal amount) Record Date or, upon written request made to the Indenture Trustee at least five Business Days prior to the related Record Date, by the Holder of any Note, by wire transfer in immediately available funds to an account specified in the request and (y) at the expense of such Noteholder, except that, unless Definitive Notes have been issued pursuant to Section 2.10, 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.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee, 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 the Notes (and except for the Optional Redemption Price if the Notes are called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver any such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will checks returned undelivered shall be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made held in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 3.03.

Appears in 1 contract

Samples: Indenture (IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series 2006-H1)

Payment of Principal and Interest. The Notes shall bear interest at the per annum rate of 6 5/8%. The following terms apply to the Notes: Interest shall be paid semi-annually in arrears on each Interest Payment Date commencing on the Interest Payment Date next succeeding the Original Issue Date and, if applicable, on the Maturity Date or date of earlier redemption, as the case may be. Payments of interest on the Notes will include interest accrued from, and principal including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for (or from, and including, the Original Issue Date if no interest has been paid or duly provided for) to, but excluding, the applicable Interest Payment Date or the Maturity Date or date of earlier redemption, as the case may be. Interest payments for the Notes shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will be made paid to the Holder at Holder(s) of the address Notes as of the Regular Record Date for such Holder appearing Interest Payment Date. Any such interest that is not so punctually paid or duly provided for on any Interest Payment Date will forthwith cease to be payable to the Register (Holders of the particular series of Notes as defined of the close of business on such Regular Record Date and may either be paid to the Person or Persons in this Indenture) whose name such Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date Special Record Date for the payment on of such Note defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of the particular series of Notes by the Trustee not less than fifteen (the “Regular 15) days prior to such Special Record Date”), (i) or be paid at any time in any other lawful manner, all as more fully provided in the Base Indenture. Payment of the principal of and any interest on the Notes due on the Maturity Date or date of earlier redemption, as the case may be, shall be made in immediately available funds, in such coin or currency of Global Notesthe United States of America as at the time of payment is legal tender for payment of public and private debts, upon presentation and surrender of the applicable Notes at the office or agency maintained by a Paying Agent the Company for that purpose in the Borough of Manhattan, The City of New York, currently the office of the Trustee located at 100 Wall Street, Suite 2000, New York, New York 10005, or at such oxxxx xxxxxx xxxxxx xx xxx Xxxxxxx xx Xxxxxxxxx, Xxx City of New York, as the Company may determine. Payment of interest due on any Interest Payment Date other than the Maturity Date or date of earlier redemption will be made by wire transfer of immediately available funds at such place and to Holders to an such account at a bank located within banking institution in the United States as may be designated in wire transfer instructions received in writing by each Holder not less than fifteen calendar the Trustee at least sixteen (16) days prior to such Interest Payment Date. Any such wire transfer instructions received by the applicable payment date, and (ii) Trustee shall remain in the case of Certificated Notes, effect until revoked by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided. In the event that any Interest Payment Date or the Maturity Date or date of earlier redemption falls on a day that is not a Business Day, however, that (a) the required payment of principal and/or interest payable on any such date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for Business Day with the same force and effect as if made on the date such Note of the Holder. For any Certificated Notepayment was due, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent and no interest shall accrue with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest period from and after such date. Excess Cash Payments made to Holders shall applyInterest Payment Date or the Maturity Date or date of earlier redemption, on a dollar-for-dollar basisas the case may be, to reduce the outstanding principal amount date of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature such payment on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangenext succeeding Business Day.

Appears in 1 contract

Samples: Vectren Utility Holdings Inc

Payment of Principal and Interest. Payments The unpaid principal amount of the Series [ ] Notes shall bear interest and at the rate of [ ]% per annum until paid or duly provided for, such interest to accrue from [ ], [ ] or from the most recent Interest Payment Date to which interest has been paid or duly provided for. Interest shall be paid [ ] in arrears on each Interest Payment Date to the Person in whose name in the Series [ ] Notes are registered on the Regular Record Date for such Interest Payment Date; provided that interest payable at the Stated Maturity of principal or on a Redemption Date as provided herein will be made paid to the Holder at Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the address of Holders on such Holder appearing on Regular Record Date and will be paid to the Register (as defined Person or Persons in this Indenture) whose name the Series [ ] Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date Special Record Date for the payment on of such Note defaulted interest to be fixed by the Company (the “Regular "Special Record Date"), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds notice whereof shall be given to Holders to an account at a bank located within of the United States as designated by each Holder Series [ ] Notes not less than fifteen calendar (15) days prior to the applicable payment datesuch Special Record Date, and (ii) as more fully provided in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment Original Indenture. Payments of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Series [ ] Notes will include interest accrued to but excluding the respective Interest Payment Date Dates. Interest payments for the Series [ ] Notes shall be made computed and paid on the Interest Payment Date following the next succeeding Regular Record Date for such Note basis of the Holder. For any Certificated Note, a Holder 360-day year of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment datetwelve 30-day months. In the event that any date on which interest is payable on the Series [ ] Notes is not a Business Day, then payment is so made in accordance with instructions of the Holder, interest payable on such wire transfer shall date will be deemed to constitute full and complete payment of such principal, premium and/or interest made on the Notesnext succeeding day that is a Business Day (and without any interest or payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. Payment of the principal, premium, if any, principal and interest due with respect to any Certificated Note on any date of Maturity will the Series [ ] Notes shall be made at the office of the Paying Agent in immediately available funds such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, with any such payment that is due at the Stated Maturity or at earlier redemption of any Series [ ] Notes being made upon surrender of such Note Series [ ] Notes to the Paying Agent. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder option of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if Company, (i) DTC notifies by check mailed to the Issuer that it is unwilling or unable to continue address of the Person entitled thereto as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under address shall appear in the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, Security Register or (ii) an Event of Default has occurred by wire transfer at such place and is continuing with respect to such Notes and Holders have made account at a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered banking institution in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice United States as may be required designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by such exchangethe Person entitled thereto.

Appears in 1 contract

Samples: Supplemental Indenture (Nationwide Financial Services Inc/)

Payment of Principal and Interest. Payments The principal of the Series A Senior Notes shall be due at the Stated Maturity (unless earlier redeemed). The unpaid principal amount of the Series A Senior Notes shall bear interest and at a floating rate per annum determined by the Calculation Agent as described below, until paid or duly provided for, such interest to accrue from the Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for. Interest shall be paid quarterly in arrears on each Interest Payment Date to the Person in whose name the Series A Senior Notes are registered on the Regular Record Date for such Interest Payment Date; provided that interest payable at the Stated Maturity of principal or on a Redemption Date as provided herein will be made paid to the Holder at Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the address of Holders on such Holder appearing on Regular Record Date and may either be paid to the Register (as defined Person or Persons in this Indenture) whose name the Series A Senior Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date Special Record Date for the payment on of such Note defaulted interest to be fixed by the Trustee (in accordance with Section 307 of the “Regular Record Date”Base Indenture), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds notice whereof shall be given to Holders to an account at a bank located within of the United States as designated by each Holder Series A Senior Notes not less than fifteen calendar ten (10) days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Special Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteDate, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the Series A Senior Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Base Indenture. The per annum interest rate on the Series A Senior Notes will be equal to the Three Month LIBOR Rate plus 60 basis points (0.60%) (the “Floating Rate”); provided that the per annum interest rate for the period from the Original Issue Date to the first LIBOR Rate Reset Date will be 2.93000% per annum (the “Initial Interest Rate”). The per annum interest rate shall be reset on each LIBOR Rate Reset Date. If any LIBOR Rate Reset Date falls on a day that is not a Business Day, the LIBOR Rate Reset Date will be postponed to the next day that is a Business Day, except that if that Business Day is in the next succeeding calendar month, the LIBOR Rate Reset Date will be the next preceding Business Day. The interest rate in effect on any LIBOR Rate Reset Date will be the applicable rate as reset on that date. The interest rate applicable to any other day will either be the Initial Interest Rate or the interest rate as reset on the immediately preceding LIBOR Rate Reset Date. Payments of interest on the Series A Senior Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Series A Senior Notes shall be computed and paid on the basis the actual number of days in the relevant quarterly period (including the first day of the quarterly period and excluding the last day of the quarterly period) divided by 360. If any Interest Payment Date, other than the Stated Maturity, falls on a day that is not a Business Day, the Interest Payment Date will be postponed to the next day that is a Business Day, except that if that Business Day is in the next succeeding calendar month, the Interest Payment Date will be the immediately preceding Business Day. If the Stated Maturity falls on a day that is not a Business Day, the payment of interest and principal will be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the Stated Maturity. Accrued interest on any Series A Senior Note will be calculated by multiplying the principal amount of the Series A Senior Note by an accrued interest factor. The accrued interest factor will be computed by adding the interest factors calculated for each day in the period for which interest is being paid. The interest factor for each day is computed by dividing the interest rate applicable to that day by 360. Payment of the principal and interest on the Series A Senior Notes shall be made at the office of the Paying Agent in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, with any such payment that is due at the Stated Maturity of any Series A Senior Notes, or upon redemption or repurchase being made upon surrender of such Series A Senior Notes to the Paying Agent. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto.

Appears in 1 contract

Samples: Fourteenth Supplemental Indenture (Dominion Energy Gas Holdings, LLC)

Payment of Principal and Interest. Payments The principal of the Notes shall be due at the Stated Maturity (unless earlier redeemed). The unpaid principal amount of the Notes shall bear interest at the rate of 3.600% per annum, until paid or duly provided for, such interest to accrue from the most recent Interest Payment Date to which interest has been paid or duly provided for, provided that, in respect of the first interest payment date after the issuance hereof, the Company shall pay an amount of interest and calculated as if it had accrued from June 15, 2021. Interest shall be paid semi-annually in arrears on each Interest Payment Date to the Person in whose name the Notes are registered on the Regular Record Date for such Interest Payment Date; provided that interest payable at the Stated Maturity of principal or on a Redemption Date as provided herein will be made paid to the Holder at Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the address of Holders on such Holder appearing on Regular Record Date and may either be paid to the Register (as defined Person or Persons in this Indenture) whose name the Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date Special Record Date for the payment on of such Note defaulted interest to be fixed by the Trustee (in accordance with Section 307 of the “Regular Record Date”Base Indenture), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds notice whereof shall be given to Holders to an account at a bank located within of the United States as designated by each Holder Notes not less than fifteen calendar ten (10) days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Special Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteDate, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Base Indenture. Payments of interest on the Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Notes shall be computed and paid on the basis of a 360-day year of twelve (12) thirty (30)-day months. In the event that any date on which interest is payable on the Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay), in each case with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest on the Notes shall be made at the office of the Paying Agent in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, with any such payment that is due at the Stated Maturity of any Notes, upon redemption or repurchase being made upon surrender of such Notes to the Paying Agent. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto. In the event that any date on which principal and interest is payable on the Notes is not a Business Day, then payment of the principal and interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay), in each case with the same force and effect as if made on the date the payment was originally payable.

Appears in 1 contract

Samples: Supplemental Indenture (Midamerican Energy Co)

Payment of Principal and Interest. Payments The Borrower shall pay the then entire unpaid principal of all Revolving Credit Loans on the Revolving Credit Maturity Date. Accrued and unpaid interest on the Revolving Credit Loans shall be due and payable by the Borrower, in arrears, on each Revolving Credit Interest Payment Date. All payments of principal, interest and principal will other amounts due (or otherwise made) hereunder or under the Note shall be made without any deductions whatsoever, including but not limited to any deduction for any set-off, recoupment, claim or counterclaim. All payments shall be made in United States Dollars and immediately available funds. Unless otherwise requested by the Lender, all payments by the Borrower shall be made by wire transfer pursuant to wire instructions provided by the Lender to the Holder at Borrower from time to time. If any payment under this Loan Agreement or under the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar Note shall be specified to be made upon a day (whether or which is not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date it shall be made on the Interest Payment Date following the next succeeding Regular Record Date for day which is a Business Day and such Note extension of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer time shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds case be included in accordance with its normal procedures. The Issuer will pay computing any administrative costs imposed by banks interest in connection with such payment. The records of the Lender shall be prima facie evidence of the making payments by wire transferof any Revolving Credit Loans, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, accrued interest thereon and registered in the name of a nominee of, The Depository Trust Company (“DTC”), all principal and interest payments on the Note will be made to DTCin respect thereof; provided, as the Registered Holder that no failure of the Note Lender to timely record any transaction shall in accordance with DTC’s applicable proceduresany way affect or impair any liability or other obligation of the Borrower to the Lender. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event Any statement of Default has occurred and is continuing account with respect to such Notes and Holders have made a request the Revolving Credit Loans sent by the Lender to DTC for exchange the Borrower shall also serve as prima facie evidence of the information contained therein unless objected to in writing by the Borrower within sixty (60) days of the Borrower’s receipt of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangestatement.

Appears in 1 contract

Samples: Revolving Loan Agreement (Blyth Inc)

Payment of Principal and Interest. Payments The principal of the Series 2020A Notes shall be due at Stated Maturity (unless earlier redeemed). The unpaid principal amount of the Series 2020A Notes shall bear interest and principal will at the rate of 3.70% per annum until paid or duly provided for. Interest shall be made paid semiannually in arrears on each Interest Payment Date to the Holder at Person in whose name the address of such Holder appearing on the Register (as defined in this Indenture) Series 2020A Notes are registered at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date for such Interest Payment Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder provided that interest payable at the address of such Holder; provided, however, that (a) interest payable Stated Maturity or on any date of Maturity shall a Redemption Date as provided herein will be payable paid to the Person to whom principal shall is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable and (b) to the first payment of interest Holders on any Note originally issued between a such Regular Record Date for such Note and may either be paid to the succeeding Interest Payment Date shall be made Person or Persons in whose name the Series 2020A Notes are registered at the close of business on the Interest Payment Date following the next succeeding Regular a Special Record Date for the payment of such Note defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Series 2020A Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar ten (10) days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global NoteSpecial Record Date, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing paid at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or any time in any other lawful manner not inconsistent with the requirements of any stock exchange securities exchange, if any, on which the Series 2020A Notes may shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture. Payments of interest on the Series 2020A Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Series 2020A Notes shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on the Series 2020A Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on the date the payment was originally payable. Payment of the principal and interest due at the Stated Maturity or earlier redemption of the Series 2020A Notes shall be made upon surrender of the Series 2020A Notes at the Corporate Trust Office of the Trustee. The principal of and interest on the Series 2020A Notes shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer or other electronic transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto.

Appears in 1 contract

Samples: Southern Co

Payment of Principal and Interest. Payments of interest and principal will be made to the Holder at the address of such Holder appearing on the Register (as defined in this Indenture) at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than fifteen calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) Each Class of Notes shall accrue interest payable on any date of Maturity at the Note Interest Rate as set forth in the Transfer and Servicing Agreement, and such interest shall be payable on each Payment Date, subject to the Person to whom principal Section 3.01. Interest shall be payable and computed on each Class of Notes (bother than any Class of LIBOR Notes) on the first payment basis of interest a 360-day year consisting of twelve 30-day months. Interest shall be computed on any Note originally issued between each Class of LIBOR Notes on the basis of a Regular Record Date for such Note 360-day year and the succeeding Interest Payment Date actual number of days elapsed in each Accrual Period. With respect to each outstanding Class of LIBOR Notes, the Master Servicer shall be made determine LIBOR for each applicable Accrual Period on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Notesecond London Business Day prior thereto, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such principal, premium and/or interest on the Notes. Payment of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture the Transfer and Servicing Agreement. All interest payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. Any installment of interest or principal payable on any Note shall be paid on the applicable procedures Payment Date to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date or, upon written request made to the Indenture Trustee at least five Business Days prior to the related Record Date, by the Holder of DTC. PIK Interest will be payable (x) a Note having an initial Note Principal Amount of not less than $2,500,000 by wire transfer in immediately available funds to an account specified in the request and at the expense of such Noteholder, except that, unless Definitive Notes have been issued pursuant to Section 2.10, with respect to Notes represented by one or more Global Notes registered on the Record Date in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by an amount equal wire transfer in immediately available funds to the amount of the PIK Payment account designated by such nominee, except for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased final installment of principal amount) and (y) payable with respect to such Note on a Payment Date or on the applicable Maturity Date for such Class of Notes (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 Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver any such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will checks returned undelivered shall be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made held in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchangeSection 3.03.

Appears in 1 contract

Samples: Indenture (Sasco Mortgage Loan Trust Series 2003-Gel1)

Payment of Principal and Interest. Payments Upon any disposition of all or any part of the Property or any beneficial interest and principal will be made in the Property excluding sales to one or more persons where such person or persons is not a related party to the Holder Borrower as defined in 24 CFR §4001.07 (the “Maturity Event”), the Borrower hereby promises to pay to the order of the Lender principal based on fifty percent (50%) of the appreciation of the Property with appreciation equivalent to the appraised value at the address time of such Holder appearing on the Register Maturity Event less Capital Improvements (as defined herein below) Upon a sale of all or any part of the Property or any beneficial interest in this Indenture) at the close of business on the 15th calendar day (whether Property to one or more persons where such person or persons are not a Business Day) prior related party to any due date for the payment on such Note Borrower as defined in 24 CFR §4001.07 (the “Regular Record DateMaturity Event”), the Borrower hereby promises to pay to the order of the Lender principal based on fifty percent (i50%) in of the case appreciation of Global Notesthe Property with appreciation equivalent to the gross proceeds from sale of the Property less Capital Improvements (as defined herein below) less the appraised value of the Property at the date the HOPE Mortgage becomes FHA-insured (the “Date of Insurance”) less allowable settlement costs. Allowable settlement costs consist of the following: * real estate sales commission consistent with the prevailing rate but not to exceed six percent (6%) of the contract sales price; * local/state transfer tax stamps and other closing costs customarily paid by the seller and * other actual, customary closing costs customarily paid by the seller not to exceed two percent (2%) of the contract sales price. The Note shall not bear interest unless the principal amount due upon occurrence of a Paying Agent by wire transfer Maturity Event is not paid to Lender. If the principal amount due is not paid, the principal sum due pursuant Paragraph 1 of immediately available the Note shall bear interest from the date of the Maturity Event at the rate of the current value of funds to Holders to an account at a bank located within the United States as designated Treasury in effect on the date of the Maturity Event. The current value of funds rate is prescribed and published by each Holder not less than fifteen calendar days prior the Secretary of the Treasury in the Federal Register and the Treasury Fiscal Requirements Manual Bulletins. Xxxxxx agrees that if the HOPE Mortgage is determined to be ineligible for insurance under the National Housing Act, the Note shall be void and the Lender shall execute and record a release for the XXX. A written statement of any authorized agent of the Lender dated subsequent to the applicable payment datedate hereof, and (ii) in declining to insure the case of Certificated NotesHOPE Mortgage, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than fifteen calendar days prior to the applicable payment date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment conclusive proof of such principalineligibility. Maturity Event shall not include the following: a transfer by devise, premium and/or interest descent, or operation of law on the Notes. Payment death of a joint tenant or tenant by the entirety; the granting of a leasehold interest of three (3) years or less not containing an option to purchase; a transfer to a relative resulting from the death of the principal, premium, if any, and interest due with respect to any Certificated Note on any date of Maturity will be made in immediately available funds upon surrender of such Note at the specified office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holders in respect of which such payments are made unless otherwise provided herein. Notwithstanding anything to the contrary in this Article 2, if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”), principal and interest payments on the Note will be made to DTC, as the Registered Holder of the Note in accordance with DTC’s applicable procedures. Notes shall be issued in certificated form in exchange for a Global Note only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and Holders have made a request to DTC for exchange of such Global Note for Certificated Notes, provided in each case that such transfer or exchange is made in accordance with the provisions of this Indenture and the applicable procedures of DTC. PIK Interest will be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of the PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar) (it being understood that subsequent interest payments on the Notes shall be calculated based on such increased principal amount) and (y) with respect to Notes represented by Certificated Notes, by issuing additional Certificated Notes (“PIK Notes”) in certificated form to the Holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Payment for the applicable Interest Period (rounded up to the nearest whole Dollar). The Trustee will authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders thereof on the relevant record date, as shown by the records of the register of such Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Excess Cash Payments made to Holders shall apply, on a dollar-for-dollar basis, to reduce the outstanding principal amount of the Notes in up to an aggregate amount not to exceed the total principal amount of the Notes. Each Global Note shall include a schedule on which decreases in the corresponding principal amount resulting from Excess Cash Payments made in accordance with the terms of this Indenture shall be recorded. All Notes issued pursuant to a PIK Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. If the Issuer or the Guarantors (x) default in a payment of interest on the Notes or (y) default in a payment of principal owing at Maturity on the Notes, the Issuer or the Guarantors, as applicable, will pay the Defaulted Interest (as defined below) in accordance with the procedures set forth below or in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.Borrower;

Appears in 1 contract

Samples: Shared Appreciation Note

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