Fees. a. During the initial term of this License Agreement, Licensee agrees to pay Licensor the following amount per Licensed Location per month: RCT RCT b. During the Option Period the Licensee agrees to pay Licensor the following amount per Licensed Location per month: RCT RCT c. The monthly amounts set forth above shall be subject to increase from time to time during the term of this Agreement and any extension hereof as follows. During the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiation, for comparable store locations (the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee shall be increased to the Comparable Rent for the duration of the applicable period. d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly fees payable hereunder shall be adjusted accordingly. In the case of a New Location opened or acquired on or after RCT, the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been taken. e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law. f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 4 contracts
Sources: License Agreement (Herbst Gaming Inc), License Agreement (Herbst Gaming Inc), License Agreement (Herbst Gaming Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date but excluding the Maturity Date; provided that, if such Lender shall continue to have any Revolving Credit Exposure after the Maturity Date, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date to but excluding the date on which such Lender shall cease to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated and on the Maturity Date, commencing on the first such date to occur after the Effective Date; provided that any facility fees accruing after the Maturity Date shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(b) The Borrowers agree to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s participations in Letters of Credit, which fee shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following amount per Licensed Location per month: RCT RCTsuch last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (c) The Company agrees to pay Licensor to the following amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above shall be subject to increase from time to time during the term of this Agreement and any extension hereof as follows. During the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiationAdministrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Company and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Person specified above for its own account or, in the case of a New Location opened or acquired on or after RCTfacility fees and participation fees paid to the Agents, for distribution to the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period Lenders. Fees paid shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been takenrefundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 4 contracts
Sources: Credit Agreement (WABCO Holdings Inc.), Credit Agreement (American Standard Companies Inc), Facility Agreement (WABCO Holdings Inc.)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, on the daily amount per Licensed Location per month: RCT RCT
b. During of the Option Period Commitment of such Lender (whether used or unused) during the Licensee agrees period from and including the Effective Date to pay Licensor but excluding the following date on which such Commitment terminates; provided that if a Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility fees accrued through and including the last day of March, June, September and December of each year shall be subject payable in arrears on the 15th day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date, and any extension hereof as follows. During the one-month period prior to RCT, Licensee accrued facility fees shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiation, for comparable store locations (the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee shall be increased to the Comparable Rent for the duration of the applicable period.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly fees payable hereunder shall be adjusted accordingly. In the case of a New Location opened or acquired on or after RCT, the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been taken.
e. The above fee shall also be due and payable on the date on which all Commitments shall have terminated; provided that any facility fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(b) The Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid.
(c) The Borrower agrees to pay (i) to the Administrative Agent for the account of every month. If any each Lender a participation fee with respect to its participations in Letters of the above fees are not paid when due or within fifteen (15) days thereafterCredit, Licensee which shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid accrue at a rate per annum equal to 150 percent the Applicable Margin applicable to interest on Term SOFR Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the prime date on which the Commitments terminate and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Lender a fronting fee, which shall accrue at the rate charged preferred customers of 0.125% per annum on the average daily amount of the portion of the LC Exposure attributable to Letters of Credit issued by Bank such Issuing Lender (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of America Nevadathe date on which the Commitments terminate and the date on which there ceases to be any such LC Exposure, determined as well as each of such Issuing Lender’s standard fees with respect to the issuance, amendment or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders pursuant to this Section 5.07(c) shall be payable promptly after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day of but excluding the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable lawlast day).
f. In (d) All fees payable hereunder shall be paid on the event that (i) Licensor should effect a material reduction dates due, in immediately available funds, to the Administrative Agent or to the Issuing Lenders, as applicable, for distribution, in the hours case of operation of the Licensed Locationsfacility fees and participation fees, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties Lenders entitled thereto. Fees paid shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreementnot be refundable under any circumstances.
Appears in 4 contracts
Sources: Revolving Credit Agreement (Zimmer Biomet Holdings, Inc.), Five Year Revolving Credit Agreement (Zimmer Biomet Holdings, Inc.), Revolving Credit Agreement (Zimmer Biomet Holdings, Inc.)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender, a facility fee which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCT
b. During of the Option Period Commitment of such Lender (whether used or unused) during the Licensee agrees Availability Period, including at any time during which one or more of the conditions in Section 4.02 is not met; provided, however, that (i) if such Lender continues to pay Licensor have any outstanding Loans after the following Availability Period, then such facility fee shall continue to accrue on the daily amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above of the outstanding Loans of such Lender from and including the date on which the aggregate Commitments of all Lenders are terminated to, but excluding, the date on which such Lender ceases to have any outstanding Loans, and (ii) if such Lender is a Defaulting Lender at any time, such facility fee shall be subject to increase from time to time during the term of this Agreement and any extension hereof adjustment as followsset forth in Section 2.18. During the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiation, for comparable store locations (the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee Accrued facility fees shall be increased payable in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the Comparable Rent for Closing Date; provided that any facility fees accruing after the duration of date on which the applicable period.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto aggregate Commitments terminate shall be amended to include such New Location and the monthly fees payable hereunder shall be adjusted accordinglyon demand. In the case of a New Location opened or acquired on or after RCT, the fees due pursuant to this Section 4 The facility fee owing with respect to such New Location each Lender shall be RCT fee calculated quarterly in arrears, and if there is any change in the Applicable Rate during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Locationany quarter, the RCT period shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location actual daily amount shall be RCT fee due pursuant to this Section 4 computed and multiplied by the Applicable Rate separately for each period during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, quarter that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been taken.
e. The above fee Applicable Rate was in effect. All facility fees shall be due computed on the basis of a year of 360 days and shall be payable on for the actual number of days elapsed (including the first day of every month. If any of but excluding the above fees are not paid when due or within fifteen last day).
(15b) days thereafter, Licensee The Borrower shall pay Licensor interest on all to the Arranger and the Administrative Agent, for their own respective accounts, fees in the amounts delinquent from and at the date of delinquency until times specified in the applicable Fee Letter. Such fees shall be fully earned when paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but shall not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable lawbe refundable for any reason whatsoever.
f. In (c) The Borrower shall pay to the event that (i) Licensor should effect a material reduction Lenders such fees as shall have been separately agreed upon in writing in the hours of operation of amounts and at the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should times so specified. Such fees shall be a change in the laws or regulations applicable to the operation of gaming devices in retail food fully earned when paid and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreementnot be refundable for any reason whatsoever.
Appears in 4 contracts
Sources: Credit Agreement (Waddell & Reed Financial Inc), Credit Agreement (Waddell & Reed Financial Inc), Credit Agreement (Waddell & Reed Financial Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Restatement Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such ▇▇▇▇▇▇’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the fifteenth day following amount per Licensed Location per month: RCT RCTthe such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the fifteenth day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Restatement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers any Issuing Bank pursuant to written contracts having this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 4 contracts
Sources: Credit Agreement (Northwest Natural Gas Co), Credit Agreement (Northwest Natural Gas Co), Credit Agreement (Northwest Natural Gas Co)
Fees. a. During (a) Subject to the initial term allocation requirements of this License AgreementSection 2.13, Licensee agrees during the Revolving Credit Period (i) each of the Tranche A Borrowers severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for the account of each Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Tranche A Bank’s Tranche A Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche A Loans made by such Tranche A Bank and (ii) each of the Tranche B Borrowers severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for the account of each Tranche B Bank such Tranche B Bank’s pro rata share of the commitment fee (the “Tranche B Commitment Fee”; and collectively with the Tranche A Commitment Fee, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank continues to have any Revolving Credit Exposure after its Commitment terminates with respect thereto, then such commitment fee shall continue to accrue on the daily amount of such Bank’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank ceases to have any Revolving Credit Exposure. For the purpose of calculating the Commitment Fees, Swing Line Advances shall not be considered to be outstanding Loans.
(b) Commitment Fees shall accrue from and include the Effective Date but exclude the Termination Date. Accrued Commitment Fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Date, commencing on the first Commitment Fee Payment Date to occur after the date hereof.
(c) Subject to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for its own account, quarterly in advance, on the Effective Date and on the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as agreed upon separately, by the Borrowers and the Administrative Agent.
(d) The obligation of each Tranche A Borrower to pay Licensor the following amount per Licensed Location per month: RCT RCT
b. During Tranche A Commitment Fee shall be ratable based on the Option Period the Licensee agrees to pay Licensor the following amount per Licensed Location per month: RCT RCT
c. The monthly amounts proportion such Tranche A Borrower’s allocation as set forth above shall be subject to increase from time to time during in the term of this Agreement and any extension hereof as follows. During the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiation, for comparable store locations (the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee shall be increased Allocation Notice then in effect bears to the Comparable Rent for the duration allocations of the applicable period.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit all Tranche A hereto shall be amended to include such New Location and the monthly fees payable hereunder shall be adjusted accordingly. In the case of a New Location opened or acquired on or after RCT, the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additionBorrowers, in the event an Existing Location is closed for renovation for a period aggregate, as set forth in the Allocation Notice then in effect. The obligation of RCT or more, each Tranche B Borrower to pay the Fees with respect to such renovated Existing Location Tranche B Commitment Fee shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been taken.
e. The above fee shall be due and payable ratable based on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined proportion such Tranche B Borrower’s allocation as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction set forth in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation Allocation Notice then in effect on bears to the date allocations of this Agreementall Tranche B Borrowers, or (ii) there should be a change in the laws or regulations applicable to aggregate, as set forth in the operation of gaming devices Allocation Notice then in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreementeffect.
Appears in 4 contracts
Sources: Credit Agreement (BlackRock Series Fund, Inc.), Credit Agreement (BlackRock Series Fund II, Inc.), Credit Agreement (BlackRock Series Fund II, Inc.)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Revolving Lender (other than a Defaulting Lender) a commitment fee, which shall accrue at the rate of the Commitment Fee Percentage per annum on the average daily unused amount per Licensed Location per month: RCT RCTof the Revolving Commitment of such Lender (provided that Swing Line Loans shall be disregarded for purposes of determining such unused amount) during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the last Business day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender.
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Revolving Lender (other than any Defaulting Lender) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to SOFR Revolving Loans on the daily amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above shall of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements but taking into account the maximum amount available to be subject to increase from time to time drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) during the term period from and including the Effective Date to and including the later of this Agreement the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any extension hereof as follows. During the one-month period prior LC Exposure, and (ii) to RCT, Licensee shall determine the average monthly each Issuing Bank a fronting fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or (which may be paid pursuant to contracts under negotiation, for comparable store locations (the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee shall be increased calculated by the Administrative Agent in consultation with the applicable Issuing Bank and payable directly to the Comparable Rent for applicable Issuing Bank), which shall accrue at the duration rate to be agreed by each Issuing Bank, not to be greater than 0.125% per annum on the daily amount of the applicable period.
d. During LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements but taking into account the term maximum amount available to be drawn under all outstanding Letters of this AgreementCredit, if Licensor opens whether or acquires not such maximum amount is then in effect) during the period from and including the Effective Date to and including the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any New Location LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and Licensor determines to include Devices at such New Locationfronting fees accrued through and including the last day of March, Exhibit A hereto June, September and December of each year shall be amended payable on the last Business Day of March, June, September and December, respectively, commencing on the first such date to include occur after the Effective Date; provided that all such New Location fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the monthly date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable hereunder shall be adjusted accordingly. In the case of a New Location opened or acquired on or after RCT, the fees due to an Issuing Bank pursuant to this Section 4 with respect to such New Location paragraph shall be RCT fee during payable within 10 days after written demand. All participation fees and fronting fees shall be computed on the RCT period following basis of a year of 360 days and shall be payable for the date such New Location is opened actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to pay to the Administrative Agent, for business by Licensor; providedits own account, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In addition, fees payable in the event amounts and at the times separately agreed upon in writing between Parent and the Administrative Agent pursuant to the Fee Letter.
(d) The Borrower agrees to pay on the Effective Date to each Term Lender party to this Agreement as a Term Lender on the Effective Date, as fee compensation for the funding of such Term Lender’s Initial Term Loan, a closing fee in an Existing Location is closed for renovation for a period amount equal to 0.50% of RCT or more, the Fees with respect to stated principal amount of such renovated Existing Location Term Lender’s Initial Term Loan. Such fees shall be RCT payable to each Lender out of the proceeds of such Term Lender’s Initial Term Loan as and when funded on the Effective Date and may be treated (and reported) by the Borrower and Term Lenders as a reduction in issue price of the Initial Term Loans for U.S. federal, state and local income tax purposes. Such closing fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; providedwill be in all respects fully earned, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been taken.
e. The above fee shall be due and payable on the first day Effective Date and non-refundable and non-creditable thereafter.
(e) The Borrower agrees to pay on the Amendment No. 2 Effective Date to each 2019 Incremental Term Loan Lender party to Amendment No. 2 as an 2019 Incremental Term Loan Lender on the Amendment No. 2 Effective Date, as fee compensation for the funding of every month. If any such 2019 Incremental Term Loan Lender’s 2019 Incremental Term Loan, a closing fee in an amount equal to 0.50% of the above stated principal amount of such 2019 Incremental Term Lender’s 2019 Incremental Term Loan. Such fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal be payable to 150 percent each such 2019 Incremental Term Loan Lender out of the prime rate charged preferred customers proceeds of such 2019 Incremental Term Loan Lender’s 2019 Incremental Term Loan as and when funded on the Amendment No. 2 Effective Date and may be treated (and reported) by Bank of America Nevada, determined the Borrower and 2019 Incremental Term Loan Lenders as a reduction in issue price of the first day of the month preceding such delinquency 2019 Incremental Term Loans for U.S. federal, state and adjusted as of the first day of each month during the period of such delinquencylocal income tax purposes. Such closing fee will be in all respects fully earned, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect due and payable on the date of this AgreementAmendment No. 2 Effective Date and non-refundable and non-creditable thereafter. Notwithstanding the foregoing, or (ii) there should be a change in the laws or regulations applicable and subject to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunderSection 2.22, the parties Borrower shall negotiate in good faith not be obligated to arrive at an equitable adjustment pay any amounts to the terms of the Agreementany Defaulting Lender pursuant to this Section 2.12.
Appears in 3 contracts
Sources: Credit Agreement (Simply Good Foods Co), Repricing Amendment (Simply Good Foods Co), Repricing Amendment (Simply Good Foods Co)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender, a facility fee, which shall accrue at a rate per annum equal to the Applicable Margin on the daily amount per Licensed Location per month: RCT RCTof the Commitment of such Lender (regardless of usage) during the period from and including the date on which this Credit Agreement becomes effective pursuant to Section 10.6 to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Credit Exposure from and including the date on which such Lender’s Commitment terminates to but excluding the date on which such Lender ceases to have any Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, each date on which the Commitments are permanently reduced and on the date on which the Commitments terminate, commencing on the first such date to occur after the First Restatement Date, provided that all unpaid facility fees shall be payable on the date on which the Commitments terminate and provided further that facility fees which accrue after the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the First Restatement Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum separately agreed upon between the Borrower and the Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the First Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued participation fees and fronting fees shall be subject payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to increase from time to time during occur after the term of this Agreement First Restatement Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Bank pursuant to written contracts having this paragraph shall be payable within ten days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to each Credit Party, for comparable store locations (its own account, fees and other amounts payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon in writing between the fee provided for above by more than 5%, the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodBorrower and such Credit Party.
d. During the term of this Agreement, if Licensor opens or acquires any New Location (d) All fees and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly fees other amounts payable hereunder shall be adjusted accordinglypaid on the dates due, in immediately available funds. In the case of a New Location opened or acquired on or after RCT, the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period Fees and other amounts paid shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been takenrefundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 3 contracts
Sources: Credit Agreement (Cleco Power LLC), Credit Agreement (Cleco Corp), Credit Agreement (Cleco Power LLC)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the following Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof the Available Revolving Commitment of such Lender during the period from and including the Original Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Original Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Company agrees to pay Licensor (i) to the following amount Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Original Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Original Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third (3rd) Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Original Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Banks pursuant to written contracts having this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit shall be paid pursuant in Dollars.
(c) The Company agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Company and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to any Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morecommitment fees and participation fees, to the applicable Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 3 contracts
Sources: Credit Agreement (LKQ Corp), Credit Agreement (LKQ Corp), Amendment and Restatement Agreement (LKQ Corp)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a facility fee (a “Facility Fee”), which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof the Commitment of such Lender (whether used or unused) during the period from and including the Availability Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such Facility Fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued Facility Fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Commitments terminate shall be payable on demand. All Facility Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor to the following Administrative Agent (i) for the account of each Lender a participation fee with respect to its participations in Letters of Credit (an “LC Participation Fee”), which shall accrue at the Applicable Rate used to determine interest on Eurodollar Revolving Loans on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Availability Date but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) for the account of each Issuing Bank, a fronting fee (a “Fronting Fee”), which shall accrue at a rate equal to 0.15% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum (or, with respect to any Issuing Bank, such lesser amount as may be agreed between such Issuing Bank and the Borrower) and be payable on the aggregate face amount outstanding of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Availability Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. LC Participation Fees and Fronting Fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the 15th day of the month following such last day (or, if such 15th day is not a Business Day, on the next succeeding Business Day), commencing on the first such date to increase from time to time during occur after the term of this Agreement date hereof; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers an Issuing Bank pursuant to written contracts having this paragraph shall be payable within 10 days after demand. All LC Participation Fees and Fronting Fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent and each of the Lenders, for comparable store locations (their own accounts, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodBorrower and such other parties.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of a New Location opened or acquired on or fees payable to it) for distribution, in the case of Facility Fees and LC Participation Fees, to the Lenders. Absent manifest error, fees paid shall not be refundable under any circumstances.
(e) Within 10 days after RCTthe end of each fiscal quarter of the Borrower (commencing with the first fiscal quarter ending after the Availability Date), the fees Administrative Agent shall deliver to the Borrower a schedule (i) stating the aggregate amount of LC Participation Fees due pursuant to this Section 4 and payable with respect to such New Location shall be RCT fee during fiscal quarter and (ii) stating the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required aggregate amount of Fronting Fees due and payable to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees each Issuing Bank with respect to such renovated Existing Location fiscal quarter. Promptly after receipt of each such schedule, (x) the Borrower shall be RCT fee due pursuant to this Section 4 during compare such amounts with its own calculations of the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been taken.
e. The above fee shall be LC Participation Fees and Fronting Fees due and payable with respect to such fiscal quarter and (y) the Administrative Agent and the Borrower shall discuss the amounts set forth in each such schedule and shall, subject to the next sentence, agree on the first day amount of every monthsuch fees to be paid by the Borrower for such fiscal quarter. If any Neither the failure of the above Administrative Agent to deliver any such schedule, nor the inaccuracy of any such schedule, shall relieve the Borrower of its obligations to pay such fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. hereunder. In the event that the Borrower pays any such fees based on any such schedule or any such agreement by the Administrative Agent and the Borrower and the amount so paid by the Borrower is insufficient to satisfy its actual payment obligations under paragraphs (ia) Licensor should effect a material reduction in and (b) of this Section, then the hours of operation Borrower shall remain liable for any such deficiency and the Borrower shall pay to the Administrative Agent (for its account, the account of the Licensed Locations, considered as a whole, from applicable Issuing Banks and/or the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation account of the Devices hereunderLenders, as applicable) the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms amount of the Agreementany such deficiency within two Business Days of demand therefor.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Hess Midstream Partners LP), Revolving Credit Agreement (Hess Midstream Partners LP), Revolving Credit Agreement (Hess Midstream Partners LP)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender, a facility fee, which shall accrue at a rate per annum equal to the Applicable Margin on the daily amount per Licensed Location per month: RCT RCTof the Commitment of such Lender (regardless of usage) during the period from and including the date on which this Agreement becomes effective pursuant to Section 10.6 to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Credit Exposure from and including the date on which such Lender’s Commitment terminates to but excluding the date on which such Lender ceases to have any Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, each date on which the Commitments are permanently reduced and on the date on which the Commitments terminate, commencing on the first such date to occur after the Effective Date, provided that all unpaid facility fees shall be payable on the date on which the Commitments terminate and provided further that facility fees which accrue after the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum separately agreed upon between the Borrower and each Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued participation fees and fronting fees shall be subject payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers any Issuing Bank pursuant to written contracts having this paragraph shall be payable within ten days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to each Credit Party, for comparable store locations (its own account, fees and other amounts payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon in writing between the fee provided for above by more than 5%, the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodBorrower and such Credit Party.
d. During the term of this Agreement, if Licensor opens or acquires any New Location (d) All fees and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly fees other amounts payable hereunder shall be adjusted accordinglypaid on the dates due, in immediately available funds. In the case of a New Location opened or acquired on or after RCT, the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period Fees and other amounts paid shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been takenrefundable under any circumstances other than clearly demonstrable error.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 3 contracts
Sources: Credit Agreement (Allete Inc), Credit Agreement (Allete Inc), Credit Agreement (Allete Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof the Available Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum (or such other rate as is mutually agreed upon by the Borrower and the Issuing Bank) on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third (3rd) Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Bank pursuant to written contracts having this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morecommitment fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 3 contracts
Sources: Credit Agreement (National General Holdings Corp.), Credit Agreement (National General Holdings Corp.), Credit Agreement (National General Holdings Corp.)
Fees. a. During the initial term of this License Agreement, Licensee The Borrower agrees to pay Licensor (A) to the following Administrative Agent for the account of each Revolving Lender a participation fee (the “LC Fee”) with respect to its participations in Letters of Credit, which shall accrue at a per annum rate equal to the Applicable Margin then in effect with respect to Revolving Loans that are Eurodollar Loans on the face amount of such Letters of Credit during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (B) to each LC Issuer a fronting fee, which shall accrue at the rate per Licensed Location annum separately agreed upon (but no more than 0.125% per month: RCT RCT
b. During annum) between the Option Period Borrower and such LC Issuer on the Licensee agrees average daily amount of the LC Exposure with respect to pay Licensor Letters of Credit issued by such LC Issuer (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the following amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure, as well as such LC Issuer’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. LC Fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments terminate and any extension hereof as follows. During such fees accruing after the one-month period prior to RCT, Licensee shall determine date on which the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiation, for comparable store locations (the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee Revolving Credit Commitments terminate shall be increased payable on demand. Any other fees payable to the Comparable Rent for the duration of the applicable period.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly fees payable hereunder shall be adjusted accordingly. In the case of a New Location opened or acquired on or after RCT, the fees due LC Issuers pursuant to this Section 4 with respect to such New Location paragraph shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been takenpayable within 30 days after demand. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the All LC Fees with respect to such renovated Existing Location and fronting fees shall be RCT fee due pursuant to this Section 4 during computed on the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been taken.
e. The above fee basis of a year of 360 days and shall be due and payable on for the actual number of days elapsed (including the first day of every month. If any of but excluding the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable lawlast day).
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 3 contracts
Sources: Credit Agreement (Moneygram International Inc), Credit Agreement (Moneygram International Inc), Credit Agreement (Moneygram International Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the Available Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such commitment fee shall continue to accrue on the daily amount per Licensed Location per month: RCT RCTof such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any commitment fees accruing after the date on which the Commitments terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following amount Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the relevant Issuing Bank for its own account a fronting fee, which shall accrue at a rate per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum separately agreed upon by the Borrower and such Issuing Bank on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third (3rd) Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers any Issuing Bank pursuant to written contracts having this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit denominated in Dollars shall be paid pursuant in Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in a Foreign Currency shall be paid in such Foreign Currency.
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morecommitment fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 3 contracts
Sources: Credit Agreement (Electronic Arts Inc.), Credit Agreement (Electronic Arts Inc.), Credit Agreement (Electronic Arts Inc.)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the following Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof the Revolving Commitment of such Lender (whether used or unused) during the period from and including the date of this Agreement to but excluding the date on which such Revolving Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. The Administrative Agent will give the Company three Business Days’ notice of the amount of the facility fee payable on each payment date. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All facility fees in respect of Revolving Commitments shall be payable in Dollars and shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Company agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate agreed upon between such Issuing Bank and the Company per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers any Issuing Bank pursuant to written contracts having this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be payable in Dollars and shall computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Company agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in Dollars in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Company and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to any Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and participation fees, to the applicable Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 3 contracts
Sources: Credit Agreement (Beam Inc), Revolving Credit Agreement (Fortune Brands Inc), Revolving Credit Agreement (Fortune Brands Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Term Loans after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Term Loans from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Term Loans. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate and the Term Loans are repaid, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing other than on Term Loans after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a utilization fee in an amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above equal to 0.05% on the aggregate principal amount of the Loans outstanding for each day on which the sum of such Loans and the loans outstanding under the Five-Year Credit Agreement equal or exceed 50% of the sum of the total amount of the Commitments (or if the Commitments have terminated and Loans are outstanding, the Commitments as in effect immediately prior to termination) and the total amount of the commitments under the Five-Year Credit Agreement (or, if the commitments thereunder have terminated and there are loans outstanding, the commitments as in effect immediately prior to termination). Accrued utilization fees shall be subject payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate and the Term Loans are repaid, commencing on the first such date to increase from time occur after the date hereof; provided that any utilization fees accruing other than on Term Loans after the date in which the Commitments terminate shall be payable on demand. All utilization fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to time during pay to the term of this Agreement and any extension hereof as follows. During the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiationAdministrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of a New Location opened or acquired on or after RCT, facility fees to the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period Lenders. Fees paid shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been takenrefundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 3 contracts
Sources: Credit Agreement (McGraw-Hill Companies Inc), 364 Day Credit Agreement (McGraw-Hill Companies Inc), 364 Day Credit Agreement (McGraw-Hill Companies Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in each Letter of Credit, which shall accrue at the Participation Fee Rate set forth in the definition of “Applicable Rate” on the average daily amount per Licensed Location per month: RCT RCTof such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the Fronting Fee Rate set forth in the definition of “Applicable Rate” on the average daily amount of that portion of the LC Exposure attributable to the Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure attributable to the Issuing Bank, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of each Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on such last day, commencing on the first such date to occur after the Effective Date; provided, that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor to the following amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above shall be subject to increase from time to time during the term of this Agreement and any extension hereof as follows. During the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiationAdministrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (c) All fees payable hereunder shall be adjusted accordingly. In paid in Dollars on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or moreparticipation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 3 contracts
Sources: Letter of Credit Agreement, Letter of Credit Agreement (NuStar Energy L.P.), Letter of Credit Agreement (NuStar Energy L.P.)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the following Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof the Facility Commitment of such Lender (whether used or unused) during the period from and including the date hereof to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”). Accrued Facility Fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Company agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue daily on the aggregate amount then available for drawing under all Letters of Credit issued by such Issuing Lender at such rate per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above shall annum as may be subject to increase mutually agreed between the Company and such Issuing Lender from time to time during time, as well as the term Issuing Lender’s standard fees with respect to the issuance, amendment, renewal or extension of this Agreement any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Lender pursuant to written contracts having this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Company agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Company and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of a New Location opened or acquired on or after RCTfacility fees, to the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period Lenders. Fees paid shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been takenrefundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 3 contracts
Sources: Five Year Credit Agreement (Dun & Bradstreet Corp/Nw), Five Year Credit Agreement (Dun & Bradstreet Corp/Nw), Credit Agreement (Dun & Bradstreet Corp/Nw)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof the Commitment of such Lender (whether used or unused) during the period from and including the Closing Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender's Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, on the date of any voluntary termination of the Commitments and on the date on which all Loans become due and payable (by acceleration or otherwise); provided that any facility fees accruing after the date on which all Loans become due and payable shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a utilization fee, which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above of the Revolving Credit Exposure of such Lender for each day on which the Revolving Credit Exposure of all Lenders exceeds 50% of the total Lenders' Commitments; provided that, if any Lender continues to have any Revolving Credit Exposure after its Commitment terminates then such utilization fee shall continue to accrue at the Applicable Rate on the entire amount of such Lender's Revolving Credit Exposure (whether or not the amount of such Revolving Credit Exposure exceeds 50% of such Lender's Commitment in effect prior to the Revolving Termination Date), from and including the date on which the Commitments terminate to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued utilization fees shall be subject payable in arrears on the last day of March, June, September and December of each year, on the date of any voluntary termination of the Commitments and on the date on which all Loans become due and payable (by acceleration or otherwise); provided that any utilization fees accruing after the date on which the Loans become due and payable shall be payable on demand. All utilization fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first but excluding the last day).
(c) The Borrower agrees to increase from time pay to time during the term of this Agreement and any extension hereof as follows. During the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiationAdministrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of a New Location opened or acquired on or after RCTfacility fees and utilization fees, to the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period Lenders. Fees paid shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been takenrefundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 3 contracts
Sources: Credit Agreement (H&r Block Inc), Credit Agreement (H&r Block Inc), Credit and Guarantee Agreement (H&r Block Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the following Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the Effective Date, and on the date on which the Commitments shall have terminated and the Lenders shall have no Revolving Credit Exposure; provided that facility fees accruing after the Commitments shall have terminated shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Company agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to LIBOR Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at 0.125% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued participation fees and fronting fees shall be subject payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers an Issuing Bank pursuant to written contracts having this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Company agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Company and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Banks, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and Letter of Credit participation fees, to the Persons entitled thereto. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 3 contracts
Sources: Credit Agreement (Agilent Technologies Inc), Credit Agreement (Agilent Technologies Inc), Credit Agreement (Agilent Technologies Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the following Administrative Agent, in US Dollars, for the account of each Lender, a facility fee, which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof each Commitment of such Lender, whether used or unused, during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that, if any Lender continues to have any Revolving Credit Exposure under any Tranche after its Commitment of such Tranche terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure under such Tranche from and including the date on which such Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure under such Tranche. Accrued facility fees shall be payable in arrears on the first day of January, April, July and October of each year, commencing on the first such date to occur after the Effective Date and, with respect to the Commitments of any Tranche, on the date on which the Commitments of such Tranche shall terminate; provided that any facility fees accruing on the Revolving Credit Exposure under any Tranche after the date on which the Commitments of such Tranche terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Company agrees to pay Licensor (i) to the Administrative Agent, in US Dollars for the account of each Tranche One Lender or each Tranche Two Lender, as applicable, a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to LIBOR Revolving Loans, on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank a fronting fee, which shall accrue at a rate per annum separately agreed upon between the Company and the applicable Issuing Bank on the portion of the daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued or becoming payable in respect of Letters of Credit through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Banks pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) Each Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Tranche One Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted and purchased hereunder, in Canadian Dollars, an acceptance fee computed by multiplying the aggregate face amount per Licensed Location per month: RCT RCT
c. The monthly amounts of the B/As accepted by such Lender on such date by the product of (i) the Applicable Rate (being the applicable “B/A Stamping Fee” set forth above shall be subject in the definition of such term) on such date and (ii) a fraction, the numerator of which is the number of days in the Contract Period applicable to increase from time such B/As and the denominator of which is 365.
(d) The Company agrees to time during pay to the term of this Agreement and any extension hereof as follows. During the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiationAdministrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Company and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (e) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent or to the Issuing Banks (in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened them) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been taken.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that distribution (i) Licensor should effect a material reduction in the hours case of operation of facility fees, to the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or Lenders and (ii) there should be a change in the laws or regulations applicable case of the participation fees, to the operation Tranche One Lenders or Tranche Two Lenders, as applicable and (iii) in the case of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunderacceptance fees, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the AgreementTranche One Lenders. Fees paid shall not be refundable under any circumstances.
Appears in 3 contracts
Sources: Credit Agreement (Amerisourcebergen Corp), Credit Agreement (Amerisourcebergen Corp), Credit Agreement (Amerisourcebergen Corp)
Fees. a. During the initial term of this License Agreement, Licensee agrees (a) The Borrowers agree to pay Licensor to the following Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee agrees (b) The Borrowers agree to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Loans on the average daily amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above shall be subject of such Lender’s LC Exposure (excluding any portion thereof attributable to increase from time to time unreimbursed LC Disbursements) during the term period from and including the Effective Date to but excluding the later of this Agreement the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any extension hereof as follows. During LC Exposure, and (ii) to the one-month period prior to RCTIssuing Bank a fronting fee, Licensee which shall determine accrue at the rate of 0.125% per annum on the average monthly fee per Device being paid by Licensee daily amount of the LC Exposure (excluding any portion thereof attributable to other customers pursuant unreimbursed LC Disbursements) during the period from and including the Effective Date to written contracts having a remaining duration but excluding the later of one year the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or more, extension of any Letter of Credit or which may be paid pursuant to contracts under negotiation, for comparable store locations (the "Comparable Rent"). If the Comparable Rent is greater than the fee processing of drawings thereunder; provided for above by more than 5%, the monthly that no such fronting fee shall be increased payable to the Comparable Rent Issuing Bank for any day on which it and its Affiliates are the only Lenders. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this subsection shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the duration actual number of days elapsed (including the applicable periodfirst day but excluding the last day).
d. During (c) The Borrowers agree to pay to the term of this AgreementAdministrative Agent, if Licensor opens or acquires any New Location for its own account, fees payable in the amounts and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location the times separately agreed upon in writing by the Company and the monthly Administrative Agent.
(d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds in U.S. Dollars, to the Administrative Agent (or to the Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 3 contracts
Sources: Credit Agreement (KKR & Co. L.P.), Credit Agreement (KKR & Co. L.P.), Credit Agreement (KKR & Co. L.P.)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof the then effective Commitment of such Lender (whether used or unused) during the period from and including the Closing Date to but excluding the date on which such Commitment expires or is terminated; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates or expires, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees with respect to each Lender shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitment of such Lender terminates or expires, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitment of such Lender terminates or expires shall be payable on demand. All facility fees shall be computed on the basis of a year of 365 (or 366 in the case of a leap year) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Rate applicable to interest on Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate or rates per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) relating to the Letters of Credit issued by such Issuing Bank during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any such LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees with respect to each Lender and Issuing Bank, respectively, accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Closing Date; provided that all such fees shall be payable on the date on which such Lender’s or Issuing Bank’s Commitments terminate or expire and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate or expire shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers any Issuing Bank pursuant to written contracts having this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year 365 (or more, or which may 366 in the case of a leap year) days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 3 contracts
Sources: Revolving Credit Agreement (CSX Corp), Revolving Credit Agreement (CSX Corp), Credit Agreement (CSX Corp)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the following Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the actual daily amount per Licensed Location per month: RCT RCTby which the Revolving Commitment of such Lender under each Revolving Credit Facility exceeds the amount of Revolving Loans and L/C Exposure of such Lender under such Revolving Credit Facility (but, for the avoidance of doubt, excluding the Swingline Exposure of such Lender) during the period from and including the Original Closing Date to but excluding the date on which such Commitment terminates; provided that any commitment fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Company prior to such time; and provided further that no commitment fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued commitment fees shall be payable in arrears on the first Business Day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Original Closing Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) Each Borrower agrees to pay Licensor (i) to the following amount Administrative Agent for the account of each Applicable Participant a participation fee with respect to its participations in Letters of Credit issued for the account of such Borrower under each Revolving Credit Facility, which shall accrue at the Applicable Rate on the actual daily Outstanding Amount of such Applicable Participant’s L/C Exposure in respect of Letters of Credit issued for the account of such Borrower under such Revolving Credit Facility (excluding any portion thereof attributable to unreimbursed L/C Disbursements) during the period from and including the Original Closing Date to but excluding the later of the date on which such Applicable Participant’s Revolving Commitment in respect of Letters of Credit issued for the account of such Borrower under such Revolving Credit Facility terminates and the date on which such Applicable Participant ceases to have any L/C Exposure in respect of Letters of Credit issued for the account of such Borrower under such Revolving Credit Facility and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum separately agreed between such Issuing Bank and such Borrower on the actual daily Outstanding Amount of the L/C Exposure in respect of Letters of Credit issued for the account of such Borrower under such Revolving Credit Facility (excluding any portion thereof attributable to unreimbursed L/C Disbursements) attributable to Letters of Credit issued for the account of such Borrower by such Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of all Revolving Commitments under which such Borrower is a Borrower and the date on which there ceases to be any L/C Exposure in respect of Letters of Credit issued for the account of such Borrower under such Revolving Credit Facility, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, participation fees and fronting fees shall be subject payable in arrears on the last Business Day of March, June, September and December of each year, commencing on the first such date to increase from time to time during occur after the term of this Agreement Restatement Effective Date; provided that all such fees shall be payable on the date on which the applicable Revolving Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Revolving Commitments under which such Borrower is a Borrower terminate shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers an Issuing Bank pursuant to written contracts having this clause shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Company agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times provided in the fee provided for above by more than 5%, the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agency Fee Letter.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent (or to the relevant Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morecommitment fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee (e) Each Borrower shall be due pay all accrued fees under paragraphs (a) and payable (b) owing by such Borrower immediately prior to the effectiveness of this Agreement on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable lawRestatement Effective Date.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Restatement Agreement (Constellation Brands, Inc.), Restatement Agreement (Constellation Brands, Inc.)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate (subject to adjustment as set forth in Section 2.13(f)) on the average daily amount of the Available Revolving Commitment of such Revolving Lender during the period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates; provided, that if such Revolving Lender continues to have any Swingline Exposure after its Revolving Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender’s Swingline Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Revolving Lender ceases to have any Swingline Exposure. Commitment fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the fifteenth (15th) day following amount per Licensed Location per month: RCT RCTsuch last day and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided, that any commitment fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of three hundred sixty (360) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All commitment fees shall be payable in U.S. Dollars.
b. During the Option Period the Licensee (b) The Company agrees to pay Licensor (i) to the following amount Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily Dollar Amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to the relevant Issuing Bank a fronting fee, which shall accrue at the rate or rates per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum separately agreed upon between the Company and such Issuing Bank on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the fifteenth (15th) day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided, that all such fees shall be payable on the date on which the Revolving Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers any Issuing Bank pursuant to written contracts having this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year three hundred sixty (360) days (or more, or which may three hundred sixty-five (365) days with respect to any portion of the LC Exposure denominated in Pounds Sterling) and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day). All participation fees and fronting fees shall be payable in the original currency of the LC Exposure.
(c) The Company agrees to contracts under negotiationpay to the Administrative Agent and the Arrangers, for comparable store locations (their own respective accounts, fees payable in the "Comparable Rent"). If amounts, in the Comparable Rent is greater than currencies and at the fee provided for above by more than 5%times separately agreed upon between the Company, on the monthly fee shall be increased to one hand, and the Comparable Rent for Administrative Agent or the duration of Arrangers, on the applicable periodother.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to the relevant Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morecommitment fees and participation fees, to the Revolving Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Haemonetics Corp), Credit Agreement (Haemonetics Corp)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the following amount per Licensed Location per month: RCT RCTAdministrative Agent for the account of each Revolving Lender a facility fee, which shall accrue at the Applicable Rate on the daily Dollar Amount of the Revolving Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates, then such facility fee shall continue to accrue on the daily Dollar Amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure; provided, however, that any facility fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such Lender shall be a Defaulting Lender except to the extent that such facility fee shall otherwise have been due and payable by the Company prior to such time; and provided further that no facility fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Company agrees to pay Licensor (i) to the following amount Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the relevant Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third (3rd) Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers an Issuing Bank pursuant to written contracts having this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Company agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Company and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent (or to the relevant Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Mylan Inc.), Credit Agreement (Mylan Inc.)
Fees. a. During the initial term of this License Agreement(a) Subject to Section 2.20, Licensee ▇▇▇▇▇▇▇▇ agrees to pay Licensor to the following Administrative Agent for the account of each Lender on a pro rata basis (based on Commitments) a facility fee (the “Facility Fee”), which Facility Fee shall accrue at the Facility Fee Rate on the daily amount per Licensed Location per month: RCT RCTof the Commitments (whether used or unused) during the Fee Payment Period; provided that, if such Lender continues to have any Credit Exposure after its Commitment terminates, then such Facility Fee shall continue to accrue on the daily amount of such Lender’s Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Credit Exposure. Accrued Facility Fees shall be payable in arrears on the third (3rd) Business Day of April, July, October and January of each year, as applicable, and on the Maturity Date, commencing on the first (1st) such date to occur after the Effective Date; provided that any Facility Fees accruing as of the date on which the Commitments terminate shall be payable on demand. All Facility Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year), shall be payable for the actual number of days elapsed (including the first (1st) day but excluding the last day) and shall be payable in US Dollars.
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a commission with respect to all outstanding Letters of Credit, which shall accrue at a per annum rate equal to the Term Benchmark Margin then in effect on the Dollar Equivalent of face amount of each such Letter of Credit during the Fee Payment Period, and (ii) to any Issuing Bank a fronting fee, which shall accrue at the rate or rates per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum separately agreed upon between the Borrower and such Issuing Bank on the Dollar Equivalent of its LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the Fee Payment Period, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued participation fees and fronting fees shall be subject payable in arrears on the third (3rd) Business Day of April, July, October, and January of each year, as applicable, and on the Maturity Date, commencing on the first (1st) such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof such fees accruing after the date on which the Commitments terminate shall be payable on demand. For the purposes of the foregoing calculations, the Dollar Equivalent amount shall be calculated on the first Business Day of each calendar month of the related Fee Payment Period using the applicable Exchange Rate for each such non-US Dollar currency in effect as followsof the close of business on the last Business Day of the immediately preceding calendar month or by such other method that the Administrative Agent and APA may agree; provided that, in connection with any Letter of Credit newly issued in a non-US Dollar currency, the Dollar Equivalent amount of such newly issued Letter of Credit until the end of the calendar month in which such Letter of Credit was issued shall be determined using the Exchange Rate for such non-US Dollar currency in effect as of the close of business on the Business Day immediately preceding the date of issuance of such Letter of Credit. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers any Issuing Bank pursuant to written contracts having this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first (1st) day but excluding the last day). All Letter of Credit Fees shall be payable in US Dollars.
(c) ▇▇▇▇▇▇▇▇ agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts, in US Dollars and at the Comparable Rent is greater than times separately agreed upon between Borrower and the fee provided for above by more than 5%, the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to any Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or more, the Facility Fees with respect to such renovated Existing Location shall be RCT fee due and commissions pursuant to this Section 4 during 2.11(c), to the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken Lenders. Any and all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period fees paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Apache Corp), Credit Agreement (APA Corp)
Fees. a. During the initial term of this License Agreement, Licensee agrees to pay Licensor the following amount per Licensed Location per month: RCT RCT:
b. During the Option Period the Licensee agrees to pay Licensor the following amount per Licensed Location per month: RCT RCT:
c. The monthly amounts set forth above shall be subject to increase from time to time during the term of this Agreement and any extension hereof as follows. During the one-month period prior to each of RCT and RCT, respectively, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiation, for comparable store locations (the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee shall be increased to the Comparable Rent for the duration of the applicable period.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly fees payable hereunder shall be adjusted accordingly. In the case of a New Location opened or acquired on or after RCT, the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been taken.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. Licensor and Licensee agree that as of June 30, 1997, Licensor will hold a security deposit (the "Security Deposit") in the amount of RCT pursuant to agreements previously entered into between the parties, which amount consists of the principal amount of the original security deposit together with interest accrued thereon through June 30, 1997. Commencing July 1, 1997, no further interest shall be payable by Licensor to Licensee with respect to the Security Deposit and commencing June 1, 1998 and on each June 1, thereafter, RCT of such Security Deposit shall be applied as an offset against the monthly fees payable by Licensee under this Agreement until such time as the Security Deposit has been exhausted.
g. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: License Agreement (Herbst Gaming Inc), License Agreement (Herbst Gaming Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a Commitment Fee, which shall accrue at the Applicable Rate on the average daily unused amount per Licensed Location per month: RCT RCTof the Commitment of such Lender during the period from and including the date of Closing to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such Commitment Fee shall continue to accrue on the daily amount of such Lender's Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued Commitment Fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Commitment Fees accruing after the date on which the Commitments terminate shall be payable on demand. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender's Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) At Closing, the Borrower shall pay to the Administrative Agent for the account of each Lender a fee calculated in basis points applied to the aggregate amount of the Commitment, with the basis points applied estimated to be that specified in a separate letter agreement among Administrative Agent, Arranger and Borrower, but acknowledged therein as being subject to increase from time variations determined by market conditions.
(d) The Borrower agrees to time during pay to the term of this Agreement and any extension hereof as follows. During the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiationAdministrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (e) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Almost Family Inc), Credit Agreement (Almost Family Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the following Administrative Agent for the account of each Lender a facility fee (“Facility Fee”) in Dollars which shall accrue at the Applicable Rate for Facility Fee on the average daily amount per Licensed Location per month: RCT RCTof the Commitment of such Lender (whether used or unused) (other than with respect to a Defaulting Lender as provided in Section 2.23(a)) during the period from and including the date hereof to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such Facility Fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued Facility Fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fee accruing after the date on which the Commitments terminate shall be payable on demand. All Facility Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Company agrees to pay Licensor to the following Administrative Agent, for its own account, the administrative and other fees separately agreed upon between the Company and the Administrative Agent (collectively, the “Administrative Fees”).
(c) The Company agrees to pay (i) to the Administrative Agent for the account of each Lender (including the Issuing Lender) a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Rate applicable to interest on Eurocurrency Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Lender (including each Lender in the case of a Several Letter of Credit) a fronting fee, which shall accrue at the rate per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum agreed to by the Company and the applicable Issuing Lender on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Lender during the period from and including the Effective Date to but excluding the date on which there ceases to be any LC Exposure, as well as such Issuing Lender’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees shall be subject payable on the last day of March, June, September and December of each year, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers an Issuing Lender pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiation, for comparable store locations (the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee this paragraph shall be increased to payable promptly after demand. All participation fees and fronting fees shall be computed on the Comparable Rent basis of a year of 360 days and shall be payable for the duration actual number of days elapsed (including the applicable periodfirst day but excluding the last day).
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Lender, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Five Year Revolving Credit Facility Agreement (Mead Johnson Nutrition Co), Revolving Credit Facility Agreement (Mead Johnson Nutrition Co)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof the Commitment of such Lender (whether used or unused) during the period from and including the date that is the earlier of (i) 30 days after the Effective Date or (ii) the Availability Date, to but excluding the date on which such Commitment terminates; provided that if such Lender continues to have any Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date that is the earlier of (i) 30 days after the Effective Date or (ii) the Availability Date, and on the date on which the Commitments shall have terminated and the Lenders shall have no Credit Exposure; provided that facility fees accruing after the Commitments shall have terminated shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to LIBOR Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at 0.125% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued participation fees and fronting fees shall be subject payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers an Issuing Bank pursuant to written contracts having this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Banks, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and Letter of Credit participation fees, to the Persons entitled thereto. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Keysight Technologies, Inc.), Credit Agreement (Agilent Technologies Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof the Commitment of such Lender (whether used or unused) during the period from and including the date hereof to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be invoiced and payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the applicable Issuing Bank a fronting fee, which shall accrue at the rate or rates per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure attributable to Letters of Credit issued by such Issuing Bank, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject invoiced and payable on the third Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Bank pursuant to written contracts having this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Citrix Systems Inc), Credit Agreement (Citrix Systems Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender having a Revolving Commitment under the Existing Revolving Facility, a commitment fee, which shall accrue at a rate per annum equal to the Commitment Fee Rate on the daily amount per Licensed Location per month: RCT RCTof such unused Revolving Commitment (provided that Swingline Loans shall not be deemed to be a use of the Revolving Commitments for the purpose of the calculation of such commitment fee) during the period from and including the Fourth Restatement Closing Date to but excluding the date on which such Revolving Commitment terminates (it being understood that LC Exposure constitutes a use of the Revolving Commitment). Accrued commitment fees and undrawn fees shall be payable in arrears on the last day of March, June, September and December of each year, each date on which the applicable Commitments are permanently reduced and on the date on which the applicable Commitments terminate, commencing on the first such date to occur after the Fourth Restatement Closing Date. All commitment fees and undrawn fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor to (i) the following Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at rate per annum equal to the Applicable Margin (with respect to Eurodollar Borrowings) on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Fourth Restatement Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at a rate per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum equal to 0.25% on the daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Letter of Credit during the period from and including the Fourth Restatement Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such LC 1821445.29\C072091\0303228 Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued participation fees and fronting fees shall be subject payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to increase from time to time during occur after the term of this Agreement Fourth Restatement Closing Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Bank pursuant to written contracts having this paragraph shall be payable within ten days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to each Credit Party, for comparable store locations (the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%its own account, the monthly fee shall be increased to fees and other amounts payable in connection herewith in the Comparable Rent for amounts and at the duration of times separately agreed upon between the applicable periodBorrower and such Credit Party.
d. During the term of this Agreement, if Licensor opens or acquires any New Location (d) All fees and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly fees other amounts payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds to the Administrative Agent for distribution, in the case of a New Location opened or acquired on or after RCTcommitment fees, undrawn fees, and participation fees, to the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period Lenders. Fees paid hereunder shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been takenrefundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit and Guarantee Agreement (General Communication Inc), Credit and Guarantee Agreement (Gci Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof the unused Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any commitment fees accruing after the date on which the Commitments terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, the Commitment of any Lender shall be deemed to be used to the extent of the Revolving Credit Exposure of such Lender.
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate or rates per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum separately agreed upon between the Borrower and such Issuing Bank on the face amount of each Letter of Credit of such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit of such Issuing Bank or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers any Issuing Bank pursuant to written contracts having this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to pay to the Administrative Agent, or which may be paid for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.
(d) The Borrower agrees to pay fees in the amounts and at the times agreed pursuant to contracts under negotiation, for comparable store locations (the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodFee Letters.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (e) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Banks, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morecommitment fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Macquarie Infrastructure Corp), Credit Agreement (Macquarie Infrastructure Co LLC)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender, a facility fee, which shall accrue at a rate per annum equal to the Applicable Margin on the daily amount per Licensed Location per month: RCT RCTof the Commitment of such Lender (regardless of usage) during the period from and including the date on which this Agreement becomes effective pursuant to Section 10.6 to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Credit Exposure from and including the date on which such Lender’s Commitment terminates to but excluding the date on which such Lender ceases to have any Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, each date on which the Commitments are permanently reduced and on the date on which the Commitments terminate, commencing on the first such date to occur after the Effective Date, provided that all unpaid facility fees shall be payable on the date on which the Commitments terminate and provided further that facility fees which accrue after the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum separately agreed upon between the Borrower and the Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued participation fees and fronting fees shall be subject payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Bank pursuant to written contracts having this paragraph shall be payable within ten days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to each Credit Party, for comparable store locations (its own account, fees and other amounts payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon in writing between the fee provided for above by more than 5%, the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodBorrower and such Credit Party.
d. During the term of this Agreement, if Licensor opens or acquires any New Location (d) All fees and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly fees other amounts payable hereunder shall be adjusted accordinglypaid on the dates due, in immediately available funds. In the case of a New Location opened or acquired on or after RCT, the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period Fees and other amounts paid shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been takenrefundable under any circumstances other than clearly demonstrable error.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Cleco Power LLC), Credit Agreement (Cleco Power LLC)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Revolving Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates (including as a result of the exercise of the Term-Out Option), then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. The Administrative Agent will give the Company three Business Days’ notice of the amount of the facility fee payable on each payment date. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, on the date on which the Revolving Commitments terminate and, if the Term-Out Option is exercised, on each date following amount per Licensed Location per month: RCT RCTthe Termination Date on which any Revolving Loans are repaid, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Revolving Commitments terminate (other than as a result of, and following, the exercise of the Term-Out Option) shall be payable on demand. All facility fees in respect of Revolving Commitments shall be payable in Dollars and shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During (b) For each day on which the Option Period Total Credit Exposure is in excess of 50% of the Licensee total Revolving Commitments as of such day and for each day after the termination of the Revolving Commitments on which any Revolving Loan remains outstanding, the Company agrees to pay Licensor to the following Administrative Agent for the account of each Lender a utilization fee, which shall accrue at the Applicable Rate on the amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above of the Revolving Credit Exposure of such Lender on such day. Accrued utilization fees shall be subject payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate and, if the Term-Out Option is exercised, on each date following the Termination Date on which any Revolving Loans are repaid, commencing on the first such date to increase from time occur after the date hereof; provided that any utilization fees accruing after the date on which the Revolving Commitments terminate (other than as a result of, and following, the exercise of the Term-Out Option) shall be payable on demand. All utilization fees in respect of the Revolving Commitments shall be payable in Dollars and shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Company agrees to time during pay to the term of this Agreement and any extension hereof as follows. During the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiationAdministrative Agent, for comparable store locations (its own account, fees payable in Dollars in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Company and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of a New Location opened or acquired on or after RCTfacility fees and utilization fees, to the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period applicable Lenders. Fees paid shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been takenrefundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: 364 Day Revolving Credit Agreement (Fortune Brands Inc), 364 Day Revolving Credit Agreement (Fortune Brands Inc)
Fees. a. During (a) The Borrowers agree to pay to the initial term Administrative Agent for the account of this License Agreementeach Lender a facility fee, Licensee which shall accrue at the relevant Facility Fee Rate specified in the definition of Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the Commitment Termination Date; provided that, if such Lender continues to have any Credit Exposure after the Commitment Termination Date, then such facility fee shall continue to accrue on the daily amount of such Lender’s Credit Exposure from and including the Commitment Termination Date to but excluding the date on which such Lender ceases to have any Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of each March, June, September and December of each year and on the Commitment Termination Date, commencing on the first such date to occur after the Effective Date; provided that any facility fees accruing after the Commitment Termination Date shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(b) The Company agrees to pay Licensor to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Applicable Rate applicable to Eurocurrency Loans on the average daily amount per Licensed Location per month: RCT RCTof such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the Commitment Termination Date and the date on which such Lender ceases to have any LC Exposure.
b. During the Option Period the Licensee (c) The relevant Borrower with respect to each Letter of Credit agrees to pay Licensor to the Issuing Lender of such Letter of Credit (i) a fronting fee, which shall accrue at a rate per annum separately agreed by the Company and such Issuing Lender, on the average daily amount of the LC Exposure attributable to such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of issuance of such Letter of Credit to but excluding the date on which there ceases to be any such LC Exposure under such Letter of Credit and (ii) such Issuing Lender’s standard fees with respect to the issuance, amendment, renewal or extension of such Letter of Credit or processing of drawings thereunder.
(d) Participation fees and fronting fees accrued through and including the last day of each calendar quarter shall be payable on the third Business Day of the calendar month following amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the Commitment Termination Date and any such fees accruing after the Commitment Termination Date shall be payable on demand. Any other fees payable to any Issuing Lender pursuant to paragraph (c) above shall be subject payable at the times separately agreed upon between the Company or the relevant Borrower and such Issuing Lender or otherwise within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(e) The Borrowers agree to increase from time pay to time during the term of this Agreement and any extension hereof as follows. During the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiationAdministrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon in writing between the fee provided for above by more than 5%, Company and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (f) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of a New Location opened or acquired on or after RCTcommitment fees, the fees due pursuant to in accordance with this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period 2.12. Fees paid shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been takenrefundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Tyson Foods Inc), Credit Agreement (Tyson Foods Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the following Administrative Agent for the account of each Lender a commitment fee (the “Commitment Fees”), which shall accrue at the “Commitment Fee Rate” determined by reference to the definition of “Applicable Rate” on the daily average undrawn amount per Licensed Location per month: RCT RCTof each Commitment of such Lender during the period from and including the Closing Date, but excluding the date on which such Commitment terminates. Accrued Commitment Fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which such Commitments terminate. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) Each Borrower agrees to pay Licensor (i) to the following Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of each Lender a letter of credit participation fee with respect to its participations in Letters of Credit issued for the account of such Borrower, which shall accrue at the Applicable Rate on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date hereof to but excluding the later of the date on which the last of such Lender’s Commitments under the applicable Tranche terminates and the date on which such Lender ceases to have any LC Exposure under such Tranche, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above shall be subject to increase annum (or any lesser amount that the Company and such Issuing Bank may agree upon from time to time time) on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank for the account of such Borrower during the term period from and including the date hereof to but excluding the later of the date of termination of the last of the Commitments under the applicable Tranche and the date on which there ceases to be any LC Exposure, under such Tranche, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued for the account of such Borrower or processing of drawings thereunder. Participation fees and fronting fees accrued under this Agreement paragraph through and including the last day of March, June, September and December of each year shall be payable on such last day, commencing on the first such date to occur after the date hereof; provided that all such fees shall be payable on the date on which the last of the Commitments terminates and any extension hereof as followssuch fees accruing after such date shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers an Issuing Bank pursuant to this paragraph shall be payable within 30 days after written contracts having demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a remaining duration year of one year 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) Each Canadian Borrowing Subsidiary agrees to pay to the Canadian Administrative Agent, for the accounts of the Global Tranche Lenders (or more, or which may be paid the lending offices designated to accept and purchase B/As pursuant to contracts under negotiationSection 2.16(f)), on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee computed by multiplying the face amount of each such B/A by the product of (i) the Applicable Rate for comparable store locations B/A Drawings on such date and (the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%ii) a fraction, the monthly fee shall be increased numerator of which is the number of days in the Contract Period applicable to such B/A and the Comparable Rent for the duration denominator of the applicable periodwhich is 365.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordinglypaid on the dates due, in immediately available funds, to the Administrative Agent, Canadian Administrative Agent, or the applicable Issuing Bank, as applicable, for distribution to the applicable Lenders. In the case of a New Location opened or acquired on or after RCT, the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period Fees paid shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been takenrefundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Molson Coors Brewing Co), Credit Agreement (Molson Coors Brewing Co)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount of the Revolving Commitment of such Revolving Lender during the period from and including the date hereof to but excluding the date on which the Revolving Commitments terminate. Commitment fees accrued through and including the last Business Day of March, June, September and December of each year shall be payable in arrears on the fifteenth day following amount per Licensed Location per month: RCT RCTsuch last day and on the date on which the Revolving Commitments terminate (including, in respect of Non-Extended Revolving Lenders, the Non-Extended Revolving Maturity Date), commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate then used to determine the interest rate applicable to Term Benchmark Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the fifteenth day following such last day, commencing on the first such date to increase from time to time during occur after the term Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate (including, in respect of this Agreement Non-Extended Revolving Lenders and Non-Extended Issuing Banks, the Non-Extended Revolving Maturity Date) and any extension hereof as followssuch fees accruing after the date on which the Revolving Commitments terminate (including, in respect of Non-Extended Revolving Lenders and Non-Extended Issuing Banks, the Non-Extended Revolving Maturity Date) shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers an Issuing Bank pursuant to written contracts having this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morecommitment fees and participation fees, to the Revolving Lenders entitled thereto. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid hereunder shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Amendment No. 4 to the Second Amended and Restated Credit Agreement (Chemours Co), Amendment No. 3 to the Second Amended and Restated Credit Agreement (Chemours Co)
Fees. a. During (a) The Borrowers agree to pay to the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Lender in a notice delivered to the Administrative Agent prior to the initial term payment to such Lender under this paragraph) a facility fee, which shall accrue at the relevant Facility Fee Rate specified in the definition of Applicable Rate on the daily amount of the Commitments (whether used or unused) of such Lender during the period from and including the date of this License AgreementAgreement to but excluding the date on which its Commitments terminate; provided that, Licensee if such Lender continues to have any Revolving Credit Exposure after its Commitments terminate, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitments terminate to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated and on the Maturity Date, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which all the Commitments shall have been terminated shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(b) The Company and each Borrowing Subsidiary agrees to pay Licensor (i) to the following amount per Licensed Location per month: RCT RCT
b. During Administrative Agent for the Option Period account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Licensee agrees to pay Licensor the following amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above shall be subject to increase same Applicable Rate used from time to time to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the term period from and including the date hereof to but excluding the later of this Agreement the date on which the last of such Lender’s Commitments terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank, a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Company and the applicable Issuing Bank on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of all the Commitments and the date on which there ceases to be any LC Exposure attributable to Letters of Credit issued by such Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date hereof; provided that all such fees shall be payable on the date on which all the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which all the Commitments terminate shall be payable on demand. During All participation fees and fronting fees shall be computed on the one-month period prior basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrowers agree to RCT, Licensee shall determine pay to the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiationAdministrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between any Borrower and the fee provided for above by more than 5%, the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additionits own account or, in the event an Existing Location is closed case of facility fees and Letter of Credit participation fees, for renovation for a period of RCT or more, distribution to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Five Year Credit Agreement (Kellogg Co), Credit Agreement (Kellogg Co)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the following Administrative Agent for the account of each Lender a facility fee in Dollars, which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable quarterly in arrears on each Payment Date, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Company agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on such Lender’s Applicable Percentage of the face amount of all outstanding Letters of Credit during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum on the face amount of all outstanding Letters of Credit issued by each Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as each Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, maintenance, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, participation fees and fronting fees shall be subject payable quarterly in arrears on each Payment Date, commencing on the first such date to increase from time occur after the date hereof; provided that any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to time during the term of this Agreement and any extension hereof as follows. During the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Banks pursuant to written contracts having this paragraph shall be payable on demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees shall be paid pursuant in Dollars.
(c) The Company agrees to contracts under negotiationpay to (i) the Administrative Agent, for comparable store locations its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent and (ii) the "Comparable Rent"). If Syndication Agent, for its own account, fees payable in the Comparable Rent is greater than amounts and at the fee provided for above by more than 5%, times separately agreed upon between the monthly fee shall be increased to Company and the Comparable Rent for the duration of the applicable periodSyndication Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to the Issuing Banks or the Syndication Agent, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened them) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Worthington Industries Inc), Credit Agreement (Worthington Industries Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Closing Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such ▇▇▇▇▇▇'s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the fifteenth day following amount per Licensed Location per month: RCT RCTsuch last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in each outstanding Letter of Credit, which shall accrue on the daily maximum amount then available to be drawn under such Letter of Credit at the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans, during the period from and including the Closing Date to but excluding the later of the date on which such ▇▇▇▇▇▇'s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank for its own account a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate of 0.125% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above shall annum on the daily maximum amount then available to be subject drawn under such Letter of Credit, during the period from and including the Closing Date to increase but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure with respect to Letters of Credit issued by such Issuing Bank, as well as such Issuing Bank's standard fees with respect to the issuance, amendment or extension of any Letter of Credit and other processing fees, and other standard costs and charges, of such Issuing bank relating the Letters of Credit as from time to time during in effect. Participation fees and fronting fees accrued through and including the term last day of this Agreement March, June, September and December of each year shall be payable on the fifteenth day following such last day, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers an Issuing Bank pursuant to written contracts having this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit and Guarantee Agreement (H&r Block Inc), Credit and Guarantee Agreement (H&r Block Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Revolving Credit Lender a facility fee, which shall accrue at the Facility Fee Rate on the average daily unused portion of the Revolving Credit Commitment of such Revolving Credit Lender during the period from and including the Effective Date to but excluding the Revolving Credit Termination Date; provided that, if such Revolving Credit Lender continues to have any Revolving Credit Exposure after its Revolving Credit Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Revolving Credit Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Revolving Credit Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of November, February, May, and August of each year and on the Revolving Credit Termination Date (and on any later date upon which Revolving Credit Exposure ceases to exist, if any), commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Revolving Credit Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Upon a Default that with the passage of time or the giving of notice or both would constitute an Event of Default under subsections (a) and (b) of Article VII, all fees and other amounts (except for the Letter of Credit Fee) will bear interest at two percent per Licensed Location per month: RCT RCTannum above the rate applicable to ABR Loans, until such Default is cured or waived.
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above Administrative Agent for the account of each Revolving Credit Lender, based on such Revolving Credit Lender’s Applicable Percentage, a letter of credit fee (the “Letter of Credit Fee”) with respect to each Letter of Credit issued hereunder, which shall be subject payable monthly in arrears on the last day of each month commencing with the month after the Effective Date and which shall accrue at a rate per annum equal to increase from time the Applicable Margin used to time determine the interest rate applicable to Eurodollar Loans on the Stated Amount of the Letters of Credit, during the term period from and including the Effective Date to but excluding the later of this Agreement the date on which such Revolving Credit Lender’s Revolving Credit Commitment terminates and the date on which such Revolving Credit Lender ceases to have any LC Exposure; and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the Total LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of Revolving Credit Termination Date and the date on which there ceases to be any LC Exposure, as well as the Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Fronting fees accrued through and including the last day of November, February, May, and August of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the Revolving Credit Termination Date and any extension hereof as followssuch fees accruing after the Revolving Credit Termination Date shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Bank pursuant to written contracts having this paragraph shall be payable within ten (10) days after demand. All fronting fees and all Letter of Credit Fees shall be computed on the basis of a remaining duration year of one year 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Upon a Default that with the passage of time or morethe giving of notice or both would constitute an Event of Default under subsections (a) and (b) of Article VII, the Letter of Credit Fee will be increased by two percent per annum, until such Default is cured or which may be paid pursuant waived.
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.
(the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee shall be increased d) The Borrower agrees to pay to the Comparable Rent Administrative Agent, on the Effective Date, for the duration account of the applicable periodeach Term Lender based on such Term Lender’s Applicable Percentage, a non-refundable facility fee in an aggregate amount equal to $37,500.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (e) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and Letter of Credit Fees, to the applicable Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Heartland Payment Systems Inc), Credit Agreement (Heartland Payment Systems Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the Paying Agent for the ratable account of each Lender a facility fee (the “Facility Fee”), which shall accrue from (and including) the Effective Date to (but excluding) the Maturity Date on the daily amount of each Commitment of such Lender (whether used or unused) at the rate per annum equal to the Applicable Facility Fee Percentage; provided that, if such Lender continues to have any Credit Exposure after its Commitment terminates, then such Facility Fee shall continue to accrue on the daily amount of such Lender’s Credit Exposure from and including the date on which its Commitment terminates but excluding the date on which such Lender ceases to have any Credit Exposure. Accrued Facility Fees shall be payable in arrears on the third Business Day following amount per Licensed Location per month: RCT RCTthe last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on October 5, 2004; provided that any facility fees accruing after the date on which the relevant Commitments terminate shall be payable on demand. All Facility Fees shall be computed on the basis of a year of 365 or 366 days (as the case may be) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Paying Agent for the ratable account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue at the rate of 0.125% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements), as well as the Issuing Lender’s standard fees with respect to the issuance, amendment, negotiation, payment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees shall be subject payable on the third Business Day following the last day of March, June, September and December of each year and on the date that the Commitments terminate, commencing October 5, 2004; provided that any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to increase from time the Issuing Lender pursuant to time this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 365 or 366 days (as the case may be) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to pay to the Paying Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Paying Agent.
(d) If the average daily aggregate principal amount of the Loans and LC Exposure, outstanding for (i) the period beginning with the Effective Date and ending on September 30, 2004, (ii) any calendar quarter commencing with the fourth calendar quarter of 2004 and ending on the last day of the calendar quarter immediately preceding the Maturity Date or (iii) the period beginning on and including the day after the end of the calendar quarter immediately preceding the Maturity Date and ending on the Maturity Date is in excess of 50% of the average daily Commitments of the Lenders for such calendar quarter or period (disregarding for this purpose any termination of any Commitments that occurred during the term of this Agreement and any extension hereof as follows. During the one-month period or prior to RCTsuch calendar quarter or period), Licensee shall determine the average monthly fee per Device being paid by Licensee Company agrees to other customers pursuant pay to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiationthe Paying Agent, for comparable store locations the ratable accounts of the Lenders, a utilization fee (the "Comparable Rent"“Utilization Fee”) at a rate per annum equal to the Applicable Utilization Fee Percentage on such average daily aggregate principal amount outstanding of Loans and LC Exposure during such calendar quarter (or period), payable in arrears on the third Business Day after the last day of such calendar quarter (or period). If the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee All Utilization Fees shall be increased to computed on the Comparable Rent basis of a year of 365 days or 366 days (as the case may be) and shall be payable for the duration actual number of days elapsed (including the applicable periodfirst day but excluding the last day).
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (e) All fees payable hereunder shall be adjusted accordinglypaid on the dates due, in immediately available funds, to the Paying Agent. In the case of a New Location opened or acquired on or after RCT, the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period Fees paid shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been takenrefundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Genworth Financial Inc), Credit Agreement (Genworth Financial Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof the Commitment of such Lender (whether used or unused) during the period from and including the date of this Agreement to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Committed Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender's Committed Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Committed Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Committed Loans have matured, whether by acceleration or otherwise, shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate as interest on Eurodollar Committed Loans on the average daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender's Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on such day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Bank pursuant to written contracts having this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Pennzoil Quaker State Co), Credit Agreement (Pennzenergy Co)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily amount per Licensed Location per month: RCT RCTof the Available Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any commitment fees accruing after the date on which the Commitments terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following amount Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third (3rd) Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Bank pursuant to written contracts having this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morecommitment fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Viropharma Inc), Credit Agreement (Blackboard Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent, for the account of each Lender, an unused facility fee (“UNUSED FACILITY FEE”), which as of the Fee Payment Date shall accrue at a rate per annum equal to (i) the applicable Unused Facility Fee Rate times (ii) the average daily difference between (x) the Commitment of such Lender minus (y) Revolving Credit Exposure of such Lender, during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided however, that if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such Unused Facility Fee shall continue to accrue on the daily amount per Licensed Location per month: RCT RCTof such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure.
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent, for the account of each Lender, a letter of credit fee (“LETTER OF CREDIT FEE”) with respect to its participation in each Letter of Credit, which shall accrue at a rate per annum equal to the Applicable Margin for Eurodollar Loans then in effect on the average daily amount of such Lender’s LC Exposure attributable to such Letter of Credit during the period from and including the date of issuance of such Letter of Credit to but excluding the date on which such Letter of Credit expires or is drawn in full (including without limitation any LC Exposure that remains outstanding after the Maturity Date) and (ii) to the Issuing Bank for its own account a fronting fee (“FRONTING FEE”), which shall accrue at the rate of 0.125% per Licensed Location annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the Availability Period (or until the date that all Letters of Credit are irrevocably cancelled, whichever is later), as well as the Issuing Bank’s standard fees with respect to issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Pursuant to Section 2.11(d), notwithstanding the foregoing, while an Event of Default exists the rate per month: RCT RCT
c. The monthly amounts set forth annum used to calculate the Letter of Credit Fee pursuant to clause (i) above shall automatically be subject increased by an additional 2% per annum.
(c) Accrued fees under paragraphs (a) and (b) above (i) shall be payable quarterly in arrears on the last day of each March, June, September and December of each year, commencing on September 30, 2009 and on the Maturity Date (and if later, the date the Loans and LC Exposure shall be repaid in their entirety) (each such date, a “FEE PAYMENT DATE”); provided, that any such fees accruing after the date on which the Commitments terminate shall be payable on demand. All fees shall be computed on the basis of a year of three hundred sixty (360) days and shall be payable for the actual number of days elapsed.
(d) The Borrower agrees to increase from time pay to time during the term of this Agreement and any extension hereof as follows. During the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiationAdministrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (e) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of a New Location opened or acquired on or after RCT, Fronting Fee and other standard fees payable to the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened Issuing Bank) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or moreUnused Facility Fees and Letter of Credit Fees, to the Lenders. Fees paid shall not be refundable under any circumstances. Upon its receipt of fees to which the Lenders are entitled, the Fees with respect to Administrative Agent shall promptly remit such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been taken.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the AgreementLenders as provided herein.
Appears in 2 contracts
Sources: Credit Agreement (Home Properties Inc), Credit Agreement (Home Properties Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Revolving Lender a facility fee, which shall accrue at the Facility Fee Rate (as set forth in the definition of Applicable Rate) on the daily amount per Licensed Location per month: RCT RCTof the Revolving Commitment of such Revolving Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates; provided that, if such Revolving Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Revolving Lender ceases to have any Revolving Credit Exposure. Accrued facility fees for the preceding calendar quarter shall be payable in arrears on the first day of January, April, July and October of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand and be secured by any cash collateral in accordance with Section 2.06(j). All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in each outstanding Letter of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the daily maximum amount then available to be drawn under such Letter of Credit during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank for its own account a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate of 0.125% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum on the daily maximum amount then available to be drawn under such Letter of Credit during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued participation fees and fronting fees for the preceding calendar quarter shall be subject payable in arrears on the first day of January, April, July and October of each year, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand and be secured by any cash collateral in accordance with Section 2.06(j). During the one-month period prior Such fees (other than participation and fronting fees) payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers an Issuing Bank pursuant to written contracts having this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in dollars in immediately available funds, to the Administrative Agent (or to any Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and participation fees, to the applicable Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Taubman Centers Inc), Revolving Credit and Term Loan Agreement (Taubman Centers Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to each Lender, through the following amount per Licensed Location per month: RCT RCT
b. During Servicing Agent, on each March 31, June 30, September 30 and December 31, commencing December 31, 1997, and on the Option Period date on which the Licensee agrees to pay Licensor the following amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above Commitment of such Lender shall be subject terminated as provided herein, a facility fee (the "Facility Fee") equal to increase the Applicable Percentage in effect from time to time on the amount of the Commitment of such Lender, whether used or unused, during the term preceding quarter (or other period commencing on the Closing Date or ending on the Maturity Date or any date on which the Commitment of this Agreement such Lender shall be terminated). The Facility Fee shall be computed on the basis of the actual number of days elapsed over a year of 360 days (including the first day but excluding the last day). The Facility Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the earlier of the Maturity Date and the termination of the Commitment of such Lender as provided herein.
(b) The Borrower agrees to pay (i) to the Servicing Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Percentage as shall be used in determining the interest rate applicable to LIBOR Revolving Loans on the average daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Lender's Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Fronting Bank a fronting fee, which shall accrue at the rate of 0.100% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure. Participation fees and fronting fees shall be payable on each March 31, June 30, September 30 and December 31, commencing March 31, 1998; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During All participation fees and fronting fees shall be computed on the one-month period prior basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to RCT, Licensee shall determine pay to the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiationAdministrative Agents, for comparable store locations their respective accounts, agent and administrative fees (the "Comparable RentAdministrative Fees"). If ) at the Comparable Rent is greater than times and in the amounts agreed upon in the fee provided for above by more than 5%letter agreements dated October 9, the monthly fee 1997, between Lyondell and Millennium and BofA and between Lyondell and Millennium and Chase, respectively.
(d) All Fees shall be increased paid on the dates due, in immediately available funds, to the Comparable Rent for Servicing Agent (or to the duration of the applicable period.
d. During the term of this AgreementFronting Bank, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly fees payable hereunder shall be adjusted accordingly. In in the case of a New Location opened or acquired on or after RCTfees payable to it) for distribution, if and as appropriate, among the fees due pursuant to this Section 4 with respect to such New Location Lenders. The Administrative Fees of BofA and Chase shall be RCT fee during paid on the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondates due, in the event an Existing Location is closed for renovation for a period immediately available funds, to BofA and Chase directly. Once paid, none of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been takenrefundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Lyondell Chemical Co), Credit Agreement (Equistar Funding Corp)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily amount per Licensed Location per month: RCT RCTof the Available Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any commitment fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third (3rd) Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Bank pursuant to written contracts having this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morecommitment fees and participation fees, to the applicable Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Angiodynamics Inc), Credit Agreement (Angiodynamics Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the following Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure; provided further that no facility fee shall be paid to a Defaulting Lender as provided in Section 2.24(a). Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Company agrees to pay Licensor (i) to the following amount Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at a rate per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum separately agreed upon between the Company and the Issuing Bank on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third (3rd) Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Bank pursuant to written contracts having this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Company agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Company and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in Dollars (except as otherwise expressly provided in this Section) and immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Tennant Co), Credit Agreement (Tennant Co)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily amount of the Available Revolving Commitment of any Lender that is not a Defaulting Lender during the period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such ▇▇▇▇▇▇’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued commitment fees shall be payable in arrears on the fifteenth (15th) day following amount per Licensed Location per month: RCT RCTthe last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day and the last day of each period but excluding the date on which the Commitments terminate).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure and (ii) to the relevant Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank, during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the fifteenth (15th) day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand with reasonable detail to determine the average monthly fee per Device being paid by Licensee amount owed. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to other customers pursuant pay to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiationthe Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morecommitment fees and participation fees, to the applicable Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Grindr Inc.), Credit Agreement (Grindr Inc.)
Fees. a. During the initial term of this License Agreement, Licensee agrees (a) The Borrowers agree to pay Licensor to the following Administrative Agent a commitment fee for the account of each Revolving Lender, which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof the undrawn portion of the Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Lenders’ Revolving Commitments terminate; it being understood that the LC Exposure of a Lender shall be included and the Swingline Exposure of a Lender shall be excluded in the drawn portion of the Revolving Commitment of such Lender for purposes of calculating the commitment fee. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee agrees (b) The Borrowers agree to pay Licensor (i) to the following Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum on the daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Bank pursuant to written contracts having this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrowers agree to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrowers and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in dollars in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morecommitment fees and participation fees, to the Lenders entitled thereto. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Escalade Inc), Credit Agreement (Escalade Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the Administrative Agent for the account of each Lender with a Commitment a facility fee, which fee shall accrue at the Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) from and including the Closing Date to but excluding the date on which such Commitment terminates provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the third Business Day following amount per Licensed Location per month: RCT RCTthe last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender with a Commitment a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate or rates per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, cancellation, negotiation, transfer, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Closing Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers any Issuing Bank pursuant to written contracts having this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent and the Arrangers, for comparable store locations (their respective accounts, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, the monthly fee shall be increased to the Comparable Rent for the duration of Borrower and the applicable periodparty.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to any Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Fortune Brands Home & Security, Inc.), Credit Agreement (Fortune Brands Home & Security, Inc.)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily amount per Licensed Location per month: RCT RCTof the Available Revolving Commitment of such Lender during the period from and including the Restatement Effective Date to but excluding the date on which the Revolving Commitment of such Lender terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates, then such commitment fee shall continue to accrue on the average daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Restatement Effective Date; provided that any commitment fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following amount Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third (3rd) Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Bank pursuant to written contracts having this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit denominated in Dollars shall be paid pursuant in Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in a Foreign Currency shall be paid in such Foreign Currency.
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morecommitment fees and participation fees, to the applicable Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Microchip Technology Inc), Credit Agreement (Microchip Technology Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender, subject to adjustment as provided in Section 2.22, a facility fee, which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof the Dollar Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Dollar Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Dollar Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Dollar Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Dollar Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Dollar Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Rate applicable to interest on Eurocurrency Rate Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, provided that any such participation fee otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Bank pursuant to Section 2.5 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.22(a)(iv), with the balance of such fee, if any, payable to the Issuing Bank for its own account, and (ii) to the Issuing Bank a fronting fee, which shall accrue at a rate agreed upon in the applicable Fee Letter between the Issuing Bank and the Borrower on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing the daily amount per Licensed Location per month: RCT RCTavailable to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.7. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit participation fees shall accrue at the Default Rate.
c. (c) The monthly Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent, including those fees set forth above shall be subject to increase from time to time during in the term of this Agreement and any extension hereof as follows. During the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiation, for comparable store locations (the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodFee Letters.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Borgwarner Inc), Credit Agreement (Borgwarner Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTby which such Lender’s Revolving Commitment exceeds its Revolving Credit Exposure during the period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued commitment fees shall be payable in arrears on the first Business Day of each January, April, July and October and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed (subject to Section 9.15) on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of each calendar quarter shall be payable on the first Business Day of each January, April, July and October following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed (subject to increase from time Section 9.15) on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to time during pay to the term of this Agreement and any extension hereof as follows. During the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiationAdministrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morecommitment fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances (subject to Section 9.15).
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Fisher Communications Inc), Credit Agreement (Fisher Communications Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender (other than a Defaulting Lender to the extent set forth in Section 2.20) a commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount per Licensed Location per month: RCT RCT(calculated on a pro rata basis among the Tranche A Commitments and the Tranche B Commitments, as the case may be) of the Commitment of such Lender during the period from and including the date of this Agreement to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the applicable Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any commitment fees accruing after the date on which the applicable Commitments terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following amount per Licensed Location per month: RCT RCT
c. The monthly amounts Administrative Agent for the account of each Lender (other than a Defaulting Lender to the extent set forth above in Section 2.20) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans for such Lender on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to un-reimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one eighth of one percent (0.125%) per annum, on the average daily amount of the LC Exposure (excluding any portion thereof attributable to un-reimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Tranche B Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s reasonable and customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Closing Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Bank pursuant to written contracts having this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.
(the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee shall be increased d) The Borrower agrees to pay to the Comparable Rent Joint Lead Arrangers and Joint Bookrunners, for their own account, fees payable in the duration of amounts and at the applicable periodtimes separately agreed upon between the Borrower and the Joint Lead Arrangers and Joint Bookrunners.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (e) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT commitment fees and participation fees, to the Lenders or moreto the Joint Lead Arrangers and Joint Bookrunners, the as applicable. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Natural Resource Partners Lp), Credit Agreement (Natural Resource Partners Lp)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to each Revolving Lender, through the following Servicing Agent, on each March 31, June 30, September 30 and December 31, commencing September 30, 2001, and on the date on which the Revolving Commitment of such Lender shall be terminated as provided herein, a facility fee (the "Facility Fee") equal to the percentage rate per annum set forth in the Pricing Schedule as the Facility Fee which is applicable at such time on the amount per Licensed Location per month: RCT RCTof the Revolving Commitment of such Lender, whether used or unused, during the preceding quarter (or other period commencing on the Effective Date or ending on the Revolving Maturity Date or any date on which the Revolving Commitment of such Revolving Lender shall be terminated). The Facility Fee shall be computed on the basis of the actual number of days elapsed over a year of 360 days (including the first day but excluding the last day). The Facility Fee due to each Revolving Lender shall commence to accrue on the Effective Date and shall cease to accrue on the earlier of the Revolving Maturity Date and the termination of the Revolving Commitment of such Revolving Lender as provided herein.
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above Servicing Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin as shall be subject used in determining the interest rate applicable to increase LIBOR Revolving Loans on the average daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender's Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Fronting Bank, as applicable, a fronting fee, which shall accrue at a rate per annum mutually agreed between the Borrower and such Fronting Bank from time to time on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the term period from and including the Effective Date to but excluding the later of this Agreement the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure. Participation fees and fronting fees shall be payable on each March 31, June 30, September 30 and December 31, commencing September 30, 2001; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. During All participation fees and fronting fees shall be computed on the one-month period prior basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to RCT, Licensee shall determine pay to each of the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiationAdministrative Agents, for comparable store locations their respective accounts, agent and administrative fees (the "Comparable RentAdministrative Fees") at the times and in the amounts heretofore agreed between them.
(d) The Borrower agrees to pay on the Effective Date to the Administrative Agents, for their own accounts and for the accounts of the Arrangers, the other Agents and the Lenders, fees in the amounts heretofore mutually agreed (the "Effective Date Fees"). If the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee .
(e) All Fees shall be increased paid on the dates due, in immediately available funds, to the Comparable Rent for Servicing Agent (or to the duration of the applicable period.
d. During the term of this Agreementrelevant Fronting Bank, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly fees payable hereunder shall be adjusted accordingly. In in the case of a New Location opened or acquired on or after RCTfees payable to it) for distribution, if and as appropriate, among the fees due pursuant to this Section 4 with respect to such New Location Lenders. The Administrative Fees of BofA and Chase shall be RCT fee during paid on the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondates due, in the event an Existing Location is closed for renovation for a period immediately available funds, to BofA and Chase directly. Once paid, none of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been takenrefundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Lyondell Chemical Co), Credit Agreement (Equistar Chemicals Lp)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the following Administrative Agent for account of each Bank a facility fee, which shall accrue at the Applicable Facility Fee Rate, (i) prior to the termination of such Bank's Commitment, on the daily amount per Licensed Location per month: RCT RCTof the Commitment of such Bank (whether used or unused) during the period from and including the Effective Date to but excluding the date that the Commitments terminate and (ii) if such Bank continues to have any Credit Exposure after its Commitment terminates, on the daily amount of such Bank's Credit Exposure from and including the date its Commitment terminates to but excluding the date such Bank ceases to have any Credit Exposure. Accrued facility fees shall be payable on each Quarterly Date, commencing on the first such date after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after such date shall be payable on demand.
b. During the Option Period the Licensee (b) The Company agrees to pay Licensor to the following Administrative Agent for account of each Bank a letter of credit fee with respect to Letters of Credit (including the Existing External Fronted Letters of Credit), which shall accrue at the Applicable Letter of Credit Commission on the average daily aggregate undrawn amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above of all outstanding Letters of Credit during the period from and including the Effective Date to but excluding the later of the date on which such Bank's Commitment terminates and the date on which such Bank ceases to have any LC Exposure. Letter of credit fees accrued through and including each Quarterly Date shall be subject payable on the third Business Day following such Quarterly Date, commencing on the first such Business Day to increase occur; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after such date shall be payable on demand.
(c) The Company agrees to pay to the Administrative Agent for account of each Fronting Issuing Bank a fronting fee with respect to each Fronted Letter of Credit issued by such Fronting Issuing Bank, which shall accrue at a rate per annum agreed in writing between the Company and such Fronting Issuing Bank (and notified to the Administrative Agent) on the average daily aggregate undrawn amount of each such Fronted Letters of Credit during the period from and including the date of issuance thereof to but excluding the later of the expiry date thereof and the date on which there ceases to be any LC Exposure thereunder. Fronting fees accrued through and including each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such Business Day to occur; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after such date shall be payable on demand.
(d) The Account Parties agree to pay, on demand, to the Administrative Agent (with respect to Syndicated Letters of Credit) and each Fronting Issuing Bank (with respect to Fronted Letters of Credit issued by it), in each case for its own account, all commissions, charges, costs and expenses with respect to the issuance, amendment, renewal and extension of each such Letter of Credit and drawings and other transactions relating thereto in amounts customarily charged from time to time during in like circumstances by the term of this Agreement and any extension hereof Person that is serving as follows. During the one-month period prior to RCTAdministrative Agent or such Fronting Issuing Bank, Licensee shall determine as the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or morecase may be, or which or, as may be paid pursuant separately agreed from time to contracts under negotiation, for comparable store locations (time by the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee shall be increased to the Comparable Rent for the duration Company on behalf of the applicable periodAccount Parties and the Administrative Agent or such Fronting Issuing Bank, as the case may be.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (e) All fees payable hereunder shall be adjusted accordinglypaid on the dates due, in immediately available funds, to the Administrative Agent for distribution, as applicable, to the Banks entitled thereto. In the case of a New Location opened or acquired on or after RCT, the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period Fees paid hereunder shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been takenrefundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Lincoln National Corp), 364 Day Credit Agreement (Lincoln National Corp)
Fees. a. During (a) The Borrower shall pay to the initial term of this License Agreement, Licensee Administrative Agent for its own account fees in the amounts and at the times previously agreed upon in writing by the Borrower and the Administrative Agent.
(b) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Percentage per annum (determined daily in accordance with Schedule I) on the daily amount per Licensed Location per month: RCT RCT
b. During of the Option Period the Licensee agrees to pay Licensor the following amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above shall be subject to increase from time to time Revolving Commitment (whether used or unused) of such Lender during the term of this Agreement and any extension hereof as follows. During the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiation, for comparable store locations (the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee shall be increased to the Comparable Rent for the duration of the applicable period.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly fees payable hereunder shall be adjusted accordingly. In the case of a New Location opened or acquired on or after RCT, the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by LicensorAvailability Period; provided, that if Licensor such Lender continues to have any Revolving Credit Exposure after the Revolving Commitment Termination Date, then the facility fee shall continue to accrue on the daily amount of such Revolving Credit Exposure from and after the Revolving Commitment Termination Date to the date that all of such Lender’s Revolving Credit Exposure has not taken all steps required been paid in full.
(c) The Borrower agrees to be taken by it pay to permit Licensee the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Percentage per annum (determined daily in accordance with Schedule I) on the daily amount of the unused Term Loan Commitment of such Lender during the Term Loan Commitment Availability Period.
(d) The Borrower agrees to commence operations at such New Locationpay (i) quarterly in arrears to the Administrative Agent, for the RCT period shall not commence until all such actions have been taken. In additionaccount of each Lender, in the event an Existing Location is closed for renovation for a period letter of RCT or more, the Fees credit fee with respect to its participation in each Letter of Credit, which shall accrue at a rate per annum equal to the Applicable Margin for Eurodollar Loans then in effect on the average daily amount of such renovated Existing Location Lender’s LC Exposure attributable to such Letter of Credit during the period from and including the date of issuance of such Letter of Credit to but excluding the date on which such Letter of Credit expires or is drawn in full (including without limitation any LC Exposure that remains outstanding after the Revolving Commitment Termination Date) and (ii) to the Issuing Bank for its own account a fronting fee, which shall be RCT fee due accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the Availability Period (or until the date that such Letter of Credit is irrevocably cancelled, whichever is later), as well as the Issuing Bank’s standard fees with respect to issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Notwithstanding the foregoing, if the Required Lenders elect to increase the interest rate on the Loans to the Default Interest pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location2.13(c), the RCT period rate per annum used to calculate the letter of credit fee pursuant to clause (i) above shall not commence until all such actions have been takenautomatically be increased by an additional 2% per annum.
e. (e) The above Borrower shall pay to the Administrative Agent, for the ratable benefit of each Lender, the upfront fee previously agreed upon by the Borrower and the Administrative Agent, which shall be due and payable on the first day of every month. If any of Closing Date.
(f) Accrued fees under paragraphs (b), (c) and above shall be payable quarterly in arrears on the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first last day of each month during the period of such delinquencyMarch, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed LocationsJune, considered as a wholeSeptember and December, from the hours of operation in effect commencing on March 31, 2007 and on the date of this Agreement, or Revolving Commitment Termination Date (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunderif later, the parties date the Loans and LC Exposure shall negotiate be repaid in good faith to arrive at an equitable adjustment to their entirety); provided further, that any such fees accruing after the terms of the AgreementRevolving Commitment Termination Date shall be payable on demand.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Tc Pipelines Lp), Revolving Credit and Term Loan Agreement (Tc Pipelines Lp)
Fees. a. During the initial term of this License Agreement, Licensee The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Revolving Lender (other than any Revolving Lender that is a Defaulting Lender) a participation fee (the “LC Fee”) with respect to its participations in Letters of Credit, which shall accrue at a per annum rate equal to the Applicable Margin then in effect with respect to Revolving Loans that are Eurodollar Advances on the face amount of such Letters of Credit during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each LC Issuer a fronting fee, which shall accrue at the rate per Licensed Location annum separately agreed upon (but no more than 0.125% per month: RCT RCT
b. During annum) between the Option Period Borrower and such LC Issuer on the Licensee agrees daily amount of the LC Exposure with respect to pay Licensor Letters of Credit issued by such LC Issuer (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the following amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure, as well as such LC Issuer’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. LC Fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Closing Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments terminate and any extension hereof as follows. During such fees accruing after the one-month period prior to RCT, Licensee shall determine date on which the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiation, for comparable store locations (the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee Revolving Credit Commitments terminate shall be increased payable on demand. Any other fees payable to the Comparable Rent for the duration of the applicable period.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly fees payable hereunder shall be adjusted accordingly. In the case of a New Location opened or acquired on or after RCT, the fees due LC Issuers pursuant to this Section 4 with respect to such New Location paragraph shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been takenpayable within 30 days after demand. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the All LC Fees with respect to such renovated Existing Location and fronting fees shall be RCT fee due pursuant to this Section 4 during computed on the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been taken.
e. The above fee basis of a year of 360 days and shall be due and payable on for the actual number of days elapsed (including the first day of every month. If any of but excluding the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable lawlast day).
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Moneygram International Inc), Credit Agreement (Moneygram International Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a facility fee (each a “Facility Fee”), which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such Facility Fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued Facility Fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the Effective Date; provided that any Facility Fees accruing after the date on which the Commitments terminate shall be payable on demand. All Facility Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a letter of credit risk participation fee (each a “LC Risk Participation Fee”), which shall accrue at the Applicable Rate on the average daily amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above of the LC Outstandings during the period from and including the Effective Date to but excluding the Termination Date or such later date as on which there shall cease to be any LC Outstandings. Accrued LC Risk Participation Fees shall be subject payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to increase occur after the Effective Date; provided that any LC Risk Participation Fees accruing after the date on which the Commitments terminate shall be payable on demand. All LC Risk Participation Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The Borrower shall also pay to the LC Bank for its own account (x) a fronting fee, which fronting fee shall accrue at a per annum rate agreed upon between the Borrower and the applicable LC Bank on the average daily amount of such LC Outstandings in respect of all Letters of Credit issued by such LC Bank during the period each such Letter of Credit shall be outstanding, which fronting fee shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which such Letter of Credit terminates, and (y) documentary and processing charges in connection with the issuance, or modification cancellation, negotiation, or transfer of, and draws under Letters of Credit issued by such LC Bank in accordance with such LC Bank’s standard schedule for such charges as in effect from time to time time.
(c) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a ticking fee (each a “Ticking Fee”), which shall accrue at the Applicable Rate for Facility Fees (calculated at Level III Status) on the daily amount of the Commitment of such Lender during the term period from and including the date that is ninety (90) days after the Closing Date to but excluding the earlier of this Agreement (i) the Effective Date and any extension hereof as follows(ii) the date on which such Commitment terminates. During The accrued Ticking Fee shall be payable in arrears on the one-month period prior last day of March, June, September and December of each year and on the earlier of (i) the Effective Date and (ii) the date on which such Commitment terminates, commencing on the first such date to RCToccur after the date that is ninety (90) days after the Closing Date. All Ticking Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(d) The Borrower agrees to pay to the Administrative Agent, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or moreJPMorgan Chase Bank, or which may be paid pursuant to contracts under negotiationN.A. and Barclays Bank PLC, in each case, for comparable store locations (its own account and for the "Comparable Rent"). If account of the Comparable Rent is greater than other Persons entitled thereto, the fee fees provided for above by more than 5%in the applicable fee letter dated November 7, the monthly fee shall be increased 2014, executed and delivered with respect to the Comparable Rent credit facility provided for herein, in each case, in the duration of amounts and at the applicable periodtimes set forth therein and in immediately available funds.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (e) All fees payable hereunder shall be adjusted accordinglypaid in immediately available funds. In the case of a New Location opened or acquired on or after RCT, the fees Fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period and paid shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been takenrefundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Columbia Pipeline Group, Inc.), Revolving Credit Agreement (Columbia Pipeline Partners LP)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the Available Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Revolving Commitment of such Lender terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates, then such commitment fee shall continue to accrue on the daily amount per Licensed Location per month: RCT RCTof such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any commitment fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following amount Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in issued and outstanding Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum separately agreed between the Borrower and the applicable Issuing Bank on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third (3rd) Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers any Issuing Bank pursuant to written contracts having this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit denominated in Dollars shall be paid pursuant in Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in a Foreign Currency shall be paid in such Foreign Currency.
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder or in connection therewith shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of a New Location opened or acquired on or after RCT, fees payable to it) for distribution to the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period applicable parties. Fees paid shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been takenrefundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Myriad Genetics Inc), Credit Agreement (Myriad Genetics Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the following Administrative Agent for the account of each US Tranche Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof the US Tranche Revolving Commitment of such US Tranche Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such US Tranche Revolving Commitment terminates; provided that, if such US Tranche Lender continues to have any US Tranche Revolving Exposure after its US Tranche Revolving Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such US Tranche Lender’s US Tranche Revolving Exposure from and including the date on which its US Tranche Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any US Tranche Revolving Exposure. The Company and the Canadian Borrowers jointly and severally agree to pay to the Canadian Agent for the account of each Canadian Tranche Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Canadian Tranche Commitment of such Canadian Tranche Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Canadian Tranche Commitment terminates; provided that, if such Canadian Tranche Lender continues to have any Canadian Tranche Exposure after its Canadian Tranche Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Canadian Tranche Lender’s Canadian Tranche Exposure to but excluding the date on which such Canadian Tranche Lender ceases to have any Canadian Tranche Exposure. The Company and the UK Borrowers jointly and severally agree to pay to the UK Agent for the account of each UK Tranche Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the UK Tranche Commitment of such UK Tranche Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such UK Tranche Commitment terminates; provided that, if such UK Tranche Lender continues to have any UK Tranche Exposure after its UK Tranche Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such UK Tranche Lender’s UK Tranche Exposure to but excluding the date on which such UK Tranche Lender ceases to have any UK Tranche Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the applicable Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the applicable Revolving Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Any payment required to be made pursuant to this paragraph (a) by the Company to the Canadian Agent or the UK Agent shall be made to the Administrative Agent, as a sub-agent for the Canadian Agent or the UK Agent, as applicable, in New York, New York for the account of each Canadian Tranche Lender or each UK Tranche Lender, respectively. For purposes of computing the average daily amount of any LC Exposure for any period under this Section 2.13(a), the average daily amount of the Alternative Currency LC Exposure for such period shall be calculated by multiplying (i) the average daily balance of each Alternative Currency Letter of Credit (expressed in the currency in which such Alternative Currency Letter of Credit is denominated) by (ii) the Exchange Rate for each such Alternative Currency in effect on the last Business Day of such period or by such other reasonable method that the Administrative Agent deems appropriate.
b. During the Option Period the Licensee (b) The Company agrees to pay Licensor (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee to be agreed upon by the Company and such Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to Letters of Credit issued by such Issuing Bank, during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing the average daily amount per Licensed Location per month: RCT RCT
c. The monthly amounts of any LC Exposure for any period under this Section 2.13(b), the average daily amount of the Alternative Currency LC Exposure for such period shall be calculated as set forth above in paragraph (a) above.
(c) Each Canadian Borrower shall be subject pay to increase from each Canadian Tranche Lender a Stamping Fee on the date of the relevant Borrowing with respect to each Draft issued by such Canadian Borrower and accepted by such Canadian Tranche Lender calculated and payable at the time and in the manner specified in Section 2.04. Each Stamping Fee and CDOR BA Rate payable on or in respect of Acceptances is expressed on the basis of a 365 day year.
(d) The Company agrees to time during pay to the term of this Agreement and any extension hereof as follows. During the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiationAdministrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent")amounts and at the times separately agreed upon between the Company and the Administrative Agent. If The Company and the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee shall be increased Canadian Borrowers jointly and severally agree to pay to the Comparable Rent Canadian Agent, for its own account, fees payable in the duration of amounts and at the applicable periodtimes separately agreed upon between the Company and the Canadian Agent. The Company and the UK Borrowers jointly and severally agree to pay to the UK Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the UK Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (e) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Applicable Agent (or to the applicable Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Yrc Worldwide Inc), Credit Agreement (Yrc Worldwide Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender having a Revolving Commitment under the Existing Revolving Facility, a commitment fee, which shall accrue at a rate per annum equal to the Commitment Fee Rate on the daily amount per Licensed Location per month: RCT RCTof such unused Revolving Commitment (provided that Swingline Loans shall not be deemed to be a use of the Revolving Commitments for the purpose of the calculation of such commitment fee) during the period from and including the Closing Date to but excluding the date on which such Revolving Commitment terminates (it being understood that LC Exposure constitutes a use of the Revolving Commitment). Accrued commitment fees and undrawn fees shall be payable in arrears on the last day of March, June, September and December of each year, each date on which the applicable Commitments are permanently reduced and on the date on which the applicable Commitments terminate, commencing on the first such date to occur after the Closing Date. All commitment fees and undrawn fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor to (i) the following Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at rate per annum equal to the Applicable Margin (with respect to Eurodollar Borrowings) on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at a rate per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum equal to 0.25% on the daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Letter of Credit during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued participation fees and fronting fees shall be subject payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to increase from time to time during occur after the term of this Agreement Closing Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Bank pursuant to written contracts having this paragraph shall be payable within ten days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to each Credit Party, for comparable store locations (the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%its own account, the monthly fee shall be increased to fees and other amounts payable in connection herewith in the Comparable Rent for amounts and at the duration of times separately agreed upon between the applicable periodBorrower and such Credit Party.
d. During the term of this Agreement, if Licensor opens or acquires any New Location (d) All fees and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly fees other amounts payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds to the Administrative Agent for distribution, in the case of a New Location opened or acquired on or after RCTcommitment fees, undrawn fees, and participation fees, to the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period Lenders. Fees paid hereunder shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been takenrefundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Gci Liberty, Inc.), Credit Agreement (Gci, LLC)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender, a facility fee which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCT
b. During of the Option Period Commitment of such Lender (whether used or unused), during the Licensee agrees to pay Licensor the following amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above shall be subject to increase from time to Availability Period, including at any time during the term of this Agreement and any extension hereof as follows. During the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of which one year or more, or which may be paid pursuant to contracts under negotiation, for comparable store locations (the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee shall be increased to the Comparable Rent for the duration of the applicable period.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly fees payable hereunder shall be adjusted accordingly. In the case of a New Location opened or acquired on or after RCT, the fees due pursuant to this conditions in Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location 4.02 is opened for business by Licensornot met; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Locationhowever, the RCT period shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been taken.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in if such Lender continues to have any outstanding Loans after the hours of operation Availability Period, then such facility fee shall continue to accrue on the daily amount of the Licensed Locationsoutstanding Loans of such Lender from and including the date on which the aggregate Commitments of all Lenders are terminated to, considered as but excluding, the date on which such Lender ceases to have any outstanding Loans and (ii) if such Lender is a wholeDefaulting Lender at any time, from such facility fee shall cease to accrue on, and the hours Borrower shall not be required to pay a facility fee with respect to, the daily unused amount of operation the Commitment of such Lender during such period of time such Lender is a Defaulting Lender. Accrued facility fees shall be payable in effect arrears on the last Business Day of March, June, September and December of each year and on the date of this Agreementon which the Commitments terminate, or (ii) commencing on the first such date to occur after the Closing Date; provided that any facility fees accruing after the date on which the aggregate Commitments terminate shall be payable on demand. The facility fee owing with respect to each Lender shall be calculated quarterly in arrears, and if there should be a is any change in the laws or regulations applicable Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(b) The Borrower shall pay to the operation of gaming devices Arranger and the Administrative Agent, for their own respective accounts, fees in retail food the amounts and drug facilities which has at the effect of materially reducing times specified in the revenues received by Licensee from its operation of the Devices hereunder, the parties Fee Letter. Such fees shall negotiate in good faith to arrive at an equitable adjustment be fully earned when paid and shall not be refundable for any reason whatsoever.
(c) The Borrower shall pay to the terms of Lenders such fees as shall have been separately agreed upon in writing in the Agreementamounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
Appears in 2 contracts
Sources: Credit Agreement (Waddell & Reed Financial Inc), Credit Agreement (Waddell & Reed Financial Inc)
Fees. a. During (a) The Borrowers agree, jointly and severally, to pay to the initial term Administrative Agent for the account of this License Agreementeach Lender a facility fee (a "Facility Fee") which shall accrue at the Applicable Rate on the average daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Amendment Effective Date to but excluding the date on which such Commitment terminates; provided that, Licensee if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such Facility Fee shall continue to accrue on the average daily amount of such Lender's Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued Facility Fees shall be payable in arrears on the last day of March, June, September and December of each year and on the Maturity Date (or such earlier date after the Commitment Termination Date on which the Loans are repaid in full), commencing on the first such date to occur after the date hereof. All Facility Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(b) The Borrowers agree, jointly and severally, to pay to the Administrative Agent, for the account of each Lender, during the period from and including the Amendment Effective Date to but excluding the date on which the Commitments terminate and the Revolving Credit Exposures of all the Lenders are paid or extinguished in full, a utilization fee (a "Utilization Fee") which shall accrue, with respect to any day, that the Commitment Utilization Percentage is greater than 50%, at the rate of 0.10% per annum on such Lender's Revolving Credit Exposure. Accrued Utilization Fees shall be payable in arrears on the last day of March, June, September and December of each year, on the Maturity Date and on any date thereafter on which the Revolving Credit Exposures of all the Lenders are paid or extinguished in full, commencing on the first such date to occur after the date hereof. All Utilization Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The applicable Borrower agrees to pay Licensor (i) to each Lender a letter of credit fee (a "Letter of Credit Fee") with respect to its participations in Letters of Credit, which shall accrue at the Applicable Rate for Eurocurrency Revolving Loans on the average daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Amendment Effective Date to but excluding the later of the date on which such Lender's Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee (a "Fronting Fee"), which shall accrue at the rate of 0.125% per annum of the face amount of each Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Amendment Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure. Letter of Credit Fees and Fronting Fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following amount per Licensed Location per month: RCT RCTsuch last day, commencing on the first such date to occur after the Amendment Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. All Letter of Credit Fees and Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee agrees (d) The Borrowers agree, jointly and severally, to pay Licensor to the following amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above shall be subject to increase from time to time during the term of this Agreement and any extension hereof as follows. During the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiationAdministrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between Time Warner and the fee provided for above by more than 5%, the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (e) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of a New Location opened or acquired on or after RCTFacility Fees, Utilization Fees, Letter of Credit Fees and Fronting Fees, to the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additionLenders entitled thereto or, in the event an Existing Location is closed for renovation for a period case of RCT or moreFronting Fees, to the Issuing Bank. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been taken.
e. The above fee shall be due and payable on the first day of every month. If refundable under any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction circumstances absent manifest error in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreementcalculation and/or payment thereof.
Appears in 2 contracts
Sources: Credit Agreement (Time Warner Inc), Credit Agreement (Time Warner Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the following Administrative Agent for the account of each Lender a facility fee in Dollars, which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such ▇▇▇▇▇▇’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable quarterly in arrears on each Payment Date, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Company agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on such Lender’s Applicable Percentage of the face amount of all outstanding Letters of Credit during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum on the face amount of all outstanding Letters of Credit issued by each Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as each Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, maintenance, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, participation fees and fronting fees shall be subject payable quarterly in arrears on each Payment Date, commencing on the first such date to increase from time occur after the date hereof; provided that any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to time during the term of this Agreement and any extension hereof as follows. During the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Banks pursuant to written contracts having this paragraph shall be payable on demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees shall be paid pursuant in Dollars.
(c) The Company agrees to contracts under negotiationpay to (i) the Administrative Agent, for comparable store locations its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent and (ii) JPMorgan, for its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodCompany and JPMorgan.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to the Issuing Banks or JPMorgan, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened them) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Worthington Industries Inc), Credit Agreement (Worthington Industries Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the Administrative Agent for the account of each Revolving Lender a facility fee, which shall accrue at the Applicable Rate on the aggregate Revolving Commitment (whether drawn or undrawn) of such Lender during the period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such ▇▇▇▇▇▇’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Date; provided that any facility fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(b) The Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Standby Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Term SOFR Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure in respect of Standby Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements in respect of Standby Letters of Credit) during the period from and including the Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure in respect of Standby Letters of Credit, (ii) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Commercial Letters of Credit, which shall accrue at the Applicable Rate applicable to Commercial Letters of Credit on the average daily Dollar Amount of such Lender’s LC Exposure in respect of Commercial Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements in respect of Commercial Letters of Credit) during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure in respect of Commercial Letters of Credit and (iii) to the relevant Issuing Bank for its own account a fronting fee, which shall accrue at a rate per annum of 0.125% on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following amount per Licensed Location per month: RCT RCTsuch last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within ten (10) Business Days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit denominated in Dollars shall be paid in Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in a Foreign Currency shall be paid in such Foreign Currency.
b. During the Option Period the Licensee (c) The Company agrees to pay Licensor to the following Administrative Agent for the account of each Delayed Draw Term Lender (other than a Defaulting Lender) a ticking fee, which shall accrue at a rate of 0.09% times the average daily amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above of the unused Delayed Draw Term Loan Commitments of such Delayed Draw Term Lender during the period from and including the Effective Date to the earlier of (i) the termination in full of the Delayed Draw Term Loan Commitments and (ii) Delayed Draw Commitment Termination Date. Such accrued ticking fees shall be subject payable in arrears on the earlier of (i) the termination in full of the Delayed Draw Term Loan Commitments and (ii) the Delayed Draw Commitment Termination Date.
(d) The Company agrees to increase from time pay to time during the term of this Agreement and any extension hereof as follows. During the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiationAdministrative Agent, for comparable store locations its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent (including, for the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%avoidance of doubt, the monthly fee shall be increased to Facilities Fee Letter between the Comparable Rent for the duration Company, Bank of the applicable periodAmerica, N.A. and BofA Securities, Inc.).
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (e) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and participation fees, to the applicable Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Tapestry, Inc.), Credit Agreement (Tapestry, Inc.)
Fees. a. During (a) The Borrower shall pay to the initial term of this License AgreementAdministrative Agent and the Syndication Agent for their own respective accounts fees in the amounts and at the times previously agreed upon in writing by the Borrower and the Administrative Agent or the Syndication Agent, Licensee as applicable.
(b) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Percentage per annum (determined daily in accordance with Schedule I) on the daily amount per Licensed Location per month: RCT RCT
b. During of the Option Period the Licensee agrees to pay Licensor the following amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above shall be subject to increase from time to time Revolving Commitment (whether used or unused) of such Lender during the term of this Agreement and any extension hereof as follows. During the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiation, for comparable store locations (the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee shall be increased to the Comparable Rent for the duration of the applicable period.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly fees payable hereunder shall be adjusted accordingly. In the case of a New Location opened or acquired on or after RCT, the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by LicensorAvailability Period; provided, that if Licensor such Lender continues to have any Revolving Credit Exposure after the Revolving Commitment Termination Date, then the facility fee shall continue to accrue on the daily amount of such Revolving Credit Exposure from and after the Revolving Commitment Termination Date to the date that all of such Lender’s Revolving Credit Exposure has not taken all steps required been paid in full.
(c) The Borrower agrees to be taken by it pay (i) to permit Licensee to commence operations at such New Locationthe Administrative Agent, for the RCT period shall not commence until all such actions have been taken. In additionaccount of each Lender, in the event an Existing Location is closed for renovation for a period letter of RCT or more, the Fees credit fee with respect to its participation in each Letter of Credit, which shall accrue at a rate per annum equal to the Applicable Margin for Eurodollar Loans then in effect on the average daily amount of such renovated Existing Location Lender’s LC Exposure attributable to such Letter of Credit during the period from and including the date of issuance of such Letter of Credit to but excluding the date on which such Letter of Credit expires or is drawn in full (including without limitation any LC Exposure that remains outstanding after the Revolving Commitment Termination Date) and (ii) to the Issuing Bank for its own account a fronting fee, which shall be RCT fee due accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the Availability Period (or until the date that such Letter of Credit is irrevocably cancelled, whichever is later), as well as the Issuing Bank’s standard fees with respect to issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Notwithstanding the foregoing, if the Required Lenders elect to increase the interest rate on the Loans to the Default Interest pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location2.11(c), the RCT period rate per annum used to calculate the letter of credit fee pursuant to clause (i) above shall not commence until all such actions have been takenautomatically be increased by an additional 2% per annum.
e. (d) The above Borrower shall pay to the Administrative Agent, for the ratable benefit of each Lender, the upfront fee previously agreed upon by the Borrower and the Administrative Agent, which shall be due and payable on the first day of every month. If any of Closing Date.
(e) Accrued fees under paragraphs (b) and (c) above shall be payable quarterly in arrears on the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first last day of each month during the period of such delinquencyMarch, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed LocationsJune, considered as a wholeSeptember and December, from the hours of operation in effect commencing on June 30, 2007 and on the date of this Agreement, or Revolving Commitment Termination Date (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunderif later, the parties date the Loans and LC Exposure shall negotiate be repaid in good faith to arrive at an equitable adjustment to their entirety); provided further, that any such fees accruing after the terms of the AgreementRevolving Commitment Termination Date shall be payable on demand.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Tc Pipelines Lp), Revolving Credit Agreement (Northern Border Pipeline Co)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily amount per Licensed Location per month: RCT RCTof the Available Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any commitment fees accruing after the date on which the Commitments terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third (3rd) Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Bank pursuant to written contracts having this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morecommitment fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Taleo Corp), Credit Agreement (Informatica Corp)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a facility fee, which shall accrue at the sum of the Applicable Rate plus the Usage Fee on the average daily amount per Licensed Location per month: RCT RCTof the Available Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided further that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 365 days (or 366 days in the case of a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, payment, negotiation, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Bank pursuant to written contracts having this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year 365 days (or more, or which may 366 days in the case of a leap year) and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and participation fees, to the Finance Parties. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Biovail Corp International), Credit Agreement (Biovail Corp International)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Restatement Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the fifteenth day following amount per Licensed Location per month: RCT RCTthe such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the fifteenth day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Restatement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers any Issuing Bank pursuant to written contracts having this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Northwest Natural Gas Co), Credit Agreement (Northwest Natural Gas Co)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the following Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the actual daily amount per Licensed Location per month: RCT RCTby which the Revolving Commitment of such Lender under each Revolving Credit Facility exceeds the amount of Revolving Loans and L/C Exposure of such Lender under such Revolving Credit Facility (but, for the avoidance of doubt, excluding the Swingline Exposure of such Lender) during the period from and including the Original Closing Date to but excluding the date on which such Commitment terminates; provided that any commitment fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Company prior to such time; and provided further that no commitment fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued commitment fees shall be payable in arrears on the first Business Day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Original Closing Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) Each Borrower agrees to pay Licensor (i) to the following amount Administrative Agent for the account of each Applicable Participant a participation fee with respect to its participations in Letters of Credit issued for the account of such Borrower under each Revolving Credit Facility, which shall accrue at the Applicable Rate on the actual daily Outstanding Amount of such Applicable Participant’s L/C Exposure in respect of Letters of Credit issued for the account of such Borrower under such Revolving Credit Facility (excluding any portion thereof attributable to unreimbursed L/C Disbursements) during the period from and including the Original Closing Date to but excluding the later of the date on which such Applicable Participant’s Revolving Commitment in respect of Letters of Credit issued for the account of such Borrower under such Revolving Credit Facility terminates and the date on which such Applicable Participant ceases to have any L/C Exposure in respect of Letters of Credit issued for the account of such Borrower under such Revolving Credit Facility and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum separately agreed between such Issuing Bank and such Borrower on the actual daily Outstanding Amount of the L/C Exposure in respect of Letters of Credit issued for the account of such Borrower under such Revolving Credit Facility (excluding any portion thereof attributable to unreimbursed L/C Disbursements) attributable to Letters of Credit issued for the account of such Borrower by such Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of all Revolving Commitments under which such Borrower is a Borrower and the date on which there ceases to be any L/C Exposure in respect of Letters of Credit issued for the account of such Borrower under such Revolving Credit Facility, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, participation fees and fronting fees shall be subject payable in arrears on the last Business Day of March, June, September and December of each year, commencing on the first such date to increase from time to time during occur after the term of this Agreement Restatement Effective Date; provided that all such fees shall be payable on the date on which the applicable Revolving Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Revolving Commitments under which such Borrower is a Borrower terminate shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers an Issuing Bank pursuant to written contracts having this clause shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Company agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times provided in the fee provided for above by more than 5%, the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agency Fee Letter.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent (or to the relevant Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morecommitment fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Constellation Brands, Inc.), Restatement Agreement (Constellation Brands, Inc.)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the actual daily amount per Licensed Location per month: RCT RCTof the Commitment of such Lender during the period from and including the Closing Date to but excluding the date on which the Commitments terminate; provided that, if such Lender continues to have any Revolving Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such ▇▇▇▇▇▇’s Revolving Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Exposure. Accrued facility fees shall be payable in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the Closing Date; provided that any such fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate as interest on Term SOFR Loans on the actual daily amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such ▇▇▇▇▇▇’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate agreed upon by the Borrower and such Issuing Bank on the actual daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any such LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Closing Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers an Issuing Bank pursuant to written contracts having this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of a New Location opened or acquired on or after RCTfees payable to it) for distribution, to the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period Lenders entitled thereto. Fees paid shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been takenrefundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Advance Auto Parts Inc), Credit Agreement (Advance Auto Parts Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the following Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the Effective Date, and on the date on which the Commitments shall have terminated and the Lenders shall have no Revolving Credit Exposure. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Company agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to LIBOR and EURIBOR Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate or rates per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum separately agreed upon between the Company and such Issuing Bank on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Bank pursuant to written contracts having this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Company agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Company and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Banks, in the case of a New Location opened or acquired on or after RCT, fees payable to it) for distribution to the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period Persons entitled thereto. Fees paid shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been takenrefundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Brown Forman Corp), Credit Agreement (Brown Forman Corp)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the Administrative Agent for the account of each Lender a commitment fee (the “Commitment Fees”), which shall accrue at the Applicable Rate on the daily amount (if any) by which the Commitment of such Lender exceeds the Revolving Credit Exposure of such Lender during the period from and including the Closing Date to but excluding the date on which such Commitment terminates. Accrued Commitment Fees shall be payable in arrears on the first Business Day following amount per Licensed Location per month: RCT RCTthe last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the Closing Date. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Loans on the average daily amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to each Issuing Bank, for its own account, a fronting fee with respect to each Letter of Credit issued by it in the amount agreed between such Issuing Bank and the Borrower prior to the issuance of such Letter of Credit, on the average daily amount of the Total LC Exposure attributable to such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of issuance of such Letter of Credit to but excluding the date on which there ceases to be any LC Exposure attributable to such Letter of Credit and (iii) to each Issuing Bank, for its own account, such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable in arrears on the first Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Closing Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers any Issuing Bank pursuant to written contracts having this paragraph shall be payable within 30 days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant to contracts under negotiation, payable for comparable store locations the actual number of days elapsed (including the "Comparable Rent"first day but excluding the last day). If the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee shall be increased to the Comparable Rent for the duration The amount of the applicable period.
d. During the term of this Agreement, if Licensor opens or acquires any New Location participation and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly fronting fees payable hereunder shall be adjusted accordingly. In set forth in a written invoice or other notice delivered to the Borrower by the Administrative Agent or, in the case of a New Location opened or acquired on or after RCTfronting fees, by the applicable Issuing Bank.
(c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees due pursuant to this Section 4 with respect to such New Location payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.
(d) All fees payable hereunder shall be RCT fee during paid on the RCT period following dates due, in immediately available funds, to the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required Administrative Agent (or to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additionapplicable Issuing Bank, in the event an Existing Location is closed case of fees payable to it) for renovation for a period distribution, in the case of RCT or morecommitment fees and participation fees, to the Lenders entitled thereto. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (MPLX Lp), Credit Agreement (Marathon Petroleum Corp)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender (other than any Defaulting Lender) a commitment fee, which shall accrue at the relevant percentage set forth in the row entitled “Commitment Fee” in the definition of “Applicable Rate” on the daily amount per Licensed Location per month: RCT RCTby which the Commitment of such Lender exceeds the Revolving Credit Exposure of such Lender during the period from and including the Restatement Effective Date to but excluding the date on which such Commitment terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the Restatement Effective Date; provided that any commitment fees accruing after the date on which the Commitments terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender in accordance with its Applicable Percentage a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the applicable Issuing Bank a fronting fee with respect to each Letter of Credit issued by it, which shall accrue at a rate per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum equal to 0.125% on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to increase from time to time during occur after the term of this Agreement Restatement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers any Issuing Bank pursuant to written contracts having this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of a New Location opened or acquired on or after RCTfees payable to it) for distribution, in the case of commitment fees due pursuant and participation fees, to this Section 4 with respect to the Lenders. The amount of such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps fees required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period paid hereunder shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been takenrefundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Revolving Credit Agreement (CF Industries Holdings, Inc.), Revolving Credit Agreement (CF Industries Holdings, Inc.)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the following Administrative Agent for the accounts of the Lenders a facility fee, which shall accrue at the Applicable Rate on the average daily amount per Licensed Location per month: RCT RCTof each Commitment of such Lender, whether used or unused, during the period from and including the date hereof to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure of any Class after its Commitment of such Class terminates, then such facility fee shall continue to accrue on the daily amount of such Revolving Credit Exposure from and including the date on which such Commitment terminates to but excluding the date on which such Lender ceases to have any such Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which such Commitments terminate; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) Each Borrower agrees to pay Licensor (i) to the following Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of each Lender a letter of credit participation fee with respect to its participations in Letters of Credit issued for the account of such Borrower, which shall accrue at the Applicable Rate on the daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date hereof to but excluding the later of the date on which the last of such Lender's Commitments under the applicable Tranche terminates and the date on which such Lender ceases to have any LC Exposure under such Tranche, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.10% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above shall be subject to increase annum (or any lesser amount that the Company and such Issuing Bank may agree upon from time to time time) on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank for the account of such Borrower during the term period from and including the date hereof to but excluding the later of the date of termination of the last of the Commitments under the applicable Tranche and the date on which there ceases to be any LC Exposure, under such Tranche, as well as such Issuing Bank's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued for the account of such Borrower or processing of drawings thereunder. Participation fees and fronting fees accrued under this Agreement paragraph through and including the last day of March, June, September and December of each year shall be payable on such last day, commencing on the first such date to occur after the date hereof; provided that all such fees shall be payable on the date on which the last of the Commitments terminates and any extension hereof as followssuch fees accruing after such date shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers an Issuing Bank pursuant to this paragraph shall be payable within 30 days after written contracts having demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a remaining duration year of one year 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) Each Canadian Borrowing Subsidiary agrees to pay to the Canadian Administrative Agent, for the accounts of the Global Tranche Lenders (or more, or which may be paid the lending offices designated to accept and purchase B/As pursuant to contracts under negotiationSection 2.17(f)), on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee computed by multiplying the face amount of each such B/A by the product of (i) the Applicable Rate for comparable store locations B/A Drawings on such date and (the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%ii) a fraction, the monthly fee shall be increased numerator of which is the number of days in the Contract Period applicable to such B/A and the Comparable Rent for the duration denominator of the applicable periodwhich is 365.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordinglypaid on the dates due, in immediately available funds, to the Administrative Agent, Canadian Administrative Agent, or the applicable Issuing Bank, as applicable, for distribution to the applicable Lenders. In the case of a New Location opened or acquired on or after RCT, the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period Fees paid shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been takenrefundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Molson Coors Brewing Co), Credit Agreement (Molson Coors Brewing Co)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender having a Revolving Commitment under the Existing Revolving Facility, a commitment fee, which shall accrue at a rate per annum equal to the Commitment Fee Rate on the daily amount per Licensed Location per month: RCT RCTof such unused Revolving Commitment (provided that Swingline Loans shall not be deemed to be a use of the Revolving Commitments for the purpose of the calculation of such commitment fee) during the period from and including the Fourth Restatement Closing Date to but excluding the date on which such Revolving Commitment terminates (it being understood that LC Exposure constitutes a use of the Revolving Commitment). Accrued commitment fees and undrawn fees shall be payable in arrears on the last day of March, June, September and December of each year, each date on which the applicable Commitments are permanently reduced and on the date on which the applicable Commitments terminate, commencing on the first such date to occur after the Fourth Restatement Closing Date. All commitment fees and undrawn fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor to (i) the following Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at rate per annum equal to the Applicable Margin (with respect to Eurodollar Borrowings) on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Fourth Restatement Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at a rate per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum equal to 0.25% on the daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Letter of Credit during the period from and including the Fourth Restatement Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued participation fees and fronting fees shall be subject payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to increase from time to time during occur after the term of this Agreement Fourth Restatement Closing Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Bank pursuant to written contracts having this paragraph shall be payable within ten days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to each Credit Party, for comparable store locations (the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%its own account, the monthly fee shall be increased to fees and other amounts payable in connection herewith in the Comparable Rent for amounts and at the duration of times separately agreed upon between the applicable periodBorrower and such Credit Party.
d. During the term of this Agreement, if Licensor opens or acquires any New Location (d) All fees and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly fees other amounts payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds to the Administrative Agent for distribution, in the case of a New Location opened or acquired on or after RCTcommitment fees, undrawn fees, and participation fees, to the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period Lenders. Fees paid hereunder shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been takenrefundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Gci Liberty, Inc.), Credit Agreement (General Communication Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the fifteenth day following amount per Licensed Location per month: RCT RCTthe such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum separately agreed upon between the Borrower and the Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the fifteenth day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers any Issuing Bank pursuant to written contracts having this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Northwest Natural Holding Co), Credit Agreement (Northwest Natural Gas Co)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the Administrative Agent for the account of each Revolving Lender a facility fee, which shall accrue at the Applicable Facility Fee Rate on the daily amount of the Revolving Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the third (3rd) Business Day following amount per Licensed Location per month: RCT RCTthe last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day and the last day of each period but excluding the date on which the Revolving Commitments terminate).
b. During the Option Period the Licensee (b) The Company agrees to pay Licensor (i) to the following amount Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Spread used to determine the interest rate applicable to Term Benchmark Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the relevant Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third (3rd) Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after written contracts having demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit denominated in Dollars shall be paid pursuant in Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in a Foreign Currency shall be paid in such Foreign Currency.
(c) The Company agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Company and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and participation fees, to the applicable Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been taken.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction refundable absent manifest error in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreementcalculation thereof.
Appears in 2 contracts
Sources: Credit Agreement (Scotts Miracle-Gro Co), Credit Agreement (Scotts Miracle-Gro Co)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the following amount per Licensed Location per month: RCT RCT
b. During General Administrative Agent for the Option Period account of each Lender a facility fee, which shall accrue at the Licensee agrees to pay Licensor the following amount per Licensed Location per month: RCT RCT
c. The monthly amounts facility fee rate set forth above shall be subject to increase in the Pricing Grid from time to time on the daily amount of the Commitments of such Lender (whether used or unused) during the term period from and including the Restatement Date to but excluding the date on which such Commitments terminate; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitments terminate, then such facility fee shall continue to accrue on the daily amount of this Agreement such Lender’s Revolving Credit Exposure from and including the date on which its Commitments terminate to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the Restatement Date; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(b) The Company agrees to pay to the Administrative Agents, for their own account, the administrative, auction and other fees separately agreed upon between the Company and the Administrative Agents (collectively, the “Administrative Fees”).
(c) The Company agrees to pay (i) to the General Administrative Agent for the account of each U.S. Lender (including the Issuing Lender) a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Eurocurrency Revolving Loans on the average daily amount of such U.S. Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Date to but excluding the date on which such U.S. Lender ceases to have any LC Exposure and (ii) to the Issuing Lender a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Date to but excluding the date on which there ceases to be any LC Exposure, as well as the Issuing Lender’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees shall be payable on the last day of March, June, September and December of each year, commencing on the first such date to occur after the Restatement Date; provided that all such fees shall be payable on the date on which the U.S. Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the U.S. Commitments terminate shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Lender pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiation, for comparable store locations (the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee this paragraph shall be increased to payable promptly after demand. All participation fees and fronting fees shall be computed on the Comparable Rent basis of a year of 360 days and shall be payable for the duration actual number of days elapsed (including the applicable periodfirst day but excluding the last day).
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the General Administrative Agent for distribution, in the case of a New Location opened or acquired on or after RCTfacility fees and participation fees, to the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period Lenders. Fees paid shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been takenrefundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Zimmer Holdings Inc), Credit Agreement (Zimmer Holdings Inc)
Fees. a. During (a) The Borrower jointly and severally agree to pay to the initial term Administrative Agent for the account of this License Agreementeach Revolving Lender a commitment fee, Licensee which shall accrue at the Applicable Rate on the daily amount of the Available Revolving Commitment of such Revolving Lender during the period from and including the Effective Date to but excluding the date on which the last of the Revolving Commitments (or Extended Revolving Commitments) of such Revolving Lender terminates. Accrued commitment fees shall be payable in arrears on the last Business Day of March, June, September and December of each year and on the date on which the last of the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Date; provided that any commitment fees accruing after the date on which such Revolving Commitments terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(b) The Borrower agrees to pay Licensor (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Term SOFR Revolving Loans on the average daily Dollar Amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which the last of such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate per annum separately agreed upon by the Borrower and the Issuing Bank (including, for the avoidance of doubt, with respect to any Existing Letters of Credit) on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the last of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following amount per Licensed Location per month: RCT RCTsuch last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the last of the Revolving Commitments terminate and any such fees accruing after the date on which the such Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (c) The Borrower Representative agrees to pay Licensor to the following Administrative Agent, for its own account, fees payable in the amounts and at the times agreed in the Administrative Agent Fee Letter.
(d) If any Repricing Event occurs prior to the date occurring sixth months after the Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with Initial Term Loans that are subject to such Repricing Event (including any Lender which is replaced pursuant to Section 9.02(e) as a result of its refusal to consent to an amendment giving rise to such Repricing Event), a fee in an amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above equal to 1.00% of the aggregate principal amount of the Initial Term Loans subject to such Repricing Event. Such fees shall be subject to increase from time to time during earned, due and payable upon the term of this Agreement and any extension hereof as follows. During the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiation, for comparable store locations (the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee shall be increased to the Comparable Rent for the duration date of the applicable periodoccurrence of the respective Repricing Event.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (e) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morecommitment fees and participation fees, to the applicable Revolving Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Endo, Inc.), Credit Agreement (Endo, Inc.)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the following Administrative Agent, in US Dollars, for the account of each Lender, a facility fee, which shall accrue at the Applicable Rate (as set forth under the caption “Facility Fee Rate” in the definition of such term) on the daily amount per Licensed Location per month: RCT RCTof each Commitment of such Lender, whether used or unused, during the period from and including the Closing Date to but excluding the date on which such Commitment expires or is terminated; provided, that if any Lender continues to have any Revolving Credit Exposure under any Tranche after its Commitment of such Tranche terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure under such Tranche from and including the date on which such Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure under such Tranche. Accrued facility fees shall be payable in arrears on the last day of each March, June, September and December, commencing on the first such date to occur after the date hereof, and, with respect to the Commitments of any Tranche, on the date on which the Commitments of such Tranche shall terminate; provided that any facility fees accruing on the Revolving Credit Exposure under any Tranche after the date on which the Commitments of such Tranche terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Company agrees to pay Licensor (i) to the following amount per Licensed Location per month: RCT RCT
c. The monthly amounts Administrative Agent for the account of each Tranche A Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Applicable Rate (as set forth above under the caption “LIBOR/EURIBOR Spread and BA Stamping Fee” in the definition of such term) used to determine the interest rate applicable to LIBOR Revolving Loans, on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Tranche A Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the portion of the daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank, during the period from and including the Effective Date to but excluding the later of the date of termination of the Tranche A Commitments and the date on which there ceases to be any LC Exposure, as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued or becoming payable in respect of Letters of Credit issued through and including the last day of March, June, September and December of each year shall be subject payable on the third Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Tranche A Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Tranche A Commitments terminate shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Banks pursuant to written contracts having this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) Each Canadian Borrowing Subsidiary agrees to contracts under negotiationpay to the Canadian Agent, for comparable store locations the account of each Tranche B Lender, on each date on which BAs drawn by such Canadian Borrowing Subsidiary are accepted and purchased hereunder, in Canadian Dollars, an acceptance fee computed by multiplying the aggregate face amount of the BAs accepted by such Lender on such date by the product of (i) the "Comparable Rent"). If Applicable Rate (as set forth under the Comparable Rent is greater than caption “LIBOR/EURIBOR Spread and BA Stamping Fee” in the fee provided for above by more than 5%definition of such term) on such date and (ii) a fraction, the monthly fee shall be increased numerator of which is the number of days in the Contract Period applicable to such BAs and the denominator of which is 365.
(d) The Company agrees to pay to the Comparable Rent Agents, for their own accounts, fees payable in the duration of amounts and at the applicable periodtimes separately agreed upon between the Company and the Agents.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (e) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent, to the Issuing Banks (in the case of a New Location opened fees payable to them) or acquired on or after RCT, to the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In addition, Canadian Agent (in the event an Existing Location is closed case of fees referred to in paragraph (c) of this Section) for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been taken.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that distribution (i) Licensor should effect a material reduction in the hours case of operation of facility fees, to the Licensed LocationsLenders, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the case of the participation fees, to the Tranche A Lenders and (iii) in the case of acceptance fees, to the Tranche B Lenders. All fees payable hereunder to any Issuing Bank under clause (ii) of paragraph (b) above shall be payable to the office or offices specified by such Issuing Bank for the payment of such fees and will be made by the Company from locations in Guernsey or another jurisdiction under the laws of which no withholding or regulations similar tax will be applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties such payments. Fees paid shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreementnot be refundable under any circumstances.
Appears in 2 contracts
Sources: Credit Agreement (Amdocs LTD), Credit Agreement (Amdocs LTD)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender which is not then, and excluding any period during which such Lender was, a Defaulting Lender a facility fee, which shall accrue at the Applicable Margin on the daily amount per Licensed Location per month: RCT RCTof the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the Multi-Year Facility Commitment Termination Date and the 364-Day Facility Commitment Termination Date, as applicable; provided that, if such Lender continues to have any Multi-Year Facility Exposure after the Multi-Year Facility Commitment Termination Date or 364-Day Facility Exposure after the 364-Day Facility Commitment Termination Date, as applicable, then such facility fee shall continue to accrue on the daily amount of such Lender’s Multi-Year Facility Exposure or 364-Day Facility Exposure, as applicable, from and including the Multi-Year Facility Commitment Termination Date or the 364-Day Facility Commitment Termination Date, as applicable, to but excluding the date on which such Lender ceases to have any Multi-Year Facility Exposure or 364-Day Facility Exposure, as applicable. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year and on the Multi-Year Facility Commitment Termination Date and the 364-Day Facility Commitment Termination Date, as applicable, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the Multi-Year Facility Commitment Termination Date or the 364-Day Facility Commitment Termination Date, as applicable, shall be payable on demand. All such facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the Multi-Year Facility Commitment Termination Date and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Banks, pro rata in accordance with the LC Exposure attributable to each, a fronting fee, which shall accrue at the rate of 0.125% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the Multi-Year Facility Commitment Termination Date and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the Multi-Year Facility Commitment Termination Date and any extension hereof as followssuch fees accruing after the Multi-Year Facility Commitment Termination Date shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Bank pursuant to written contracts having this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to the relevant Issuing Banks, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened them) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed case of facility fees and participation fees, to the Lenders which are not then Defaulting Lenders and excluding, for renovation for each such Lender, any period during which such Lender was a period of RCT or more, the Defaulting Lender. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (National Fuel Gas Co), Credit Agreement (National Fuel Gas Co)
Fees. a. During (a) Subject to Section 2.24, the initial term of this License Agreement, Licensee Company agrees to pay Licensor to the following Administrative Agent for the account of each Lender a facility fee, which shall accrue at the applicable Facility Fee Rate (as specified in the definition of Applicable Rate) on the daily amount per Licensed Location per month: RCT RCTof the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During (b) Subject to Section 2.24, the Option Period the Licensee Company agrees to pay Licensor (i) to the following amount Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.25% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third (3rd) Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Bank pursuant to written contracts having this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit denominated in Dollars shall be paid pursuant in Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in a Foreign Currency shall be paid in such Foreign Currency.
(c) The Company agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Company and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Perkinelmer Inc), Credit Agreement (Perkinelmer Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a facility fee (a “Facility Fee”), which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such Facility Fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued Facility Fees shall be payable in U.S. Dollars in arrears on the third Business Day after the last day of March, June, September and December of each year and on the date on which the Commitment of the applicable Lender terminates, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Commitment of such Lender terminates shall be payable on demand. All Facility Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender in U.S. Dollars a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in U.S. Dollars a fronting fee, which shall accrue at the rate or rates per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of the LC Exposure with respect to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of the termination of the Commitment of such Issuing Bank and the date on which there ceases to be any LC Exposure with respect to Letters of Credit issued by such Issuing Bank, as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term Effective Date; provided that all such fees shall be payable on the date on which the Commitment of this Agreement such Lender or Issuing Bank, as the case may be, terminates and any extension hereof as followssuch fees accruing after the date on which such Commitment terminates shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers any Issuing Bank pursuant to written contracts having this Section 2.11(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to any Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or moreFacility Fees and Letters of Credit participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Reynolds American Inc), Credit Agreement (Reynolds American Inc)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender, a facility fee, which shall accrue at a rate per annum equal to the Applicable Margin on the daily amount per Licensed Location per month: RCT RCTof the Commitment of such Lender (regardless of usage) during the period from and including the date on which this Credit Agreement becomes effective pursuant to Section 10.6 to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender's Credit Exposure from and including the date on which such Lender's Commitment terminates to but excluding the date on which such Lender ceases to have any Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, each date on which the Commitments are permanently reduced and on the date on which the Commitments terminate, commencing on the first such date to occur after the Agreement Date, provided that all unpaid facility fees shall be payable on the date on which the Commitments terminate and provided further that facility fees which accrue after the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin on the average daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Lender's Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum separately agreed upon between the Borrower and the Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued participation fees and fronting fees shall be subject payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to increase from time occur after the date hereof; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to time the Issuing Bank pursuant to this paragraph shall be payable within ten days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to pay to the Administrative Agent for the account of each Lender during the term of period from and including the date on which this Credit Agreement and any extension hereof as follows. During the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers becomes effective pursuant to written contracts having Section 10.6 to but excluding the date on which such Commitment terminates; a remaining duration utilization fee which shall accrue at a rate per annum equal to 0.125% on the aggregate Credit Exposure for each day that such aggregate Credit Exposure shall exceed 50.0% of one the Commitments of all Lenders, provided that, if such Lender continues to have any Credit Exposure after its Commitment terminates, then such utilization fee shall continue to accrue on the daily amount of such Lender's Credit Exposure from and including the date on which such Lender's Commitment terminates to but excluding the date on which such Lender ceases to have any Credit Exposure. Accrued utilization fees shall be payable in arrears on the last day of March, June, September and December of each year, each date on which the Commitments are permanently reduced and on the date on which the Commitments terminate, commencing on the first such date to occur after the Agreement Date, provided that all unpaid utilization fees shall be payable on the date on which the Commitments terminate and provided further that utilization fees which accrue after the Commitments terminate shall be payable on demand. All utilization fees shall be computed on the basis of a year or more, or which may of 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(d) The Borrower agrees to contracts under negotiationpay to each Credit Party, for comparable store locations (its own account, fees and other amounts payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon in writing between the fee provided for above by more than 5%, the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodBorrower and such Credit Party.
d. During the term of this Agreement, if Licensor opens or acquires any New Location (e) All fees and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly fees other amounts payable hereunder shall be adjusted accordinglypaid on the dates due, in immediately available funds. In the case of a New Location opened or acquired on or after RCT, the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period Fees and other amounts paid shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been takenrefundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Cleco Power LLC), Credit Agreement (Cleco Power LLC)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the Administrative Agent for the account of each Revolving Lender a facility fee, which shall accrue at the Applicable Facility Fee Rate on the daily amount of the Revolving Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the third (3rd) Business Day following amount per Licensed Location per month: RCT RCTthe last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Company agrees to pay Licensor (i) to the following amount Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Spread used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the relevant Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third (3rd) Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. During the one-month period prior Any other fees payable to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after written contracts having demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit denominated in Dollars shall be paid pursuant in Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in a Foreign Currency shall be paid in such Foreign Currency.
(c) The Company agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Company and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and participation fees, to the applicable Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been taken.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction refundable absent manifest error in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreementcalculation thereof.
Appears in 2 contracts
Sources: Credit Agreement (Scotts Miracle-Gro Co), Credit Agreement (Scotts Miracle-Gro Co)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the following Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof the Available Revolving Commitment of such Lender during the period from and including the Original Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Original Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Company agrees to pay Licensor (i) to the following amount Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Original Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Original Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third (3rd) Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Original Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Bank pursuant to written contracts having this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit shall be paid pursuant in Dollars.
(c) The Company agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Company and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morecommitment fees and participation fees, to the applicable Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (LKQ Corp), Amendment and Restatement Agreement (LKQ Corp)
Fees. a. During In order to permit HCC to obtain financing to permit the initial term development of this License Agreementthe HCC System, Licensee Participant agrees to pay Licensor the following amount per Licensed Location per month: RCT RCT
b. During the Option Period the Licensee agrees to pay Licensor the following amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above shall be subject to increase from time to time during the term of this Agreement and any extension hereof as follows. During the one-month period prior to RCT, Licensee shall determine the average monthly contingency fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiation, for comparable store locations (the "Comparable RentContingency Fee")) of [*] multiplied by the Monthly Base Transactions indicated on Exhibit "B". If the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee shall The Contingency Fee will be increased to the Comparable Rent for the duration of the applicable period.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly fees payable hereunder shall be adjusted accordingly. In the case of a New Location opened or acquired on or after RCT, the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been taken.
e. The above fee shall be due and payable on the first day of every montheach month for a six (6) month period beginning on the later of April 1, 1992, or the Activation Date. If Provided that the Activation Date has occurred and limited in duration by the immediately preceding sentence, Participant's obligation to pay the Contingency Fee is absolute and shall continue until Participant is capable of and ready to deliver to the HCC System reservation commission data from at least seventy-five percent (75%) of its properties in the United States (calculated based on total number of rooms rather than number of individual hotels) in a regular and timely manner as contemplated by this Agreement ("Participant Readiness") and continues and delivers to HCC the volume of reservation commissions required for Participant Readiness after the Activation Date. At such time, Participant will begin paying transaction fees ("Transaction Fees") of [*] per Commissionable Reservation, and upon payment of such Transaction Fees, will be relieved of its obligations to pay any further Contingency Fees under this section. For the remainder, if any, of the above fees are not paid when due six (6) month period referred to above, the Transaction Fees payable by *Confidential Treatment Requested The Board of Directors of HCC will have the right to verify Participant Readiness (whether through HCC personnel or within fifteen (15independent third parties) days thereafterand will have the right to modify or adjust the requirements for Participant Readiness, Licensee shall pay Licensor interest on as long as it makes such determination in a uniform manner among other Participating Entities. Participant has been informed that HCC is reliant upon, and the obtaining by HCC of certain critical financing is dependent upon, Participant's agreement to and performance of Participant's obligations under this section. Participant acknowledges that the failure of Participant to meet its payment obligations under this section would substantially and materially damage the business of HCC and waives any and all amounts delinquent from defenses that it may have to the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period performance of such delinquency, but not obligations. Participant hereby irrevocably consents to exceed having the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date provisions of this Agreement, Section 3.1 immediately and fully enforced in a court of law or (ii) there should be a change in equity and waives any and all defenses thereto. Participant is responsible for collection and payment to HCC of all such fees that are attributable to Participant and all of Participant's affiliates and franchises that utilize the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the HCC System under this Agreement.
Appears in 2 contracts
Sources: HCC Participant Agreement (Pegasus Systems Inc), HCC Participant Agreement (Pegasus Systems Inc)
Fees. a. During (a) (i) If the initial term of this License AgreementApplicable Rate is determined by reference to the Applicable Credit Ratings, Licensee the Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Facility Fee Rate (as set forth in the definition of Applicable Rate) on the daily amount per Licensed Location per month: RCT RCTof the Commitment of such Lender (whether used or unused) during the period from and including the date on which the facility fee is first applicable to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During (ii) If the Option Period Applicable Rate is determined by reference to the Licensee Leverage Ratio, the Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a commitment fee for the period from and including the date hereof to the last day of the Availability Period, computed at the Commitment Fee Rate on the average daily amount of the Available Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each last day of each March, June, September and December of each year end on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof.
(b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements and accrued and unpaid interest thereon) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.20% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements and accrued and unpaid interest thereon) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as follows. During such fees accruing after the one-month period prior to RCT, Licensee shall determine date on which the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiation, for comparable store locations (the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee Commitments terminate shall be increased payable on demand. Any other fees payable to the Comparable Rent for the duration of the applicable period.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly fees payable hereunder shall be adjusted accordingly. In the case of a New Location opened or acquired on or after RCT, the fees due Issuing Bank pursuant to this Section 4 with respect to such New Location paragraph shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been takenpayable within 10 days after demand. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location All participation fees and fronting fees shall be RCT fee due pursuant to this Section 4 during computed on the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been taken.
e. The above fee basis of a year of 360 days and shall be due and payable on for the actual number of days elapsed (including the first day of every month. If any of but excluding the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable lawlast day).
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Healthcare Trust of America, Inc.), Credit Agreement (Healthcare Trust of America, Inc.)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor a facility fee to the Administrative Agent for the account of each Lender (other than a Defaulting Lender to the extent provided in Section 2.19), which shall accrue at the Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the third Business Day following amount per Licensed Location per month: RCT RCTthe last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate or rates per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum separately agreed upon between the Borrower and the Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Bank pursuant to written contracts having this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (KEMPER Corp), Credit Agreement (KEMPER Corp)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof the Commitment of such Lender (whether used or unused) during the period from and including the Closing Date to but excluding the date on which such Commitment expires or is terminated; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 365 (or 366 in the case of a leap year) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender a utilization fee, which shall accrue at a rate per annum of 0.125% on the daily amount per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above of such Lender’s Revolving Credit Exposure, for any periods during which (i) the sum of (A) the Aggregate Outstanding Extensions of Credit hereunder plus (B) the Aggregate Outstanding Extensions of Credit (as defined in the Five-Year Credit Agreement) under the Five-Year Credit Agreement exceeds (ii) 50% of the sum of (A) the aggregate amount of Commitments hereunder plus (B) the aggregate amount of Commitments (as defined in the Five-Year Credit Agreement) under the Five-Year Credit Agreement. Accrued utilization fees shall be subject payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first applicable such date to increase from time occur after the date hereof. All utilization fees shall be computed on the basis of a year of 365 (or 366 in the case of a leap year) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to time during pay to the term of this Agreement and any extension hereof as follows. During the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiationAdministrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (d) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of a New Location opened or acquired on or after RCTfacility fees and utilization fees, to the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period Lenders. Fees paid shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been takenrefundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: 364 Day Revolving Credit Agreement (CSX Corp), 364 Day Revolving Credit Agreement (CSX Corp)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the following Administrative Agent, in US Dollars, for the account of each Lender, a facility fee, which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof each Commitment of such Lender, whether used or unused, during the period from and including the Closing Date to but excluding the date on which such Commitment terminates; provided, that if any Lender continues to have any Revolving Credit Exposure under any Tranche after its Commitment of such Tranche terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure under such Tranche from and including the date on which such Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure under such Tranche. Accrued facility fees shall be payable in arrears on the first day of January, April, July and October of each year, commencing on the first such date to occur after the date hereof, and, with respect to the Commitments of any Tranche, on the date on which the Commitments of such Tranche shall terminate; provided that any facility fees accruing on the Revolving Credit Exposure under any Tranche after the date on which the Commitments of such Tranche terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Company agrees to pay Licensor (i) to the Administrative Agent for the account of each Global Tranche Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Global Tranche LIBOR Revolving Loans, on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Global Tranche Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the portion of the daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Global Tranche Commitments and the date on which there ceases to be any LC Exposure, as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued or becoming payable in respect of Letters of Credit issued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Global Tranche Commitments terminate and any such fees accruing after the date on which the Global Tranche Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Banks pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) Each Canadian Borrowing Subsidiary agrees to pay to the Canadian Agent, for the account of each Global Tranche Lender and US/Canadian Tranche Lender, on each date on which Global Tranche B/As or US/Canadian Tranche B/As, respectively, drawn by such Canadian Borrowing Subsidiary are accepted and purchased hereunder, in Canadian Dollars, an acceptance fee computed by multiplying the aggregate face amount per Licensed Location per month: RCT RCT
c. The monthly amounts of the B/As accepted by such Lender on such date by the product of (i) the Applicable Rate (being the applicable “B/A Stamping Fee” set forth above shall be subject in the definition of such term) on such date and (ii) a fraction, the numerator of which is the number of days in the Contract Period applicable to increase from time such B/As and the denominator of which is 365.
(d) The Company agrees to time during pay to the term of this Agreement and any extension hereof as follows. During the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiationAgents, for comparable store locations (their own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Company and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAgents.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (e) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent, to the Issuing Banks (in the case of a New Location opened fees payable to them) or acquired on or after RCT, to the fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In addition, Canadian Agent (in the event an Existing Location is closed case of fees referred to in paragraph (c) of this Section) for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been taken.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that distribution (i) Licensor should effect a material reduction in the hours case of operation of facility fees, to the Licensed LocationsLenders, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable case of the participation fees, to the operation Global Tranche Lenders and (iii) in the case of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunderacceptance fees, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of Global Tranche Lenders or the AgreementUS/Canadian Tranche Lenders, as the case may be. Fees paid shall not be refundable under any circumstances.
Appears in 2 contracts
Sources: Credit Agreement (Amerisourcebergen Corp), Credit Agreement (Amerisourcebergen Corp)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Borrower agrees to pay Licensor to the following Administrative Agent for the account of each Lender (other than a Defaulting Lender to the extent set forth in Section 2.20) a commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount per Licensed Location per month: RCT RCTof the Commitment of such Lender during the period from and including the date of this Agreement to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any commitment fees accruing after the date on which the Commitments terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Borrower agrees to pay Licensor (i) to the following amount per Licensed Location per month: RCT RCT
c. The monthly amounts Administrative Agent for the account of each Lender (other than a Defaulting Lender to the extent set forth above in Section 2.20) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to un-reimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one eighth of one percent (0.125%) per annum, on the average daily amount of the LC Exposure (excluding any portion thereof attributable to un-reimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s reasonable and customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third Business Day following such last day, commencing on the first such date to increase from time to time during occur after the term of this Agreement Closing Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Commitments terminate shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Bank pursuant to written contracts having this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.
(the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee shall be increased d) The Borrower agrees to pay to the Comparable Rent Joint Lead Arrangers and Joint Bookrunners, for their own account, fees payable in the duration of amounts and at the applicable periodtimes separately agreed upon between the Borrower and the Joint Lead Arrangers and Joint Bookrunners.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (e) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT commitment fees and participation fees, to the Lenders or moreto the Joint Lead Arrangers and Joint Bookrunners, the as applicable. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Natural Resource Partners Lp)
Fees. a. During (a) From the initial term Effective Date until (but excluding) the earlier of this License Agreementthe Debt Rating Pricing Election Date and the last day of the Availability Period, Licensee the Borrower agrees to pay Licensor to the following Administrative Agent, for the pro rata account of each Revolving Lender, a commitment fee, computed at the Commitment Fee Rate on the average daily amount per Licensed Location per month: RCT RCTof the Available Revolving Commitment of such Revolving Lender during the period for which payment is made, payable quarterly in arrears on the last day of each March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During (b) From and after the Option Period Debt Rating Pricing Election Date, the Licensee Borrower agrees to pay Licensor to the following amount per Licensed Location per month: RCT RCT
c. The monthly amounts Administrative Agent, for the account of each Revolving Lender, a facility fee, which shall accrue at the Facility Fee Rate (as set forth above in the definition of Applicable Rate) on the daily amount of the Revolving Commitment of such Lender (whether used or unused) during the period from and including the Debt Rating Pricing Election Date to but excluding the date on which such Commitment terminates; provided that, if such Revolving Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be subject payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to increase from time occur after the date hereof; provided that any facility fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrower agrees to time pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the term period from and including the Effective Date to but excluding the later of this Agreement the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any extension hereof as followssuch fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. During Any other fees payable to the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers Issuing Bank pursuant to written contracts having this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a remaining duration year of one year or more, or which may 360 days and shall be paid pursuant payable for the actual number of days elapsed (including the first day but excluding the last day).
(d) The Borrower agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Borrower and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (e) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morefacility fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Xenia Hotels & Resorts, Inc.), Revolving Credit Agreement (Xenia Hotels & Resorts, Inc.)
Fees. a. During the initial term of this License Agreement, Licensee (a) The Company agrees to pay Licensor to the following Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the daily amount per Licensed Location per month: RCT RCTof the Available Revolving Commitment of such Lender during the period from and including the Original Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the Original Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
b. During the Option Period the Licensee (b) The Company agrees to pay Licensor (i) to the following amount Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Original Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per Licensed Location per month: RCT RCT
c. The monthly amounts set forth above annum on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Original Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be subject payable on the third (3rd) Business Day following such last day, commencing on the first such date to increase from time occur after the Original Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to time the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Company shall pay to the Administrative Agent for the account of each U.S. Term Lender a ticking fee, which shall accrue at the Applicable Rate on the amount of the U.S. Term Loan Commitment of such Lender during the term of this Agreement period from and any extension hereof as follows. During including December 1, 2011 (if the one-month period Company has not borrowed the U.S. Term Loans prior to RCTsuch date) to but excluding the earlier of (i) the date on which the U.S. Term Loans are funded (the “Funding Date”) and (ii) March 31, Licensee 2012. Accrued ticking fees shall determine be payable, to the average monthly extent occurring prior to the Funding Date, in arrears on December 31, 2011 and on March 31, 2012, and on, and until, the Funding Date, unless the U.S. Term Loan Commitments are terminated in whole on an earlier date, in which event the ticking fee per Device being paid by Licensee for the period up to other customers pursuant to written contracts having a remaining duration the date of one year or more, or which may such termination in whole shall be paid pursuant on the date of such termination. All ticking fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(d) The Company agrees to contracts under negotiationpay to the Administrative Agent, for comparable store locations (its own account, fees payable in the "Comparable Rent"). If amounts and at the Comparable Rent is greater than times separately agreed upon between the fee provided for above by more than 5%, Company and the monthly fee shall be increased to the Comparable Rent for the duration of the applicable periodAdministrative Agent.
d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly (e) All fees payable hereunder shall be adjusted accordingly. In paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of a New Location opened or acquired on or after RCT, the fees due pursuant payable to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened it) for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In additiondistribution, in the event an Existing Location is closed for renovation for a period case of RCT or morecommitment fees and participation fees, to the Lenders. Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period paid shall not commence until all such actions have been takenbe refundable under any circumstances.
e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law.
f. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Agreement.
Appears in 2 contracts
Sources: Credit Agreement (LKQ Corp), Amendment and Restatement Agreement (LKQ Corp)