Common use of Applicable Margins Clause in Contracts

Applicable Margins. The interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Leverage Ratio. Any such change in the Applicable Margin shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(iv) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificate. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. The per annum Applicable Margins that will be either added to the Floor Base Rate to determine the Base Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period shall be determined as follows: Base Rate Leverage Ratio LIBOR Applicable Margin Applicable Margin > 55% but ≤ 60% 4.25 % 0 > 50% but ≤ 55% 3.75 % 0 > 45% but ≤ 50% 3.25 % 0 ≤45% 3.00 % 0

Appears in 2 contracts

Samples: Senior Revolving Credit Agreement (Terreno Realty Corp), Senior Revolving Credit Agreement (Terreno Realty Corp)

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Applicable Margins. The Prior to the Investment Grade Rating Date, the interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Leverage Ratio. Any such change in the Applicable Margin shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(iv) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificatecertificate and provided further that if any such compliance certificate has not been delivered by the date required under Section 6.1(iv) and remains undelivered for five (5) business days after written notice thereof from the Administrative Agent, the Applicable Margins shall accrue as if the Leverage Ratio were in excess of 55% until such delivery occurs. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. The per annum Applicable Margins that will be either added to the Floor Base Rate to determine the Base Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period (the “Leverage Based Pricing Grid”) shall be determined as follows: Base Rate Revolving Credit Facility: Leverage Ratio LIBOR Applicable Margin Base Rate Applicable Margin > 55% but £ 60% 4.25 1.90% 0 0.90% > 50% but £ 55% 3.75 1.70% 0 0.70% > 45% but £ 50% 3.25 1.55% 0 ≤450.55% 3.00 > 40% 0but £ 45% 1.50% 0.50% £ 40% 1.35% 0.35% Term A Loan Facility and Term B Loan Facility: Leverage Ratio LIBOR Applicable Margin Base Rate Applicable Margin > 55% but £ 60% 1.85% 0.85% > 50% but £ 55% 1.65% 0.65% > 45% but £ 50% 1.50% 0.50% > 40% but £ 45% 1.45% 0.45% £ 40% 1.30% 0.30% On and at all times after the Investment Grade Rating Date, at the one-time irrevocable election of the Borrower, the Applicable Margins thereafter shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Credit Ratings of Borrower, and the Facility Fee Percentage shall be similarly determined. The change from the Leverage Based Pricing Grid above to the Rating Based Pricing Grid below shall be effective as of the first day of the first calendar month immediately following the month in which the Administrative Agent receives written notice delivered by the Borrower that it has achieved such Investment Grade Ratings. Any subsequent change in any of the Borrower’s Credit Ratings which would cause a different level to be applicable shall be effective as of the first day of the first calendar month immediately following the month in which the Administrative Agent receives written notice delivered by the Borrower that such change in a Credit Rating has occurred; provided, however, if the Borrower has not delivered the notice required but the Administrative Agent becomes aware that any of the Borrower’s Credit Ratings have changed, then the Administrative Agent shall adjust the level effective as of the first day of the first calendar month following the date the Administrative Agent becomes aware of such change in Borrower’s Credit Ratings. The per annum Applicable Margins that will be either added to the Alternate Base Rate to determine the Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period and the Facility Fee Percentage (the “Ratings Based Pricing Grid”) shall be determined as follows: Ratings Based Pricing Grid Revolving Credit Facility Credit Rating (S&P/Fitch or Xxxxx’x) LIBOR Applicable Margin Base Rate Applicable Margin Facility Fee Percentage At least A- or A3 0.875% 0.00% 0.125% At least BBB+ or Baa1 0.925% 0.00% 0.15% At least BBB or Baa2 1.05% 0.05% 0.20% At least BBB- or Baa3 1.25% 0.25% 0.25% Below BBB- and Baa3 1.55% 0.55% 0.30% Ratings Based Pricing Grid Term A Loan Facility and Term B Loan Facility Credit Rating (S&P/Fitch or Xxxxx’x) LIBOR Applicable Margin Base Rate Applicable Margin At least A- or A3 0.90% 0.00% At least BBB+ or Baa1 0.95% 0.00% At least BBB or Baa2 1.10% 0.10% At least BBB- or Baa3 1.35% 0.35% Below BBB- and Baa3 1.75% 0.75% During any period for which the rating agencies assign Credit Ratings which correspond to three different levels in the Ratings Based Pricing Grid, the Applicable Margins and Facility Fee Percentage (if applicable) will be determined by (A) the highest Credit Rating, if the Credit Ratings differ by only one level and (B) the average of the two highest Credit Ratings, if the Credit Ratings differ by two or more levels (unless the average of such two highest Credit Ratings is not a recognized level, in which case the Applicable Margin will be based on the level corresponding to the second highest Credit Rating). During any period for which the rating agencies assign Credit Ratings which correspond to two different levels in the Ratings Based Pricing Grid the Applicable Margins and Facility Fee Percentage (if applicable) will be determined by (A) the highest Credit Rating, if the Credit Ratings differ by only one level and (B) the median of the two Credit Ratings, if the Credit Ratings differ by two or more levels (unless the median of such two Credit Ratings is not a recognized level, in which case the Applicable Margin will be based on the level which is one (1) level below the level corresponding to the higher of such Credit Ratings). During any period for which the Borrower has received a Credit Rating from only one Rating Agency, the Applicable Margin shall be determined based on such Credit Rating so long as such Credit Rating is from either S&P or Xxxxx’x, and otherwise at the “Below BBB- and Baa3” level.

Appears in 1 contract

Samples: Senior Credit Agreement (Terreno Realty Corp)

Applicable Margins. The interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current then‑current Leverage Ratio. Any such change in the Applicable Margin shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(iv6.1(v) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificate. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Facility Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. The per annum Applicable Margins that will be either added to the Floor Alternate Base Rate to determine the Base Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period shall be determined as follows: Base Rate Leverage Ratio LIBOR Applicable Margin ABR Applicable Margin < 45% 1.65% .65% > 45%, < 50% 1.75% .75% > 50%, < 55% 1.95% .95% > 55% but ≤ 602.25% 4.25 1.25% 0 > 50% but ≤ 55% 3.75 % 0 > 45% but ≤ 50% 3.25 % 0 ≤45% 3.00 % 0G-1-1 13171960\V-5 EXHIBIT G-2

Appears in 1 contract

Samples: Credit Agreement (Glimcher Realty Trust)

Applicable Margins. The interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Leverage Ratio. Any such change in the Applicable Margin shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(iv6.1(v) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificate. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Facility Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. The per annum Applicable Margins that will be either added to the Floor Alternate Base Rate to determine the Base Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period shall be determined as follows: Base Rate Leverage Ratio LIBOR Applicable Margin ABR Applicable Margin ≤ 50% 3.25% 2.25% > 50%, ≤ 55% 3.50% 2.50% > 55% but %, ≤ 60% 4.25 4.00% 0 3.00% > 5060%, ≤ 65% but ≤ 554.25% 3.75 3.25% 0 > 45% but ≤ 50% 3.25 % 0 ≤45% 3.00 % 0EXHIBIT H-1

Appears in 1 contract

Samples: Credit Agreement (Glimcher Realty Trust)

Applicable Margins. The interest due hereunder with respect to Initially, and continuing through the Advances shall vary from time to time day immediately preceding the first Adjustment Date that occurs on or after the Effective Date, the applicable LIBOR Margin, Base Rate Margin and shall be determined by reference to the Type of Advance and the then-current Leverage Ratio. Any such change in the Applicable Fixed Rate Margin shall be made 3.75%, 2.75% and 2.00% per annum, respectively. Commencing on such Adjustment Date, the applicable LIBOR Margin, Base Rate Margin and Fixed Rate Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing table below opposite the applicable Leverage Ratio of Borrower; provided, that in the event that (i) Administrative Agent shall not receive the financial statements or Compliance Certificate required pursuant to Subsections 4.4(A), 4.4(B) and 4.4(C) when due, or (ii) an Event of Default occurs, then from such due date or date and until the fifth (5th) day subsequent to Business Day following Administrative Agent’s receipt of such overdue financial statements and Compliance Certificate or for so long as such Event of Default continues, the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(iv) with respect to the preceding fiscal quarter of Borrowerapplicable LIBOR Margin, provided that the Administrative Agent does not object to the information provided in such certificate. Such changes Base Rate Margin and Fixed Rate Margin shall be given prospective effect only4.25%, 3.25% and no recalculation shall be done with respect to interest or Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin2.50%, respectively. If any such compliance certificate shall later be determined to be incorrect and TERM LOANS AND REVOLVING LOAN PRICING TABLE Leverage Ratio LIBOR Margin Base Rate Margin Fixed Rate Margin > 3.00:1 4.25% 3.25% 2.50% > 2.50:1 < 3.00:1 3.75% 2.75% 2.00% < 2.50:1 3.25% 2.25% 1.50% If, as a result of any restatement of or other adjustment to any financial statements referred to above or for any other reason, Administrative Agent determines in good faith that (i) the Leverage Ratio as calculated by Borrower as of any applicable date was inaccurate and (ii) a higher Applicable Margin should proper calculation of the Leverage Ratio would have been resulted in effect different pricing for any period, then (1) if the proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, Borrower shall automatically and retroactively be obligated to pay to Administrative Agent, promptly on demand by Administrative Agent, an amount equal to the Administrative Agent for the benefit excess of the Lenders all additional amount of interest that should have been paid for such period over the amount of interest actually paid for such period; and fees which (2) if the proper calculation of the Leverage Ratio would have accrued if the original compliance certificate had been correctresulted in lower pricing for such period, as shown on an invoice to be prepared by the Administrative Agent and delivered Lenders shall have no obligation to repay any interest to Borrower; provided that if, on as a result of any restatement or other event a proper calculation of the next Payment Date following delivery of such invoice. The per annum Applicable Margins that will be either added Leverage Ratio would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the Floor Base Rate shifting of income or expenses from one period to determine another period or any similar reason), then the Base Rate or added amount payable by Borrower pursuant to LIBOR Base Rate clause (as adjusted for any Reserve Requirement1) to determine the LIBOR Rate for any LIBOR Interest Period above shall be determined as follows: Base Rate Leverage Ratio LIBOR Applicable Margin Applicable Margin > 55% but ≤ 60% 4.25 % 0 > 50% but ≤ 55% 3.75 % 0 > 45% but ≤ 50% 3.25 % 0 ≤45% 3.00 % 0based upon the excess, if any, of the amount of interest that should have been paid for all applicable periods over the amount of interest paid for all such periods.

Appears in 1 contract

Samples: Credit Agreement (Surewest Communications)

Applicable Margins. The Prior to the Investment Grade Rating Date, the interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Leverage Ratio. Any such change in the Applicable Margin shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(iv) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificatecertificate and provided further that if any such compliance certificate has not been delivered by the date required under Section 6.1(iv) and remains undelivered for five (5) business days after written notice thereof from the Administrative Agent, the Applicable Margins shall accrue as if the Leverage Ratio were in excess of 55% until such delivery occurs. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. The per annum Applicable Margins that will be either added to the Floor Base Rate to determine the Base Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period (the “Leverage Based Pricing Grid”) shall be determined as follows: Base Rate Revolving Credit Facility, Term A Loan Facility and Term C Loan Facility: Leverage Ratio LIBOR Applicable Margin Base Rate Applicable Margin > 55% but < 60% 4.25 2.05% 0 1.05% > 50% but < 55% 3.75 1.95% 0 0.95% > 45% but < 50% 3.25 1.85% 0 ≤450.85% 3.00 > 40% 0but < 45% 1.65% 0.65% < 40% 1.50% 0.50% Term B Loan Facility: Leverage Ratio LIBOR Applicable Margin Base Rate Applicable Margin > 55% but < 60% 2.30% 1.30% > 50% but < 55% 2.20% 1.20% > 45% but < 50% 2.10% 1.10% > 40% but < 45% 1.90% 0.90% < 40% 1.75% 0.75% On and at all times after the Investment Grade Rating Date, at the one-time irrevocable election of the Borrower, the Applicable Margins thereafter shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Credit Ratings of Borrower, and the Facility Fee Percentage shall be similarly determined. The change from the Leverage Based Pricing Grid above to the Rating Based Pricing Grid below shall be effective as of the first day of the first calendar month immediately following the month in which the Administrative Agent receives written notice delivered by the Borrower that it has achieved such Investment Grade Ratings. Any subsequent change in any of the Borrower’s Credit Ratings which would cause a different level to be applicable shall be effective as of the first day of the first calendar month immediately following the month in which the Administrative Agent receives written notice delivered by the Borrower that such change in a Credit Rating has occurred; provided, however, if the Borrower has not delivered the notice required but the Administrative Agent becomes aware that any of the Borrower’s Credit Ratings have changed, then the Administrative Agent shall adjust the level effective as of the first day of the first calendar month following the date the Administrative Agent becomes aware of such change in Borrower’s Credit Ratings. The per annum Applicable Margins that will be either added to the Alternate Base Rate to determine the Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period and the Facility Fee Percentage (the “Ratings Based Pricing Grid”) shall be determined as follows: Ratings Based Pricing Grid Revolving Credit Facility Credit Rating (S&P/Xxxxx’x/Fitch) LIBOR Applicable Margin Base Rate Applicable Margin Facility Fee Percentage All-in Drawn Rate At least A- or A3 0.95 % 0.00 % 0.10 % 1.05 % At least BBB+ or Baa1 1.00 % 0.05 % 0.15 % 1.15 % At least BBB or Baa2 1.10 % 0.10 % 0.20 % 1.30 % At least BBB- or Baa3 1.30 % 0.30 % 0.25 % 1.55 % Below BBB- and Baa3 1.70 % 0.75 % 0.30 % 2.00 % Ratings Based Pricing Grid Term A Loan Facility and Term C Loan Facility Credit Rating (S&P/Xxxxx’x/Fitch) LIBOR Applicable Margin Base Rate Applicable Margin At least A- or A3 0.95 % 0.00 % At least BBB+ or Baa1 1.05 % 0.05 % At least BBB or Baa2 1.20 % 0.20 % At least BBB- or Baa3 1.50 % 0.50 % Below BBB- and Baa3 1.95 % 0.90 % Ratings Based Pricing Grid Term B Loan Facility Credit Rating (S&P/Xxxxx’x/Fitch) LIBOR Applicable Margin Base Rate Applicable Margin At least A- or A3 1.20 % 0.20 % At least BBB+ or Baa1 1.30 % 0.30 % At least BBB or Baa2 1.45 % 0.45 % At least BBB- or Baa3 1.75 % 0.75 % Below BBB- and Baa3 2.20 % 1.20 % During any period for which the rating agencies assign Credit Ratings which correspond to three different levels in the Ratings Based Pricing Grid the Applicable Margins and Facility Fee Percentage (if applicable) will be determined by (A) the highest Credit Rating, if the Credit Ratings differ by only one level and (B) the average of the two highest Credit Ratings, if the Credit Ratings differ by two or more levels (unless the average of such two highest Credit Ratings is not a recognized level, in which case the Applicable Margin will be based on the level corresponding to the second highest Credit Rating). During any period for which the rating agencies assign Credit Ratings which correspond to two different levels in the Ratings Based Pricing Grid the Applicable Margins and Facility Fee Percentage (if applicable) will be determined by (A) the highest Credit Rating, if the Credit Ratings differ by only one level and (B) the median of the two Credit Ratings, if the Credit Ratings differ by two or more levels (unless the median of such two Credit Ratings is not a recognized level, in which case the Applicable Margin will be based on the level which is one (1) level below the level corresponding to the higher of such Credit Ratings). During any period for which the Borrower has received a Credit Rating from only one Rating Agency, the Applicable Margin shall be determined based on such Credit Rating so long as such Credit Rating is from either S&P or Xxxxx’x, and otherwise at the “Below BBB- and Baa3” level.

Appears in 1 contract

Samples: Senior Credit Agreement (Terreno Realty Corp)

Applicable Margins. The interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Leverage Ratio. Any such change in the Applicable Margin shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(iv6.1(v) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificate. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Facility Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. The per annum Applicable Margins that will be either added to the Floor Alternate Base Rate to determine the Base Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period shall be determined as follows: Base Rate Leverage Ratio LIBOR Applicable Margin ABR Applicable Margin < 45% 2.00% 1.00% > 45%, < 50% 2.25% 1.25% > 50%, < 55% 2.375% 1.375% > 55% but ≤ 602.75% 4.25 1.75% 0 > 50% but ≤ 55% 3.75 % 0 > 45% but ≤ 50% 3.25 % 0 ≤45% 3.00 % 0EXHIBIT H-1

Appears in 1 contract

Samples: Credit Agreement (Glimcher Realty Trust)

Applicable Margins. The interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Leverage RatioCollateral Pool Implied DSCR. Any such change in the Applicable Margin shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(iv) with respect to the performance of the Collateral Assets for the preceding fiscal quarter of Borrowercalendar month, provided that the Administrative Agent does not object to the information provided in such certificate. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. The per annum Applicable Margins that will be either added to the Floor Base Rate to determine the Base Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period shall be determined as follows: Base Rate Leverage Ratio Collateral Pool Implied DSCR LIBOR Applicable Margin Base Rate Applicable Margin > 55% but ≤ 60% 4.25 < 1.25 to 1 3.50% 0 > 50% but ≤ 55% 3.75 % 0 > 45% but ≤ 50% 3.25 % 0 ≤45% 3.00 1.25 to 1 2.75% 0

Appears in 1 contract

Samples: Senior Secured Term Loan Agreement (Terreno Realty Corp)

Applicable Margins. The interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Leverage Ratio. Any such change in the Applicable Margin shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(iv) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificatecertificate and provided further that if any such compliance certificate has not been delivered by the date required under Section 6.1(iv) and remains undelivered for five (5) business days after written notice thereof from the Administrative Agent, the Applicable Margins shall accrue as if the Leverage Ratio were in excess of 55% until such delivery occurs. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. The per annum Applicable Margins that will be either added to the Floor Base Rate to determine the Base Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period shall be determined as follows: Base Rate Leverage Ratio LIBOR Applicable Margin Base Rate Applicable Margin > 55% but < 60% 4.25 2.65 % 0 > 50% but < 55% 3.75 2.40 % 0 > 45% but < 50% 3.25 2.15 % 0 ≤45> 40% 3.00 but < 45% 1.90 % 0 < 40% 1.65 % 0

Appears in 1 contract

Samples: Senior Credit Agreement (Terreno Realty Corp)

Applicable Margins. The interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Leverage RatioRatio in effect as of the last day of the most recent fiscal quarter of the Borrower for which financial results have been reported. The Unused Fee due under Section 2.5 shall be determined by reference to the Leverage Ratio in effect as of the last day of the most recent fiscal quarter for which financial results have been reported. Any such change in the Applicable Margin and Unused Fee Percentage shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(iv6.1(d) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificate. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Letter of Credit Fees accrued prior to the date of such change in the Applicable MarginMargin or Unused Fee Percentage. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin and/or Unused Fee Percentage should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. The per annum Applicable Margins that will be either added to the Floor Alternate Base Rate to determine the Base Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for in effect from time to time during any LIBOR Interest Period with respect to Loans as well as the Unused Fee due under Section 2.5 shall be determined as follows: Base Rate follows (the “Leverage Based Pricing Schedule”): Leverage Ratio LIBOR Applicable Margin ABR Applicable Margin Unused Fee Percentage < 35% 1.20 % 0.20 % 0.15 % > 35%, < 40% 1.25 % 0.25 % 0.15 % > 40%, < 45% 1.30 % 0.30 % 0.20 % > 45%, < 50% 1.40 % 0.40 % 0.20 % > 50%, < 55% 1.50 % 0.50 % 0.25 % > 55% 1.70 % 0.70 % 0.25 % Notwithstanding the foregoing, effective as of the date on which Borrower receives an Investment Grade Rating or any date thereafter on which Borrower maintains such an Investment Grade Rating, Borrower may make a one-time election, upon not less than five (5) Business Days prior written notice to the Administrative Agent, for the per annum Applicable Margins that will be either added to the Alternate Base Rate to determine the Floating Rate or added to LIBOR Base Rate to determine the LIBOR Rate in effect from time to time during any Interest Period with respect to Loans, as well as the Unused Fee due under Section 2.5 thereafter to be determined as follows (the “Ratings Based Pricing Schedule”): Rating LIBOR Applicable Margin ABR Applicable Margin Unused Fee Percentage At least A or A2 0.800 % 0.000 % 0.125 % At least A- or A3 0.850 % 0.000 % 0.125 % At least BBB+ or Baa1 0.900 % 0.000 % 0.150 % At least BBB or Baa2 1.000 % 0.000 % 0.20 % At least BBB- or Baa3 1.250 % 0.250 % 0.25 % Below BBB- or Baa3 1.650 % 0.650 % 0.25 % If S&P and Xxxxx’x assign ratings which correspond to two different but ≤ 60% 4.25 % 0 > 50% adjacent levels in the Ratings Based Pricing Schedule, the Applicable Margins and Unused Fee Percentage will be determined based on the level corresponding to the higher of such two adjacent levels of ratings. If S&P and Xxxxx’x assign ratings which correspond to two different, non-adjacent levels in the Ratings Based Pricing Schedule, the Applicable Margins and Unused Fee Percentage will be determined based on the level which is one (1) level above the lowest of such ratings. In the event that only one of S&P and Xxxxx’x assigns a rating, then the Applicable Margins and Unused Fee Percentage will be determined based on such single rating. Any such election by Borrower shall be irrevocable and the Ratings Based Pricing Schedule shall apply throughout the remaining term of the Loans. Any subsequent change in any of the Borrower’s ratings which would cause a different level to be applicable shall be effective as of the first day of the first calendar month immediately following the month in which the Administrative Agent receives written notice delivered by the Borrower that such change in a rating has occurred; provided, however, if the Borrower has not delivered the notice required but ≤ 55% 3.75 % 0 > 45% but ≤ 50% 3.25 % 0 ≤45% 3.00 % 0the Administrative Agent becomes aware that any of the Borrower’s ratings have changed, then the Administrative Agent shall adjust the level effective as of the first day of the first calendar month following the date the Administrative Agent becomes aware of such change in Borrower’s ratings. EXHIBIT H

Appears in 1 contract

Samples: Assignment Agreement (InvenTrust Properties Corp.)

Applicable Margins. The interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Leverage Ratio. Any such change in the Applicable Margin shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(iv6.1(e) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificate. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Facility Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. If Borrower shall fail to deliver to the Administrative Agent any such compliance certificate by the date required under Section 6.1(v), the highest Applicable Margins set forth below shall apply until such compliance certificate has been delivered. The per annum Applicable Margins that will be either added to the Floor Alternate Base Rate to determine the Base Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period shall be determined as follows: Base Rate Leverage Ratio LIBOR Applicable Margin ABR Applicable Margin < 45% 2.00 % 1.00 % > 45%, < 50% 2.25 % 1.25 % > 50%, < 55% 2.50 % 1.50 % > 55% but ≤ %, < 60% 4.25 2.75 % 0 > 501.75 % but ≤ 55As of the Effective Date of the Third Amendment to this Agreement, based on the Leverage Ratio shown on the most recent compliance certificate delivered to the Administrative Agent by Borrower, the LIBOR Applicable Margin is 2.75% 3.75 % 0 > 45% but ≤ 50% 3.25 % 0 ≤45% 3.00 % 0and the ABR Applicable Margin is 1.75%.

Appears in 1 contract

Samples: Credit Agreement (Inland Real Estate Corp)

Applicable Margins. The interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Leverage RatioRatio in effect as of the last day of the most recent fiscal quarter of the Borrower for which financial results have been reported. The Unused Fee due under Section 2.5 shall be determined by reference to the Leverage Ratio in effect as of the last day of the most recent fiscal quarter for which financial results have been reported. Any such change in the Applicable Margin and Unused Fee Percentage shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(iv6.1(d) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificate. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Letter of Credit Fees accrued prior to the date of such change in the Applicable MarginMargin or Unused Fee Percentage. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin and/or Unused Fee Percentage should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. The per annum Applicable Margins that will be either added to the Floor Alternate Base Rate to determine the Base Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for in effect from time to time during any LIBOR Interest Period with respect to Loans as well as the Unused Fee due under Section 2.5 shall be determined as follows: Base Rate follows (the "Leverage Based Pricing Schedule"): Leverage Ratio LIBOR Applicable Margin ABR Applicable Margin Unused Fee Percentage < 35% 1.20% 0.20% 0.15% > 35%, < 40% 1.25% 0.25% 0.15% > 40%, < 45% 1.30% 0.30% 0.20% > 45%, < 50% 1.40% 0.40% 0.20% > 50%, < 55% 1.50% 0.50% 0.25% > 55% 1.70% 0.70% 0.25% Notwithstanding the foregoing, effective as of the date on which Borrower receives an Investment Grade Rating or any date thereafter on which Borrower maintains such an Investment Grade Rating, Borrower may make a one-time election, upon not less than five (5) Business Days prior written notice to the Administrative Agent, for the per annum Applicable Margins that will be either added to the Alternate Base Rate to determine the Floating Rate or added to LIBOR Base Rate to determine the LIBOR Rate in effect from time to time during any Interest Period with respect to Loans, as well as the Unused Fee due under Section 2.5 thereafter to be determined as follows (the "Ratings Based Pricing Schedule"): Rating LIBOR Applicable Margin ABR Applicable Margin Unused Fee Percentage At least A or A2 0.800% 0.000% 0.125% At least A- or A3 0.850% 0.000% 0.125% At least BBB+ or Baa1 0.900% 0.000% 0.150% At least BBB or Baa2 1.000% 0.000% 0.20% At least BBB- or Baa3 1.250% 0.250% 0.25% Below BBB- or Baa3 1.650% 0.650% 0.25% If S&P and Xxxxx’x assign ratings which correspond to two different but ≤ 60% 4.25 % 0 > 50% adjacent levels in the Ratings Based Pricing Schedule, the Applicable Margins and Unused Fee Percentage will be determined based on the level corresponding to the higher of such two adjacent levels of ratings. If S&P and Xxxxx’x assign ratings which correspond to two different, non-adjacent levels in the Ratings Based Pricing Schedule, the Applicable Margins and Unused Fee Percentage will be determined based on the level which is one (1) level above the lowest of such ratings. In the event that only one of S&P and Xxxxx’x assigns a rating, then the Applicable Margins and Unused Fee Percentage will be determined based on such single rating. Any such election by Borrower shall be irrevocable and the Ratings Based Pricing Schedule shall apply throughout the remaining term of the Loans. Any subsequent change in any of the Borrower’s ratings which would cause a different level to be applicable shall be effective as of the first day of the first calendar month immediately following the month in which the Administrative Agent receives written notice delivered by the Borrower that such change in a rating has occurred; provided, however, if the Borrower has not delivered the notice required but ≤ 55% 3.75 % 0 > 45% but ≤ 50% 3.25 % 0 ≤45% 3.00 % 0the Administrative Agent becomes aware that any of the Borrower’s ratings have changed, then the Administrative Agent shall adjust the level effective as of the first day of the first calendar month following the date the Administrative Agent becomes aware of such change in Borrower’s ratings. EXHIBIT H

Appears in 1 contract

Samples: Assignment Agreement (InvenTrust Properties Corp.)

Applicable Margins. The interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and Advance, the then-current Leverage RatioRatio and whether or not the Unencumbered Trigger Date has occurred. Any such change in the Applicable Margin shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(iv6.1(v) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificate. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. The per annum Applicable Margins that will be either added to the Floor Alternate Base Rate to determine the Base Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period shall be determined as follows: Base Rate Before Unencumbered Trigger Date Leverage Ratio LIBOR Libor Applicable Margin ABR Applicable Margin > 55< 40% 1.20% 0 ≥ 40% but ≤ 60< 50% 4.25 1.35% 0 > 50% but < 55% 3.75 1.50% 0.25% ≥ 55% 1.65% 0.35% After Unencumbered Trigger Date Leverage Ratio Libor Applicable Margin ABR Applicable Margin <40% 1.00% 0 > 45≥40% but < 50% 3.25 1.15% 0 ≤45≥50% 3.00 but < 55% 01.35% 0.25% ≥55% 1.50% 0.30%

Appears in 1 contract

Samples: Credit Agreement (Inland Real Estate Corp)

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Applicable Margins. The interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Leverage Ratio. Any such change in the Applicable Margin shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(iv6.1(v) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificate. In the event any such compliance certificate is not delivered by Borrower when due under Section 6.1(v) the Administrative Agent shall have the right, if so directed by the Majority Lenders, to increase the Applicable Margins to the next higher level until such compliance certificate is delivered, by delivering written notice thereof to Borrower. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Facility Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. The per annum Applicable Margins that will be either added to the Floor Alternate Base Rate to determine the Base Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period shall be determined as follows: Base Rate Leverage Ratio LIBOR Applicable Margin ABR Applicable Margin < 50% 2.75% 1.75% > 50%, < 55% 3.00% 2.00% > 55% but ≤ %, < 60% 4.25 3.25% 0 2.25% > 5060%, < 65% but ≤ 553.50% 3.75 2.50% 0 > 4565%, < 67.5% but ≤ 504.00% 3.25 3.00% 0 ≤45% 3.00 % 0A-1 EXHIBIT B FORM OF NOTE February __, 2000 Xxxxxx Xestern Retail Real Estate Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Borrower”), promises to pay to the order of ____________________ (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Amended and Restated Credit Agreement, dated as of the date hereof among the Borrower, KeyBank National Association, individually and as Administrative Agent, and the other Lenders named therein (as the same may be amended or modified, the “Agreement”) hereinafter referred to, in immediately available funds at the main office of KeyBank National Association in Cleveland, Ohio, as Administrative Agent, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay remaining unpaid principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date or such earlier date as may be required under the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Agreement, as it may be amended from time to time, reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. If there is a Default under the Agreement or any other Loan Document and Administrative Agent exercises the remedies provided under the Agreement and/or any of the Loan Documents for the Lenders, then in addition to all amounts recoverable by the Administrative Agent and the Lenders under such documents, the Administrative Agent and the Lenders shall be entitled to receive reasonable attorneys fees and expenses incurred by the Administrative Agent and the Lenders in connection with the exercise of such remedies. Borrower and all endorsers severally waive presentment, protest and demand, notice of protest, demand and of dishonor and nonpayment of this Note, and any and all lack of diligence or delays in collection or enforcement of this Note, and expressly agree that this Note, or any payment hereunder, may be extended from time to time, and expressly consent to the release of any party liable for the obligation secured by this Note, the release of any of the security for this Note, the acceptance of any other security therefore, or any other indulgence or forbearance whatsoever, all without notice to any party and without affecting the liability of the Borrower and any endorsers hereof. This Note shall be governed and construed under the internal laws of the State of Illinois. BORROWER AND LENDER, BY ITS ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS NOTE OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS NOTE AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A JUDGE AND NOT BEFORE A JURY. INLAND WESTERN RETAIL REAL ESTATE TRUST, INC. By: Print Name: Xxxxxx X. Xxxxxx Title: President and Chief Executive Officer 2900 Xxxxxxxxxxx Xxxx Oak Brook, Illinois 60523 Phone: 000-000-0000 Facsimile: 630-218-4955 Attention: Xxxxxx X. Xxxxxx SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., DATED FEBRUARY __, 2011 Maturity Principal Maturity Principal Amount of of Interest Amount Unpaid Date Loan Period Paid Balance EXHIBIT C AMENDMENT REGARDING INCREASE This Amendment to Credit Agreement (the “Amendment”) is made as of __________, 20__, by and among Inland Western Retail Real Estate Trust, Inc. (the “Borrower”), KeyBank National Association, as “Administrative Agent,” and one or more existing or new “Lenders” shown on the signature pages hereof.

Appears in 1 contract

Samples: Credit Agreement (Inland Western Retail Real Estate Trust Inc)

Applicable Margins. The interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and Advance, the then-current Leverage RatioRatio and whether or not the Unencumbered Trigger Date has occurred. Any such change in the Applicable Margin shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(iv6.1(v) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificate. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. The per annum Applicable Margins that will be either added to the Floor Alternate Base Rate to determine the Base Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period shall be determined as follows: Base Rate Before Unencumbered Trigger Date Leverage Ratio LIBOR Libor Applicable Margin ABR Applicable Margin < 40% 1.20% 0 > 5540% but ≤ 60< 50% 4.25 1.35% 0 > 50% but < 55% 3.75 1.50% 0.25% > 55% 1.65% 0.35% After Unencumbered Trigger Date Leverage Ratio Libor Applicable Margin ABR Applicable Margin <40% 1.00% 0 > 4540% but < 50% 3.25 1.15% 0 ≤45> 50% 3.00 but < 55% 01.35% 0.25% > 55% 1.50% 0.30%

Appears in 1 contract

Samples: Credit Agreement (Inland Real Estate Corp)

Applicable Margins. The interest due hereunder with respect to At the Advances end of each fiscal quarter, the Agent shall vary from time to time determine the Undrawn Availability for such fiscal quarter based upon the average daily Undrawn Availability for each day of such fiscal quarter. From each Incentive Pricing Effective Date until the next Incentive Pricing Effective Date, the Applicable Base Rate Margin, the Applicable Libor Rate Margin, the Applicable Unused Facility Fee Percentage and the Applicable Letter of Credit Fee Percentage shall be determined by reference to the Type of Advance and the then-current Leverage Ratio. Any such change in the Applicable Margin shall be made applicable Undrawn Availability on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(iv) with respect to the preceding fiscal quarter of Borrowergrid below; provided, provided however, that the Administrative Agent does not object to the information provided in such certificateTier III pricing shall apply through and including November 30, 2010. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Tier Undrawn Availability Applicable Libor Rate Margin Applicable Base Rate Margin Applicable Letter of Credit Fees accrued prior Fee Percentage Applicable Unused Facility Fee Percentage I < $25,000,000 1.75 % 0.25 % 1.75 % 0.375 % II > $25,000,000 but < $50,000,000 1.50 % 0 % 1.50 % 0.375 % III > $50,000,000 but < $70,000,000 1.25 % 0 % 1.25 % 0.375 % IV > $70,000,000 1.00 % 0 % 1.00 % 0.375 % If any financial statement or certificate delivered pursuant to Article IX is shown to be inaccurate (regardless of whether this Agreement is in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the date application of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect Base Rate Margin, Applicable Libor Rate Margin, Applicable Unused Facility Fee Percentage or Applicable Letter of Credit Fee Percentage for any period (such period, Borrower the “Applicable Period”), than the Applicable Base Rate Margin, Applicable Libor Rate Margin, Applicable Unused Facility Fee Percentage or Applicable Letter of Credit Fee Percentage, as applicable, actually applied to such Applicable Period, then, upon the written request of the Agent, such margin or percentage shall be determined in accordance with the correct financial information for such Applicable Period and the Borrowers shall immediately pay to the Administrative Agent for the benefit of the Lenders all any accrued additional interest and fees owing as a result of such increased margin or percentage for such Applicable Period, which would have accrued if the original compliance certificate had been correct, as shown on an invoice to payment shall be prepared applied promptly by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. The per annum Applicable Margins that will be either added to the Floor Base Lenders in accordance with the terms of this Agreement. This paragraph shall not limit the rights of the Agent or the Lenders with respect to Article XI or to charge the Default Rate pursuant to determine the Base Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period shall be determined as follows: Base Rate Leverage Ratio LIBOR Applicable Margin Applicable Margin > 55% but ≤ 60% 4.25 % 0 > 50% but ≤ 55% 3.75 % 0 > 45% but ≤ 50% 3.25 % 0 ≤45% 3.00 % 0Section 3.3.

Appears in 1 contract

Samples: Credit and Security Agreement (Stoneridge Inc)

Applicable Margins. The interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Leverage RatioRatio in effect as of the last day of the most recent fiscal quarter of the Borrower for which financial results have been reported. Any such change in the Applicable Margin shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(iv6.1(d) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificate. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. Notwithstanding the foregoing, during any applicable Sustainability Adjustment Period, the Applicable Margin shall be decreased by the Applicable Sustainability Adjustment (if any) in effect during such Sustainability Adjustment Period; provided that in no event shall the Applicable Margin be less than zero. The per annum Applicable Margins that will be either added to the Floor Alternate Base Rate to determine the Base Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for in effect from time to time during any LIBOR Interest Period with respect to Loans shall be determined as follows: Base Rate follows (the “Leverage Based Pricing Schedule”): Leverage Ratio LIBOR Applicable Margin ABR Applicable Margin < 35% 1.20% 0.20% > 35%, < 40% 1.25% 0.25% > 40%, < 45% 1.30% 0.30% > 45%, < 50% 1.40% 0.40% > 50%, < 55% 1.50% 0.50% > 55% 1.70% 0.70% Notwithstanding the foregoing, effective as of the date on which Borrower receives an Investment Grade Rating or any date thereafter on which Borrower maintains such an Investment Grade Rating, Borrower may make a one-time election, upon not less than five (5) Business Days prior written notice to the Administrative Agent, for the per annum Applicable Margins that will be either added to the Alternate Base Rate to determine the Floating Rate or added to Schedule 1 LIBOR Base Rate to determine the LIBOR Rate in effect from time to time during any Interest Period with respect to Loans to be determined as follows (the “Ratings Based Pricing Schedule”): Rating LIBOR Applicable Margin ABR Applicable Margin At least A- or A3 0.800% 0.000% At least BBB+ or Baa1 0.850% 0.000% At least BBB or Baa2 0.950% 0.000% At least BBB- or Baa3 1.200% 0.200% Below BBB- or Baa3 1.600% 0.600% If S&P and Xxxxx’x assign ratings which correspond to two different but ≤ 60% 4.25 % 0 > 50% adjacent levels in the Ratings Based Pricing Schedule and the Applicable Margins will be determined based on the level corresponding to the higher of such two adjacent levels of ratings. If S&P and Xxxxx’x assign ratings which correspond to two different, non-adjacent levels in the Ratings Based Pricing Schedule and the Applicable Margins will be determined based on the level which is one (1) level above the lowest of such ratings. In the event that only one of S&P and Xxxxx’x assigns a rating, then the Applicable Margins will be determined based on such single rating. Any such election by Borrower shall be irrevocable and the Ratings Based Pricing Schedule shall apply throughout the remaining term of the Loans. Any subsequent change in any of the Borrower’s ratings which would cause a different level to be applicable shall be effective as of the first day of the first calendar month immediately following the month in which the Administrative Agent receives written notice delivered by the Borrower that such change in a rating has occurred; provided, however, if the Borrower has not delivered the notice required but ≤ 55% 3.75 % 0 > 45% but ≤ 50% 3.25 % 0 ≤45% 3.00 % 0the Administrative Agent becomes aware that any of the Borrower’s ratings have changed, then the Administrative Agent shall adjust the level effective as of the first day of the first calendar month following the date the Administrative Agent becomes aware of such change in Borrower’s ratings. SCHEDULE 1 Tranche A-1 Term Loan Commitments Lender Commitment KeyBank $ 26,250,000 Xxxxx Fargo Bank $ 26,250,000 PNC $ 22,500,000 Bank of America $ 25,000,000 US Bank $ 25,000,000 JPMorgan $ 22,500,000 Fifth Third $ 25,000,000 First Horizon $ 10,500,000 Pinnacle Bank $ 9,250,000 United Bank $ 7,750,000 TOTAL $ 200,000,000 SCHEDULE 2 Tranche A-2 Term Loan Commitments Lender Commitment KeyBank $ 26,250,000 Xxxxx Fargo Bank $ 26,250,000 PNC $ 25,000,000 Bank of America $ 22,500,000 US Bank $ 25,000,000 JPMorgan $ 25,000,000 Fifth Third $ 25,000,000 First Horizon $ 9,500,000 Pinnacle Bank $ 8,250,000 United Bank $ 7,250,000 TOTAL $ 200,000,000 ANNEX I TO FIRST AMENDMENT (marked copy of the Credit Agreement) (see attached) Annex I Execution VersionAMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2018 AMONG INVENTRUST PROPERTIES CORP. AS BORROWER XXXXX FARGO BANK, NATIONAL ASSOCIATION AS ADMINISTRATIVE AGENT AND KEYBANK, NATIONAL ASSOCIATION, BANK OF AMERICA, N.A., AS TRANCHE A-1 CO-SYNDICATION AGENT AND U.S. BANK NATIONAL ASSOCIATION AS TRANCHE A-1 CO-SYNDICATION AGENTAGENTS AND KEYBANK, NATIONAL ASSOCIATION, PNC BANK, NATIONAL ASSOCIATION, AS TR ANCHE A-2 CO-SYNDICATION AGENT AND U.S. BANK NATIONAL ASSOCIATION AS TRANCHE A-2 CO-SYNDICATION AGENTAGENTS AND BMO XXXXXX BANK, N.A. AND FIFTH THIRD BANK AS CO-DOCUMENTATION AGENTS FOR TRANCHE A-1 AND KEYBANK, NATIONAL ASSOCIATION, AS CO-DOCUMENTATION AGENT FOR TRANCHE A-1 AND FIFTH THIRD BANK, NATIONAL ASSOCIATION AND JPMORGAN CHASE, N.A. AS CO-DOCUMENTATION AGENTS FOR TRANCHE A-2 AND THE OTHER LENDERS FROM TIME TO TIME PARTIES HERETO XXXXX FARGO SECURITIES, LLC, KEYBANC CAPITAL MARKETS, INC., U.S. BANK NATIONAL ASSOCIATION FIFTH THIRD BANK, NATIONAL ASSOCIATION XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED OR ITS AFFILIAT EBOFA SECURITIES, INC. (IN RESPECT OF TRANCHE A-1) AND PNC CAPITAL MARKETS LLC (IN RESPECT OF TRANCHE A-2), JPMORGAN CHASE, N.A. (IN RESPECT OF TRANCHE A-2), AS JOINT LEAD ARRANGERS AND XXXXX FARGO SECURITIES, LLC, KEYBANC CAPITAL MARKETS, INC., AND BOFA SECURITIES, INC. AS JOINT BOOKRUNNERS TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 ARTICLE II. THE CREDIT 3132 2.1. Generally 3132 2.2. Ratable Advances 33 2.3. Periodic Principal Payments 3233 2.4. Final Principal Payment 3234 2.5. Unused Fee[Reserved] 34 2.6. Other Fees 35 2.7. [Intentionally Deleted] 35 2.8. Method of Selecting Types and Interest Periods for New Advances 3335 2.9. Conversion and Continuation of Outstanding Advances 36 2.10. Changes in Interest Rate, Etc. 36 2.11. Rates Applicable After Default 37 2.12. Method of Payment 3537 2.13. Notes; Notices 37 2.14. Interest Payment Dates; Interest and Fee Basis 38 2.15. Notification of Advances, Interest Rates and Prepayments 3638 2.16. [Reserved] 38 2.17. Lending Installations 38 2.18. Non-Receipt of Funds by the Administrative Agent 38 2.19. Replacement of Lenders under Certain Circumstances 3739 2.20. Usury 3840 2.21. Funds Transfer Disbursements 40 2.22. Termination or Increase in Commitments 40 2.23. Applications of Moneys Received 42 ARTICLE III. CHANGE IN CIRCUMSTANCES 43 3.1. Yield Protection 43 3.2. Changes in Capital Adequacy Regulations 43 3.3. Inability to Determine Interest RateBenchmark Replacement Setting 4244 3.4. Funding Indemnification 4450 3.5. Taxes 4450 3.6. Lender Statements; Survival of Indemnity 4854

Appears in 1 contract

Samples: Assignment Agreement (InvenTrust Properties Corp.)

Applicable Margins. The interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Leverage Ratio. Any such change in the Applicable Margin shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate Compliance Certificate pursuant to Section 6.1(iv7.1(d) with respect to the preceding fiscal quarter of the Borrower, provided that the Administrative Agent does not object to the information provided in such certificate. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Letter of Credit Fees fronting fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate Compliance Certificate shall later be determined to be incorrect as a result of any fraud or intentional misrepresentation on the part of the Borrower and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate Compliance Certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date within five (5) Business Days following delivery to the Borrower of such invoice. The per annum Applicable Margins that will be either added to the Floor Alternate Base Rate to determine the Base Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period shall be determined as follows: Base Rate Pricing Level Leverage Ratio LIBOR Applicable Margin Applicable Margin > Rate Loans Floating Rate Loans Pricing Level 1 Less than 50% 1.85% 0.85% Pricing Lexxx 0 Xqual to or greater than 50% but less than 55% 2.10% 1.10% Pricing Lexxx 0 Xqual to or greater than 55% but less than 60% 4.25 2.35% 1.35% Pricing Lexxx 0 > 50Xqual to or greater than 60% but ≤ 55less than 65% 3.75 2.75% 1.75% Pricing Lexxx 0 > 45Xqual to or greater than 65% but ≤ 503.00% 3.25 2.00% 0 ≤45% 3.00 % 0The initial Applicable Margin shall be at Pricing Level [3]. The Applicable Margin shall not be adjusted based upon the Leverage Ratio, if at all, until the first day of the first month following the delivery by the Borrower to the Administrative Agent of the Compliance Certificate after the end of a fiscal quarter. In the event that the Borrower shall fail to deliver to the Administrative Agent a quarterly Compliance Certificate on or before the date required by Section 7.1(d), then, without limiting any other rights of the Administrative Agent and the Lenders under this Agreement, the Applicable Margin shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first day of the first month following receipt of such Compliance Certificate. EXHIBIT M MINIMUM INSURANCE REQUIREMENTS

Appears in 1 contract

Samples: Secured Credit Agreement (Rouse Properties, Inc.)

Applicable Margins. The interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Leverage Ratio. Any such change in the Applicable Margin shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(iv6.1(v) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificate. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. If Borrower shall fail to deliver to the Administrative Agent any such compliance certificate by the date required under Section 6.1(v), the highest Applicable Margins set forth below shall apply until such compliance certificate has been delivered. The per annum Applicable Margins that will be either added to the Floor Alternate Base Rate to determine the Base Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period shall be determined as follows: Base Rate Leverage Ratio LIBOR Applicable Margin ABR Applicable Margin < 45% 2.00 % 1.00 % > 45%, < 50% 2.25 % 1.25 % > 50%, < 55% 2.50 % 1.50 % > 55% but ≤ %, < 60% 4.25 2.75 % 0 > 501.75 % but ≤ 55As of the Effective Date of the Third Amendment to this Agreement, based on the Leverage Ratio shown on the most recent compliance certificate delivered to the Administrative Agent by Borrower, the LIBOR Applicable Margin is 2.75% 3.75 % 0 > 45% but ≤ 50% 3.25 % 0 ≤45% 3.00 % 0and the ABR Applicable Margin is 1.75%.

Appears in 1 contract

Samples: Term Loan Agreement (Inland Real Estate Corp)

Applicable Margins. The Prior to the Investment Grade Rating Date, the interest due hereunder with respect to the Advances shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Leverage Ratio. Any such change in the Applicable Margin shall be made on the fifth (5th) day subsequent to the date on which the Administrative Agent receives a compliance certificate pursuant to Section 6.1(iv) with respect to the preceding fiscal quarter of Borrower, provided that the Administrative Agent does not object to the information provided in such certificatecertificate and provided further that if any such compliance certificate has not been delivered by the date required under Section 6.1(iv) and remains undelivered for five (5) business days after written notice thereof from the Administrative Agent, the Applicable Margins shall accrue as if the Leverage Ratio were in excess of 55% until such delivery occurs. Such changes shall be given prospective effect only, and no recalculation shall be done with respect to interest or Letter of Credit Fees accrued prior to the date of such change in the Applicable Margin. If any such compliance certificate shall later be determined to be incorrect and as a result a higher Applicable Margin should have been in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Lenders all additional interest and fees which would have accrued if the original compliance certificate had been correct, as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery of such invoice. The per annum Applicable Margins that will be either added to the Floor Base Rate to determine the Base Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period (the “Leverage Based Pricing Grid”) shall be determined as follows: Base Rate Revolving Credit Facility and Term A Loan Facility: Leverage Ratio LIBOR Applicable Margin Base Rate Applicable Margin > 55% but £ 60% 4.25 2.05 % 0 1.05 % > 50% but £ 55% 3.75 1.95 % 0 0.95 % > 45% but £ 50% 3.25 1.85 % 0 ≤450.85 % 3.00 > 40% 0but £ 45% 1.65 % 0.65 % £ 40% 1.50 % 0.50 % Term B Loan Facility: Leverage Ratio LIBOR Applicable Margin Base Rate Applicable Margin > 55% but £ 60% 2.30 % 1.30 % > 50% but £ 55% 2.20 % 1.20 % > 45% but £ 50% 2.10 % 1.10 % > 40% but £ 45% 1.90 % 0.90 % £ 40% 1.75 % 0.75 % On and at all times after the Investment Grade Rating Date, at the one-time irrevocable election of the Borrower, the Applicable Margins thereafter shall vary from time to time and shall be determined by reference to the Type of Advance and the then-current Credit Ratings of Borrower, and the Facility Fee Percentage shall be similarly determined. The change from the Leverage Based Pricing Grid above to the Rating Based Pricing Grid below shall be effective as of the first day of the first calendar month immediately following the month in which the Administrative Agent receives written notice delivered by the Borrower that it has achieved such Investment Grade Ratings. Any subsequent change in any of the Borrower’s Credit Ratings which would cause a different level to be applicable shall be effective as of the first day of the first calendar month immediately following the month in which the Administrative Agent receives written notice delivered by the Borrower that such change in a Credit Rating has occurred; provided, however, if the Borrower has not delivered the notice required but the Administrative Agent becomes aware that any of the Borrower’s Credit Ratings have changed, then the Administrative Agent shall adjust the level effective as of the first day of the first calendar month following the date the Administrative Agent becomes aware of such change in Borrower’s Credit Ratings. The per annum Applicable Margins that will be either added to the Alternate Base Rate to determine the Floating Rate or added to LIBOR Base Rate (as adjusted for any Reserve Requirement) to determine the LIBOR Rate for any LIBOR Interest Period and the Facility Fee Percentage (the “Ratings Based Pricing Grid”) shall be determined as follows: Ratings Based Pricing Grid Revolving Credit Facility Credit Rating (S&P/Xxxxx’x/Fitch) LIBOR Applicable Margin Base Rate Applicable Margin Facility Fee Percentage All-in Drawn Rate At least A- or A3 0.95 % 0.00 % 0.10 % 1.05 % At least BBB+ or Baa1 1.00 % 0.05 % 0.15 % 1.15 % At least BBB or Baa2 1.10 % 0.10 % 0.20 % 1.30 % At least BBB- or Baa3 1.30 % 0.30 % 0.25 % 1.55 % Below BBB- and Baa3 1.70 % 0.75 % 0.30 % 2.00 % Ratings Based Pricing Grid Term A Loan Facility Credit Rating (S&P/Xxxxx’x/Fitch) LIBOR Applicable Margin Base Rate Applicable Margin At least A- or A3 0.95 % 0.00 % At least BBB+ or Baa1 1.05 % 0.05 % At least BBB or Baa2 1.20 % 0.20 % At least BBB- or Baa3 1.50 % 0.50 % Below BBB- and Baa3 1.95 % 0.90 % Ratings Based Pricing Grid Term B Loan Facility Credit Rating (S&P/Xxxxx’x/Fitch) LIBOR Applicable Margin Base Rate Applicable Margin At least A- or A3 1.20 % 0.20 % At least BBB+ or Baa1 1.30 % 0.30 % At least BBB or Baa2 1.45 % 0.45 % At least BBB- or Baa3 1.75 % 0.75 % Below BBB- and Baa3 2.20 % 1.20 % During any period for which the rating agencies assign Credit Ratings which correspond to three different levels in the Ratings Based Pricing Grid the Applicable Margins and Facility Fee Percentage (if applicable) will be determined by (A) the highest Credit Rating, if the Credit Ratings differ by only one level and (B) the average of the two highest Credit Ratings, if the Credit Ratings differ by two or more levels (unless the average of such two highest Credit Ratings is not a recognized level, in which case the Applicable Margin will be based on the level corresponding to the second highest Credit Rating). During any period for which the rating agencies assign Credit Ratings which correspond to two different levels in the Ratings Based Pricing Grid the Applicable Margins and Facility Fee Percentage (if applicable) will be determined by (A) the highest Credit Rating, if the Credit Ratings differ by only one level and (B) the median of the two Credit Ratings, if the Credit Ratings differ by two or more levels (unless the median of such two Credit Ratings is not a recognized level, in which case the Applicable Margin will be based on the level which is one (1) level below the level corresponding to the higher of such Credit Ratings). During any period for which the Borrower has received a Credit Rating from only one Rating Agency, the Applicable Margin shall be determined based on such Credit Rating so long as such Credit Rating is from either S&P or Xxxxx’x, and otherwise at the “Below BBB- and Baa3” level.

Appears in 1 contract

Samples: Senior Credit Agreement (Terreno Realty Corp)

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