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Chase Preferred Capital - Hypothecation Loan Agreement Dated April 7, 2000
HYPOTHECATION LOAN AGREEMENT
dated as of
April 7, 2000
between
[ ]
and
CHASE PREFERRED CAPITAL CORPORATION
2
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS......................................................................1
SECTION 1.01. Defined Terms..............................................................1
SECTION 1.02. Terms Generally............................................................8
SECTION 1.03. Accounting Terms; GAAP.....................................................8
ARTICLE II THE CREDITS.....................................................................8
SECTION 2.01. The Commitment.............................................................8
SECTION 2.02. Request for Loan...........................................................8
SECTION 2.03. Funding of Loan............................................................9
SECTION 2.04. Termination and Reduction of the Commitment................................9
SECTION 2.05. Repayment of Loan; Evidence of Debt........................................9
SECTION 2.06. Prepayment of Loan........................................................10
SECTION 2.07. Interest..................................................................10
SECTION 2.08. Taxes.....................................................................11
SECTION 2.09. Payments Generally........................................................12
SECTION 2.10. Limited Recourse..........................................................12
ARTICLE III REPRESENTATIONS AND WARRANTIES................................................12
SECTION 3.01. Organization; Powers......................................................13
SECTION 3.02. Authorization; Enforceability.............................................13
SECTION 3.03. Governmental Approvals; No Conflicts......................................13
SECTION 3.04. Financial Condition; No Material Adverse Change...........................13
SECTION 3.05. Litigation................................................................14
SECTION 3.06. Compliance with Laws and Agreements.......................................14
SECTION 3.07. Taxes.....................................................................14
SECTION 3.08. Origination...............................................................14
SECTION 3.09. HELOCs....................................................................14
ARTICLE IV CONDITIONS.....................................................................14
SECTION 4.01. Documentary Conditions....................................................14
SECTION 4.02. Other Conditions..........................................................15
SECTION 4.03. Effective Date............................................................16
ARTICLE V AFFIRMATIVE COVENANTS...........................................................16
SECTION 5.01. Financial Statements and Other Information................................16
SECTION 5.02. Notices of Material Events................................................17
SECTION 5.03. Existence; Conduct of Business............................................17
SECTION 5.04. Payment of Obligations....................................................17
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SECTION 5.05. Books and Records; Inspection and Audit Rights............................17
ARTICLE VI NEGATIVE COVENANTS.............................................................18
SECTION 6.01. Liens.....................................................................18
SECTION 6.02. Limitation on Actions.....................................................18
ARTICLE VII EVENTS OF DEFAULT.............................................................18
ARTICLE VIII MISCELLANEOUS................................................................20
SECTION 8.01. Notices...................................................................20
SECTION 8.02. Waivers; Amendments.......................................................20
SECTION 8.03. Expenses; Indemnity; Damage Waiver........................................21
SECTION 8.04. Successors and Assigns....................................................22
SECTION 8.05. Survival..................................................................23
SECTION 8.06. Counterparts; Integration; Effectiveness..................................23
SECTION 8.07. Severability..............................................................23
SECTION 8.08. Governing Law.............................................................24
SECTION 8.09. WAIVER OF JURY TRIAL......................................................24
SECTION 8.10. Headings..................................................................24
EXHIBIT A - Form of Borrowing Base Certificate EXHIBIT B - Form of REVT Certificate EXHIBIT C - Form of Security Agreement
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HYPOTHECATION LOAN AGREEMENT dated as of April 7, 2000, between
and CHASE PREFERRED CAPITAL CORPORATION.
The Borrower (as hereinafter defined) has requested that the Lender (as so defined) make a loan to it in a principal amount not exceeding $ . The Lender is prepared to make such loan upon the terms and conditions hereof, and, accordingly, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:
"Account Bank" means
.
"Account Control Agreement" has the meaning assigned to such term in Section 4.01(g).
"Affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
"Applicable Rate" means, with respect to any Interest Payment Period, the rate calculated by the Calculation Agent to be the simple average rate derived by dividing (i) the sum of the Federal Funds Rate in effect for each day during such Interest Payment Period by (ii) the number of days in such Interest Payment Period.
"Board" means the Board of Governors of the Federal Reserve System of the United States of America.
"Borrower" means The Chase Manhattan Bank, a New York banking corporation.
"Borrowing Base" means, as at any date, 85% of the outstanding principal balance of the Eligible HELOCs at such date.
"Borrowing Base Certificate" means a certificate of a Financial Officer of the Servicer (acting on behalf of the Borrower), substantially in the form of Exhibit A and appropriately completed.
"Borrowing Request" means a request by the Borrower for the Loan in accordance with Section 2.02.
"Business Day" means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.
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"Calculation Agent" means the Person appointed by the Lender from time to time to determine the Applicable Rate and the Federal Funds Rate.
"Call Report" means, with respect to any banking organization, the Consolidated Reports of Income and Condition of a Bank filed from time to time by such banking organization with its respective banking regulators.
"Capital Lease Obligations" of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.
"Code" means the Internal Revenue Code of 1986, as amended from time to time.
"Collateral" has the meaning assigned to such term in the Security Agreement.
"Commitment" means the commitment of the Lender to make the Loan hereunder on the Effective Date, expressed as an amount representing the maximum aggregate principal amount of the Loan to be made by the Lender hereunder, as such commitment may be reduced from time to time pursuant to Section 2.04 or as such commitment may be increased from time to time by agreement of the parties. The initial amount of the Commitment is $1,469,513,385.
"Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and "Controlled" have meanings correlative thereto.
"Default" means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.
"Dollars" or "$" refers to lawful money of the United States of America.
"Effective Date" means the date on which the conditions specified in Article IV are satisfied (or waived in accordance with Section 8.02).
"Eligible HELOCs" means, as at any date, the sum of the following (determined without duplication): all HELOCs (i) that are owned by (and in the possession or under the control of) the Borrower as at such date, (ii) that are secured by real property located in a jurisdiction in the United States of America, (iii) in which the Lender has a security interest by virtue of the Security Agreement, and (iv) as to which appropriate Uniform Commercial Code
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financing statements have been filed naming the Borrower as "debtor" and the Lender as "secured party"; provided that the Lender may at any time exclude from Eligible HELOCs any HELOC that the Lender (in its reasonable discretion) determines to be inadequate collateral for the Loan.
"Environmental Laws" means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.
"Environmental Liability" means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
"Event of Default" has the meaning assigned to such term in Article VII.
"Excluded Taxes" means, with respect to the Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located and (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located.
"Federal Funds Rate" means, for any day, the rate published for such day in "Statistical Release H.15(519), Selected Interest Rates" ("H.15(519)"), or in the daily internet update of H.15(519) at http://www.bog.frb.fed.us/releases/h15/update ("H.15 Daily Update"), in each case, under the heading "Federal funds (effective)"; provided, however, that:
(A) the Calculation Agent may, in lieu of the publications
referred to above, obtain the Federal Funds Rate from any recognized
service that regularly displays the daily Federal funds (effective) rate
published in H.15(519);
(B) if the above rate is not published in H.15(519), H.15 Daily
Update or another service selected by the Calculation Agent by 3:00 p.m.
New York City time on any day, the Federal Funds Rate for such day shall
be the rate determined by the Calculation Agent to be the simple average
of the rates for the last transaction in overnight Federal
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funds arranged as of 9:00 a.m. New York City time on such day by three
leading brokers of Federal funds transactions in New York City selected
by the Calculation Agent; and
(C) if on any day fewer than three brokers selected by the
Calculation Agent are quoting as mentioned in (B) above, the Federal
Funds Rate for such day shall be the Federal Funds Rate in effect on the
previous day.
"Financial Officer" means, with respect to any Person, the chief executive officer, the president, the chief operating officer, the chief financial officer, the treasurer, the controller, any senior vice president, any vice president, any assistant vice president or any assistant treasurer of such Person.
"GAAP" means generally accepted accounting principles in the United States of America.
"Governmental Authority" means the government of the United States of America, or of any other nation, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.
"Guarantee" of or by any Person (the "guarantor") means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the "primary obligor") in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.
"H.15(519)" has the meaning assigned to such term in the definition of "Federal Funds Rate".
"H.15 Daily Update" has the meaning assigned to such term in the definition of "Federal Funds Rate".
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"Hazardous Materials" means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
"HELOC" means a home equity line of credit originated or acquired by the Borrower.
"Indebtedness" of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (j) all obligations, contingent or otherwise, of such Person in respect of bankers' acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.
"Indemnified Taxes" means Taxes other than Excluded Taxes.
"Interest Payment Date" means, with respect to the Loan, the last Business Day of each calendar month, the first of which shall be the first such day after the date hereof.
"Interest Payment Period" means:
(A) with respect to the interest on the Loan payable on any Interest Payment Date (other than with respect to interest payable under Section 2.07(b)), the period commencing on the preceding Interest Payment Date to but excluding such Interest Payment Date; provided that the first Interest Payment Period shall commence on the date hereof and end on (but exclude) the first Interest Payment Date; and
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(B) with respect to (i) any interest payable hereunder on any other date (whether by reason of prepayment, default or otherwise), or (ii) interest payable under Section 2.07(b) that is paid on any Interest Payment Date, the period commencing the day such interest begins to accrue to but excluding the day such interest is paid.
"Lender" means Chase Preferred Capital Corporation.
"Lien" means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.
"Loan" means the loan made by the Lender to the Borrower pursuant to this Agreement.
"Loan Documents" means, collectively, this Agreement and the Security Documents.
"Material Adverse Effect" means a material adverse effect on (a) the business, assets, operations or condition, financial or otherwise, of the Borrower, (b) the ability of the Borrower to perform any of its obligations under this Agreement or any of the other Loan Documents or (c) the rights of or benefits available to the Lender under this Agreement or any of the other Loan Documents.
"Maturity Date" means the Interest Payment Date falling on or nearest to December 31, 2001.
"Other Taxes" means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.
"Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
"Principal Exposure" means, at any time, the outstanding principal amount of the Loan at such time.
"Real Estate Value Test" means a test that is satisfied as at any date if the sum for each Eligible HELOC of the excess of (x) the aggregate value of the real property within the meaning of Code Section 856(c)(5)(C) directly securing such HELOC over (y) the principal
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amount of any Indebtedness that is senior to such HELOC and secured by the same property, represents at least ninety-five percent (95%) of the Principal Exposure; provided that the amount of such excess for any HELOC shall not exceed the lesser of the fair market value of the HELOC or the outstanding principal balance of such HELOC.
"Related Parties" means, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person's Affiliates.
"REVT Certificate" means a certificate of a Financial Officer of the Servicer (acting on behalf of the Borrower), substantially in the form of Exhibit B and appropriately completed.
"Security Agreement" means a Security and Assignment Agreement substantially in the form of Exhibit C between the Borrower and the Lender, as the same shall be modified and supplemented and in effect from time to time.
"Security Documents" means, collectively, the Security Agreement, the Account Control Agreement and all Uniform Commercial Code financing statements required by the Security Agreement to be filed with respect to the security interests in personal property and fixtures created pursuant to the Security Agreement.
"Servicer" means Chase Manhattan Mortgage Corporation, a Delaware corporation.
"Subsidiary" means, with respect to any Person (the "parent") at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent's consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless otherwise specified, "Subsidiary" means a Subsidiary of the Borrower.
"Taxes" means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.
"Transactions" means the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents, the borrowing of the Loan and the use of the proceeds thereof.
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"Underlying Mortgage" means, as to each HELOC, the mortgage, deed of trust, deed or other security interest issued in favor of the Borrower in respect thereof.
SECTION 1.02. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person's successors and assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement and (e) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.
SECTION 1.03. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time.
ARTICLE II
THE CREDITS
SECTION 2.01. The Commitment. Subject to the terms and conditions set forth herein, the Lender agrees to make the Loan to the Borrower on the Effective Date in a principal amount equal to its Commitment. Amounts prepaid or repaid in respect of the Loan may not be reborrowed.
SECTION 2.02. Request for Loan.
(a) Notice by the Borrower. To request the Loan, the Borrower shall notify the Lender of such request by telephone not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Loan. Such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Lender of a written Borrowing Request in a form approved by the Lender and signed by the Borrower.
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(b) Content of Borrowing Requests. The Borrowing Request shall specify the following information:
(i) the amount of the requested Loan;
(ii) the date of the Loan, which shall be a Business Day;
and
(iii) the location and number of the Borrower's account to
which funds are to be disbursed, which shall comply with the
requirements of Section 2.03.
SECTION 2.03. Funding of Loan. The Lender will make the Loan available to the Borrower by crediting the amount of the Loan, in immediately available funds by 12:00 noon, New York City time, to an account of the Borrower in New York City and designated by the Borrower in the Borrowing Request.
SECTION 2.04. Termination and Reduction of the Commitment.
(a) Scheduled Termination. Unless previously terminated, the Commitment shall terminate at 5:00 p.m., New York City time, on June 30, 2000.
(b) Voluntary Termination or Reduction. The Borrower may at any time terminate, or from time to time reduce, the Commitment.
(c) Notice of Voluntary Termination or Reduction. The Borrower shall notify the Lender of any election to terminate or reduce the Commitment under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable.
(d) Effect of Termination or Reduction. Any termination or reduction of the Commitment shall be permanent.
SECTION 2.05. Repayment of Loan; Evidence of Debt.
(a) Repayment. The Borrower hereby unconditionally promises to pay to the Lender the outstanding principal amount of the Loan on the Maturity Date.
(b) Maintenance of Records by the Lender. The Lender shall maintain records evidencing the indebtedness of the Borrower to the Lender resulting from the Loan in which it shall record (i) the amount of the Loan made hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower hereunder and (iii) the amount of any sum received by the Lender hereunder.
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(c) Effect of Entries. The entries made in the records maintained pursuant to paragraph (b) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of the Lender to maintain such records or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loan in accordance with the terms of this Agreement.
(d) Promissory Notes. The Lender may request that the Loan be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to the Lender a promissory note payable to the order of the Lender and in a form approved by the Lender. Thereafter, the Loan evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 8.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).
SECTION 2.06. Prepayment of Loan.
(a) Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay the Loan in whole or in part, subject to the requirements of this Section.
(b) Mandatory Prepayments. The Borrower shall from time to time prepay the Loan in such amount as shall be necessary so that (1) the Principal Exposure shall not exceed the Borrowing Base for more than 10 consecutive Business Days, and (2) the Real Estate Value Test shall be satisfied as of the last day of each calendar quarter.
(c) Notices, Etc. The Borrower shall notify the Lender by telephone (confirmed by telecopy) of any prepayment hereunder not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of the Loan or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.07.
SECTION 2.07. Interest.
(a) Loan. The Loan shall bear interest for each Interest Payment Period therefor at a rate per annum equal to the Applicable Rate therefor.
(b) Default Interest. Notwithstanding the foregoing, if any principal of or interest on the Loan or any fee or other amount payable by the Borrower hereunder is not paid within 10 days of the date the same is due, whether at stated maturity, upon acceleration, by mandatory prepayment or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to 2% plus the Applicable Rate.
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(c) Payment of Interest. Accrued interest on the Loan shall be payable in arrears on each Interest Payment Date; provided that interest accrued pursuant to paragraph (b) of this Section shall be payable on demand from time to time.
(d) Computation. All interest hereunder shall be computed on the basis of a year of 360 days, and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The Applicable Rate shall be determined by the Lender, and such determination shall be conclusive absent manifest error.
SECTION 2.08. Taxes.
(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
(b) Payment of Other Taxes by the Borrower. In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.
(c) Indemnification by the Borrower. The Borrower shall indemnify the Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Lender and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by the Lender shall be conclusive absent manifest error.
(d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Lender the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Lender.
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SECTION 2.09. Payments Generally.
(a) Payments by the Borrower. The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.08, or otherwise) or under any other Loan Document (except to the extent otherwise provided therein) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender at its offices at 270 Park Avenue, New York, New York 10017, except as otherwise expressly provided in the relevant Loan Document. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day...
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