Wire Instructions. Any part of the Liquidity Amount to be disbursed into the Operations Reserve shall be disbursed by wire transfer of immediately available funds in accordance with the wire instructions attached hereto as EXHIBIT "A." Any part of the Liquidity Amount to be disbursed into the Withdrawing Member shall be disbursed by wire transfer of immediately available funds in accordance with the wire instructions attached hereto as EXHIBIT "B." Any part of the Liquidity Amount to be disbursed to Subsidiary shall be disbursed by wire transfer of immediately available funds in accordance with the wire instructions attached hereto as EXHIBIT "C." To the extent that any of the attached wiring instructions require Escrowee to notify a person or party by telephone or fax of such wire, the amount of such wire, the date and time of the sending of such wire and the Fed Reference Number for such wire, Escrowee shall comply with such instructions. Cordish Affiliate shall have the right, from time to time, to change the wire instructions applicable for disbursements into the Operations Reserve by Notice to the other parties hereto. Withdrawing Member shall have the right, from time to time, to change the wire instructions applicable for disbursements to Withdrawing Member by Notice to the other parties hereto. Subsidiary shall have the right, from time to time, to change the wire instructions applicable for disbursements to Subsidiary by Notice to the other parties hereto. Any such change of wire instructions by a party hereto or Withdrawing Member shall become effective five (5) Business Days after the effective date of such Notice to Escrowee.
Appears in 3 contracts
Sources: Contribution Agreement (Inland Western Retail Real Estate Trust Inc), Contribution Agreement (Inland Western Retail Real Estate Trust Inc), Contribution Agreement (Inland Western Retail Real Estate Trust Inc)
Wire Instructions. Any part of the Liquidity Escrow Amount to be disbursed into the Operations Reserve shall be disbursed by wire transfer of immediately available funds in accordance with the wire instructions attached hereto as EXHIBIT "A." B". Any part of the Liquidity Escrow Amount to be disbursed into the Withdrawing Member shall be disbursed by wire transfer of immediately available funds in accordance with the wire instructions attached hereto as EXHIBIT "B." C". Any part of the Liquidity Escrow Amount to be disbursed to Subsidiary shall be disbursed by wire transfer of immediately available funds in accordance with the wire instructions attached hereto as EXHIBIT "C." D". To the extent that any of the attached wiring instructions require Escrowee to notify a person or party by telephone or fax of such wire, the amount of such wire, the date and time of the sending of such wire and the Fed Reference Number for such wire, Escrowee shall comply with such instructions. Cordish Affiliate shall have the right, from time to time, to change the wire instructions applicable for disbursements into the Operations Reserve by Notice to the other parties hereto. Withdrawing Member shall have the right, from time to time, to change the wire instructions applicable for disbursements to Withdrawing Member by Notice to the other parties hereto. Subsidiary shall have the right, from time to time, to change the wire instructions applicable for disbursements to Subsidiary by Notice to the other parties hereto. Any such change of wire instructions by a party hereto or Withdrawing Member shall become effective five (5) Business Days after the effective date of such Notice to EscroweeEscrowee and the other parties hereto.
Appears in 1 contract
Sources: Contribution Agreement (Inland Western Retail Real Estate Trust Inc)
Wire Instructions. Any part of the Liquidity Escrow Amount to be disbursed into the Operations Reserve shall be disbursed by wire transfer of immediately available funds in accordance with the wire instructions attached hereto as EXHIBIT "A." B". Any part of the Liquidity Escrow Amount to be disbursed into the Withdrawing Member shall be disbursed by wire transfer of immediately available funds in accordance with the wire instructions attached hereto as EXHIBIT "B." C". Any part of the Liquidity Escrow Amount to be disbursed to Subsidiary shall be disbursed by wire transfer of immediately available funds in accordance with the wire instructions attached hereto as EXHIBIT "C." D". To the extent that any of the attached wiring instructions require Escrowee to notify a person or party by telephone or fax of such wire, the amount of such wire, the date and time of the sending of such wire and the Fed Reference Number for such wire, Escrowee shall comply with such instructions. Cordish Affiliate shall have the right, from time to time, to change the wire instructions applicable for disbursements into the Operations Reserve by Notice to the other parties hereto. Withdrawing Member shall have the right, from time to time, to change the wire instructions applicable for disbursements to Withdrawing Member by Notice to the other parties hereto. Subsidiary shall have the right, from time to time, to change the wire instructions applicable for disbursements to Subsidiary by Notice to the other parties hereto. Any such change of wire instructions by a party hereto or Withdrawing Member shall become effective five (5) Business Days after the effective date of such Notice to Escrowee.
Appears in 1 contract
Sources: Contribution Agreement (Inland Western Retail Real Estate Trust Inc)
Wire Instructions. Any part of the Liquidity Amount to be disbursed into to the Operations Reserve shall be disbursed by wire transfer of immediately available funds in accordance with the wire instructions attached hereto as EXHIBIT "A." Any part of the Liquidity Amount to be disbursed into to the Withdrawing Member Capital Reserve shall be disbursed by wire transfer of immediately available funds in accordance with the wire instructions attached hereto as EXHIBIT "B." Any part of the Liquidity Amount to be disbursed to Subsidiary shall be disbursed by wire transfer of immediately available funds in accordance with the wire instructions attached hereto as EXHIBIT "C." To the extent that any of the attached wiring instructions require Escrowee to notify a person or party by telephone or fax of such wire, the amount of such wire, the date and time of the sending of such wire and the Fed Reference Number for such wire, Escrowee shall comply with such instructions. Cordish Affiliate shall have the right, from time to time, to change the wire instructions applicable for disbursements into the Operations Reserve by Notice to the other parties hereto. Withdrawing Member CR Affiliate shall have the right, from time to time, to change the wire instructions applicable for disbursements to Withdrawing Member CR Affiliate by Notice to the other parties hereto. Subsidiary shall have the right, from time to time, to change the wire instructions applicable for disbursements to Subsidiary by Notice to the other parties hereto. Any such change of wire instructions by a party hereto or Withdrawing Member CR Affiliate shall become effective five (5) Business Days after the effective date of such Notice to Escrowee.
Appears in 1 contract
Sources: Contribution Agreement (Inland Western Retail Real Estate Trust Inc)
Wire Instructions. Any part of the Liquidity Escrow Amount to be disbursed into to the Operations Reserve shall be disbursed by wire transfer of immediately available funds in accordance with the wire instructions attached hereto as EXHIBIT "A." B". Any part of the Liquidity Escrow Amount to be disbursed into the Withdrawing Member Capital Reserve shall be disbursed by wire transfer of immediately available funds in accordance with the wire instructions attached hereto as EXHIBIT "B." C". Any part of the Liquidity Escrow Amount to be disbursed to Subsidiary shall be disbursed by wire transfer of immediately available funds in accordance with the wire instructions attached hereto as EXHIBIT "C." D". To the extent that any of the attached wiring instructions require Escrowee to notify a person or party by telephone or fax of such wire, the amount of such wire, the date and time of the sending of such wire and the Fed Reference Number for such wire, Escrowee shall comply with such instructions. Cordish Affiliate shall have the right, from time to time, to change the wire instructions applicable for disbursements into to the Operations Reserve by Notice to the other parties hereto. Withdrawing Member CR Affiliate shall have the right, from time to time, to change the wire instructions applicable for disbursements to Withdrawing Member the Capital Reserve by Notice to the other parties hereto. Subsidiary shall have the right, from time to time, to change the wire instructions applicable for disbursements to Subsidiary by Notice to the other parties hereto. Any such change of wire instructions by a party hereto or Withdrawing Member CR Affiliate shall become effective five (5) Business Days after the effective date of such Notice to Escrowee.
Appears in 1 contract
Sources: Contribution Agreement (Inland Western Retail Real Estate Trust Inc)
Wire Instructions. Any part of the Liquidity Amount to be disbursed into the Operations Reserve shall be disbursed by wire transfer of immediately available funds in accordance with the wire instructions attached hereto as EXHIBIT "A." Any part of the Liquidity Amount to be disbursed into the Withdrawing Member Member, care of Euram Inc., shall be disbursed by wire transfer of immediately available funds in accordance with the wire instructions attached hereto as EXHIBIT "B." Any part of the Liquidity Amount to be disbursed to Subsidiary shall be disbursed by wire transfer of immediately available funds in accordance with the wire instructions attached hereto as EXHIBIT "C." To the extent that any of the attached wiring instructions require Escrowee to notify a person or party by telephone or fax of such wire, the amount of such wire, the date and time of the sending of such wire and the Fed Reference Number for such wire, Escrowee shall comply with such instructions. Cordish Affiliate shall have the right, from time to time, to change the wire instructions applicable for disbursements into the Operations Reserve by Notice to the other parties hereto. Withdrawing Member Member, acting solely through Euram Inc., shall have the right, from time to time, to change the wire instructions applicable for disbursements to Withdrawing Member by Notice to the other parties hereto. Subsidiary shall have the right, from time to time, to change the wire instructions applicable for disbursements to Subsidiary by Notice to the other parties hereto. Any such change of wire instructions by a party hereto or Withdrawing Member Member, acting solely through Euram Inc., shall become effective five (5) Business Days after the effective date of such Notice to Escrowee.
Appears in 1 contract
Sources: Contribution Agreement (Inland Western Retail Real Estate Trust Inc)
Wire Instructions. Any part [In consideration of your agreement to accept notice prior to the effectiveness of the Liquidity Amount Agreement for a Eurodollar Rate Loan to be disbursed into made on June 25, 2018, we hereby agree to indemnify you to the Operations Reserve shall extent provided in Section 3.05 (Funding Losses) of the Agreement in the event such Term Borrowing of Term Loans for any reason fails to occur, such indemnity to be disbursed by wire transfer of immediately available funds effective whether or not the Agreement becomes effective.]3 3 To be included for Borrowings on the Closing Date. ALERIS INTERNATIONAL, INC. By: Name: Title: FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the wire instructions attached hereto as EXHIBIT "A." Any part provisions of the Liquidity Amount Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Term Loan made by the Lender to be disbursed into the Withdrawing Member Borrower under that certain First Lien Credit Agreement, dated as of June 25, 2018 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “Agreement”; the capitalized terms defined therein being used herein as therein defined), among ALERIS INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), ALERIS CORPORATION, a Delaware corporation (“Holdings”), the Lenders from time to time party thereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Term Loan made by the Lender to the Borrower under the Agreement from the date of such Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be disbursed by wire transfer made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (for the avoidance of doubt, such unpaid amount shall bear interest before as well as after any judgment with respect thereto) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and the Collateral Documents and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement (after the expiration of any applicable cure period), all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Term Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Term Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL INCOME TAX PURPOSES. BEGINNING NO LATER THAN TEN (10) DAYS AFTER THE ISSUE DATE OF THIS NOTE, THE HOLDER OF THIS NOTE MAY REQUEST, AND WILL PROMPTLY BE MADE AVAILABLE UPON REQUEST, THE FOLLOWING INFORMATION WITH RESPECT TO THE NOTE: ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY. ANY REQUEST SHALL BE MADE TO THE [TITLE] OF THE BORROWER AT [ADDRESS AND/OR PHONE NUMBER].THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. ALERIS INTERNATIONAL, INC. By: Name: Title: FORM OF COMPLIANCE CERTIFICATE4 To: Deutsche Bank AG New York Branch, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Credit Agreement, dated as of June 25, 2018 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with the wire instructions attached hereto as EXHIBIT "B." Any part of the Liquidity Amount to be disbursed to Subsidiary shall be disbursed by wire transfer of immediately available funds in accordance with the wire instructions attached hereto as EXHIBIT "C." To the extent that any of the attached wiring instructions require Escrowee to notify a person or party by telephone or fax of such wireits terms, the amount of such wire“Agreement;” the capitalized terms defined therein being used herein as therein defined), among ALERIS INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), ALERIS CORPORATION, a Delaware corporation (“Holdings”), the date and time of the sending of such wire and the Fed Reference Number for such wire, Escrowee shall comply with such instructions. Cordish Affiliate shall have the right, Lenders from time to timetime party thereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the Borrower, and that, as such, he/she is authorized to change the wire instructions applicable for disbursements into the Operations Reserve by Notice execute and deliver this Compliance Certificate (this “Certificate”) to the other parties hereto. Withdrawing Member shall have Administrative Agent on behalf of the rightBorrower, from time to time, to change the wire instructions applicable and that: [Use following paragraph 1 for disbursements to Withdrawing Member by Notice to the other parties hereto. Subsidiary shall have the right, from time to time, to change the wire instructions applicable for disbursements to Subsidiary by Notice to the other parties hereto. Any such change of wire instructions by a party hereto or Withdrawing Member shall become effective five (5) Business Days after the effective date of such Notice to Escrowee.fiscal year-end financial statements]
Appears in 1 contract